CM-2021-175 - 6/18/2021CITY OF ROUND ROCK
AGREEMENT FOR DISPLAY BOARD MAINTENANCE
WITH
DAKTRONICS. INC.
THE STATE OF TEXAS §
CITY OF ROUND ROCK §
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
KNOW ALL BY THESE PRESENTS:
THAT THIS Agreement for display board maintenance services for the City of Round
Rock's display board at ettlers Park (referre erein as the "Agreement"), is made and
entered into on this the day of the month of 021, by and between the CITY
OF ROUND ROCK, TEXAS, a home -rule municip ty whose offices are located at 221 East
Main Street, Round Rock, Texas 78664 (referred to erein as the "City") and DAKTRONICS,
INC. whose offices are located at 201 Daktronics Drive, Brookings, South Dakota 57006 (referred
to herein as the "Services Provider").
RECITALS:
WHEREAS, City desires to purchase display board maintenance services for its display
board at Old Settlers Park; 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, Services Provider is the sole source provider for technology, parts and
services for the City's display board; and
WHEREAS, the City desires to procure said services from the Services Provider; 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, sufficiency and receipt of which are hereby acknowledged, it is mutually
agreed between the parties as follows:
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00412466/ss2
1.01 DEFINITIONS
A. Agreement means the binding legal contract between City and Services Provider
whereby City is obligated to buy specified services and Services Provider is obligated to pay for
said 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.
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 or extended 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 with Services Provider 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 of this Agreement are described in Exhibit
"A," attached hereto and incorporated herein by reference for all purposes. Exhibit "A," together
with this Agreement, comprise the total Agreement and they are fully a part of this Agreement as
if repeated herein in full. In the event of a conflict, pages one (1) through nine (9) shall be given
preference.
4.01 SCOPE OF WORK
Services Provider shall satisfactorily provide all services described under the attached
Exhibit "A." Services Provider's undertakings shall be limited to performing services for the City
and/or advising City concerning those matters on which Services Provider has been specifically
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engaged. Services Provider shall perform its services in accordance with this Agreement, in
accordance with the appended exhibit, in accordance with due care, and in accordance with
prevailing industry standards for comparable services.
5.01 CONTRACT AMOUNT
In consideration for the goods and related services set forth in the attached Exhibit "A,"
City agrees to pay Services Provider a not -to -exceed amount of Fifteen Thousand Seven
Hundred Eighty and No/100 Dollars ($15,780.00) for the term of the Agreement.
6.01 INVOICES
All invoices shall include, at a minimum, the following information:
A. Name and address of Services Provider;
B. Purchase Order Number;
C. Description and quantity of items received or services provided; 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 services as
determined by City's budget for the fiscal year in question. City may affect such termination by
giving Services Provider a written notice of termination at the end of its then current fiscal year.
Any early termination due to non -appropriation of funds shall not obligate Services Provider to
refund any prepaid fees.
8.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Services
Provider 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.
Services Provider may charge interest on an overdue payment at the "rate in effect" on September
l 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 Services Provider, 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 Services Provider 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 Services Provider, cancel this Agreement without liability
to Services Provider if it is determined by City that gratuities or bribes in the form of entertainment,
gifts, or otherwise were offered or given by Services Provider or its agents or representatives to
any City officer, employee or elected representative with respect to the performance of this
Agreement. In addition, Services Provider may be subject to penalties stated in Title 8 of the Texas
Penal Code.
10.01 TAXES
City represents it is exempt from Federal Excise and State Sales Tax; therefore, tax shall
not be included in Services Provider's charges.
11.01 ORDERS PLACED WITH ALTERNATE SERVICES PROVIDERS
If Services Provider cannot provide the goods 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:
Richard King
Traffic Signs and Signals Supervisor
3400 Sunrise Road
Round Rock, Texas 78665
(512) 218-7052
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13.01 INSURANCE
Services Provider shall meet all City of Round Rock Insurance Requirements as set forth
at: http://www.roundrocktexas. og y/vW-contenttunloads/2014/12/corr_insurance 07.20112.pdf.
