CM-2020-301 - 10/30/2020CITY OF ROUND ROCK AGREEMENT
FOR PURCHASE OF ANNUAL SUPPORT AND PREVENTATIVE MAINTENANCE
PLAN FOR WIRELESS TRAFFIC COMMUNICATIONS SYSTEM
WITH
ALPHA OMEGA WIRELESS, INC.
THE STATE OF TEXAS §
CITY OF ROUND ROCK §
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
KNOW ALL BY THESE PRESENTS:
THIS AGREEMENT (referred to herein as the "Agreement"), is for purchase of annual
support and preventative maintenance plan for the City of Round k'sNireless Traffic
Co uni a ions System, and related goods services, and is made on the ay of the month
of , 2020, by and between the CITY OF ROUND ROCK, a Texas home -rule
municipality, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299
(referred to herein as "City"), and ALPHA OMEGA WIRELESS, INC., whose offices are
located at 8707 South Congress, Suite B260, Austin, Texas 78745 (referred to herein as
"Vendor"). This Agreement supersedes and replaces any previous agreements between the
named parties, whether oral or written, and whether or not established by custom and practice.
RECITALS:
WHEREAS, City has determined that there is a need for the delineated goods and
services; and
WHEREAS, Section 252.022(4) of the Texas Local Government Code states that
expenditures for items available for only one source are exempt from competitive bidding
requirements; and
WHEREAS, Vendor is the sole source provider of the goods and services being
purchased pursuant to this Agreement; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties and obligations hereunder;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
00455889/ss2
1.01 DEFINITIONS
A. Agreement means the binding legal contract between City and Vendor whereby
City is obligated to buy specified goods and Vendor is obligated to sell same. The Agreement
includes any exhibits, addenda, and/or amendments thereto.
B. City means the City of Round Rock, Williamson and Travis Counties, Texas.
C. Effective Date means the date upon which the binding signatures of both parties
to this Agreement are affixed.
D. Force Majeure means acts of God, strikes, lockouts, or other industrial
disturbances, acts of the public enemy, orders of any kind from the government of the United
States or the State of Texas or any civil or military authority, insurrections, riots, epidemics,
landslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the government
and the people, civil disturbances, explosions, or other causes not reasonably within the control
of the party claiming such inability.
E. Goods mean the specified supplies, materials, commodities, or equipment.
F. Services mean work performed to meet a demand or effort by Vendor to comply
with promised delivery dates, specifications, and technical assistance specified.
G. Vendor means Alpha Omega Wireless, Inc., or any of its corporate structures,
successors or assigns.
2.01 EFFECTIVE DATE AND TERM
A. This Agreement shall be effective on the date this Agreement has been signed by
each party hereto, and shall remain in full force and effect unless and until it expires by operation
of the term indicated herein, or is terminated as provided herein.
B. The term of this Agreement shall be for thirty-six (36) months from the effective
date hereof.
C. City reserves the right to review the relationship at any time, and may elect to
terminate with or without cause or may elect to continue.
3.01 CONTRACT DOCUMENTS AND EXHIBITS
The goods and services which are the subject matter of this Agreement are described in
Exhibit "A," incorporated herein by reference for all purposes, which together with this
Agreement, comprise the total Agreement and they are fully a part of this Agreement as if
repeated herein in full.
4.01 SCOPE OF WORK
A. The goods and services subject to this Agreement are set forth in the attached
Exhibit "A."
B. Vendor shall satisfactorily provide all services described under the attached
exhibits within the contract term specified in Section 2.01. Vendor's undertakings shall be
limited to performing services for the City and/or advising City concerning those matters on
which Vendor has been specifically engaged. Vendor shall perform its services in accordance
with this Agreement, in accordance with the appended exhibits, in accordance with due care, and
in accordance with prevailing industry standards for comparable services.
5.01 COSTS
The City shall be authorized to pay the Vendor an amount not -to -exceed Seven
Thousand Five Hundred and No/100 Dollars ($7,500.00) per year for a total not -to -exceed
amount of Twenty -Two Thousand Five Hundred and No/100 Dollars ($22,500.00) for the
entire term of this Agreement.
