R-2022-248 - 7/28/2022 RESOLUTION NO. R-2022-248
WHEREAS, the City of Round Rock ("City") desires to purchase server batteries, replacement
and maintenance, and related goods and services; and
WHEREAS, Section 252.022(4) of the Texas Local Government states that expenditures for
items available from only one source are exempt from competitive bidding requirements; and
WHEREAS, McKim, Ullrich and Young, LLP (DBA "Power Quality Sales") is the sole
source provider of the goods and services being purchased, as shown in Exhibit "A," and incorporated
herein for all purposes; and
WHEREAS, the City desires to enter into an Agreement with McKim, Ullrich and Young,
LLP (DBA "Power Quality Sales") to purchase server batteries, replacement and maintenance, 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 Server Batteries, Replacement and Maintenance with McKim, Ullrich and
Young, LLP (DBA "Power Quality Sales"), a copy of same being attached hereto as Exhibit "B" 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.
0112 M2,48774767.5924
RESOLVED this 28th day of July, 2022.
CRAIG MRGA , _ layor
City of Rot nd Roe , Texas
ATTEST:
qn WIA h�.Ij
MEAGAN SINTNKS, ity Clerk
Exhibit "A"
POWER QUALITY SALES
3/14/2022
RE: City of Round Rock UPS Advantage Ultra Maintenance Agreement Renewal Quote
2022-2023
Unit Extended
SERVICE PRODUCT
Qty.
Price Tital�
(1) Year Advantage Ultra Service Plan for(1) 1 7,483.00 $7,483.00
Symmetra PX 100kVA UPS or PDU
(1)Year 41iR 7X24 Response upgrade for 40 to 1 1,416.00 $1,416.00
l50kVA UPS
(1) Year Advantage Ultra Service Plan for(1)Galaxy 2 3,953.00 $7,906.00
3500 or SUVT 30 kVA UPS
(1)Year Advantage Ultra Service Plan for(1)Galaxy 1 3,422.00 $3,422.00
3500 or SUVT 20 kVA UPS
(l)Year 4HR 7X24 Response Upgrade for(1) UPS 3 680.00 $2,040.00
Up to 40 kVA
(1)Year Advantage Ultra Service Plan for(1)Galaxy 1 2,705.00 $2,705.00
3500 or SUVT 10-15 kVA UPS
(1) Year Comprehensive Service Plan for(1) Eaton
9355 10-15kVA UPS System W/8-Hour 7X24 1 3,525.00 $3,525.00
Emergency Response
Coverage Valid: 10/01/2022--9/30/2023
Installed Site:
City of Round Rock& RR Police Department
2701 N. Mays St.
Round Rock, Texas
USA
CoveredAssets: ., '° °
9YCF100KF PD1 1341501'55 (City Hall)
SUVT30Ka' B4F—QS1643350803,(PD Data Center)
a .: mAuau
SUVT30KB4F—QS1639351611„(FD Forensic aLaii}� ”" ,� F'
SUVTF20KB4F.:PS01431+401°12(PD,Electrical-Roorii)
SUV#f 15KI34F-=PS0637241875(PD Radio Room)
9355-10-15-FA382'JBA03 D",_Pata Center
Grand Total: $28,497.00
Schneider
Electric'
este"srv"am=PBKW
Exhibit "A"
POWER QUALITY SALES
3/14/2022
RE: City of Round Rock UPS Advantage UItra Maintenance Agreement Renewal Quote
2023-2024
SERVICE PRODUCTQ(Y, Unit Extended
Pace Total
(1) Year Advantage Ultra Service Plan for(1) 1 7,483.00 $7,483.00
Spninctra PX 100kVA UPS or PDU
(1) Year 4HR 7X24 Response upgrade for 40 to 1 1,416.00 $1,416.00
150kVA UPS
(l)Year Advantage Ultra Service Plan for(1)Galaxy 2 3,953.00 $7,906.00
3500 or SUVT 30 kVA UPS
(1) Year Advantage Ultra Service Plan for(1)Galaxy 1 3,422.00 $3,422.00
3500 or SUVT 20 kVA UPS
(1)Year 4H 7X24 Response Upgrade for(I)UPS 3 680.00 $2,040.00
Up to 40 kVA
(1)Year Advantage Ultra Service Plan for(1)Galaxy 1 2,705.00 $2,705.00
3500 or SUVT 10-15 kVA UPS
(1)Year Comprehensive Service flan for([)Eaton
9355 10-ISkVA UPS System W/8-Hour 7X24 1 3,525.00 $3,525.00
Emergency Response
Coverage Valid: 10/01/2023-9/30/2024
Installed Site:
