Loading...
Contract - TraStar, Inc. - 11/12/2020CITY OF ROUND ROCK AGREEMENT FOR PURCHASE OF OUTDOOR STREET LIGHTING WITH TRA STAR. INC. THE STATE OF TEXAS § CITY OF ROUND ROCK § COUNTY OF WILLIAMSON § COUNTY OF TRAMS § KNOW ALL BY THESE PRESENTS: THAT THIS AGREEMENT for the purchase of outdoor street lighting, and for related goods (referred to herein as the "Agreement"), is made and entered into on this the -R.4 day of the month of 9 (j1({,A?:(/9 , 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 the "City"), and TRA STAR, INC., whose offices are located at 860 North Dorothy Drive, Suite 600, Richardson, Texas 75081 (referred to herein as "Vendor"). RECITALS: WEREAS, City desires to purchase certain goods, specifically outdoor street lighting; and WHEREAS, City i'ms a member of the Buy Board Cooperative Purchasing Program ("Buy Board") and Vendor i*s an approved Buy Board vendor through Buy Board Contract # 618m209 and WHEREAS, City desires to purchase certain goods from Vendor through Buy Board as set forth herein; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their 40 respective rights, duties, and obligations; 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 follow: 00455710/ss2 R 2Q204so D S201wne lAl DEFINITIONS A. Agreement means the binding legal contract between City and Vendor whereby City agrees to buy specified goods and Vendor i*s obligated to provide said goods. 16 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 Maj*eure 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 authorityinsurrections, 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. 40 E. Goods mean the specified supplies, materials, commodties,ior equipment. F. Vendor means TraStar, Inc., its 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 iinfull force and effect unless and untl it expires by operation of the term indicated herein, or is terminated or extended as provided herein. B. This Agreement shall terminate August 31, 2023. C. City reserves the right to review the relationship with Vendor at any time, and may elect to terminate this Agreement with or without cause or may elect to continue. 3.01 CONTRACT DOCUMENTS AND EXHIBITS The goods which are the subject matter of this Agreement are described in Exhibit "A" and, together with this Agreement, comprise the Contract Documents. Any inconsistencies or conflicts in the contract documents shall be resolved by giving preference to the terms and conditions set forth i*n pages one (1) through nine (9) of this Agreement. 4.01 ITEMS A. The goods which are the subject matter of this Agreement are described generally in the attached Exhibit "A." B. This Agreement shall evidence the entire understanding and agreement between the parties and shall supersede any prior proposals, correspondence or discussions. 2 co Vendor shall satisfactorily provide all deliverables described 1"n Exhibit "A" within the contract term specified. A change i'*n the Scope of Services or any term of this Agreement, must be negotiated and agreed to i"n all relevant details, and must be embodied i"n a valid Supplemental Agreement as described I*n Section 9.01 herein. 5.01 COSTS A. City agrees tforsuopaypplies during the term of this Agreement at the pricing set forth at 1"n Exhibit "A." Vendor specifically acknowledged and agrees that City i*s not obligated to use or purchase any estimated annual quantity of goods. Only if, and when needed by City, the costs listed on Exhibit "A" shall be the basis of any charges collected by Vendor. Be The City shall be authorized to pay the Vendor an amount not -to -exceed One Hundred Eighty Thousand and No/100 Dollars ($180 000.00) for the 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; co Description and quantity of items received; and D. Delivery or performance dates. 