6.01 INVOICES
All invoices shall include, at a minimum, the following information:
A. Name and address of Vendor;
B. Purchase Order Number;
C. Description and quantity of items received; and
D. Delivery dates.
7.01 NON -APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by City's budget for the fiscal year in question. City may affect such termination by
giving Vendor a written notice of termination at the end of its then -current fiscal year.
8.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by City to Vendor will be made within thirty (30) days of the date City receives goods
under this Agreement, the date the performance of the services under this Agreement are
completed, or the date City receives a correct invoice for the goods or services, whichever is
later. Vendor may charge interest on an overdue payment at the "rate in effect" on September 1
of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to
payments made by City if:
A. There is a bona fide dispute between City and Vendor, a contractor, subcontractor,
or supplier about goods delivered or the service performed that causes the payment to be late; or
B. There is a bona fide dispute between Vendor and a subcontractor or between a
subcontractor and its supplier about the goods delivered or the service performed that causes the
payment to be late; or
C. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
D. The invoice is not mailed to City in strict accordance with any instruction on the
purchase order relating to the payment.
9.01 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without incurring any
liability to Vendor if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offered or given by Vendor or its agents or
representatives to any City officer, employee or elected representative with respect to the
performance of this Agreement. In addition, Vendor may be subject to penalties stated in Title 8
of the Texas Penal Code.
10.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Vendor's charges.
11.01 INSURANCE
Vendor shall meet all insurance requirement set forth on the City's website at:
hgps://www.roundrocktexas. og v/wp-content/uploads/2014/11/CORR-Insurance-07.2011.12
12.01 CITY'S REPRESENTATIVE
City hereby designates the following representative(s) authorized to act in its behalf with
regard to this Agreement:
4
Bobby Mercer, Superintendent
Transportation Department
3400 Sunrise Road
Round Rock, TX 78665
(512) 341-3309
bmercerna,roundrocktexas. gov
13.01 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure as an anticipatory repudiation of this Agreement.
14.01 DEFAULT
If Vendor abandons or defaults hereunder and is a cause of City purchasing the specified
services elsewhere, Vendor agrees that it will not be considered in the re -advertisement of the
service and that it may not be considered in future bids for the same type of work unless the
scope of work is significantly changed. Vendor shall be declared in default of this Agreement if
it does any of the following:
A. Fails to make any payment in full when due;
B. Fails to fully, timely and faithfully perform any of its material obligations
hereunder;
C. Fails to provide adequate assurance of performance under the "Right to
Assurance" section herein; or
D. Becomes insolvent or seeks relief under the bankruptcy laws of the United States.
15.01 TERMINATION AND SUSPENSION
A. City has the right to terminate this Agreement, in whole or in part, for
convenience and without cause, at any time upon thirty (30) days' written notice to Vendor.
B. In the event of any default by Vendor, City has the right to terminate this
Agreement for cause, upon ten (10) days' written notice to Vendor.
C. Vendor has the right to terminate this Agreement only for cause, in the event of
material and substantial breach by City, or by written mutual agreement to terminate.
D. In the event City terminates under subsections (A) or (B) of this section, the
following shall apply: Upon City's delivery of the referenced notice to Vendor, Vendor shall
5
discontinue all services in connection with the performance of this Agreement and shall proceed
to cancel promptly all existing orders and contracts insofar as such orders and contracts are
chargeable to this Agreement. Within thirty (30) days after notice of termination, Vendor shall
submit a statement detailing the goods and/or services satisfactorily performed under this
Agreement to the date of termination. City shall then pay Vendor that portion of the charges, if
undisputed. The parties agree that Vendor is not entitled to compensation for services it would
have performed under the remaining term of the Agreement except as provided herein.
16.01 INDEMNIFICATION
Vendor shall defend (at the option of City), indemnify, and hold City, its successors,
assigns, officers, employees and elected officials harmless from and against all suits, actions,
legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any and all
other costs or fees arising out of, or incident to, concerning or resulting from the fault of Vendor,
or Vendor's agents, employees or subcontractors, in the performance of Vendor's obligations
under this Agreement, no matter how, or to whom, such loss may occur. Nothing herein shall be
deemed to limit the rights of City or Vendor (including, but not limited to the right to seek
contribution) against any third party who may be liable for an indemnified claim.
17.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
A. Vendor, its agents, employees and subcontractors shall use best efforts to comply
with all federal and state laws, City's Charter and Ordinances, as amended, and with all
applicable rules and regulations promulgated by local, state and national boards, bureaus and
agencies.