14.01 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.
15.01 DEFAULT
If Services Provider abandons or defaults under this Agreement and is a cause of City
purchasing the specified services elsewhere, Services Provider 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 services
and that it may not be considered in future bids for the same type of work unless the scope of work
is significantly changed.
Services Provider 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 under
this Agreement;
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.
16.01 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 Services Provider.
B. In the event of any default by Services Provider, City has the right to terminate this
Agreement for cause, upon ten (10) days' written notice to Services Provider.
C. Services Provider 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 Services Provider, Services
Provider 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, Services Provider shall submit a statement showing in detail the services satisfactorily
performed under this Agreement to the date of termination. City shall then pay Services Provider
that portion of the charges, if undisputed. The parties agree that Services Provider 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
Services Provider 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
Services Provider, or Services Provider's agents, employees or subcontractors, in the performance
of Services Provider'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 Services Provider
(including, but not limited to the right to seek contribution) against any third party who may be
liable for an indemnified claim.
18.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
A. Services Provider, 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 services unless the contract contains written
verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel
during the tern of this contract. The signatory executing this Agreement on behalf of Services
Provider verifies Services Provider does not boycott Israel and will not boycott Israel at any term
of this Agreement.
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.
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20.011 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 Services Provider:
Daktronics, Inc.
201 Daktronics Drive
Brookings, SD 57006
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 Services Provider.
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
Services Provider 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 Services Provider 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
h]
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. Services Provider 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. Services Provider understands and agrees that time is of the
essence and that any failure of Services Provider to fulfill obligations for each portion of this
Agreement within the agreed timeframes will constitute a material breach of this Agreement.
Services Provider 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 Services
Provider'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 Services Provider 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.]
IN WITNESS WHEREOF, City and Services Provider have executed this Agreement on
the dates indicated.
City of Round Rock, Texas
/ MI 14
Date Signed: 4
Attest:
By:
Sara White, City Clerk
For City, pp oved as to Fo
ByJA
Stephan . Sheets, City Attorney
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Daktronics, Inc.
By: SCL� L a
Printed Name: Sarah Licht
Title: Service Market Manager
Date Signed: =ta-�
DAKTRONICS 800-DAKTRONICS (800-325-87661 605-697-4000
EXTENDED SERVICE AGREEMENT
DAKTRONICS, INC. ('Daktronics')
201 Daktronics Drive
Brookings, SD 57006
Phone: (800) 325-8766
Daktronics Contact: Devan Goembel
Purchaser: Old Settlers Park
Address: 3300 E Palm Valley Blvd
City, State, Zip : Round Rock, TX 78665-3905
For Internol Use Only
Bill to Loc #f:
Bill to Contact:
Check ##:
Customer ID: 121744 003
Country: United States
Phone: (512) 341-3309
Contact: Bobby Mercer Email: bmercer@roundrocktexas.gov
Old Settlers Park ('Purchaser') hereby agrees to purchase the services, peripherals and additional supplies
(collectively, the 'Services') as described on Attachment A, subject to this Extended Service Agreement, the Terms
and Conditions of Extended Service, and any and all applicable Attachments (collectively, the 'Agreement'), which
documents Purchaser has reviewed and agrees to accept.
Term (Duration) of the Agreement
Commencement Date: 1 April 2021 Expiration Date: 31 March 20__
Order No.: E280185-2 Original Job No.: S280185, S266859
Description of Services Provided L .. Price & Payment Terms
See Attachment A
EQUIPMENT LIST
See Attachment B
Customer Name
Original
Job No.