7.01 NON -APPROPRIATION AND FISCAL FUNDING - This Agreement is a commitment of Ci*ty'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 goods as detened by City'sf budget for the scal year in question. City may affect such terminatirmion 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, payment to Vendor will be made within thirty (30) days of the day on which City receives the performance, supplies, materials, equipment, and/or deliverables, or -within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for the performance and/or deliverables or services, whichever is later. Vendor may charge interest on an overdue payment at the "rate i*n effect" on September 1 of the fiscal year i*n which the payment becomes overdue, i*n accordance with V.T.C.A., Texas Government Code, Section 2251.025(b); however, this Policy does not apply to payments made 3 by City in the event: A. There i*s a bona fide dispute between City and Vendor, a contractor, subcontractor or supplier about the goods delivered or the service performed that cause the payment to be late's ; or B. The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or co There i*s 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 18 D. Invoices are not mailed to City in strict accordance with instructions, i*f any, on the purchase order or the Agreement or other such contractual agreement. 9.01 SUPPLEMENTAL AGREEMENT The terms of this Agreement may be modified by written Supplemental Agreement hereto, duly authorized by City Council or by the City Manager, I*f the City determines that there has been a significant change i*n (1) the scope, complexity, or character of the services to be performed or goods to be delivered; (2) the costs associated with the payment of goods and services; or (2) the duration of the work to be performed. Any such Supplemental Agreement must be executed by both parties within the period specified as the term of this Agreement. Vendor shall not perform any work or incur any additional costs prior to the execution, by both parties, of such Supplemental Agreement. Vendor shall make no claim for extra work done or goods delivered unless and until there is full execution of any Supplemental Agreement, and the City shall not be responsible for actions by Vendor nor for any costs incurred by Vendor relating to additional work not directly authorized by Supplemental Agreement. 10.01 GRATUITIES AND BRIBES City may, by written notice to Vendor, cancel this Agreement without liability to Vendor if it is determined by City that gratuities or bribes i"n 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. 11.01 TAXES City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be included in Vendor's charges.. 4 12.01 ORDERS PLACED WITH ALTERNATE VENDORS If Vendor cannot provide the goods as specified, City reserves the right and opt'S ion to obtain the products from another supplier or suppliers. 13.01 CITY'S REPRESENTATIVE City hereby designates the following representative authorized to act in its behalf with regard to this Agreement: Gary Hudder Transportation Director 3400 Sunrise Road Round Rock, Texas 78665 (512) 218-5560 gh-udderraround.roc'ktexas.,(".)7O-'V- 14.01 INSURANCE Vendor shall meet all City of Round Rock Insurance Requirements as set forth at.* -9 t% httv://www.roundrocktexas.Rov/w-v,mcontent/u ads/,.)014/112/corr insurance 07.610112.vat. 15.01 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 i*s made, then andl'*n that event the demanding party may treat such failure as an anticipatory repudiation of this Agreement. 16.01 DEFAULT If Vendor abandons or defaults under this Agreement and is a cause of City purchasing the specified goods elsewhere, Vendor agrees that it may be charged the difference i*n cost, if any, and that it will not be considered in the re -advertisement of the service and that i*t 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 fully, timely and faithfully perform any of its material obligations under this Agreement; B. Fails to provide adequate assurance of performance under the "Right to Assurance" section herein; or 5 co Becomes insolvent or seeks relief under the bankruptcy laws of the United States. 