B. In accordance with Chapter 2270, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods or services unless the contract contains
written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott
Israel and will not boycott Israel during the term of this contract. The signatory executing this
Agreement on behalf of Vendor verifies Vendor does not boycott Israel and will not boycott
Israel during the term of this Agreement.
18.01 ASSIGNMENT AND DELEGATION
The parties hereby bind themselves, their successors, assigns and legal representatives to
each other with respect to the terms of this Agreement. Neither party shall assign, sublet or
transfer any interest in this Agreement without prior written authorization of the other party.
19.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
A. When delivered personally to recipient's address as stated in this Agreement; or
B. Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Vendor:
Alpha Omega Wireless, Inc.
8707 South Congress Avenue, Suite B260
Austin, TX 78745
Notice to City:
City Manager Stephen L. Sheets, City Attorney
221 East Main Street AND TO: 309 East Main Street
Round Rock, TX 78664 Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
20.01 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be
governed by and construed in accordance with the laws and court decisions of the State of Texas.
21.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
City and Vendor. This Agreement may only be amended or supplemented by mutual agreement
of the parties hereto in writing, duly authorized by action of the City Manager or City Council.
22.01 DISPUTE RESOLUTION
City and Vendor hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
23.01 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
such void provision shall be deemed severed from this Agreement, and the balance of this
Agreement shall be construed and enforced as if this Agreement did not contain the particular
portion or provision held to be void. The parties further agree to amend this Agreement to
replace any stricken provision with a valid provision that comes as close as possible to the intent
of the stricken provision. The provisions hereof shall not prevent this entire Agreement from
being void should a provision that is of the essence of this Agreement be determined to be void.
24.01 MISCELLANEOUS PROVISIONS
Standard of Care. Vendor represents that it employs trained, experienced and
competent persons to perform all of the services, responsibilities and duties specified herein and
that such services, responsibilities and duties shall be performed in a manner according to
generally accepted industry practices.
Time is of the Essence. Vendor understands and agrees that time is of the essence and
that any failure of Vendor to fulfill obligations for each portion of this Agreement within the
agreed timeframes will constitute a material breach of this Agreement. Vendor shall be fully
responsible for its delays or for failures to use best efforts in accordance with the terms of this
Agreement. Where damage is caused to City due to Vendor's failure to perform in these
circumstances, City may pursue any remedy available without waiver of any of City's additional
legal rights or remedies.
Force Majeure. Neither City nor Vendor shall be deemed in violation of this Agreement
if it is prevented from performing any of its obligations hereunder by reasons for which it is not
responsible as deemed herein. However, notice of such impediment or delay in performance must
be timely given, and all reasonable efforts undertaken to mitigate its effects.
Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be considered an original of this document; and all of which, when taken
together, shall constitute one and the same instrument.
[Signatures on the following page.]
00455889/ss2
IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
City of Round Rock, Texas
For City, Attest:
By: MCAA I && -
j. cam{ c.UAV,
For City, Approved as to Form:
By:
. She@ts, City Attorney
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00455889/ss2
Alpha Omega Wireless, Inc.
By: /1�JoeWa�rgo��
Print ame:
Title: President
Date Signed: 9/25/20
Exhibit "A"
Scope of Services
Product & Services Agreement "yyJ rJ L5 I --- `' `'
Date Alpha Omega Wireless, Inc.
City of Round Rock 09/2/2020 8708 S. Congress Ave
Suite B260
Attention: Bobby Mercer Valid To Austin, TX 78745
221 E. Main Street 12/1/2020
Round Rock, TX 78664
Quote Number
CRR2021WS - 2020 to 2021
PM Support
Alpha Omega Wireless is providing the following prices for product and/or services listed below as a budgetary
statement. For a complete Statement of Work and complete build of materials list, a site survey must be
performed.
Costs Quantity Rate Amount
Annual Support & Maintenance - Silver
NOTE: Pricing discounted for City of Round Rock based on number of
links
Also included is maintenance for the WiMax equipment installed by AO
Wireless as part of the project of six SAF links installations.
Service Dates: 10/1/2020 - 9/30/2021
3Year Term invoiced annually @ $7,500 each year.
