R-2021-314 - 11/18/2021 RESOLUTION NO. R-2021-314
WHEREAS, the City of Round Rock ("City") desires to purchase goods, labor, and services to
print, insert and mail the City of Round Rock Utility Department bills; and
WHEREAS, the City entered into an Interlocal Agreement for Joint and Cooperative
Purchasing with the City of Cedar Park, Texas, on July 9, 2009, pursuant to Resolution No. R-09-07-
09-9A 1; and
WHEREAS, said Interlocal Agreement was entered into for the purpose of allowing the City
and the City of Cedar Park to jointly procure materials, supplies, goods, services or equipment
pursuant to Subchapter F, Chapter 271 of the Texas Local Government Code; and
WHEREAS, the City of Cedar Park previously entered into an Agreement with DataProse,
LLC on June 8, 2020, for the purchase of goods, labor, and services to print, insert and mail the City of
Cedar Park's water utility bills; and
WHEREAS, the City desires to purchase the goods and services from DataProse, LLC
pursuant to Chapter 271.102(c) in lieu of seeking competitive bids,Now Therefore
BE ITbRESOLVED 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 Printing and Mailing Services for Utility Billings From DataProse, LLC, a
copy of said Agreement being attached hereto as Exhibit"A" and incorporated herein.
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.
011220212;00485017
RESOLVED this 18th day of November, 2021.
CRAIG MO GA Mayor
City of Round Rock, Texas
ATTEST:
Q/-Ij pt? 1, 1
MEAGAN fINKS, Ci Clerk
2
EXHIBIT
„A►,
CITY OF ROUND ROCK
AGREEMENT FOR PURCHASE OF
PRINTING AND MAILING SERVICES FOR UTILITY BILLINGS
FROM DATAPROSE, LLC
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
That this Agreement for purchase of goods, labor, and services to print, insert and mail
the City of Round Rock Utility Billing Department bills on a weekly basis, referred to herein as
the "Agreement," is made and entered into on this the day of the month of
, 2021, between the CITY OF ROUND ROCK, TEXAS, a home-rule
municipality whose offices are located at 221 East Main Street, Round Rock, Texas 78664
(referred to herein as "City"), and DATAPROSE, LLC whose offices are located at 1122 West
Bethel Road, Suite 100, Coppell,Texas 75019 (referred to herein as the"Vendor").
The purpose of this Agreement is to contractually bind Vendor to provision of all
equipment, materials, and labor necessary to receive and convert (if required)billing information
for printing monthly water utility bills and cut-off notices, print statements and notices with
variable billing data, fold and insert with return envelope and any additional inserts, seal mailing
envelopes,and mail to customers within City-specified timeframes.
RECITALS:
WHEREAS, City desires to purchase from Vendor the goods, labor, and services to
print, insert and mail the City of Round Rock Utility Department bills; and
WHEREAS, City entered into an Interlocal Agreement for Joint and Cooperative
Purchasing with the City of Cedar Park, Texas, on July 9, 2009, pursuant to Resolution No. R-
09-07-09-9A1, attached as Exhibit"A"and incorporated herein; and
WHEREAS, said Interlocal Agreement was entered into for the purpose of allowing the
City and the City of Cedar Park to jointly procure materials, supplies, goods, services or
equipment pursuant to Subchapter F, Chapter 271 of the Texas Local Government Code; and
WHEREAS, the City of Cedar Park previously entered into an Agreement with Vendor
on June 8, 2020, for the purchase of goods, labor, and services to print, insert and mail the City
of Cedar Park's water utility bills (see Exhibit"A"); and
WHEREAS, City desires to purchase the goods and services set forth herein pursuant to
Chapter 271.102(c)in lieu of seeking competitive bids; and
00481663/ss2
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 receipt and sufficiency of which are hereby acknowledged, the parties
mutually agree as follows:
1.01 DEFINITIONS
A. Agreement means the binding legal contract between City and Vendor whereby
City is obligated to buy specified goods and Vendor is obligated to sell same. The Agreement
includes: (a) Interlocal Agreement between City and the City of Cedar Park for cooperative
purchasing attached as Exhibit "A"; (b) pricing set forth in Exhibit `B"; and (c) any exhibits,
addenda, and/or amendments thereto.
B. City means the City of Round Rock, Williamson and Travis Counties, Texas.
C. Effective Date means the date upon which the binding signatures of both parties
to this Agreement are affixed.
D. Force Majeure means acts of God, strikes, lockouts, or other industrial
disturbances, acts of the public enemy, orders of any kind from the government of the United
States or the State of Texas or any civil or military authority, insurrections, riots, epidemics,
landslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the government
and the people, civil disturbances, explosions, or other causes not reasonably within the control
of the party claiming such inability.
E. Goods and services mean the specified services, supplies, materials,
commodities, or equipment.