17.01 TERMINATION AND SUSPENSION A. City has the right to terminate this Agreement, i*n whole or i*n 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 40 Agreement for cause, upon ten (10) days' written notice to Vendor. C. Vendor has the right to terminate this Agreement only for cause, that being in the event of a material and substantial breach by City, or by mutual agreement to terminate evidenced in writing by and between the parties. D. In the event City tell "'Inates under subsections (A) or (B) of this section, the following shall apply: Upon Ci`ty's delivery of the referenced notice to Vendor, Vendor shall 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 such notice of termination, Vendor shall submit a statement showing in detail 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, I*f undisputed. The parties agree that Vendor i*s not entitled to compensation for services it would have Performed under the remaining term of the Agreement except as provided herein. 18.01 INDEMNIFICATION Vendor shall defend (at the option of City), indemn10 ify, and hold City, its successors, 'D assigns, officers, employees and elected officials harmless from and against all suits, actions, legal proceedings, claims, demands, damages, costs, expenses, attorneys 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, i'Dn 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. 19.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES A. Vendor, its agents, employees and subcontractors shall use best efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, 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 6 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. 20.01 ASSIGNMENT AND DELEGATION The parties each 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. 21.01 NOTICES All notices and other communications in connection with this Agreement shall be i"n writing and shall be considered given as follows: 1. When delivered personally to the recip10 ient's address as stated I"n this Agreement; or 2. Three (3) days after being deposited i*n the United States mail, with postage prepaid to the recipient's address as stated' I*n this Agreement. Notice to Vendor,: TraStar, Inc. 660 North Dorothy Drive, Suite 600 Richardson, Texas 75081 Notice to City: City Manager 221 East Main Street Round Rock, TX 78664 Stephan L. Sheets, City Attorney AND TO: 309 East Main Street Round Rock, TX 78664 Nothing contained herein shall be construed to restrict the transmission of routine '6 communications between representatives of City and Vendor. 22.01 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. 23.01 EXCLUSIVE AGREEMENT This document, and all appended documents, constitutes the entire Agreement between Vendor and City. This Agreement may only be amended or supplemented by mutual agreement of the parties hereto iinwritng, duly authorized by action of the City Manager or City Council. 24.01 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 I -14) or any applicable state arbitration statute. 25.01 SEVERABILITY The invalidity, illegality, or unenforceabl*ll'ty of any provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shall i'*n no 16 way affect the validity or enforceability of any other portion or provision of this Agreement. Any 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 10 stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Agreement from being void should a provision which i*s of the essence of this Agreement be determined void. 26.01 MISCELLANEOUS PROVISIONS Standard of Care. Vendor represents that it employs trained, exper40 ienced 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. Tiis of the Essence. Vendor understands and agrees that time imes of the essence and that any failure of Vend -or to fulfill