R-2020-0372 - 12/17/2020 RESOLUTION NO. R-2020-0372
WHEREAS,the City of Round Rock("City") desires to purchase certain laboratory equipment
and supplies to support the City's utility operations, and related goods and services, and
WHEREAS, Section 252.022(4) of the Texas Local Government states that expenditures for
items available from only one source are exempt from competitive bidding requirements, and
WHEREAS, IDEXX Distribution, Inc. is the sole source distributor for these goods and
services, as shown in Exhibit"A," and incorporated herein for all purposes; and
WHEREAS, the City desires to enter into an Agreement with IDEXX Distribution, Inc. to
purchase certain laboratory equipment and supplies to support the City's utility operations, Now
Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf of the City an
Agreement for Purchase of Laboratory Equipment and Supplies with IDEXX Distribution, Inc., a copy
of same being attached hereto as Exhibit`B" and incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
RESOLVED this 17th day of December, 2020.
CRAIGtound
ORG , Mayor
City of Vck, Texas
ATTEST:
MEAGAN S KS, De uty City C erk
0112.20202 00461164
EXHIBIT
„A„
City of Round Rock Purchasing
arxo
Justification Form
,�
ROMR T
September Department Utilities&Environmental
Data' 8-9 2020 Name: Services
RequTo: Purchasing Name:
Ryan Bornn
Phone 612 218-6636
Number:
Instructions:Complete this form for all purchases that will exceed$3,000 and will be exempted from
competition as prescribed in Texas Local Government Code Chapter 252.022.Attach additional
information as needed to support the exemption request.
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The City declares the competitive bidding procedures in Texas Local Government Code Chapter 252 to
be exempt for this procurement. This Justification Form is executed and filed with the Purchasing j
Division as follows:
1. The undersigned is authorized and certifies that the following exemption is applicable to this
purchase.
Please check the criteria listed below that applies to this purchase request:
® Sole Source(check one)
®Items that are available from only one source because of patents,copyrights,secret process,or
natural monopolies.
❑Films,manuscripts or books.
❑Gas,water and other utilities.
OCaptive replacement parts or components for equipment
O Books,papers and other library materials for a public library that are available only from the persons
holding the exclusive rights to the materials
O Goods Purchased for Subsequent Retail Sale j
o A procurement of goods being purchased for subsequent resale by the City.
❑ Public Calamilv
o A procurement made because of a public calamity that requires the immediate appropriation of
money to relieve the necessity of the municipality's residents or to preserve the property of a
municipality.
❑ Public Health and Safety
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o A procurement necessary to preserve or protect the public health or safety of the municipality's
residents.
❑ Unforeseen Damage
o A procurement necessary because of unforeseen damage to public machinery,equipment,or other
property.
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❑Personal. Professional or Planning Services
o A procurement of personal, professional,or planning services
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2. Justification:Describe In detail below why an exemption according to Section 252.022 of the Local
Government Code is being submitted for this purchase.(Attach additional pages if needed)
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In accordance with the National Environmental Laboratory Accreditation Program(NELAP)certification
Issued by TCEQ,the laboratory is only accredited to use IDEXX Colilert methods for E.coll and
Presence/Absence of Total Coilform.Any other test method would not be approved by the TCEQ/EPA for
use In our laboratory.
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3. Attach and submit the following documentation that supports this justification as applicable.
• Vendor's proposal/quote.
• If sole source a Manufacturer's letter declaring the purchase is sole source and why.The letter
should be no older than 8 months old and signed by an authorized representative on company
letterhead.
4. Because the above facts and supporting documentation the City of Round Rock exempts this `
procurement from LGC Chapter 252 and Intends to contract with:
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Vendor Name: IDEXX Laboratories,Inc.
