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R-2022-207 - 6/23/2022 RESOLUTION NO. R-2022-207 WHEREAS, the City of Round Rock ("City") desires to purchase certain products and services, specifically Downtown holiday lighting products and services; and WHEREAS, Chapter 271, Subchapter F of the Texas Local Government Code allows for local governments to participate in cooperative purchasing programs with other local governments; and WHEREAS, the Buy Board Cooperative Purchasing Program ("Buy Board") is a cooperative purchasing program administered by the Texas Association of School Boards for the purpose of procuring goods and services for its members; and WHEREAS, the City is a member of Buy Board; and WHEREAS, D6cor IQ, LLC is an approved vendor of Buy Board; and WHEREAS, the City desires to purchase said goods and services from D6cor IQ, LLC through Buy Board Contract No. 643-21,Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City an Agreement for Purchase of Downtown Holiday Lighting Products and Services with Decor IQ, 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. 0112.20222;48774793-1172 RESOLVED this 23rd day of June, 2022. CRAIG OR N, Mayor City of Roundplock, Texas ATTEST: OAGAN KS, jity Clerk 2 EXHIBIT „A» 1.0 CITY OF ROUND ROCK AGREEMENT FOR PURCHASE OF DOWNTOWN HOLIDAY LIGHTING PRODUCTS AND SERVICES WITH DECOR IO,LLC THE STATE OF TEXAS § CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS: COUNTY OF WILLIAMSON § COUNTY OF TRAVIS § THIS AGREEMENT (referred to herein as the "Agreement"), is for purchase of City of Round Rock Downtown Holiday Lighting Products and Services,and is made on the day of the month of , 2022, 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 "City"), and DECOR IQ, LLC, whose offices are located at 1310 West Laurel, San Antonio, Texas 78201 (referred to herein as "Vendor"). This Agreement supersedes and replaces any previous agreements between the named parties, whether oral or written, and whether or not established by custom and practice. RECITALS: WHEREAS, City desires to purchase certain products and services, specifically Downtown holiday lighting products and services; and WHEREAS,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 BuyBoard vendor; and WHEREAS, City desires to purchase of certain goods and services from Vendor through Buy Board Contract No. 643-21 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: 4886-3032-0919iss2 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 same. The Agreement includes Vendor's Pricing as Exhibit"A," attached hereto and incorporated herein by reference for all purposes. 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 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 May 31, 2024. 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 of this Agreement. 2 4.01 ITEMS AWARDED Vendor shall satisfactorily provide all goods and complete all services described in Exhibit"A"("Scope of Services'),attached hereto and incorporated herein. This Agreement shall evidence the entire understanding and agreement between the parties and shall supersede any prior proposals correspondence or discussions. Vendor shall satisfactorily provide all deliverables and services described in Exhibit "A" at the City's request within the contract term specified. A change in the Scope of Services must be negotiated and agreed to in all relevant details and must be embodied in a valid written supplemental agreement. 5.01 CONTRACT AMOUNT In consideration for the deliverables and services related to the deliverables, the City agrees to pay Vendor an amount not-to-exceed Six Hundred Thousand and No/100 Dollars ($600,000.00) for goods and services set forth in Exhibit"A." 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'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 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 3 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 GRATUITIES AND BRIBES City may, by written notice to Vendor, cancel this Agreement without liability to Vendor if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or otherwise were offered or given by Vendor or its agents or representatives to any City officer, employee or elected representative with respect to the performance of this Agreement. In addition, Vendor may be subject to penalties stated in Title 8 of the Texas Penal Code. 10.01 TAXES City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be included in Vendor's charges. 11.01 ORDERS PLACED WITH ALTERNATE VENDORS If Vendor cannot provide the goods 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: 4 Courtney Ainsworth Public Information Specialist City of Round Rock 221 East Main Street Round Rock, Texas 78664 (512) 218-5403 cainsworth(a:;roundrocktexas.gov 13.01 INSURANCE Vendor shall meet all City of Round Rock Insurance Requirements set forth at insurance requirements as required by the City's Purchasing Department as set forth at: http://www.roundrocktexas..gpvfwp-c ontentluploads12014:12�/corr insurance 07.20112.adf 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. 5 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. 