obligations for each portion of this Agreement within the agreed timefirames 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 i*s caused to City due to Vendor's failure to perform i*n these circu,mstances, City maypursueany remedy available without waiver of any of Ci ty's additional legal rights or remedies. Force Majeure. Neither City nor Vendor shall be deemed in violation of this Agreement if it iisprevented from performing any of its obligations hereunder by reasons for whch it is not responsible as defined herein. However, notice of such impediment or delay in performance must be timely given and all reasonable efforts undertaken to mitigate its effects.. 8 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. IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates indicated. City of Round Rock, Texas gy; Vj.- �Printed Name61 Title: 1\04 A A9. Date Signed:2.v Attest: By: Sara L. White, City Clerk For City, proved as to Form: By: L 1b ep an .Sheets, City Attorney TraStar, Inc. By: 2f�ck;14- cam.- .� � Y Printed Name: Title: Date Signed: _ Elaine Davis Administrative Assistant 9/25/20 Exhibit "A" TRASTAR, INC. IZMV' Date: 04/02/2020 DURALIGHT° 2020 PRICE LIST BuyBoard Specification Category Part/Item Number Item Description List Price DIR.A-ST CBRAHEAD 27, 28, 33 DURA-ST10 40W DURA-ST LED Cobrahead Roadway Lighting $198.00 27, 28, 33 DURA-ST15 65W DURA-ST LED Cobrahead Roadway Lighting $208.00 27, 28, 33 DURA-ST20 100W DURA-ST LED Cobrahead Roadway Lighting $248.00 27, 28, 33 DURA-ST25 140W DURA-ST LED Cobrahead Roadway Lighting $278.00 27, 28, 33 DURA-ST40 185W DURA-ST LED Cobrahead Roadway Lighting $298.00 27, 28, 33 DURA-ST40S 220W DURA-ST LED Cobrahead Roadway Lighting $338.00 DURA-STR C BRAHEAD 27, 28, 33 DURA-STR10 40W DURA-ST LED Cobrahead Roadway Lighting $148.00 27, 28, 33 DURA-STR10A 55W DURA-ST LED Cobrahead Roadway Lighting $158.00 27, 28, 33 DURA-STR15 65W DURA-ST LED Cobrahead Roadway Lighting $168.00 27, 28, 33 DURA-STR20 100W DURA-ST LED Cobrahead Roadway Lighting $188.00 27, 28, 33 .DURA-STR20B 120W DURA-ST LED Cobrahead Roadway Lighting $198.00 27, 28, 33 DURA-STR25 140W DURA-ST LED Cobrahead Roadway Lighting $208.00 27, 28, 33 DURA-STR25A 15OW DURA-ST LED Cobrahead Roadway Lighting $228.00 JXM-ST CBRAHEAB 27, 28, 33 JXM-ST140-3 10OW JXM-ST LED Cobrahead Roadway Lighting $278.00 27, 28, 33 JXM-ST140 130W JXM-ST LED Cobrahead Roadway Lighting $318.00 27, 28, 33 JXM-ST140-4 150W JXM-ST LED Cobrahead Roadway Lighting $348.00 27, 28, 33 JXM-ST180-3 170W JXM-ST LED Cobrahead Roadway Lighting $358.00 27, 28, 33 JXM-ST180 20OW JXM-ST LED Cobrahead Roadway Lighting $368.00 27, 28, 33 JXM-ST180-4 250W JXM-ST LED Cobrahead Roadway Lighting $398.00 27, 28, 33 JXM-ST180-4-1 285W JXM-ST LED Cobrahead Roadway Lighting $458.00 27, 28, 33 JXM-ST180-4-2 1320W JXM-ST LED Cobrahead Roadway Lighting $479.00 27, 28, 33 JXM-ST11OLED 1135W JXM-ST LED Shoebox Roadway Lighting $528.00 JXM-STSB Shoe Boy; 27, 28, 33 JXM-ST15SB 150W JXM-STSB LED ShoeBox Roadway Lighting $348.00 27, 28, 33 JXM-ST20SB 20OW JXM-STSB LED ShoeBox Roadway Lighting $368.00 27, 28, 33 JXM-ST30SB 30OW JXM-STSB LED ShoeBox Roadway Lighting $479.00 27, 28, 33 JXM-STSB-S40 40OW JXM-STSB LED ShoeBox Roadway Lighting $498.00 27, 28, 33 JXM-STSB-S45 450W JXM-STSB LED ShoeBox Roadway Lighting $508.00 27, 28, 33 JXM-STSB-S50 50OW JXM-STSB LED ShoeBox Roadway Lighting $518.00 HIGH MAST LUMINAIRES 31 JXM-ST-HM6-A 50OW LED High Mast Luminaires $858.00 31 JXM-ST-HM6-B 50OW LED High Mast Luminaires $858.00 31 JXM-ST-HM6-S 50OW LED High Mast Luminaires $858.00 31 JXM-ST-HMBR High Mast Mounting Bracket Fixture Accessory $128.00 31 JXM-ST-HMNFL High Mast Neighborhood Friendly Lens Fixture Accessory $198.00 31 JXM-ST-HMNS High Mast Nuisance Shield Fixture Accessory $12&00 i,,,.ED FLOOD LIGHT" — 35 JXM-ST-Al 35W LED Flood Light $112.00 35 JXM-ST-A2 65W LED Flood Light $138.00 35 JXM-ST-A3 130W LED Flood