{
Description: Colilert Media,bottles and color comparators for drinking water samples j
S. Check the purchase type and fill In the dollar amount and purchase term as applicable
C]This Is a one-time purchase request for$
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®This is a term contract request for 60(#months)in the amount of$ 400,000
I Recommended �� �n Lorna. 9-?-ZO
By Reques Date
Approved -1-Z
N0
By Depart ent anager Asst Director or Director Date
Purchasing Office 9/9/20
i Review Purchalier Date
3
Purchasing Office Aud&Jftla&
Management Review Purchasing nager( r$50,000) Date
E 2 Page
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EXHIBIT
"B„
00
CITY OF ROUND ROCK AGREEMENT FOR
PURCHASE OF
LABORATORY EQUIPMENT AND SUPPLIES
WITH
IDEXX DISTRIBUTION, INC.
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
THAT THIS AGREEMENT for the purchase of laboratory equipment and supplies to
support the City's utility operations, and for related goods and services (referred to herein as the
"Agreement"), is made and entered into on this the day 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 the "City"), and IDEXX DISTRIBUTION, INC., whose offices are
located at One IDEXX Drive, Westbrook,Maine 04092 (referred to herein as "Vendor").
RECITALS:
WHEREAS, City desires to purchase certain laboratory equipment and supplies to
support the City's utility operations, and City desires to procure same from Vendor; and
WHEREAS, expenditures that are for procurement of items from only one source are
exempt from competitive bidding requirements pursuant to Section 252.022 of the Texas Local
Government Code; and
WHEREAS, the City has determined that Vendor is a sole source provider for these
goods and services; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
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:
00457696'ss2
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1.01 DEFINITIONS
A. Agreement means the binding legal contract between City and Vendor whereby
City agrees to buy specified goods and/or services and Vendor is obligated to provide said goods
and/or services.
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 and Services mean the specified services, supplies, materials,
commodities, or equipment.
F. Vendor means IDEXX Distribution, Inc., its successors or assigns.
2.01 EFFECTIVE DATE,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 or extended as provided herein.
B. The term of this Agreement shall be for sixty (60) months from the effective date
herein.
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 and services which are the subject matter of this Agreement are described in
Exhibit"A"and, together with this Agreement, comprise the Contract Documents.
4.01 ITEMS
A. The goods and services 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.
C. Vendor shall satisfactorily provide all items described in Exhibit "A" within the
contract term specified. A change in any term of this Agreement, must be negotiated and agreed
to in all relevant details, and must be embodied in a valid Supplemental Agreement as described
herein.
5.01 COSTS
A. City agrees to pay for supplies and services during the term of this Agreement at
the pricing set forth at in Exhibit"A." Vendor specifically acknowledged and agrees that City is
not obligated to use or purchase any estimated annual quantity of goods or services. Only if, and
when needed by City, the costs listed on Exhibit"A" shall be the basis of any charges collected
by Vendor.
B. The City shall be authorized to pay the Vendor an amount not-to-exceed Eighty
Thousand and No/100 Dollars ($80,000.00) per year for a total not-to-exceed amount of Four
Hundred Thousand and No/100 Dollars ($400,000.00)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;
C. 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 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 goods and
services as determined by City's budget for the fiscal year in question. City may effect 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, payment to
Vendor will be made within thirty (30) days of the day on which City receives the performance,
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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 in effect" on September I
of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b); however, this Policy does not apply to payments made
by City in the event:
A. There is 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; or
B. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
C. 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
D. Invoices are not mailed to City in strict accordance with instructions, if any, on
the purchase order or the Agreement or other such contractual agreement.
9.01 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 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 ORDERS PLACED WITH ALTERNATE VENDORS
If Vendor cannot provide the goods and/or as specified, City reserves the right and option
to obtain the products from another supplier or suppliers.
12.01 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
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Ryan Bornn
Environmental Services Supervisor
Utilities and Environmental Services
3400 Sunrise Road
Round Rock, Texas 78665
(512)218-6636
rbornn@roundrocktexas.gov
13.01 INSURANCE
Vendor shall meet all insurance requirements set forth in the attached Exhibit `B,"
incorporated herein by reference for all purposes.