[—Description of Equipment covered under
this Agreement
Quantity
Customer ID
Old Settlers Park 3300 E Palm Valley Blvd, Round Rock, TX 78665-3905
S280185
GS6-48X100-19-RGB-2V Outdoor Message Center
1
121744-003
S266859
AF-3550-64X192-34-RGB-SF Outdoor Message
Center
2
121744-003
5266859
All Sport 5010 Control Console
2
121744-003
Unless specifically outlined in any Attachments or in the Agreement, this Agreement does not include the following:
1. Any applicable taxes.
2. Third party systems, hoist systems, and any ancillary equipment. Third party systems and ancillary equipment
includes, but is not limited to, front end video control systems, audio systems, video processors and players,
HVAC equipment, LCD screens, and static advertising panels. Daktronics will pass along any manufacturer's
warranty. For a list of products commonly excluded from the Standard Service and Extended Service scope
and to view the manufacturer's warranty, go to www.daktronics-com/exclusions.
3. Incorporation of accessories, attachments, software or other devices not furnished by Daktronics.
Proposal Date: 8 February 2021
Order No. E280185-2
Copyr ght ® Daktronics, Inc. DF-2940 Rev-070115
Page 1 of 7
ATTACHMENT A
PLATINUM PLUS° Services
Scope of Services
Services Included
1. Scheduled on -site labor to diagnose and/or replace failed electronic components.
2. Costs of Standard Access* to the Display/Equipment.
3. Oaktronics parts coverage, which includes:
3.1. Daktronics Rapid Parts'" Exchange Program for available parts only.
3.2. Repair or replacement of failed electronic parts or assemblies.
3.3. Shipping of repaired or replaced failed electronic components from Daktronics.
4. Technical support via telephone during business hours as defined below.
5. Access to the Service Coordination Center.
6. One Annual Systems Check to include annual filter replacement. Systems check may be provided in conjunction with any
service call.
*Standard Access is defined as unrestricted access to the entire display/equipment with up to a 45' aerial lift or bucket truck for an
outdoor display or 30' for an indoor display.
As part of this Platinum Plus service agreement, you are entitled to Daktronics system's check preventative maintenance. Purchaser
designates the following contact as a responsible party for scheduling and communication regarding preventative services.
Name
Email
Phone
Purchaser is responsible for maintaining the current contact information, in order for Daktronics to fulfill its preventative
maintenance obligations.
Platinum Plus shall not include nor be construed to include any service or support that is not expressly stated above in the
definition of the Platinum Plus service. Examples of services that are not within the scope of Platinum Plus service include, but are
not limited to, the following:
• Display Cleanings.
• Network Operations Monitoring services.
• Extended service hours or expedited response times.
• After hours telephone support.
• Costs of access to the display with articulating or specialty lifts or any use of scaffolding or special equipment to protect
customer facilities.
Above listed exclusions are available as billable services. Quotes may be provided upon request.
BUSINESS HOURS:
Monday through Friday, 8 am to 5 pm CST (excludes Daktronics observed holidays).
INITIATED RESPONSE TIME:
1. Daktronics shall respond to service requests within sixteen (16) business hours.
2. On -site service is to be scheduled during the business hours defined above.
Response is defined as Daktronics must begin to work on a solution to the issue.
Purchaser Responsibilities
The items listed below are the responsibil'ty of the Purchaser.
1. Purchaser is responsible for routine operator functions such as content creation or scheduling.
2. Purchaser is responsible for management of customer -owned spare parts inventory.
3. Purchaser is responsible for the maintenance items listed below; failure to properly maintain equipment may, at Daktronics'
sole discretion, relieve Daktronics of its respons;b'!ities under the Terms and Conditions of Extended Service attached
hereto.
Proposal Date: 8 February 2021
Order No. E280185.2
Copyright Q Daktronics, Inc. DF-2440 Rev-070115 Page 2 of 7
3.1. Throughout the term of this Agreement, Purchaser shall maintain site conditions within the common environmental
range of all system devices as specified by Daktronics.
3.2. Purchaser is responsible for routine maintenance functions.
3.3. Purchaser is responsible for purchasing and maintaining antivirus software on all control devices connected to
Daktronics equipment. (See Daktronics Knowledge Base for list of supported software. DD2079868
http://www.daktronics.com/Support/KB/Pages/Antivirus-software-recommendations.aspx )
Platinum Plus is a registered Daktronics trademark.
This Agreement shall be subject to the attached Terms and Conditions of Extended Service.