Light $208.00 35 JXM-ST-A4 185W LED Flood Light $338.00 35 JXM-ST-A5 240W LED Flood Light $378.00 35 JXM-ST-A5L 30OW LED Flood Light $428.00 LED WALL & CANOPY t-IGHTIN S 34 JXM-ST-WPK1 30W LED Wall Pack $98.00 34 JXM-ST-WPK2 60W LED Wall Pack $148.00 34 JXM-ST-WPK3 _ 80W LED Wall Pack $158.00 34 JXM-ST-LB40 55W LED Low Bay Fixtures _ $198.00 34 JXM-ST-LB80 75W LED Low Bay Fixtures $198.00 34 JXM-ST-HB 150W LED High Bay Fixtures $298.00 34 JXM-ST-HB1 120OW LED High Bay Fixtures $328.00 34 JXM-ST-HB2 130OW LED High Bay Fixtures $368.00 860 N. Dorothy Dr. #600, Richardson, TX 75081 Tel:(972) 480-0888 Fax:(972) 480-8884 S D -AR I. S, C' .�R FORN .129 --- - ---------- --- ---- ------ - ------- ------- ------------- ---------------- !W ---- 1-1 - ___W_W 11 S-i- - ----- 08*009~ '10*0104"10-011111,010110 __ _F_O_.N.­.w_.._._­_... I I..., I ............ --- -- ----- 0.001 ... . ... ---------------- --- ------------ - ------ ------- .... Complete Nos,.1- 4 and 6 iflhote.are.interested partie's'.. OFFICE USE. -ONLY CO-M:plete NOS it 2, 3, 5, and 6 if there: are no interested parties. CERTlF{CATIC7N E?� FILING I-., Noma of business ent------------- 11-111081 11wil ----------- M-4-0 WHOMM-0— ----------------- WNW! ---- ------------ ity filing form,. and the city, state and country of the business entity"s piace Certificate Numb*Qr: of business. 202-0 6739-28 TraStar I'n,.'c,. Richardso.n-., TX,United States Date Fwlett: 2 Name of govemme�tai Ontity or state agency that is a party to the caniract for which th-.e- ----------- -- - --------- --- ---------- ------------- ----- --------------------- -- - ---- ----------- ---- ----- ------ — --------- ------------- 0— farm is 10/0112020 being Tiled. City. -of Round Rock pace Acknowledged: 3 Proa de the ide------------ --------- --- --- -------------- -06-41,1161MI 1 WN ---------- .. .... WWWWWN ---- N --------- WONUN --- W . ntification number used bythe gavernnnental entit}r or state agency to track ar identify the contact, at�d provide a des,cription of tF�e services, quo.-Ic0s.-, -or atli�r prqpQrty to he providedund er the contract.. 61-8w-20 Outdoor Street Lighting l. ------------ ------------ ----------- -------- ------ ---------------- ---------------------------- ---------------- WOUNHOWN-OWN-UN MWINNO . . .................. N ature of intwest 4 Name.of In-tereste-d-Party Gity, Stafe, Country (place of business} (check applicable} Controll"Ing. Inter.med,iary Tian, Pet er Richardson, TX U- - - ------------ 61— 11-1w 11-11 -------------- OWN.. ----------- nited States X -- ------------- W --- W ------------ ------------- --- a k-, NWWN ---- - ---------- M4 ~_0 --------- ------------------------------ ------ -------- Ing 11814 Nos! OW MWWWO - --------- ------------ -------------- 5 Ch-eck only ffl-here-i� NO 4-n-tere-s-te'd Part..'*,a 6 UNSWORN-DECLARATION .2 My name is end my date of birth is My address is �.3- �..V �.. . � (st ut) (city) (stato) (zip eodm) (eountrYj I dectare under penalty of perjury ttrat tt�e foregoing is true ar�ci ce�rrect. Executed.ih �Jt.�� � County, State of � -�. , an the �da) of w20�� . ------------- Ok (month} (year). - -------------- ------------ -0,40,01, I'll M-W-WOWN Sign of authorised ag'ant of contracting lousiness entity (Doclaran't) ------------- - — -------------------------- MWON00i, OWN ---------- N -------- ------ Fo`rms-provided by Texas Ethics C."ommission wm.....ethiCS:,state,tX.us Version VL7..3aOraf7cl 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary Tian, Peter Richardson, TX United States X 5 Check only if there is NO Interested Party. 1:1 6 UNSWORN DECLARATION My name is My address is lv- (city) declare under penalty of perjury that the foregoing is true and correct. Executed in County, State of and my date of birth is it (state) (zip code) on the day of (month) (country) 20 (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www,ethics.state,tx,us Version Vl,1,3a6aaf7d