CM-2022-104 - 4/22/2022CITY OF ROUND ROCK AGREEMENT FOR
MAINTENANCE REPAIR AND PARTS FOR GRINDER
WITH
VERMEER TEXAS - LOUISIANA INC.
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 maintenance repair and parts for grinder,
and for related 2M-ay
services (referred ]zerein the "Agreement"), is made and entered
into on this the of the month of , 2021 by and between the CITY OF
ROUND ROCK, a Texas home -rule municipality, whose offices are located at 221 East Main
Street, Round Rock, Texas 78664-5299 (referred to herein as the "City"), and VERMEER TEXAS
- LOUISIANA, INC. whose offices are located at 1945 Louis Henna Boulevard, Round Rock,
Texas 78664 (referred to herein as "Vendor").
RECITALS:
WHEREAS, City desires to purchase certain deliverables, specifically maintenance repair
and parts for grinder, and City desires to procure same from Vendor; and
WHEREAS, City is a member of the Buy Board Cooperative Purchasing Program ("Buy
Board") and Vendor is an approved Buy Board vendor through Buy Board Contract # 597-19; and
WHEREAS, City desires to purchase certain goods and services from Vendor through Buy
Board as set forth herein; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
4964-1371-67421ss2
1.01 DEFINITIONS
A. Agreement means the binding legal contract between City and Vendor whereby
City is obligated to buy specified goods and services and Vendor is obligated to sell said goods
and 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 mean the specified supplies, materials, commodities, or equipment.
F. Services mean work performed to meet a demand or effort by Vendor to comply
with promised delivery dates, specifications, and technical assistance specified.
2.01. EFFECTIVE DATE, TERM, PRICES FIRM
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 November 30, 2022.
C. City reserves the right to review the relationship with Vendor at any time, and may
elect to terminate this Agreement with or without cause or may elect to continue.
3.01 CONTRACT DOCUMENTS AND EXHIBITS
The goods and services which are the subject matter of this Agreement are described in
Exhibit "A" and, together with this Agreement, comprise the Contract Documents. Any
inconsistencies or conflicts in the contract documents shall be resolved by giving preference to the
terms and conditions set forth in pages one (1) through nine (9) ofthis Agreement.
4.01 ITEMS
A. The goods which are the subject matter of this Agreement are described generally
in the attached Exhibit "A."
B. This Agreement shall evidence the entire understanding and agreement between the
parties and shall supersede any prior proposals, correspondence or discussions.
C. Vendor shall satisfactorily provide all deliverables described in Exhibit "A" within
the contract term specified. A change in the Scope of Services or any term of this Agreement,
including bonding requirements, must be negotiated and agreed to in all relevant details, and must
be embodied in a valid Supplemental Agreement as described herein.
5.01 COSTS
A. City agrees to pay for goods and/or services during the term of this Agreement at
the pricing set forth in the Vendor's catalog and as set forth in Exhibit "A." Vendor specifically
acknowledged and agrees that City is not obligated to use or purchase any estimated annual
quantity of goods. Only if, and when needed by City, the costs listed on Exhibit "A" shall be the
basis of any charges collected by Vendor.
B. In consideration for the deliverables and services related to the deliverables, the
City agrees to pay Vendor an amount not to exceed Forty -Five Thousand and No/100 Dollars
($45,000.00) for the term of this Agreement.
6.01 INVOICES
All invoices shall include, at a minimum, the following information:
A. Name and address of Vendor;
B. Purchase Order Number,
C. Description and quantity of items received or services provided; and
D. Delivery or performance dates.
7.01 NON -APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City'-, current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of ally 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 effect such termination by
giving, Vendor a written notice of termination at the end of its then current fiscal year,
8.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., `Texas Government Code, payment to Vendor
will be made within thirty (30) days of the day on which City receives the performance, supplies,
materials, equipment, and/or deliverables, or within thirty (30) days of the day on which the
performance of services was complete, or within thirty (30) days of the day on which City receives
a correct invoice for the performance and/or deliverables or services, whichever is later. Vendor
may charge interest on an overdue payment at the "rate in effect" on September 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 Vendor, a contractor, subcontractor
or supplier about the goods delivered or the service performed that cause the
payment to be late; or
B. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
C. There is a bona fide dispute between Vendor and a subcontractor or between a
subcontractor and its supplier about the goods delivered or the service performed
that causes the payment to be late; or
D. Invoices are not mailed to City in strict accordance with instructions, if any, on the
purchase order or the Agreement or other such contractual agreement.