F. Vendor means DataProse, LLC or any of its successors or assigns.
2.01 EFFECTIVE DATE, TERM,ALLOWABLE RENEWALS,PRICES FIRM
A. This Agreement shall be effective on the date it has been signed by both parties
hereto, and shall remain in full force and effect unless and until it expires by operation of the
term stated herein, or until terminated or extended as provided herein.
B. The term of this Agreement shall be for five (5) years from the effective date
hereof. Prices shall be firm for the duration of this Agreement. A price increase may be
considered on the anniversary date of the Agreement each year and shall be equal to the
consumer price index for that year, but at no time can be greater than 10% for any single line
item. Price adjustments will be made in accordance with the percentage changes in the U.S.
1)
Department of Labor Consumer Price Index (CPI-U) for all Urban Customers. The price
adjustments rate will be determined by comparing percentage difference between the CPI in
effect for the base year six-month average (January through June or July through December);
and each (January through June or July through December six month average) thereafter. The
percentage difference between those two CPI issues will be the price adjustment rate.
D. City reserves the right to review the relationship 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 Interlocal Cooperation Agreement between City and the City of Cedar Park attached
as Exhibit "A," and the goods and services which are the subject matter of this Agreement as
described in Exhibit "B," together with this Agreement, comprise the total Agreement and they
are fully a part of this Agreement as if repeated herein in full.
This Agreement supersedes and replaces any previous agreements between the parties
and shall supersede any prior proposals, correspondence or discussions.
4.01 SCOPE OF WORK
Vendor shall satisfactorily provide all deliverables and services described in Exhibit "B"
within the contract term specified. A change in the Scope of Services and any additional fees
related thereto must be negotiated and agreed in all relevant details, and must be embodied in a
valid Supplemental Agreement as described herein.
5.01 COSTS
The City shall pay the Vendor for services rendered as described herein the prices set
forth on page twenty-nine(29) of Exhibit"B" of this Agreement.
6.01 INVOICES
All invoices shall include, at a minimum, the following information:
A. Name and address of Vendor;
B. Purchase Order Number;
C. Description and quantity of items received; and
D. Delivery dates.
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7.01 NON-APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by City's budget for the fiscal year in question. City may affect such termination by
giving Vendor a written notice of termination at the end of its then-current fiscal year.
8.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by City to Vendor will be made within thirty (30) days of the date City receives goods
under this Agreement, the date the performance of the services under this Agreement are
completed, or the date City receives a correct invoice for the goods or services, whichever is
later. Vendor may charge interest on an overdue payment at the "rate in effect" on September 1
of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to
payments made by City 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) There is a bona fide dispute between Vendor and a subcontractor or between a
subcontractor and its supplier about the goods delivered or the service
performed that causes the payment to be late; or
(c) The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
(d) The invoice is not mailed to City in strict accordance with any instruction on
the purchase order relating to the payment.
9.01 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without incurring any
liability to Vendor if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offered or given by Vendor or its agents or
representatives to any City officer, employee or elected representative with respect to the
performance of this Agreement. In addition, Vendor may be subject to penalties stated in Title 8
of the Texas Penal Code.
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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 as specified, City reserves the right and option to obtain the
products from another supplier or suppliers.
12.01 INSURANCE
Vendor shall meet all of City's insurance requirements as set forth on the City's website
at: https•//www roundrocktexas gov/"-content/uploads/2014/12/corr insurance 07.20112.pdf
Failure to meet or maintain City's insurance requirements shall be considered a material breach
of this Agreement.
13.01 CITY'S REPRESENTATIVE
City hereby designates the following representative(s) authorized to act in its behalf with
regard to this Agreement:
Jorge Villegas
Utility Billing Manager
221 East Main Street,
Round Rock, Texas 78664
(512) 218-5465
i v i l las(a-roundrocktexas.gov
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 Vendor abandons or defaults under this Agreement and is a cause of City purchasing
the specified goods elsewhere, Vendor agrees that it may be charged the difference 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.
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Vendor shall be declared in default of this Agreement if it does any of the following:
A. Fails to make any payment in full when due;
B. Fails to fully, timely and faithfully perform any of its material obligations 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 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 (at the option of City), indemnify, and hold City, its successors,
assigns, officers, employees and elected officials harmless from and against all suits, actions,
legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any and all
other costs or fees arising out of, or incident to, concerning or resulting from the fault of Vendor,
or Vendor's agents, employees or subcontractors, in the performance of Vendor's obligations
under this Agreement, no matter how, or to whom, such loss may occur. Nothing herein shall be
deemed to limit the rights of City or Vendor (including, but not limited to the right to seek
contribution)against any third party who may be liable for an indemnified claim.
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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 2271, Texas Government Code,a governmental entity
may not enter into a contract with a company for goods and 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 the contract. The signatory executing this Agreement on behalf of
Vendor verifies Vendor does not boycott Israel and will not boycott Israel at any time during the
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.