Proposal Date: 8 February 2021
Order No. E280185-2
Copyright 0 Daktronics, Inc. DF-2940 Rev-070115 page 3 of 7
ATTACHMENT B
Payment Schedule
Unless otherwise agreed below, payment for the Service Agreement must be paid in full on the Commencement Date.
Please initial your selection:
Option 1: PLATINUM PLUS' Services: $4,610.00
Commencement Date: 1 Ap-il 2021 Expiration Date: 31 March 2022
Option 2: PLATINUM PLUS` Services: $15,780.00
Commencement Date: 1 April 2021 Expiration Date: 31 March 2024
Option 3: PLATINUM PLUS* Services: $16,095.00
Payable according to the following schedule.-
$5,365.00 due before commencement
$5,365.00 due 1 April 2022
$5,365.00 due 1 April 2023
Commencement Date: 1 April 2021 Expiration Date: 31 March 2024
Proposal Date: 8 February 2021
Order No. E280185-2
Copyright 0 Daktronics, Inc. DF-2940 Rev-070115 Page 4 of 7
All invoices will be forwarded to Purchaser at the
address indicated on page one (1) of this Agreement
unless otherwise specified below:
Billing Address:
Company:
Address:
City, State, zip:
Country:
Phone:
Contact:
Email:
Purchaser hereby confirms that the Services are to be
delivered at the address indicated on page one (1) of
this Agreement unless otherwise specified below:
Site Address:
Company:
Address:
City, State, Zip:
Country:
ACCEPTANCE:
In witness hereof, the parties hereto have executed this Agreement by and through their duly authorized officers.
PURCHASER: Old Settlers Park
By: ------------------------ Name/Title:------------------ -------- -- Date:
Signature Print or Type
PURCHASER PO #i
DAKTRONICS, INC.
By. _--uLk—A--- Name/Title:—Sakah—L—L(-b� --------- Date: _ e L�` 1
Signature Print r Type
�,o ✓v i t e 1U�� vta9 C' r
This form is an important part of your coverage. Please sign and return the entire Agreement to Daktronics, Inc.
Once the signed Agreement is entered into our system, you will receive a copy for your records. Offer expires 60
days from Proposal Date.
Proposal Date: 8 February 2021
Order No. E280185-2
Copyright (D Daktronics, Inc. OF-2940 Rev-070115
Page S Of 7
TERMS AND CONDITIONS OF EXTENDED SERVICE
1. Scope of Extended Service Agreement, The scope of the Extended Service Agreement (the "Service Agreement") covers the Equipment and any
Software delivered by Daktronics that is delivered under the terms of the applicable software agreement between Purchaser and Daktronics, and
shall also include those services defined on Attachment A, SCOPE OF SERVICES (excluding maintenance services which are the responsibility of
Purchaser as defined on Attachment A or services which may be purchased for an additional feel (the "Services"). Response Times are defined on
Attachment A.
2. Contract Documents. The parties agree that any subsequently -issued Purchaser form, such as a purchase order, shall incorporate the terms
and conditions of this Service Agreement. The provisions of this Service Agreement shall control in the event of any conflicting provision in
Purchaser's form.
3. Commencement Date. The Services shall begin upon the date stated as the 'Commencement Date' as detailed elsewhere in this agreement.
4. Conditions Precedent. Daktronics reserves the right to suspend its performance in the event Purchaser fails to: (a) make payment as required,
(b) maintain the Equipment within the recommended environmental conditions, including but not limited to appropriate ventilation/air
conditioning for its location (Air conditioning systems must be maintained according to manufacturer's specifications), (c) perform preventative
maintenance not included within this Service Agreement, or (d) perform any other obligation including, without limitation, complying with the
terms of any software agreement between Purchaser and Daktronics.
S. Payment. Unless otherwise stated, the price is exclusive of federal, state and local taxes, including without limitation sales, use, excise,
privilege, or transactional taxes, but excluding Daktronics' income tax ('Tax'). Purchaser shall promptly pay upon demand such applicable Tax.