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) and will not boycott Israel during the term of the contract. The signatory executing this Agreement on behalf of Vendor verifies that Vendor does not boycott Israel and will not boycott Israel during the term of this Agreement. C. In accordance with 2274, Texas Government Code, a governmental entity may not enter into a contract with a company with at least ten (10) full-time employees for a value of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has provision in the contract verifying that it: (1) does not have a practice, policy, guidance, or 6 directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The signatory executing this Agreement on behalf of Vendor verifies Vendor does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association, and it will not discriminate during the term of this Agreement against a firearm entity or firearm trade association. D. In accordance with 2274, Texas Government Code, a governmental entity may not enter into a contract with a company with at least ten (10) full-time employees for a value of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has provision in the contract verifying that it: (1)does not boycott energy companies; and (2)will not boycott energy companies during the term of this Agreement. The signatory executing this Agreement on behalf of Vendor verifies Vendor does not boycott energy companies, and it will not boycott energy companies 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 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: Decor IQ,LLC 1310 West Laurel San Antonio, TX 78201 Notice to City: City Manager Stephan L. Sheets, City Attorney 221 East Main Street AND TO: 309 East Main Street Round Rock, TX 78664 Round Rock,TX 78664 7 Nothing contained herein shall be construed to restrict the transmission of routine communications between representatives of City and Vendor. 21.01 APPLICABLE LAW; ENFORCEMENT AND VENUE This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. 22.01 EXCLUSIVE AGREEMENT This document, and all appended documents, constitutes the entire Agreement between Vendor and City. This Agreement may only be amended or supplemented by mutual agreement of the parties hereto in writing,duly authorized by action of the City Manager or City Council. 23.01 DISPUTE RESOLUTION City and Vendor hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute. 24.01 SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion or provision held to be void. The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Agreement from being void should a provision which is of the essence of this Agreement be determined void. 25.01 MISCELLANEOUS PROVISIONS Standard of Care. Vendor represents that it employs trained, experienced and competent persons to perform all of the services, responsibilities and duties specified herein and that such services, responsibilities and duties shall be performed in a manner according to generally accepted industry practices. Time is of the Essence. Vendor understands and agrees that time is of the essence and that any failure of Vendor to fulfill obligations for each portion of this Agreement within the agreed timeframes will constitute a material breach of this Agreement. Vendor shall be fully responsible for its delays or for failures to use best efforts in accordance with the terms of this 8 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 Round Rock,Texas Decor IQ, LLC By: _ By: Printed Name: Printed,Name- Title: Title: cien Date Signed: Date Signed: 5 Attest: By: Meagan Spinks, City Clerk For City,Approved as to Form: By: Stephan L. Sheets, City Attorney 9 CXIIIUIL h DecorlQ, LLC Information Address: 1310 W. Laurel San Antonio, TX 78201 Phone: (210) 831-0874 Fax: (214)728-4532 Toll Free: (214) 728-4532 By submitting your response, you certify that you are authorized to represent and bind your company. Mark Metzger mmetzger@decorig.net Signature Email Submitted at 1211012020 1:41:52 PM Requested Attachments BuyBoard Proposal Invitation No. 643-21 Holiday Lighting and Decoration proposal-no-643-21.pdf REQUIRED - In PDF format, upload all proposal invitation documents available for download at vendor.buyboard.com including any additional pages, as necessary. (Please DO NOT password protect uploaded files.) Catalog/Pricelist ENV-LargeScaleDecor2020.pdf REQUIRED - In PDF format, upload catalog/pricelist in proposal invitation instructions. File size must not exceed 100MB.(Please DO NOT password protect uploaded files.) Detailed Information and Exceptions Detailed Info + Exceptions Related to Discount and Hourly Labor Rate.pdf Related to Discount and/or Hourly Labor Rate In PDF format, define the services that are proposed to be provided and attach detailed information including exceptions to pricing or discount percentage, NOTE: IF DETAILED INFORMATION IS NOT SUBMITTED, PROPOSAL MAY NOT BE CONSIDERED. (Please DO NOT password protect uploaded files.) IRS Form W-9 Request for Taxpayer Identification Number and Certification W9.pdf REQUIRED - In PDF format, upload W-9 form. (Please DO NOT password protect uploaded files.) Response Attachments ENV-LightCatalog2020.pdf Envirolume Lighting Product Catalog ENV-FiberglassProps2020.pdf Envirolume Fiberglass Product Catalog DEKRA-LITE_2020ChristmasEssentials-LOWRES-compressed.pdf Dekra Lite Holiday Catalog Bid Lines Page 3 of 7 pages Vendor.DecorlQ,LLC 643-21 xhi it "A" 1 Section I: Equipment, Products, and Supplies - Discount (%) off catalog/pricelist for Holiday Decorations and Lamps (Garland