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 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:
DataProse, LLC
1122 W. Bethel Road, Suite 100
Coppell,TX 75019
Notice to City:
City Manager
221 East Main Street
Round Rock, TX 78664
7
AND TO:
Stephan L. Sheets, City Attorney
309 East Main Street
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
If a dispute or claim arises under this Agreement, the parties agree to first try to resolve
the dispute or claim by appropriate internal means, including referral to each party's senior
management. If the parties cannot reach a mutually satisfactory resolution, then and in that event
any such dispute or claim will be sought to be resolved with the help of a mutually selected
mediator. If the parties cannot agree on a mediator, City and Vendor shall each select a mediator
and the two mediators shall agree upon a third mediator. Any costs and fees, other than attorney
fees, associated with the mediation shall be shared equally by the parties.
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
such void provision shall be deemed severed from this Agreement, and the balance of this
Agreement shall be construed and enforced as if this Agreement did not contain the particular
portion or provision held to be void. The parties further agree to amend this Agreement to
8
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 to
be 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 are on the following page.]
9
I
IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
City of Round Rock,Texas DataProsee, LLC
By: By:
Printed Name: Printed Name:
Title: Title: C- f
Date Signed: Date Signed: G - 2 a • Z Z
Attest:
By:
Sara L. White, City Clerk
For City,Approved as to Form:
By:
Stephan L. Sheets, City Attorney
10
Exhibit "A"
RESOLUTION NO. R-OW-09-9A1
WHEREAS, Chapter 991 of the Texas Government Code, V.T.C.A. ,
authorizes local governments and agencies of the state to enter into
agreements with one another to perform governmental functions and
services, and
WIMREAS, the City of Round Rock wishes to enter into an
Interlocal Agreement between the Cities of Cedar Park, Hutto,
Leander, Georgetown and Taylor and the Brushy Creek Regional utility
Authority, Inc. for the purpose of participating in joint and
cooperative purchasing, 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 Interlocal Agreement for Joint and Cooperative
purchasing between the Cities of Round Rock, Cedar Park, Hutto,
Leander, Georgetown and Taylor, Texas and the Brushy Creek Regional
Utility Authority, Inc. , a copy of same being attached hereto as
Exhibit w 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.
a, .awcw
Exhibit "A"
RESOLVED this 9th day of iluly, 2009.
J?Yrt,/��
ALAN MCMU W, Mayor
City of Round Rock, Texas
ATTEST:
-aLv�R-i�
SARA L. WHITS, City Secretary
2
/001.
Exhibit "A"
INTERLOCAL AGREEMENT
FOR J-0—M AND COOYRBA=PURCHAMG
BMYM THE CM IRS OF ROUND RQG'IIC.CEDARFAW HITPLY).
L ANDE GRQRGETOWN, 1�iD TATIM TEXAS AND
THE BRUMU CREEK RZOONAy il'171 M AUTHOUM,,NC
This InMiccal AgRem®i(hereinafter refeeed to as the"Agmement')is entered
into by and between the undersigned Local Governments of the State of Texas,namely
the City of Round Rock,Tems,the City of Cedar Pare,Texas,the City of Hutto,Texas,
the City of Leander, Texas, the City of Georgetown, Texas,the City of Taylor,Texas,
and the Brushy Creek Regional Utility Authority,Inc. (hereinafter ref xred to as the
"Local Governments!'I acting by and through their respective signature authorities,
pursuant to and under authority of the Interlocal Cooperallon Act, Chapter 791 of the
Texas Government Code, fbr the purpose of participating in joint and cooperative
purchasing. The undersigned Local Governments may be rdened to In this Agrveo nt
individually as a'Tartyr'and collectively as the"Parties."
RECITA1e9:
WHEREAS, this Agreement is autbori7Ad by Chapter 791 of the Texas
Government Code and Subchapter F,Chapter 271 of the Texas Local Govemamt Code;
and
WHEREAS, the Parties are all local gvvemmeats as that term is defined in
Section 271.101('2)of the Texas Local Government Code and in V.T.C.A.,Goverment
Coda,Section 791.003(4)(B);and
WHEREAS,Section 271.102 of the Texas Local Government Coda authorizes
local governments to participate in a cooperative purchasing program with another local
goverment or local cooperative orgmA7Aon;and
WHEREAS, a local government that prate materials, supplies, goods,
services or equipment pursuant to a cooperative purchasing program with another local
government satisfies the requirement of the local government to seek competitive bids for
the purchase of the goods or services;and
WHEREAS,local governments in the State of Texas have the ability to realize
substantial savings and economics of scale by jointly procuring materials, supplies,
goods,services or equipment;and
WHEREAS, the Parties desire to enter into a cooperative purchasing program
which will allow Parties to pumhase materials, supplies, goods, services or equipment
pursuant to Subchapter F,Chapter 271 of the Texan Local Government Code.