City of Round Rock & RR Police Department
2701 N. Mays St.
Round Rock,Texas
USA
Covered Assets:
SYCF100KF—PD1 134150155(City Hall)
SUVT30KB4F—QS 1643350803(PD Data Center)
SUV730KB4F—QS1639351611 (PD Forensic Lab)
SUVTF20KB4F--PS0743140112(PD Electrical Room)
SUVTF15KB4F—P80637241875 (PD Radio Room)
9355-10-15—FA382JBA03 PD Data Center
Grand Total: $28,497.00
Sc2PEE1 eider
Exhibit "A"
POWER QUALITY SALES
3/14/2022
RE: City of Round Rock UPS Advantage Ultra Maintenance Agreement Renewal Quote
2024-2025
SERVICE PRODUCT Qty. Unit Extended
Price Total
(1)Year Advantage Ultra Service Plan for(1) 1 7,483.00 $7,483.00
Symmetra PX I OOkVA UPS or PDU
(1)Year 4HR 7X24 Response upgrade for 40 to 1 1,416.00 $1,416.00
150kVA UPS
(1)Year Advantage Ultra Service Plan for(I)Galaxy 2 3,953.00 $7,906.00
3500 or SUVT 30 kVA UPS
(1)Year Advantage Ultra Service Plan for(l)Galaxy 1 3,422.00 $3,422.00
3500 or SUVT 20 kVA UPS
(1)Year 4HR 7X24 Response Upgrade for(1)UPS 3 680.00 $2,040.00
Up to 40 kVA
(1) Year Advantage Ultra Service Plan for(])Galaxy 1 2,70500 $2,705.00
3500 or SUVT 10-IS kVA UPS
(1)Year Comprehensive Service Plan for(1) Eaton
9355 10-15kVA UPS System W/8-Hour 7X24 1 3,525.00 $3,525.00
Emergency Response
Coverage Valid: 10/01/2024—9/30/2025
Installed Site:
City of Round Rock & RR Police Department
2701 N. Mays St.
Round Rock,Texas
USA
Covered Assets:
RVM4&W--IMI34MOM jCft Wig
im
I T*WW-4$LMOU@W8brAnstcIWI,7
T!P2 BdF-*SQ 1NV1U 00 VIKU loaf RaOUt
�` aSl ,7�(x8.111 R�dta Rom
X156-1 9415--FA BOA&D Data tense
Grand Total: $28,497.00
Sceider
ure lectric-
caeswv"sw"Pwtmr
Exhibit "A"
POWER QUALITY SALES
3/14/2022
RE: City of Round Rock UPS Advantage Ultra Maintenance Agreement Renewal Quote
2025-2026
SERVICE PRODUCT Qt,, Unit Extended
Price Total
(1)Year Advantage Ultra Service Plan for(l) 1 7,872 00 $7,872-00
Symmetra PX IOOkVA UPS or PDU
(l)Year 4HR 7X24 Response upgrade for 40 to 1 1,500.00 $1,500.00
15OkVA UPS
(1)Year Advantage Ultra Service Plan for(1)Galaxy 2 4,161.00 $8,322.00
3500 or SUVT 30 kVA UPS
(1)Year Advantage Ultra Service Plan for(1)Galaxy 1 3,600.00 $3,600.00
3500 or SUVT 20 kVA UPS
(])Year 4HR 7X24 Response Upgrade for(1) UPS 3 716.00 $2,148.00
Up to 40 kVA
(1) Year Advantage Ultra Service Plan for(1)Galaxy 1 2,844.00 $2,844.00
3500 or SUVT 10-15 kA UPS
(1)Year Coin prehensive Service Plan for(1) Eaton
9355 10-15kVA UPS System W/8-Hour 7X24 l 3,722.00 $3,722.00
Emergency Response
Coverage Valid: 10101/2025—9/30/2026
Installed Site:
