R-2023-401 - 11/16/2023 RESOLUTION NO. R-2023-401
WHEREAS, the City of Round Rock ("City") has duly sought proposals for the purchase of
janitorial services; and
WHEREAS, Service First Janitorial LLC has submitted the proposal determined to provide the
best value to the City considering the price and other evaluation factors included in the request for
proposals; and
WHEREAS, the City Council desires to enter into an agreement with Service First Janitorial
LLC for janitorial services, 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 Janitorial Services with Service First Janitorial LLC, a copy of same 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.
RESOLVED this 16th day of November, 2023.
CRAIGO GAU
, Mayor
City of kound ck,Texas
ATTEST:
4RAGA]6W4KS, Clerk
0112.20232;4877-6449-9598
EXHIBIT
„A»
CITY OF ROUND ROCK
AGREEMENT FOR PURCHASE OF
JANITORIAL SERVICES
WITH
SERVICE FIRST JANITORIAL LLC
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 janitorial services (referred to herein as the
"Agreement"), is made and entered into on this the day of the month of
, 2023, by and 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 the "City") and SERVICE FIRST JANITORIAL LLC, whose mailing
address is P.O. Box 600550, Dallas, Texas 75360 (referred to herein as the "Services Provider").
RECITALS:
WHEREAS, City desires to purchase janitorial services; and
WHEREAS, City has issued its "Request for Proposal" (RFP) for the provision of said
services; and
WHEREAS, City has determined that Services Provider provides the best value to City;
and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, sufficiency and receipt of which are hereby acknowledged, it is mutually
agreed between the parties as follows:
1.01 DEFINITIONS
A. Agreement means the binding legal contract between City and Services Provider
whereby City is obligated to buy specified services and Services Provider is obligated to sell
same. The Agreement includes the following: (a) City's RFP designated Solicitation No. 24-001
dated September 2023; (b) Service Provider's Response to the RFP; (c) contract award; and (d)
4872-3208-4366/ss2
any exhibits, addenda, and/or amendments thereto. Any inconsistencies or conflicts in the
contract documents shall be resolved by giving preference in the following order:
(1) This Agreement;
(2) Services Provider's Proposal; and
(3) City's RFP,exhibits, and attachments.
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. Service Provider means Service First Janitorial LLC, or any of its corporate
structures, successors or assigns.
2.01 EFFECTIVE DATE AND TERM
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 is for sixty (60) months from the effective date
hereof. 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
City selected Services Provider to supply the services as outlined in the RFP and as set
forth in the Proposal submitted by Services Provider, all as specified in Exhibit"A." The intent
of these documents is to formulate an Agreement listing the responsibilities of both parties as
outlined in the RFP and as offered by Services Provider in its Proposal.
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The services which are the subject of this Agreement are described in Exhibit "A" and,
together with this Agreement, comprise the total Agreement and they are fully a part of this
Agreement as if repeated herein in full.
4.01 SCOPE OF WORK
Items in Exhibit"A" are awarded to Services Provider. For purposes of this Agreement,
City has issued documents delineating the required services (specifically"Janitorial Services"set
forth in RFP Solicitation Number 24-001 dated September 2023). Services Provider has issued
its response agreeing to provide all such required services in all specified particulars in addition
to optional "Additional Services," only to be provided in addition to "Janitorial Services" at the
sole request for the City. All such referenced documents are included in Exhibit "A" attached
hereto and made a part hereof for all purposes. When taken together with the appended exhibits,
this Agreement shall evidence the entire understanding and agreement between the parties and
shall supersede any prior proposals, correspondence or discussions.
Services Provider shall satisfactorily provide all services described above described under
the attached exhibits within the contract term specified in Section 2.01. Services Provider's
undertakings shall be limited to performing services for the City and/or advising City concerning
those matters on which Services Provider has been specifically engaged. Services Provider shall
perform its services in accordance with this Agreement, in accordance with the appended
exhibits, in accordance with due care, and in accordance with prevailing industry standards for
comparable services.
5.01 COSTS
A. Only if, as, and when needed by City, the bid costs listed on Attachment A—Bid
Sheet of Exhibit "A," which are specifically relevant to the referenced bid items, shall be the
basis of any charges collected by Services Provider.
B. Services Provider specifically acknowledges and agrees that City is not obligated
to use any estimated annual quantity of services, and City may not expend in excess of Seven
Million Three Hundred Thousand and No/100 Dollars ($7,300,000.00) for the term of this
Agreement for Service Provider's services, including both "Janitorial Services" and "Additional
Services."