WHEREAS, each of the Parties finds that its payments for services performed
pursaaw to this Agreement may be made from current revenues that are readily available
only for payments that are due this fiscal year,and
issaas�
Exhibit "A"
WHEREAS, the Parties find that the amount paid for the services ptdbmied
under this Agreement fairly compensates the perfbmdng party;and
WHEREAS, the Parties, acting by and through their mspecdve signature
authorities,do hereby adopt and find the fwWing premises as findings of said governing
bodles;and
NOW THEREFORE, in consideration of the mutual promises, Inducements,
covenants,agreements,conditions and other good and valuable consideration,the receipt
and suffclency of which is hereby acknowledged,the Parties agree as follow&
ARTICLE I
PURPOSE
1. The purpose of this Agreement is to establish a cooperative purchasing
program between the Parties, which will allow the Parties to realize savings when
purchasing materials,supplies,gam,services or equipment,and which will facilitate the
Parties' ability to satl*state laws requiring the Parties to seek competitive bids for the
purchase of goods and servicm.
ARTICLE n
TERM
2 The term of this Agreement shall commence on the date on which all
�dierst; [l�dtbawviber�t Ih�Dati �hfli�dgrsi�t�l
ess superseded by a supplemental agreement or terminated as provided
stated herein, unl
in this Agroemment, i
ARTICLE III
TERMINATION
3. A Party may withdraw Its participation from this Agreement by providing
thirty(30)days prior written notice to the other Parties. Withdrawal of one Party to this
Agreement does not affect the validity of this Agreement as to the remaining Parties.
ARTICLE IV
PURCHASING
�4. Each Party shall designate
Qaf�ptecoorrrtteo act under the direction of, and on
�er s5tdi"mtDCoap °t� r�oi►t�ts[iarreY-r��nvaer�ir0a�°��rs
made under Chapter 271,Subchapter F,Terms Local Government Code. Each Party shall
be responsible for the vendors' compliance with prov3slons relating to the quality of
Items and terms of delivery as to any items purchased by said Party under this
Agreement.
Exhibit "A"
ARTICLE V
CURRENT RKMUE
S. The Parties hereby warrant that all payments,expenditures,contributions,
fees,costs,and disbursements,if any,required of each party hereunder or required by any
other agreements, contracts and documents executed, adopted,or approved pursunrt to
this Agreement, which shall include any exhibit, attachment, addendum or associated
document,shall be paid from carrent revenues available to the paying Party. The Parties
hereby warrant that no debt Is created by this Agmtamt.
ARTICLE VI
FISCAL,FUNDING
6. The obligations of the Parties pursuant to this Agreement are contingent
4W firs OF ffi 'A' ' ad 0ot A*N*P
refund of amounts previously contributed in the
However,no Party will be entitled to a
event of withdzawal for lack of fvmding.
ARTICLE VII
MISCELLANEOUS
7A. Rel"iluMg Q(Pasflea: This Agreement is not intended to create,nor
should it be construed as creating,a partnership,nation,joint venture or trust.
7B. MI Lee. Any notice required or permitted to be delivered hereunder shall
'A
respective Party at the address set forth opposhe the signature ofthe Party.
7C. ArAoftar This Agreement may be amended by the mutual written
agreement of the Parties.
71). Sev2M Ify: In the event any one or more of the provisions contained in
d�tsbiliSity�ajilgfefit�edrelddodfosa>�i��lla�ione 1stlr�
provisions, and the Agreement shall be constnued as if such invalid, illegal, or
nenf xmble provision had never been contained in this Agreement.
7& Govemine UW The validity of this Agreement and any of Its terms and
ldvitit�ldatia�s�8id»i�fet�tfd6derfDRiiei�tlsa4'drrl7b� Ittris
Agreement shall lie in Williamson County,Texas.
iI
J
Exhibit "A"
7F. eo FnHr� seem f. This A®esrneat represatb the entire ag>e=cat
among the Parties with respect to the subject matter covered by this Agreement. There is
no other collateral, oral or written agreement between the Parties that in any maw
relates to the subject matter of this Agreement.
70. f ecitals: The recitals to this Agreement are incorporated herein,
7H. Countemarts: This Agreement may be executed in any number of
oomftTert% each of which shall be deemed an original constituting one and the same
instrument.
EXECUTED this, day of 2009. 1
CITY OF ROUND ROCK,TEXAS
By: ✓C�
Name; _
io V
Title:
Date Signed;
Address for Notice;
ATTESM
By: ,k>&U
City Secretary —
FOR Cl PPR VED S TO FORM:
By:
City
Exhibit "A"
MC[TrED this./3�d y of_/ - 7 2009.
G'1TY F CE�A �TERA3
By: off[,
Name: / S _
Title:
Date Signed: �! —
Address for Notice:
7X '�s Eta --I
Br y J
City ecretary
FOR!g AP O AS TP
BY: 'f
City Attorney
Exhibit "A"
it
EXECUTED tbls 29dayof W"ei 2009.
CITY OF HUTTO,TEXAS
By: Q4&=:�z
Name: f. AO 6.