Purchaser must present a valid exemption certificate if it claims any exemption from Tax. Late payments shall accrue interest at the rate of 1.5%
per month or the highest amount permitted by law, whichever is lower.
6. Spare Parts Package. In the event the Equipment was purchased with a spare parts package, the parties acknowledge and agree that the spare
parts package is designed to exhaust over the life of the Equipment and, as such, the replenishment of the package is not included in the scope
of this Service Agreement,
7. Replacement Parts. Any replacement parts or Equipment will be new or serviceably used, comparable in function and performance to the
original part or Equipment, and warranted for the remainder of the Warranty Period. Purchasing additional parts or Equipment from Daktronics
does not extend the Warranty Period.
8. Limitations of Coverage. This Service Agreement does not cover; (a) service due to: (1) inadequate or improper power, including without
limitation a sudden surge of electrical power; (ii) improper handling, installation, adjustment, service, care, maintenance, storage or use of the
Equipment; (iii) a Force Majeure Event; (iv) environmental conditions outside the Equipment's technical specifications (including, without
limitation excessive temperatures, corrosives, and metallic pollutants); (v) defects or failures occurring during a lapse in service coverage; (vi)
incorporation of accessories, attachments, software or other devices or systems not furnished by Daktronics; or (vii) any other cause other than
ordinary use; (b) the provision of replacement communication methods (such as wire, metallic or fiber optic cable, conduit, trenching or other
solutions) for the purpose of overcoming local site interference; (c) wireless devices or services used for providing wireless connection to the
Equipment (wireless devices and services provided by Daktronics are subject to Qaktrmnits terms and Conditions of Wireiess Service available at
https://www.daktronics.com/TermsConditions/DD3956286); (d) LED degradation or ultraviolet (UV) damage (degradation means the LED
continues to emit light, but at some lesser level of brightness); (e) paint or refinishing the Equipment or furnishing material for this purpose; (f)
pixel failure less than a total of .5% of the overall display, or in the case of free form elements, one entire element; (g) electrical work external
to the Equipment; (h) batteries; (i) third -party systems and other ancillary equipment including without limitation front-end video control systems,
audio systems, video processors and players, HVAC equipment, and LCD screens; (j) the security or functionality of End User's network or systems,
including anti -virus software updates; or (k) any physical damage which includes, but is not limited to, missing, broken, or cracked components
resulting from non -electrical causes; altered, scratched, or fractured electronic traces; missing or gauged solder pads, cuts or clipped wires,
crushed, cracked, punctured, or bent circuit boards; or tampering with any electronic connections. Further, in displays manufactured using
certain LEDS as indicated by an M or WR (indicating LED type) in the display name, this Agreement does not cover pixel failure after five (5) years.
9. Actions that Void the Service agreement. Daktronics shall be under no obligation to continue service under this Service Agreement if the
Equipment or Software is: (a) moved from its location of initial installation or reinstalled without the prior written approval of Daktronics (unless
the equipment was designed by Daktronics to be mobile), or (b) improperly repaired or altered in a manner inconsistent with the Equipment
manufacturer's standards or recommendations.
10, Service Providers. Daktronics may select the parties delivering services under this Service Agreement at its reasonable discretion.
11. Access to the Equipment. The Purchaser shall provide unfettered, solid, safe and unrestricted access to the Equipment (including, if requested,
any installed Software) taking into account environmental or site conditions. Unless otherwise specified on Attachment A, the Purchaser shall be
required to provide any lifts or access equipment. Additional equipment or personnel required for safety, as determined by Daktronics in its
reasonable discretion, shall be billed separately on a time and material basis.
12. Adverse Conditions. In no event shall Daktronics be obliged to perform Services under this Service Agreement during the existence of Adverse
Conditions. 'Adverse Conditions' include without limitation, the following: severe inclement weather, hazardous site conditions including
infestations of animals or dangerous insects, saturated ground conditions, or residence or occupation by unauthorized personnel. The
determination of a site condition as an Adverse Condition shall be at the reasonable discretion of Daktronics. Inaccessibility due to Adverse
Conditions will exempt a location from coverage under this Service Agreement until such time as the Equipment becomes safely accessible once
again.