City of Round Rock & RR Police Department
2701 N. Mays St.
Round Rock,Texas
USA
Covered Assets:
SYCF100KF—PD1 134150155(City Hail)
SUVT30KB4F—QS1643350803 (PD Data Center)
SUVT30K84F--QS1639351611 (PD Forensic Lab)
SUVTF2OKB4F--PS0743140112(PD Electrical Room)
SUVTF15KB4F—PS0637241875(PD Radio Room)
9355-10-15—FA382JBA03 PD Data Center
Grand Total: $30,008.00
Sch eider
Cu LOW SMvks SMa FsArwr
Exhibit "A"
POWER QUALITY SALES
3/14/2022
RE: City of Round Rock UPS Advantage Ultra Maintenance Agreement Renewal Quote
2026-2027
SERVICE PRODUCT QtY� Unit Extended w
Price Tata�
(I)Year Advantage Ultra Service Pian for(1) 1 8,198 00 $8,198.00
Symmetra PX I OOkV A UPS or PDU
(1) Year 4HR 7X24 Response upgrade for 40 to 1 1,552.00 $1,552.00
15OkVA UPS
(1)Year Advantage Ultra Service Plan for(1)Galaxy 2 4,332.00 $8,664.00
3500 or SUVT 30 kVA UPS
(1)Year Advantage Ultra Service Plan for(1)Galaxy 1 3,750.00 $3,750.00
3500 or SUVT 20 kVA UPS
(1)Year 4HR 7X24 Response Upgrade for(1)UPS 3 738.00 $2,214.00
Up to 40 kVA
(1) Year Advantage Ultra Service Plan for(1)Galaxy 1 2,961.00 $2,961.00
3500 or SUVT 10-15 kVA UPS
(1)Year Comprehensive Service Platt for(1) Eaton
9355 10-15kVA UPS System W/844our 7X24 1 3,861.00 $3,861.00
Emergency Response
Coverage Valid: 10/01/2026—9/30/2027
Installed Site:
City of Round Rock& RR Police Department
2701 N. Mays St.
Round Rock, Texas
USA
Covered Assets; �uU "
SYCF100KF--PD1 134150155 (City Hs11) �� air a e g,
tr�
SUVT30KB4F,-,QS1643350803,(PD Data Center)
QS ( )
SLIV'T30IC1E34F�—' 1639351611 PD;Forensir Lab)!
SUVTFISK 1 PS0637241875 PD Radio R lhR)
SUVT_F20KB4 om r
F
li4F� � oom ) i
9355-10-15--FA3$ JBA03 PD Data Center "�-
Grand Total: $31,200.00
schnetder
�Etectric
Exhibit "A"
POWER QUALITY SALES
3/14/2022
RE: Round Rock City Hall Symmetra PX MBRS Budget Quote
Please find below the quotation for the above reference project.
SERVICE PRODUCTQty. Unit Extended
Price Total
(1)7X24 Modular Battery Replacement Service for 1 22,572.00 $22,572.00
(1) Symmetra PX 100 UPS With(7)Strings
Installed Site:
City of Round Rock City Hall
221 E. Main Street
Round Rock,Texas 78664
USA
Budgetary $22,572.00
Total:
NOTES:
• Applicable Taxes—Not Included
• All Work (Installation & Disposal) Will Be Performed By Schneider Electric
Technicians
• Service Includes New OEM Certified Batteries
• Batteries Due for Replacement In 2025
Schneider
Electric
corow 6KvkS Silas Pwt wr
Exhibit "A"
POWER QUALITY SALES
3/14/2022
RE: City of Round Rock Stuart-UPS Battery Replacement Quote
Please find below the quotation for the above reference project.