Tula _ MAYd& tiPY Tv
P �11
0
Date 3 0 0
Address for Notice:
ATTEST: H
,oar adz ,
city Secretary
a
FOR CM,APPROVED AS TO FORM:
By:
City Attomey
�..✓ ter/
Exhibit "A"
EXECUTED this day of_ .2009•
CITY OF IZANDM TEXAS
BY
�LR) - - - --
Nme:
Title:
Date 3igncd:
Addtm forNotice: S
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FOR CITY,APPROVED AS TO FORM:
By:
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Exhibit "A"
EXECUTED this :X day of ,,�;,t,{it� ,2009.
CITY OF GEORGETOWN,TEXAS
By:
Name: G M G.GJarver
Title: M or
Date Signed: I jo"
Address for Notice:
11_3 E.a Street
P. 0, Box 409
0coreetown.Texas 78627
ATTEST:
By . G1ti/
`J ca Ham' n, 0 Secretary
FOWL' I APPROVED AS TO FORM:
By: l� �Cityttomey
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Patricia E.Carls,
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Exhibit "A"
EXECUTED this dsy of 2009.
,
CITY OF TAYLOR,TEXAS
Noma b
Tick:
Date 3ipad: _ - 05
Addnm far Notice:
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ATTEST:
By: _
Secretary
FOR CITY,APPROVED AS TO FORM:
By:
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Exhibit "A"
EXECUTED this Jday of 2009.
BRUSHY CREEK REGIONAL
UTILITY AUTHORITY,INC.(BCRUA)
By;
Name: z
Titla:
Date SI ned: �24
Addrm for Notice:
ATrAST,.
By:
Olard 3e=- tary
FOR B U ,APPRO AS TO FORM:
By:
Board omey -
Exhibit "A"
AGREEMENT BETWEEN CITY OF CEDAR PARK&
DataProee LLC
This Agreement is entered into between the City of Cedar Park,Texas(hereinafter referred to as the
"City' and DataProse LLC, a limited liability company, registered in the State of Texas (hereinafter
referred to as"Contractor)to famish Utility Bill Printing and Distribution services to the City of Cedar
Park.
1. General Contract. This Agreement constitutes the entire Agreement between the parties and may not
be modified or amended other than by a written instrument executed by both parties. Documents
expressly incorporated(as if copied in full)into this Agreement include:the City's Request for Proposal
#07-020-220-CH-051(Exhibit A),and Contractor's Proposal,dated 7/9/2019(Exhibit B).In the event
that any discrepancies or contradictions exist between the documents,the dosuments steal I govem in
the following order:this Agreement,Exhibit A,#ien Exhibit BJ -1'h r h
2. Contactor Obligations. Contractor shall furnish utility bill printing and distribution services to the City
of Cedar Paris in accordance with Exhibit A.
3. City Obligations.The City shall pay to Contractor an amount up to. but not to exceed one hundred
twenty-two thousand,four hundred ninety-three dollars and fifty-two cents($122,493.52)per year of
the Term of the Agreement to perform the Obligations, unless amended by a change order and
approved by the City of Cedar Park representative authorized to act on its behalf in regard to this
Agreement.Payment will be governed by Texas Government Code Chapter 2251,as amended. Any
invoice for partial payment submitted by Contractor must first be submitted and approved in advance
by the Purchasing Manager for the City. Otherwise,no partial payment will be considered and each
purchase order shall be delivered in its entirety in accordance with the terms of each purchase order.
Contractor will be notified of invoice disputes within thirty(30) days of receipt of original invoice.
Once the dispute is resolved and once an amended invoice is received,if applicable,the City payments
will be submitted to Contractor within thirty(30)days.
4. Term of Ageement. This contract shill l be in full force and effect when signed by all parties and shall
continue for a term of one(1)year from the effective date.The Agreement shall automatically renew
for four(4)additional one(1)year periods,unless either party notifies the other party in writing of its
intent not to renew. Contactor shall notify the City in writing of its intent not to renew at least sixty
(60)days prior to the end ofthe current tern.The City shall notify Contractor in writing any time prior
to the end of the current term.
5. Insurance. Contractor shall maintain insurance within the requirements below throughout the entirety
of the Agreement Term(s).
a. Workers' Compensation and Employers'Liability:
i. State of Texas: $1,000,000 Each Accident
ii. Employer's Liability: $100,000 Each Accident
$500,000 Disease-Policy Limit
$100,000 Disease-Each Employee
iii.Waiver of Subrogation
Service AgreenwU between Page I of 5
City of Ceder Park and DA%Ptose U)C
Exhibit "A"
b.Commercial General Liability:
i. Bodily Injury&Property Damage
General Aggregate Limit: $1,000,000
ii. Personal&Advertising Injury Limit $500,000
iii. Each Occurrence Limit $1,000,000
The policy shall be on an Occurrence Form and include the following coverage:
Premises Operations;Personal and Advertising Injury;Medical Payments;
Liability assumed under an Insured Contract; Independent Contractors;and Broad
Form Property Damage. Coverage provided should be at least as broad as found in
Insurance Services Office(ISO)form CG0001.