13. Cooperation. Purchaser shall fully cooperate with Daktronics in connection with the service of the Equipment and Software. The Purchaser
shall promptly notify Daktronics of Equipment and Software failure. Waiver of liability or other restrictions shall not be imposed as a requirement
prior to accessing the site.
Proposal Date: 8 February 2021
Order No. E280185-2
Copyright O Daktronics, Inc. DF-2940 Rev-070115 page 6 of 7
14. Return Items. All items returned to Daktronics must have a Return Material Authorization (RINA) number. For exchange items, the number
is included with the shipment of the exchange unit. For repair items, an RMA number can be obtained by phone (800-325-8766), (International
+1-605-697-4000), fax (605-697-4444) unless otherwise directed by Daktronics.
15. Shipping. when returning parts to Daktronics for repair or replacement, Purchaser assumes all risk of loss or damage, agrees to use any
shipping containers, which might be provided by Daktronics, and agrees to ship the Equipment in the manner prescribed by Daktronics. If
returning equipment within the United States or within Canada, all Equipment must be returned by Purchaser FOB Daktronics' designated facility.
If returning equipment across country borders, all Equipment must be returned by Purchaser DDP Daktronics' designated facility per INCOTERMS
2010. Daktronics assumes all risk of loss or damage during return shipment to Purchaser and such Equipment shall be returned by Daktronics
FOB or DDP Purchaser's designated facility as appropriate.
16. Confidentiality. To the extent permitted by taw, Purchaser shall consider all information furnished by Daktronics, including the terms and
conditions of this Service Agreement, to be confidential and shall not disclose any such information to any other person, or use such information
itself for any purpose other than fulfillment of this Service Agreement unless Purchaser first obtains written permission from Daktronics to do so.
Purchaser shall provide confidential information only to those of its agents, servants, and employees who have been informed of the requirements
of this paragraph and have agreed to be bound by them. The provisions of this paragraph shall survive termination of the Service Agreement,
17. Default. Daktronics reserves the right to terminate this Service Agreement and accelerate all amounts due and payable if: (a) Purchaser fails
to make payment to Daktronics within ten days of the agreed payment dates, (b) Purchaser otherwise fails to comply with any material provision
of this Service Agreement, or (c) any proceeding is filed by or against Purchaser in bankruptcy. Daktronics reserves all its rights (both legal and
equitable) under the Agreement, applicable statutes, and the common law. if Purchaser fails to perform any covenant or obligation under this
Service Agreement or any other agreement that Purchaser has with Daktronics, including without limitation the failure to pay when due any
amounts owed to Daktronics, Daktronics shall be excused from the performance of any of its obligations under this Service Agreement and any
other agreement it has with the Purchaser. Purchaser shall be liable for any and all costs and expenses (including reasonable attorney's fees)
incurred by Daktronics in enforcing any provision of this Service Agreement.
18. Indemnity. Daktronics shall indemnify, defend and hold harmless the Purchaser and their respective subsidiaries, officers, directors,
shareholders, partners, employees, agents, insurers, successors and assigns from any third -party claims for liability, losses, damages, costs or
expenses (collectively, 'Losses') to the extent that such Losses arise out of: (i) any negligent act or omission by Daktronics or its personnel,
agents, subcontractors, or others engaged by Daktronics or under Daktronics' control related to the execution of this Service Agreement; (il) any
claim against any indemnified party by reason of or alleging any unauthorized or infringing use by an indemnified party of any patent, process,
trade secret, copyright, trademark, or other intellectual property right regarding the Equipment or the Software and its components; or, (W) any
fine or assessment with respect to any violation or alleged violation of any applicable laws regarding safety or health.