SERVICE PRODUCT Unit Extended
Price Total
(1)Modular Battery Replacement Service For(1)
Galaxy SUVT W/ 4 X SYBT4 With Upgraded 7X24 4 10,605.00 $42,422.00
Installation Service
(1)Modular Battery Replacement Service for(1)
Eaton 9355 UPS System W/ 8 Trays of Batteries WI 1 5,617.00 $5,617.00
7X24 Installation Service
Instatled Site: -
Round Rock Police Department
2 701 N. Mays Street
Round Rock, Texas 78665
USA
Covered Assets ,
SUVT30KB4F, `„QS1643350803 (PD Dtcr)
w
os
a ward �
M
SUVT30KB4F 51639351611' PD Foretistc`Lab
SWTF�OKB4F=,P60743140112 (PD Eleet calrRoom}
SU,M, SKBO ��PS0637741875-(PD Rsdro Room � N
9355s 10-15—FA30ftik 3
Total: 48,039.00
Dock—Dock 1,500.00
Freight:
Grand $49,539.00
Total:
NOTES:
• Applicable Taxes-- Not Included
• All Work (Installation & Disposal) Will Be Performed By Schneider Electric
Technicians
• Service Includes New OEM Certified Batteries
• Batteries Due for Replacement In 2025
Schneider
Electric'
C«wa SWIke SAM Pe kIM
EXHIBIT
"B»
CITY OF ROUND ROCK AGREEMENT FOR
PURCHASE OF SERVER BATTERIES,
REPLACEMENT AND MAINTENANCE
WITH
MCKIM,ULLRICH AND YOUNG, LLP
DBA "POWER QUALITY SALES"
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
THAT THIS AGREEMENT for the purchase of server batteries, replacement and
maintenance, and for related goods and services (referred to herein as the "Agreement"), is made
and entered into on this 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 the "City"), and
MCKIM, ULLRICH AND YOUNG, LLP (dba "Power Quality Sales"), whose address is
1733 Universal City Boulevard, University City, Texas 78148 (referred to herein as"Vendor").
RECITALS:
WHEREAS,City desires to purchase server batteries, replacement and maintenance, and
related goods and services;and
WHEREAS, Section 252.022(4) of the Texas Local Government Code states that
expenditures for items available for only one source are exempt from competitive bidding
requirements; and
WHEREAS, Vendor is the sole source provider of the goods and services being
purchased pursuant to this Agreement; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties and obligations hereunder;
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 follow:
4867-3402-9072 ss2
1.01 DEFINITIONS
A. Agreement means the binding legal contract between City and Vendor whereby
City agrees to buy specified goods or services and Vendor is obligated to provide said goods or
services. The Agreement includes Vendor's pricing, attached as Exhibit "A," 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. The term of this Agreement shall be for sixty (60) months from the effective date
hereof.
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.
4.01 ITEMS
A. This Agreement shall evidence the entire understanding and agreement between
the parties and shall supersede any prior proposals,correspondence, or discussions.
2
B. 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 services set forth in the attached Exhibit "A" at
the pricing set forth in Exhibit"A."
B. The City shall be authorized to pay the Vendor an amount not-to-exceed Two
Hundred Eighteen Thousand Eight Hundred Ten and No/100 Dollars ($218,810.00) 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'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, 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:
3
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 SERVICES PROVIDERS
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
Director of General Services
212 Commerce Cove
Round Rock,Texas 78664
(512)341-3191
m well ocktexas. v
4
13.01 INSURANCE
Vendor shall meet all City of Round Rock Insurance Requirements as set forth at:
hft-://www.ro,undrocktex@l,ggv/MM:gzntent/uploads/2014/12/coM jn urattce 07.20112.Iadf.
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 (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
5
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 or services unless the contract contains
written verification from the company that it: (1)does not boycott Israel; and(2) will not boycott
Israel and will not boycott Israel during the term of this contract. The signatory executing this
Agreement on behalf of Vendor verifies Vendor does not boycott Israel and will not boycott
Israel during the term of this Agreement.
C. In accordance with Chapter 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
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.
A. In accordance with Chapter 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
6
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:
McKim, Ullrich and Young, LLP
1733 Universal City Boulevard
Universal City, Texas 78148
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
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.
7
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
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.
8
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 McKim, Ullrich and Young,LLP
By: By: uevewrim
Printed Name: Printed Name:Y Steve McKim
Title: Title: Partner
Date Signed: ..,,,,,,,, ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,..,,,,,,,,,..,,,,, _ Date Signed: ,lune 7.2022
Attest:
By:
Meagan Spinks, City Clerk
For City,Approved as to Form:
By:
Stephan L. Sheets,City Attorney
4867-3402-9072 ss2