CM-2021-238 - 9/10/2021CITY OF ROUND ROCK
AGREEMENT FOR
RFID LIBRARY SECURITY GATES
WITH
TECH LOGIC CORPORATION
THE STATE OF TEXAS §
CITY OF ROUND ROCK §
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
KNOW ALL BY THESE PRESENTS:
THAT THIS Agreement for the purchase of RFID security gates for the City of R
Rock's library (referreVtk,
s the "Agreement"), is made and entered into on this the
day of the month of 2021, by and between the CITY OF ROUND ROCK, TEXAS,
a home -rule municip ity whose offices are located at 221 East Main Street, Round Rock, Texas
78664 (referred to herein as the "City") and TECH LOGIC CORPORATION, 835 Hale Avenue
N, Oakdale, Minnesota 55128 (referred to herein as the "Services Provider").
RECITALS:
WHEREAS, City desires to purchase RFID security gates for the library; 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 of the hardware and software
required to operate the system; and
WHEREAS, the City desires to procure said goods and 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:
00478818A2
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. This Agreement shall terminate upon the successful completion of the installation
of the RFID security gates.
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 goods and 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
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specifically engaged. Services Provider shall provide its goods and 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 an amount not -to -exceed Twenty -One Thousand Eight
Hundred Three and 421100 Dollars ($21,803.42) for the term of the Agreement. Said payments
shall be made as set forth in the attached Exhibit "A."
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
1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b); 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:
Geeta Halley
Assistant Library Director
216 East Main Street
Round Rock, Texas 78664
(S 12) 218-7016
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13.01 INSURANCE
Services Provider shall meet all City of Round Rock Insurance Requirements as set forth
at: http:l/www.roundrocktexas.vgylwp-content/u 1 ads/2014/12/corr insurance 07.20112. df.
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 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 tenminate 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.
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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 2271, 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 term 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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20.01 NOTICES
All notices and other communications in connection with this Agreement shall be in writing
and shall be considered given as follows:
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:
Tech Logic Corporation
835 Hale Avenue N,
Oakdale, Minnesota 55128
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
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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
Attest:
By:
Sara White, City Clerk
For City, roved as to ''orm:
By: .
Stephan . Sheets, City Attorney
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Exhibit "A"
0 Tech Logic
Quote Submitted:
6/22/2021
Quote Valid Until:
120 days from bid date
835 Hale Avenue North
Oakdale, Minnesota 55128
(800) 494-9330
www.tech-logic.com
Exhibit "A"
,a
Prepared For Round Rock Public Library, TX 6/22/2021
Quote Number 20210622 TH
QTY
PN
Seff-Checkout-System Products and Services
Unit Price
Extended Price
Optional 2nd Year
Hardware Price
rfid GATE
21 83002002 Tech Logic Dual Aisle Crystal Gate Excellence %nth People Counter $6,601711 $13.203.421 $2,850 00
Installation and Training Costs
11 Total Onsde Installation for Gates $7,000.00 $7,000.00
Shippina
1 Estimatedtt# $1600.00
$1,600-00
Sub Total (USD) $21,803,42
Total (USD) $21,803.42 $ 2,850.00
Prices contained in this quote are good for 120 days
Required Annual Software Licensing (beginning in year 2)
No. of seats
1 rfidGATE Software $325
Total (USD) $325
Extended Hardware Warranty (beginning In year 2)
Years
2
Optional Hardware Warranty Shown to USD
S2 $54.00
2-3
s5,415.00
2-4
$7 951.50
25
$10 374.00
2-6
$12,825.00
Tech Logic 1 835 Hale Avenue N, Oakdale, MN 55128 1 (800) 494-9330
Exhibit "A"
,a
circlT Suite Payment Terms and Support:
t Software support is required starting in year two.
tt Hardware support is optional starting in year two.
ttt Shipping charges estimated on all quoted products shipping at the same time F.O.B. originating
facility.
Shipping is estimated and calculated using today's rates to one receiving location, unless otherwise
noted. Additional shipping charges may apply. Multiple shipments may result in increased charges.
• Restocking fee of 20% will be applied to all returned hardware prior to library credit. Costs incurred for
returned hardware are at the expense of the library.
• Payment of all applicable duties and taxes are the responsibility of the purchasing entity. All prices
including Service and Maintenance do not include any applicable sales tax. If tax exempt, please provide
Tax Exempt Certificate.
• Standard Tech Logic Terms and Conditions apply to all sales.
• Prices quoted above include a standard Tech Logic one year warranty.
• Pricing for Comprise Smart Terminals include one Merchant Account set-up. Additional Merchant Account
set-up pricing is indicated in above quote.
• Any required SIP configuration or ILS renewal fees are not covered by the Tech Logic first year warranty.
Payment Terms for circlT Suite Software and Equipment: A payment of 50% of the total order due
upon execution of order confirmation 50% payment due net 30 at shipping. The net amount of each
invoice is due in full, within thirty (30) days of date of invoice.
Interest Charges: If any payments due from Library to Tech Logic are deemed to be, in the sole
discretion of Tech Logic, overdue, then interest charges thereon shall be paid by Library to Tech Logic
at a rate of one and one-half percent (1.5%) per month.