`**CONFIDENTIAL'
1.00 7,500.00 7,500.00
Subtotal
Taxable
7,500.00
0.00
Total
7,500.00
Exhibit "A"
Scope of Services
Annual Maintenance and Support
Alpha Omega Wireless offers to its clients an annual maintenance and support program at various levels to suit
our clients' needs. This service is in addition to any Extended Warranty plans by the manufacture for equipment
failure. This service includes on call support and annual recertification of each link.
Annual Support and Preventative Maintenance Plans
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What is Included:
$2-50D
$4.250
;7•W.
Hours of on -call annual support
16 Hours of on -call annual support
Unlimited Hours of on -call annual support
Technical Phone Support- 6AM to 5PM / Monday - Friday
Technical Phone Support- 7AM to 7PM (7 days a week)
Technical Phone Support 24/7
Respond within 1 hour by phone
Onsite visits for troubleshooting or repair'
Onsite visit by next business day AM
Onsite within 6 hours (if call received by 2 PM / Mon — Fri)
Onsite within 6 hours (d call received by 2 PM 17 days a week)
Onsite next business day it call received after 2:00 PM
Perform Site Visit
X
X
X
X
X
X
X
X
X
x
X
X
X
X
X
X
Test the stability of the wnreless link
Test RWs against bench marked standard
Test antenna alignment & performance
Test cabling for funetionatity and damage
Inspect weatherproofing
Inspect power and connections
Inspect grounding and lightning protection
Update radio firmware
Verify throughput and system settings
yeis Perform Spectrum Ana
Serviceable Equipment Exchange
Will handle RMA process
Will perform all services to de -install the failed system
Will re4nstell the replacement system
X
X
X
X
X
X
x
X
X
X
X
x
X
X
X
x
X
X
X
X
I X
x
X
X
X
X
X
X
X
X
X
X
X
x
X
X
X
X
x
*Support and maintenace does not cover replacement of a failed radio or power supply hardware. Optional
manufacture warranty should be purchased for hardware re lacement.
Note. Any physical work on rooftops or towers can only occur during daylight hours and weather permitting due
to safety requirements Physical work on rooftops and/or towers in winds greater than 20Mph. rain. or snow/ice
may be called off by technicians until work can safely be perfomed
Exhibit "A"
Scope of Services
Pricing and Contract Terms
1. AO Wireless will provide a 100% money back guarantee that the solution provided (must be full turnkey by AO Wireless for
design, engineering, product and installation) will perform at the stated throughput and at >99.9% predictable reliability for a
period of one year (does not include an Act of God). AO Wireless provides a 1-year guarantee for the installation and
workmanship of all work performed for the services outlined in this agreement. AO Wireless is not responsible for the quality or
functionality of any products not purchased by AO Wireless. AO Wireless is also not responsible for changes made to any work
performed by AO Wireless by the client or any other party at any time. Any corrections that have to be made by AO Wireless will
be considered billable.
2. AO Wireless does not guarantee the structural worthiness or against any damages caused by the failure of any such structure
whether installed by AO Wireless, its subcontractor, or the use of any structure provided by the client. The Client is responsible
for providing a proper dedicated earth ground that AO Wireless will use to ground the systems installed by AO Wireless.
3. The client is responsible for all costs for any local government permitting required and must notify AO Wireless if a permit is
required.
4. The actual data rates and aggregate throughput of any devices installed or provided by AO Wireless can vary depending on each
individual environmental condition. AO Wireless does not guaranty any specific data rate or throughput will be achieved.
S. AO Wireless does not guarantee against any future potential interference that can be encountered by the client from other
competing RF signals. The use of any RF frequencies is governed under FCC rules and regulations. If interference occurs the client
can request AO Wireless to work with the client to best of its ability to restore any wireless network system to the original
engineered specifications. Any such work or troubleshooting will be considered billable.
6. A wireless link is considered to be successfully completed once the link has been tested for data transfer from one radio to the
other radio on each end of the link as a standalone network (disconnected from Client's network) and the network is handed
over to the Client. Once completed any additional work or technical issues will be considered warranty work. AO Wireless is only
responsible for the wireless link from the point of wireless demarcation point on both sides of the link. The Client is responsible
for the integrity, security, and configuration of their data/voice (LAN/WAN) network. AO Wireless will not make any alterations or
changes to the Client's network outside of the requirements of the project listed in this document.