6.01 INVOICES
All invoices shall include, at a minimum,the following information:
A. Name and address of Services Provider;
B. Purchase Order Number;
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C. Description and quantity of items received or services provided; and
D. Delivery or performance dates.
7.01 INTERLOCAL COOPERATIVE CONTRACTING/PURCHASING
Authority for local governments to contract with one another to perform certain
governmental functions and services, including but not limited to purchasing functions, is
granted under Government Code, Title 7, Chapter 791, Interlocal Cooperation Contracts,
Subchapter B and Subchapter C, and Local Government Code, Title 8, Chapter 271, Subchapter
F, Section 27 1.101 and Section 271.102.
Other governmental entities within the State of Texas may be extended the opportunity to
purchase off of the City's bid, with the consent and agreement of the successful service
provider(s) and the City. Such agreement shall be conclusively inferred for the service provider
from lack of exception to this clause in the service provider's response. However, all parties
hereby expressly agree that the City is not an agent of, partner to, or representative of those
outside agencies or entities and that the City is not obligated or liable for any action or debts that
may arise out of such independently-negotiated"piggyback"procurements.
8.01 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 Services Provider a written notice of termination at the end of its then current fiscal year.
9.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
Services Provider will be made within thirty (30) days of the day on which City receives the
performance, supplies,materials, equipment, and/or deliverables, or within thirty(30)days of the
day on which the performance of services was complete, or within thirty (30) days of the day on
which City receives a correct invoice for the performance and/or deliverables or services,
whichever is later. Services Provider may charge interest on an overdue payment at the "rate in
effect" on September 1 of the fiscal year in which the payment becomes overdue, in accordance
with V.T.C.A., Texas Government Code, Section 2251.025(b); however, this Policy does not
apply to payments made by City in the event:
A. There is a bona fide dispute between City and Services Provider, a contractor, a
subcontractor or supplier about the goods delivered or the service performed that
cause the payment to be late; or
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B. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
C. There is a bona fide dispute between Services Provider and a subcontractor or
between a subcontractor and its supplier about the goods delivered or the service
performed that causes the payment to be late; or
D. Invoices are not mailed to City in strict accordance with instructions, if any, on
the purchase order or the Agreement or other such contractual agreement.
10.01 GRATUITIES AND BRIBES
City may, by written notice to Services Provider, cancel this Agreement without liability
to Services Provider if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offered or given by Services Provider or its agents or
representatives to any City officer, employee or elected representative with respect to the
performance of this Agreement. In addition, Services Provider may be subject to penalties stated
in Title 8 of the Texas Penal Code.
11.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Services Provider's charges.
12.01 ORDERS PLACED WITH ALTERNATE SERVICES PROVIDERS
If Services Provider cannot provide the goods as specified, City reserves the right and
option to obtain the products or services from another supplier or suppliers.
13.01 INSURANCE
Services Provider shall meet all requirements as stated in the attached RFP and as set
forth at:
hqp•//www roundrocktexas. og v/n-content/uploads/2014/12/corr insurance 07.20112.pdf.
14.01 CITY'S REPRESENTATIVE
City hereby designates the following representatives authorized to act in its behalf with
regard to this Agreement:
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Eric Dady, Facility Manager
General Services Department
212 Commerce Cove
Round Rock, Texas 78664
(512)218-5472
edady(a),roundrocktexas.gov
15.01 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.
16.01 DEFAULT
If Services Provider abandons or defaults under this Agreement and is a cause of City
purchasing the specified goods elsewhere, Services Provider agrees that it may be charged the
difference in cost, if any, and that it will not be considered in the re-advertisement of the 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.
Services Provider shall be declared in default of this Agreement if it does any of the
following:
A. Fails to make any payment in full when due;
B. Fails to fully, timely and faithfully perform any of its material obligations under
this Agreement;
C. Fails to provide adequate assurance of performance under the "Right to
Assurance" section herein; or
D. Becomes insolvent or seeks relief under the bankruptcy laws of the United States.
17.01 TERMINATION AND SUSPENSION
A. City has the right to terminate this Agreement, in whole or in part, for
convenience and without cause, at any time upon thirty (30) days' written notice to Services
Provider.
B. In the event of any default by Services Provider, City has the right to terminate
this Agreement for cause, upon ten (10) days' written notice to Services Provider.
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C. Services Provider has the right to terminate this Agreement only for cause, that
being in the event of a material and substantial breach by City or by mutual agreement to
terminate evidenced in writing by and between the parties.