Tree Mounts, Scrolls, Lamp Post, Wreaths, Arches, Silhouette Trees, Garland Trees, Skylines, and related items). Catalog/Pricelist MUST be included or proposal will not be considered. Total: 15% Item Nates: Vendors proposing various manufacturer product lines per line item must submit the information as follows or proposal may not be considered: • Vendor's must list one specific percentage discount for each Manufacturer listed. • Additional/Alternate Manufacturer lines must submitted by selecting "Add Alternate." Item Attributes 1. State Name of Catalog/Pricelist DekraLite Christmas Essnt Alternate 1 Section I: Equipment, Products, and Supplies - Discount (%) off catalocq/pricelist for Holiday Decorations and Lamps (Garland Tree Mounts, Scrolls. Lamp Post, Wreaths, Arches, Silhouette Trees Garland Trees Skylines, and related items). Catalog/Pricelist MUST be included or proposal will not be considered Total: 15% Item Attributes 1. State Name of Catalog/Pricelist ENV-LargeScaleDecor202O Alternate 2 Section I: Equipment, Products, and Supplies - Di,5count (%)off catalog/pricelist for Holiday Decorations and Lamps (Garland Tree Mounts Scrolls Lamp Post Wreaths Arches Silhouette Trees Garland Trees Skylines and-related items) CataIQg/Pricelist MUST be included or proposal will not be considered Total: 15% Item Attributes 1. State Name of Catalog/Pricelist ENV-FiberglassProps202O Page 4 of 7 pages Vendor.Decor1Q,LLC 643-21 Exhibit " 2 Section I: Equipment, Products, and Supplies - Discount(%) off catalog/pricelist for Holiday Lights. Catalog/Pricelist MUST be included or proposal will not be considered. Total: 15% Item Notes: Vendors proposing various manufacturer product lines per line item must submit the information as follows or proposal may not be considered: • Vendor's must list one specific percentage discount for each Manufacturer listed. • Additional/Alternate Manufacturer lines must submitted by selecting "Add Alternate." Item Attributes 1. State Name of Catalog/Pricelist ENV-LightCatalo 2020 Alternate 1 Section 1: Equipment Products and Supplies - Discount (%) off catalog/pricelist for Holiday Lights Catalog/Pricelistincluded or propo,5al will not be comidered. Total: 15% Item Attributes 1. State Name of Catalog/Pricelist Dekral-ite Christmas Essnt 3 Section I: Egulament, Products. and Supplies - Discount(%) off catalog/pricelist for Flags and Banners. Catalog/Pricelist MUST be included or proposal will not be considered. Total: 715% Item Notes: Vendors proposing various manufacturer product lines per line item must submit the information as follows or proposal may not be considered: • Vendor's must list one specific percentage discount for each Manufacturer listed. • Additional/Alternate Manufacturer lines must submitted by selecting "Add Alternate." Page 5 of 7 pages Vendor.Decor1Q,LLC 643.2 Exhibit "A" Item Attributes 1. State Name of Catalog/Pricelist DekraLite Christmas Essnt 4 Section 1: Equipment. Products. and Supplies - Discount(%) off catalog/pricelist for Pole Mounts and Hardware. Catalog/Pricelist MUST be included or proposal will not be considered. Total: 15% Item Notes: Vendors proposing various manufacturer product lines per line item must submit the information as follows or proposal may not be considered: • Vendor's must list one specific percentage discount for each Manufacturer listed. • Additional/Alternate Manufacturer lines must submitted by selecting "Add Alternate." Item Attributes 1. State Name of Catalog/Pricelist DekraLite Christmas Essnt 5 Section 1: Equipment. Products. and Supplies - Discount (%)off catalog/pricelist for Accessories and Other Holiday Related Items. Catalog/Pricelist MUST be included or proposal will not be considered. Total: 15% Item Notes: Vendors proposing various manufacturer product lines per line item must submit the information as follows or proposal may not be considered: • Vendor's must list one specific percentage discount for each Manufacturer listed. • Additional/Alternate Manufacturer lines must submitted by selecting "Add Alternate." Item Attributes 1. State Name of Catalog/Pricelist ENV-LightCatalog2020 Page 6 of 7 pages Vendor.Decor]Q,LLC 643-21 Exhibit "A" Alternate 1 Section I: Equipment, Products. and Supplies - Discount (%) off catalog/gricelist for Accessories and Other Holiday Related Items. Cata log/Price list MUST be included or proposal will not be considered. Total: 15% Item Attributes 1. State Name of Catalog/Pricelist DekraLite Christmas Essnt 6 Section II: Installation gnd Repair Service- Hourly Labor Rate for Installation/Repair Service of Holiday Lighting Products and Decorations, not to exceed hourly labor rate for Installation/Repair Service of Equipment and Products. Quantity: 1 UOM: Hour Price: $60.001 Total: F $60.00 Response Total: $60.00 Page 7 of 7 pages Vendor.DeeorlQ,LLC 643-21 DECOR 1 Holiday & Event Services Proposed Product and Services: Holiday Decor Items to include lights, decorations, props, and displays along with labor to install/remove/maintain/design and consult for holiday decor displays. Discount to Pricing = 15% Exceptions: Does not include Shipping costs. Labor Rate - Discounted from original $75/hour to 60 hour for holiday decor installation/removal/maintenance services. Labor Rate for design and consultation will be determined by job and does not include travel expenses.