c.Commercial Automobile Liability Limits:
i. Bodily Injury&Property Damage
Combined Single Limit: $1,000,000
ii. Medical Payments: $5,000 Per Person
iii.Uninsured/Underinsured Motorist $100,000
Prior to the execution of any awarded contract by the City,the Contractor shall
forward Certificates of Insurance to the Purchasing Manager. The required
insurance policies shall be procured and maintained in full force and effect for the
duration of the awarded contract. Certificate Holder shall be the City of Cedar
Park at 450 Cypress Creek Rd.,Cedar Park Texas 786133.
6. Contractor as Independent Contractor. The Parties agree that Contractor is an independent contractor
for all purposes, with sole discretion and control regarding the time, place, and manner of the
performance of its duties for the Project. Contractor and its officers,employees and agents are not,by
the terms of this Agreement or otherwise, agents, employees or representatives of the City in any
manner. The Parties further agree that this Project is not a joint enterprise or a joint venture between
them.
7. INDEMNIFICATION. TO THE MAXD4UM EXTENT PERMITTED BY LAW,
CONTRACTOR AGREES TO FULLY AND UNCONDITIONALLY RELEASE,
INDEMNIFY, DEFEND, AND HOLD HARMLESS THE CITY OF CEDAR PARK, ITS
MAYOR, CITY COUNCIL,OFFICERS, EMPLOYEES,AND AGENTS FROM ANY AND
ALL CLAIMS, SUITS, DEMANDS, LOSSES, LIABILITIES, OR DAMAGES OF ANY
NATURE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL
CLAIMS RELATED TO DAMAGES OR INJURIES TO REAL OR PERSONAL
PROPERTY AND PERSONS, INCLUDING DEATH, INCLUDING ANY AND ALL
RELATED COSTS, EXPENSES, COURT COSTS, AND ATTORNEY FEES, WHETHER
BROUGHT BY THE CONTRACTOR OR ANY OF THE CONTRACTOR'S OFFICERS,
EMPLOYEES, AGENTS,OR REPRESENTATIVES,OR BY ANY THIRD PARTY, THAT
MAY DIRECTLY OR INDIRECTLY ARISE OUT OF,OR IN CONNECTION WITH THE
PERFORMANCE OF THE OBLIGATIONS BY CONTRACTOR WHETHER CAUSED BY
Service Agm-e�t between Page 2 of 5
City of Cedar Park and DataProse LLC
Exhibit "A"
THE SOLE OR JOINTLY NEGLIGENT, GROSSLY NEGLIGENT, RECHLESS, OR
WILLFUL ACTS OF THE CONTRACTOR,ITS OFFICERS,AGENTS,OR EMPLOYEES,
OR THE CITY OF CEDAR PARK, TEXAS, ITS MAYOR, CITY COUNCIL, OFFICERS,
EMPLOYEES, OR AGENTS SAVE AND EXCEPT THE SOLE AND EXCLUSIVE
NEGLIGENCE OF THE CITY. NEITHER PARTY HAS WAIVED NOR SHALL BE
DEEMED TO HAVE WAIVED ANY DEFENSE THAT IT MAY HAVE IN RESPONSE TO
SUCH CLAIM.
S. Shipment.Shipment shall be F.O.B.Destination,freight prepaid and included.
9. Force Maieure.Either party shall be excused from performance and shall not be in default in respect to
any obligation hereunder to the extent that the failure to perform such obligation is due to a Force
Majeure Event. For the purpose of this Agreement, an "Event of Force Maieure" means any
circumstance not within the reasonable control of the party affected,but only if and to the extent that
(i) such circumstance, despite the exercise of reasonable diligence, cannot be, or be caused to be,
prevented,avoided or removed by such party, and (ii) such circumstance materially and adversely
affects the ability of the party to perform its obligations under this Agreement,and(iii)such party has
taken all reasonable precautions,due care and reasonable alternative measures in order to avoid the
effect of such event on the party's ability to perform its obligations under this Agreement and to
mitigate the consequences thereof.
10. Termination of Agreement.This Agreement maybe terminated prior to the end ofthe term by the City,
for any reason or no reason immediately upon providing written notice addressed to the Contractor at
the addresses listed below under Notices.In the event ofany such termination by the City pursuant to
this provision,Contractor shall be entitled to be paid for work completed up to the date of termination.
11. Assignment.This Agreement may not be assigned, unless both parties consent to such assignment in
writing.