7. Prices are based on the client's current environment. Prices and times will be adjusted with any increase of variables in the
client's environment that pertain to the scope of the services outlined in this document. Any such changes can be agreed upon in
a change order document. All sales are final. Any items returned will incur a 25% restocking fee. AO Wireless will not except
returned items past 30days from date of receipt. The client will be billed at the hourly rate of $250.00, for any necessary calls or
site visits that occur for services above and beyond the services outlined as part of this document. A minimum of two (2) hours
will be billed. AO Wireless will not provide technical support for any product sold if not installed by AO Wireless. The client must
call the product manufacture for support on any product purchased without services.
8. AO Wireless will invoice the client with progress billing for materials at time of order or invoice 50% of the project total costs up
front for the services as outlined in this document with Net 15 terms. A final invoice will be issued the same day the project is
completed. A penalty of 10% and a late fee of 1% monthly will be charged on the full invoiced amount for invoices that are past
due more than seven (7) days. In the event legal action is instituted by AO Wireless for enforcement of claim or any terms of this
agreement, Client agrees to pay all collection agency and/or attorneys' fees and costs. (Note: payment of invoices related to the
services as stated in this document signifies all services performed were completed satisfactory).
9. The client must provide AO Wireless with any Purchase Orders and/or any specific billing requirements prior to services being
performed, otherwise this signed document is considered all that is necessary for invoicing and payment to AO Wireless. A
Purchase Order provided by the Client signifies the Client's agreement to these terms and conditions. AO Wireless' expenses, if
incurred, will be billed to the client at reasonable and actual rates.
10. Client will indemnify and hold AO Wireless harmless from and against any and all costs, claims, expenses, or damages for any
claims arising from any circumstances outside of the services performed as stated in this document. AO Wireless makes no
guarantee and does not warrant that any of AO Wireless' employees will produce any particular result or solution to the Clients
particular needs. AO Wireless will not be responsible for any disaster recovery after a natural disaster, fire, lightning, etc.,
modifications made by anyone other than AO Wireless, or other circumstance outside of AO Wireless' control.
11. AO Wireless reserves the right to extend the terms and conditions of this contract and/or agreement to any and all other
agencies within the United States that require these commodities and/or services. A copy of the contract pricing and the bid
requirements incorporated in this contract will be supplied to requesting agencies. This shall include all schools, colleges, cities,
counties, state agencies, and/or utilities (both public and private). Each participating organization or agency shall enter into its
own contract with AO Wireless and this contract shall be binding only upon the principals signing such an agreement. AO
Wireless does not assume any responsibility other than to obtain pricing for the specifications provided.
12. Price valid for 90 days
Exhibit "A"
Scope of Services
By signing below, the Client and Alpha Omega Wireless agree upon the terms and the information,
services, and/or deliverables as outlined in this document.
ACCEPTED BY: ACCEPTED BY:
City of Round Rock Alpha Omega Wireless
Name:
(Please Print)
Title:
(Please Print)
Signature
Date:
Name: Joe Wargo
(Please Print)
Title: President
(Please Print)
Signature
Date: 09/2/2020
If you have any questions concerning this agreement, please contact:
Joe Wargo
512-966-8770 (direct)
512-298-1646 (fax)
wargoOaowi reless. com
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Agenda Item Summary
Agenda Number:
Title: Consider executing an Agreement with Alpha Omega Wireless, Inc. for the
purchase of an annual support and maintenance plan for the City's wireless
traffic communications system.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 10/30/2020
Dept Director: Gary Hudder, Transportation Director
Cost: $22,500.00
Indexes: General Fund
Attachments: Agreement —alpha
Department: Transportation Department
Text of Legislative File CM-2020-301
This agreement with Alpha Omega Wireless is for Annual Support and Maintenance of the
Traffic Management Center's wireless communication network system. This network allows
communication/control to City maintained traffic signals and other traffic control devices. The
services provided include On -call support for trouble shooting, On site Support and Annual
Site Visit & Link Recertification of our license frequency radios.
This agreement is for three years of service. In the amount of $7,500 per year and
not -to -exceed $22,500 over the term of this agreement.
Cost: $22,500.00
Source of Funds: General Fund
City of Round Rock Page 1 of 1