14.01 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
parry'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.
15.01 DEFAULT
If Vendor abandons or defaults under this Agreement and is a cause of City purchasing
the specified goods and/or services elsewhere, Vendor agrees that it may be charged the
difference in cost, if any, and 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 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
C. Becomes insolvent or seeks relief under the bankruptcy laws of the United
States.
I6.01 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, 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 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
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, 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.
17.01 INDEMNIFICATION
Vendor shall defend, indemnify, and hold City, its successors, assigns, officers,
employees and elected officials harmless from and against all third party suits, actions, legal
proceedings, claims, demands, damages, costs, expenses, and reasonable attorney's fees, arising
out of, or incident to, concerning or resulting from the negligence of Vendor,or Vendor's agents,
employees or subcontractors, in the performance of Vendor's obligations under this Agreement.
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.
In no event shall either party's liability to the other party (including for breach of contract
claims, breach of warranty claims, indemnity claims, or anything else) exceed the purchase price
of the equipment or services and neither party shall be liable to the other party for consequential,
indirect, incidental, special or punitive damages, without qualification.
18.01 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
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.
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19.01 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.
20.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
1. When delivered personally to the recipient's address as stated in this Agreement;
or
2. 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:
IDEXX Distribution,Inc.
One IDEXX Drive
Westbrook, ME 04092
Notice to City:
City Manager Stephan 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.
21.01 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.
22.01 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 in writing, duly authorized by action of the City Manager or City Council.
23.01 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.
24.01 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
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 of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
25.01 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 defined 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.]
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IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
City of Round Rock, 'Texas IDEXX 7ion,Inc.
By: By: x.
Printed Name: Printed Name: Chun-Ming Chen
Title: Title: GMNP
Date Signed: Date Signed: / r� -Z-20
Attest:
By:
Sara L. White, City Clerk
For City, Approved as to Form:
By:
Stephan L. Sheets, City Attorney
5 20219201
Number / Date
20219201 / 08/28/2020
Ship to Address Sold to Address
CITY OF ROUND ROCK CITY OF ROUND ROCK
PUBLIC WORKS DEPT. 221 E MAIN AVE STE 221
2008 ENTERPRISE DRIVE ROUND ROCK TX 78664-5299
ROUND ROCK TX 78664 UNITED STATES
UNITED STATES UNITED STATES
UNITED STATES
Bill-to Customer 96723
Net weight 15.408
Pricing valid 1/l/20-12/31/25
Material ID Description Quantity UnitPrice Total Value
Commodity/COO Batch Exp.Date Backorder item
98-05760-01 WHPC-25 HPC,SIMPLATE UNIT DOSE 1,5 1 119.12 119.12
77777777/US
98-08877-00 WP2001-18 GAMMA IRAD COLILERT-18 200PACK 1 721.08 721.08
77777777/US
98-09221-00 WV120SBST-200,VESSELS W/ST AND SB,20OPK 1 136.66 136.66
77777777/CN
98-09227-00 WQT2KC, PRE-DISP.QT 2000 COMPARATOR 1 26.53 26.53
77777777/US
98-11682-00 WP104 COLI P/A COMPARATOR 1 13.89 13.89
77777777/US
98-12973-00 WP2001 GAMMA IRRAD COLILERT 100ML 20OPK 1 721.07 721.07
77777777/US
98-20724-01 WL160,6 WATT FLUOR LAMP 1 181.96 181.96
8539490080/US
98-21322-00 WCM10 UV VIEWING CABINET 1 259.04 259.04
9027905650/US
98-21675-00 WQT2K QUANTI-TRAY 2000 DISPOSABLE 100/BX 1 222.85 222.85
3926909910/US
All local taxes at customer charge
L A 8 0 R A T 0 R I ES
Date
08/28/2020
Number
20219201
Items Total 2,402.20
Freight Value 113.64
Total Amount USD 2,515.84
All local taxes at customer charge