12. Appropriation of Funds.This Agreement is subject to the appropriation of funds by the City Council
in the City's budget adopted for any fiscal year for the specific purpose of making payments pursuant
to this Agreement for that fiscal year. The obligation of the City pursuant to the awarded contract in
any fiscal year for which this Agreement in effect shall constitute a current expense of the City for that
fiscal year only, and shall not constitute an indebtedness of the City of any monies other than those
lawfully appropriated in any fiscal year.In the event of non appropriation of funds in any fiscal year to
make payments pursuant to the awarded contract,the awarded contract may be terminated.
13. Dispute Resolution. Before any legal action is taken to enforce any term or condition under this
Agreement,the parties hereto shall first attempt to settle the dispute by mediation,administered by the
American Arbitration Association under its Mediation Rules.
14.Notice. Any and all notices required by this Agreement shall be submitted to the persons and/or
organizations,as follows:
A. To City:
Cherie Hernandez, Utility Billing Manager
City of Cedar Park,Texas
450 Cypress Creek Road,Bldg. 1
Service Amrenaent between Page 3 of 5
City of Cedar Park and DataProse LLC
Exhibit "A"
Cedar Park,Texas 78613
Email:cherie.hemandez@cedarparloxas.gov
Copy to:
J.P.LeCompte,City Attorney
City of Cedar Park,Texas
450 Cypress Creek Road,Bldg. 1
Cedar Park.Texas 78613
Email:ip.lecom t&iZcedarparktexas.ro
B. Contractor:
Tim Zombik,Sales Manager- Utilities
Dataprose,LLC
1122 W. Bethel Rd.,Ste 100
Coppell,Texas 75019
Email:tzombik@dstaprose.com
Any party may change the email address or mailing address to which notices are to be sent by giving
the other parties written notice in the manner provided in this paragraph.
15. Amendment. This Agreement may be amended or modified only by written instrument executed by
both City and Contractor.
16. Governing Law.This Agreement shall be construed and enforced for all purposes pursuant to the laws
of the State of Texas. Venue for legal actions involving this Agreement shall be in Williamson County,
Texas with respect to state court,and the United States District Court for the Western District of Texas
with respect to federal court.
17. Severability & Waiver. If any of the terms, provisions, or conditions of this Agreement or the
application thereof to any circumstances shall be ruled invalid or unenforceable, the validity or
enforceability of the remainder of this Agreement shall not be affected thereby,and each of the other
terms,provisions.,and conditions of this Agreement shall be valid and enforceable to the fullest extent
permitted by law.A waiver regarding a breach of any term,provision,or condition of this Agreement
given by either party shall be effective only in that instance,shall not be construed as a bar or waiver
of any right on any other occasion,and shall not act as a waiver of any other breach of this Agreement
or any same or similar breach which may occur in the future.
18. Entire Agreement This Agreement sets forth the entire understanding and agreement of the parties.
All previous oral or written promises or agreements by the parties hereto are void. This Agreement
shall not be amended or altered except by a written document signed by the parties.
19.Authority to Sign- By my signature below, l hereby affirm that I am an authorized representative
to bind Contractor.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the last date written
below:
[SIGNATURES TO FOLLOW ON NEXT PAGE]
Service Agreement between Page 4 of 5
City of Cedar Park and DataProse LLC
Exhibit "A"
DATAPROSE LLC
By:�� �,,_ kt
Date
M ti rY^ , C )Y 19
Printed name&Title
CITY OF CEDAR PARK,T
By: f4V A.&Jla�i`_3! G ���
Brenda Eivens Date
City Manager
Service A2=ment between Page 5 of 5
City of Cedar Park and DataPmse LLC
Exhibit "A"
Addendum 41
Proposed Pricing
Postage will be first class pre-sorted bar code,do not include below.
Redesign of Utility Bill $ Waived
Printing of bills(per 1,000):
4-color Duplex, regular bills $ 66.00
2-color Simplex,delinquent bills $ 67.50
Additional Impressions Black Only $ 35.00
Mailing Envelope(per 1,000) $ 17.50
Return Envelope(per 1,000) $ 13.50
Cost to Insert extra item(per 1,000) $ 7.00
Inserts Printing(per 20,000)
Recycling Calendar $ 920.00
Household Hazardous Waste Flyer $1,231.00
Water Quality Report $1,660.00
Any Other Costs 2-color, Duplex, regular bills $0.061 each/$61.00 per 1,000
Search &View Bill -12 months archiving $ 0.01 each
Oversize bills(8-99 pages)-includes 9x12 envelope $ 0.35 each
NCOALink (Address Correction/Update) $ 0.25 each
Technical services-Client requested/approved $ 125.00/hour
How are postage costs addresses?Does your company pre-pay and add or do you require a
deposit in advance?
DataProse requires a two(2) month postage deposit. Since the City of Cedar Park is a
current client,there is alreadv a postage deposit on hand.