9.01 CRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without liability to Vendor
if it is determined by City that gratuities or bribes in the form of entetlainment, gifts, or otherwise
were offered or given by Vendor or its agents or representatives to any City officer, employee or
elected representative with respect to the performance of this Agreement. In addition, Vendor may
be subject to penalties stated in Title 8 of the Texas Penal Code,
10,01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be included
in Vendor's charges.
11.01 ORDERS PLACED WITH ALTERNATE VENDORS
If Vendor cannot provide the goods 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:
Chad McDowell
General Services Director
212 Commerce Cove
Round Rock, Texas 78664
(512) 341-3191
cmcdowell u roundrocktexas. ov
13.01 INSURANCE
Vendor shall meet all City of Round Rock Insurance Requirements as set forth at:
htt )://www.roundrocklexas. =ov/ -content/u )loads/20) 4/12/corr insurance 07.201 12. )df.
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.
Vendor shall be declared in default of' this Agreement if it does any of the following:
A. Fails to fully, timely and faithfully perform any of its material obligations
under this Agreement;
B. Fails to provide adequate assurance of performance under the "Right to
Assurance" section herein, or
C. Becomes insolvent or seeks relief under the bankruptcy laws of the United
States.
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 ()0) 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 wider
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.
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 a contract. The signatory executing this Agreement on behalf ol- Vendor
verifies that Vendor does not boycott Israel and will not boycott Israel 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 othercommunications in connection with this Agreement shall be in writing
and shall be considered given as follows:
I. When delivered personally to the recipient's address as stated in this Agreement;
or
2. Three (3) days after being deposited in the United States mail, with postage prepaid
to the recipient's address as stated in this Agreement.
Notice to Vendor:
Vermeer Texas — Louisiana, Inc,
1945 Louis Henna Boulevard
Round Rock, Texas 78664
Notice to City:
City Manager Stephan L. Sheets, City Attorney
221 Last Main Street AND TO: 309 Bast Main Street
Round Rock, TX 78664 Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
21.01 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary
by either party with respect to the enforcement of any or all of the terms or conditions herein,
exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed
by and construed in accordance with the laws and court decisions of the State of Texas.
22.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Vendor and City. This Agreement may only be amended or supplemented by mutual agreement
of the parties hereto in writing, duly authorized by action of the City Manager or City Council.
23.01 DISPUTE RESOLUTION
City and Vendor hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC
Section 1-14) or any applicable state arbitration statute.
24.01 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of' this Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall in no way
affect the validity or enforceability of any other portion or provision ofthis Agreement. Any void
provision shall be deemed severed fi-om this Agreement, and the balance of this Agreement shall
be construed and enforced as if this Agreement did not contain the particular portion or provision
held to be void. The parties further agree to amend this Agreement to replace any stricken provision
with a valid provision that comes as close as possible to the intent of the stricken provision. The
Provisions of this section shall not prevent this entire Agreement from being void should a
provision which is of the essence of this Agreement be determined void.
25.01 MISCELLANEOUS PROVISIONS
Standard of Care. Vendor represents that it employs trained, experienced and competent
persons to perform all of the services, responsibilities and duties specified herein and that such
services, responsibilities and duties shall bepertormed in a manneraccording 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 tofu] fill obligations for each portion ofthis 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,
IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
City of Roui - - --
Fay:
Printedpamq
Title:
Date Signed.
Attest:
B
Meagan n s4..y
C l
For City, p oved asjr
to F rm:
By: ,
Step an — Sheets, City Attorney
Vermeer Texas — Louisiana, Inc.
By:..
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Title:
Date Signed: __
J�R,OUND ROCK
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City of Round Rock
Agenda Item Summary
Agenda Number:
Title: Consider executing an Agreement with Vermeer Texas -Louisiana, Inc. for
maintenance repair and parts for grinder.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 4/22/2022
Dept Director: Chad McDowell, General Services Director
COSt: $45,000.00
Indexes: General Fund
Attachments: Agreement
Department: General Services
Text of Legislative File CM-2022-104
With this agreement the City will use vendor for maintenance and repair and will purchase repair parts for
grinder. This agreement was solicited through Buy Board Cooperative Contract.
Agreement expires November 30, 2022.
Cost: $45,000.00
Source of Funds: General Fund
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