The Purchaser shall indemnify, defend and hold harmless Daktronics and its subsidiaries, officers, directors, shareholders, partners,
representatives, employees, agents, insurers, successors and assigns of each of the foregoing from any and all Losses arising out of or in any way
related to: (i) any negligent act or omission by the Purchaser or its personnel, agents, subcontractors, or others engaged by the Purchaser or
under their control (other than Daktronics or its personnel, agents, subcontractors, or others engaged by Daktronics or under Daktronics' control),
or (ii) any unauthorized or infringing use by an indemnified party of any patent, process, trade secret, copyright, trademark, or other intellectual
property right.
19. Disclaimers; Limitation of Liability. Daktronics makes no representations or warranties under this Service Agreement. The damage limitation
provided in this Service Agreement and the remedies stated herein shall be exclusive and shall be Purchaser's sole remedies. THE PARTIES AGREE
THAT IN NO EVENT WHATSOEVER SHALL THE LIABILITY OF EITHER PARTY EXCEED THE AMOUNT OF THE PURCHASE PRICE. IT IS AGREED THAT IN NO
EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, REGARDLESS OF CAUSE, WHETHER
SUCH LOSSES ARISE DIRECTLY OR INDIRECTLY FROM THE OTHER PARTY'S ACTS, OMISSIONS, OR BREACH. For the purposes of this Agreement, the
Parties agree that "Consequential Damages" include, but are not limited to, loss of use, loss of profit, loss of business opportunity, and loss of
advertising revenue. Purchaser explicitly accepts the provisions of this paragraph in return for the prices granted under the Service Agreement.
Purchaser understands and agrees that the prices granted herein would be higher in the absence of this limitation of liability. No action against
Daktronics shall be commenced more than one year after the accrual of the cause of action, Daktronics shall have no liability with respect to
claims relating to or arising from use of third -party products and services.
20. Force Majeure. Both parties shall be excused from any liability under this Service Agreement for any delay in performance or failure to
perform which delay or failure to perform is caused by circumstances which are beyond the reasonable control of that party, including without
limitation acts of God, natural disaster, fire, flood, labor or material shortages, war, vermin, earthquakes, tsunami, acts of terrorism, etc. (a 'Force
Majeure Event').
21. Assignment. Unless otherwise stated, this Service Agreement may not be assigned by either party without the prior written consent of the
other party.
22. Miscellaneous. This Service Agreement shall be governed by the laws of state where the Services are provided without regard to its conflict
of law principles. This Service Agreement is the product of negotiations between the parties hereto represented by counsel and any rules of
construction relating to interpretation against the drafter of an agreement shall not apply to this Service Agreement and are expressly waived.
This Service Agreement represents the entire agreement of the parties and supersedes any previous understanding or agreement regarding the
Services. This Service Agreement may not be amended or altered in any manner except in a writing signed by both parties. This Service Agreement
may be executed in counterparts. The Purchaser and Daktronics are not partners or joint venturers. If any part of this Service Agreement is in
any manner held to be invalid, illegal, void, or to be in conflict with any law, then the validity of the remaining portions or provisions of this
Service Agreement shall not be affected, and such part, term, paragraph or provision shall be construed and enforced in a manner designed to
effectuate the intent expressed in this Service Agreement to the maximum extent permitted by law.
Proposal Date: 8 February 2021
Order No. E280185-2
Copyright 17 Daktronics, Inc. DF-2940 Rev-070115 Page 7 0l 7
ROUND ROCK
TETS-
City of Round Rock
Agenda Item Summary
Agenda Number:
Title: Old Settlers Park Display Board
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 6/19/2021
Dept Director: Gary Hudder, Transportation Director
Cost: $15,780.00
Indexes: General Fund
Attachments: Amgt with Daktronics
Department: Transportation Department
Text of Legislative File CM-2021-175
Requesting a Service Agreement with DAKTRONICS, Inc to provide services for the Old Settlers Park Display
Boards.
This Service Agreement includes support, diagnose and replacement of failed electronic components. This
also, includes cost of labor and routine annual maintenance. This is a three-year Service Agreement for a
not to exceed amount of $15,780.00. Funding for this item will be from current General Operation &
Maintenance funding.
Cost: $15,780.00
Source of Funds: General Fund
City of !found Rock Page 1 of 1