Exhibit "B"
DATA ose- AMENDMENT TO Services AGREEMENT
This Amendment to the City of Round Rock's Agreement for Purchase of Printing and Mailing Services("Amendment')amends the poor Services Agreement("Agreement")made
between DataProse,LLC,a Texas limited liability company("DataProse")and the City of Round Rock("Client")dated 1215/2016. The purpose of this Amendment is to amend some
terms and conditions agreed to in this prior Agreement. The effective date of this Amendment is the date last signed below("Effective Date"). In consideration of the mutual promises
and benefits contained herein,the parties hereby agree as follows
PURPOSE OF AMENDMENT.This Amendment shall become effective as of the Effective Date and makes the following changes to the prior Agreement.
• Replaces Schedule 1.0 from the Agreement with Schedule 1.1(below)which amends some pricing elements of the Fees for Goods&Services.
• Replaces Article 3 of the Agreement with Article 3.1(below)which amends the term of the Agreement.
• Replaces Article 15 of the Agreement with Article 15.1(below)which amends the client notice of the Agreement.
• Adds Article 19 which incorporates the City of Cedar Park's Cooperative Purchasing Terms.
DataProse and Client agree that this Amendment is hereby incorporated by reference into the Agreement. The Agreement and this Amendment set forth the entire understanding
between the Parties with respect to the Licensed Software/Services,as defined below.
Schedule 1.1-Fees for Goods&Services
Bill Package(Includesi data processing&duplex,CM K(full color)imaging front over black imaging backer,
8.5xl 1 24#white paper perforated at 3.5"from bottom,#10 window env.,#9 single window reply env.,folding,
inserting,presorting and delivery to USPS) $0.097 Per Bill
Search&ViewBill(Archive Package Includes:data processing,archive creation,search,access&hosting of archive
files for 12 months from creation date) $0.01 Per Bill
Search&View API $75.00 Per Month
NCOALink-Automated address update service $0.25 Per Address Correction
eBill-Electronic Delivery
Implementation(includes one email template)and initial setup $300.00 One Time
Annual License/Subscription Fee Waived Annually
Additional Email Template Setup(as requested) $300.00 Per Email Template
Standard email transaction $0.06 Per Email
Additional Impressions-black ink only $0.035 Per Impression
Bill Suppression(data processing only-Group Y&Z) $0.04 Per Bill
Oversized Surcharge(8-99 page bills-Group C) $0.35 Per Bill
Oversized Surcharge(100+page bills-Group D&E) $4.00 Per Bill
Additional Inserts $0.007 Per Insert
Offline Folding $0.005 Per Piece
Technical Services(including additional set-up beyond standard formatting or custom reports,condifional logic&
insertifor ms composition) $125.00 Per Hour
Basic Set Up Fee(Late Notice Application) NA One Time
Freight Courier&Air Delivery Cost Per Request
ARTICLE 3.1 TERM. The term of this Amendment shall commence as of the Effective Date,and shall continue for a period of not less than one(1)year,ending on the
first anniversary of the Effective Date,unless terminated earlier in accordance with provisions found elsewhere in the Agreement.The Amendment shall renew itself for up to four
(4)successive one(1)year terms unless written notice of cancellation is received by one party from the other at the end of the initial term or at the end of any succeeding one(1)
year renewal tern(s)by sending written notice of non-renewal to the other party no earlier than one hundred fifty(150),and no later than ninety(90),days before the expiration of
the then current term.
ARTICLE 15.1 NOTICE. All notices must be in writing and if not personally delivered,be sent by facsimile,first Gass mail,nationally recognized overnight delivery service
or by electronic mail. Mailed notices will be effective on the third day after mailing.Notice by personal delivery or delivery service will be effective when delivered.When sent by
facsimile or electronic mail,notice will be effective on the day the transmission is received by the recipient provided that(a)a duplicate copy of the notice is promptly given by
overnight delivery,or(b)the receiving party delivers a written confirmation of receipt. Either party may change the address to which notices are to be sent by giving notice of such
a change to the other party.
If to DataProse: If to Client:
DataProse City of Round Rock
1122 W.Bethel Road,Suite 100 221 E.Main Street
Coppell,TX 75019 Round Rock,TX 78664-5299
Attention:COO Attention:Finance Manager
ARTICLE 19 COOPERATIVE PURCHASING. The pricing found in Schedule 1-1-Fees for Goods&Services is pursuant to the City of Cedar Park's I nterlocal Agreement
and as permitted under the Texas Local Government Code,Chapter 791025,other government entities may participate under the same terms and conditions contained in this
contract(piggyback). Each entity wishing to piggyback must have prior authorization from the City of Cedar Park and vendor. If such participation is authorized, all purchase
orders/agreements will be issued directly from and shipped directly to the entity requiring supplies/services.The City of Cedar Park shall not be held responsible for any orders
placed,deliveries made or payment for supplies/services ordered by these entities. Each entity reserves the right to determine their participation in this Agreement.
IN WITNESS WHEREOF,the parties hereto have caused this Amendment to be executed and to be effective as of the Effective Date.
DataProse.LLC ], City of City of Round Rock:
By By
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CEO
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Date: Ttle: Date
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