Performance Bond & Payment Bond:
Costs associated with Performance & Payment bond requirements are the sole responsibility of the
library.
Software and Hardware Support.
• Required Annual Software License(s) costs begin in year two these costs are required for the duration the
software is in use and is billed annually.
• Optional Extended Hardware Maintenance program costs begin in year two for chosen hardware equipment.
Decline and/or lapse in coverage negates the ability to apply hardware maintenance on items at a later date.
* Required Annual Software License(s) and Optional Extended Hardware Maintenance Programs automatically
increase 2% per Year. Comprise products are exempt from any annual support increase.
Order submission confirms your understand of above stated policy.
Phone SuMort-Service Calls
The minimum charge for service calls is a two-hour minimum.
Notes:
1) SIP2 is required. Please ensure that the SIP & ILS implementations are of the latest versions.
2) The SIP interface which integrates self -check systems with the ILS software is provided by the ILS vendor.
3) If the library is providing Its own computers for the selfCIRC PRO option, verify computers meet minimum
specifications.
4) circlT Credit Card Payment works in conjunction with VeriFone or Comprise.
5) Payment Processing is the responsibility of the Library.
Tech Logic 1 835 Hale Avenue N, Oakdale, MN 55128 1 (800) 494-9330
Exhibit "A"
Lease Financing Ootion
Estimated Monthly Lease Payment:
Based on Lease Amotmt of:
$ 21,803.42
36 Month Lease
746.02
48 Month Lease
584.77
60 Month Lease
S 484.69
Horizon Keystone Financial
a Division of Marlin Capital Solutions
The end of term purchase option is $1.00 and you will then own the equipment.
The above quote is subject to credit approval. Valid for 14 days.
Finance questions? Call Jiro Wall at 856-380-8140 or
e-mail at 1Wall@horizonkeystone.com
Click link below for Online Lease Application
www.applyforlease.com
htti)://www.agplyforlease.com
Tech Logic 1 835 Hale Avenue N, Oakdale, MN 55128 1 (800) 494-9330
Exhibit "A"
marlin
-.�,..)n key
The Value of Municipal Financing
Horizon Keystone Financials' initial emphasis in every sale is to identify and meet customer
requirements. We structure lease terms that match your individual needs and budget. We will stay with
you through the entire leasing process, from need identification through approval, documentation, and
funding. We will work with you through every step of acquiring and financing equipment.
Who qualifies for a municipal finance agreement?
The government of states, counties, cities, towns, villages, boroughs, school districts, and state
universities.
What kind of equipment can be financed?
All Tech Logic products and services.
How can a municipal finance agreement help our organization? A municipal finance agreement
can improve your organization's financial situation by:
Reducing Monthly Outlays Because municipal interest payments are exempt from federal income
taxes, Horizon Keystone Financial passes its tax savings on to you in the form of lower rates that keep
your monthly payments affordable.
Leveraging Cash Position If your balance sheet is healthy, keep those cash reserves fully invested
and use the income to off set the interest on your lease payments. Horizon Keystone Financials tax-
exempt finance rates may even be lower than the rate you can earn on your invested funds.
Preserving Cash With no up -front cash required, you can use your available capital for operating
requirements rather than down payments.
Sim li in Financial Transactions A master finance agreement line can eliminate the hassles of
negotiating and bidding multiple purchases. Horizon Keystone Financial will fund your entire lease,
eliminating the need for underwriting by investment bankers and the need to prepare lengthy
documents.
Fundina Immediate Needs You'll get the equipment you need now, without waiting for next year's
budget cycle and without the costs and delays of a voter referendum.
Poolinc
i Financial Needs for Discounts Consolidate the equipment needs of all your departments into
a single finance agreement line and reap the rewards of lower interest rates.
Increasina Financial Control Coordinate the purchasing activities of multiple departments with a
master finance agreement line that guarantees the same favorable terms for every transaction.
Non Agprogriation Agreement - A municipal lease characterized by a non -appropriation clause
specifies that the lease can be terminated in the event funds are not made available in subsequent
fiscal years.
Early Buyout Options - Government body would be given an option to prepay the finance agreement
at a discounted buyout price negotiated at the inception of the lease.
Variable Payments - Finance agreements could be structured with monthly, semi-annual, or annual
payment structures to accommodate the government body financing.
Program Options Provided By:
Horizon Keystone Financial —A Division of Marlin Solutions
Jim Wall: 856-380-8140 JWal Whorizon keystone. corn
INFLATION HEDGE - Payment with tomorrow's dollars at today's prices.
Tech Logic 1 835 Hale Avenue N, Oakdale, MN 551281 (800) 494-9330
ROUND ROClC
TEXAS
City of Round Rock
Agenda Item Summary
Agenda Number:
Title: Consider executing an Agreement with Tech Logic Corporation for the purchase
of RFID security gates for the new library building.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 9/10/2021
Dept Director: Michelle Cervantes, Director
Cost: $21,803.42
Indexes: 2014 General Obligation Bonds
Attachments: Agrmnt Tech Logic Security Gates 090121
Department: Library
Text of Legislative File CM-2021-238
Agreement is for the purchase of RFID security gates, software and installation for the new library building.
Cost: $22,803.42
Source of Funds: 2014 General Obligation Bonds
City of Round Rock Page 1 of !