D. In the event City terminates under subsections (A) or (B) of this section, the
following shall apply: Upon City's delivery of the referenced notice to Services Provider,
Services Provider shall discontinue all services in connection with the performance of this
Agreement and shall proceed to cancel promptly all existing orders and contracts insofar as such
orders and contracts are chargeable to this Agreement. Within thirty (30) days after such notice
of termination, Services Provider shall submit a statement showing in detail the goods and/or
services satisfactorily performed under this Agreement to the date of termination. City shall then
pay Services Provider that portion of the charges, if undisputed. The parties agree that Services
Provider is not entitled to compensation for services it would have performed under the
remaining term of the Agreement except as provided herein.
18.01 INDEMNIFICATION
Services Provider shall defend (at the option of City), indemnify, and hold City, its
successors, assigns, officers, employees and elected officials harmless from and against all suits,
actions, legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any
and all other costs or fees arising out of, or incident to, concerning or resulting from the fault of
Services Provider, or Services Provider's agents, employees or subcontractors, in the
performance of Services Provider's obligations under this Agreement, no matter how, or to
whom, such loss may occur. Nothing herein shall be deemed to limit the rights of City or
Services Provider (including, but not limited to the right to seek contribution) against any third
party who may be liable for an indemnified claim.
19.01 COMPLIANCE WITH LAWS,CHARTER,AND ORDINANCES
A. Services Provider, its agents, employees and subcontractors shall use best efforts
to comply with all applicable federal and state laws, the Charter and Ordinances of the City of
Round Rock, as amended, and with all applicable rules and regulations promulgated by local,
state and national boards,bureaus and agencies.
B. In accordance with Chapter 2271,Texas Government Code, a governmental entity
may not enter into a contract with a company for goods and services unless the contract contains
a 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 Services Provider verifies Services Provider 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 a provision verifying that it: (1) does not have a practice, policy, guidance, or directive that
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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 Services Provider verifies Services Provider 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 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 a provision verifying that it: (1) does not boycott energy companies; and (2)will not boycott
energy companies during the term of the contract. The signatory executing this Agreement on
behalf of Services Provider verifies Services Provider does not boycott energy companies, and it
will not boycott energy companies during the term of this Agreement.
20.01 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.
21.01 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 Services Provider:
Service First Janitorial LLC
P.O. Box 600550
Dallas,Texas 75360
Notice to City:
City Manager Stephanie L. Sandre,City Attorney
221 East Main Street AND TO: 309 East Main Street
Round Rock,TX 78664 Round Rock,TX 78664
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Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Services Provider.
22.01 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.
23.01 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Services Provider and City. This Agreement may only be amended or supplemented by mutual
agreement of the parties hereto in writing, duly authorized by action of the City Manager or City
Council.
24.01 DISPUTE RESOLUTION
City and Services Provider hereby expressly agree that no claims or disputes between the
parties arising out of or relating to this Agreement or a breach thereof shall be decided by any
arbitration proceeding, including without limitation, any proceeding under the Federal
Arbitration Act(9 USC Section 1-14)or any applicable state arbitration statute.
25.01 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.
26.01 MISCELLANEOUS PROVISIONS
Standard of Care. Services Provider represents that it employs trained, experienced and
competent persons to perform all of the services, responsibilities and duties specified herein and
that such services, responsibilities and duties shall be performed in a manner according to
generally accepted industry practices.
Time is of the Essence. Services Provider understands and agrees that time is of the
essence and that any failure of Services Provider to fulfill obligations for each portion of this
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Agreement within the agreed timeframes will constitute a material breach of this Agreement.
Services Provider shall be fully responsible for its delays or for failures to use best efforts in
accordance with the terms of this Agreement. Where damage is caused to City due to Services
Provider's failure to perform in these circumstances, City may pursue any remedy available
without waiver of any of City's additional legal rights or remedies.
Force Majeure. Neither City nor Services Provider shall be deemed in violation of this
Agreement if it is prevented from performing any of its obligations hereunder by reasons for
which it is not responsible as defined herein. However, notice of such impediment or delay in
performance must be timely given, and all reasonable efforts undertaken to mitigate its effects.
Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be considered an original of this document; and all of which, when taken
together, shall constitute one and the same instrument.
[Signatures on the following page.]
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IN WITNESS WHEREOF, City and Services Provider have executed this Agreement on
the dates indicated.
City of Round Rock, Texas Service First Janitorial LLC
By: By:
Printed Name: Printed Name:
Title: Title:
Date Signed: Date Signed:
Attest:
By:
Meagan Spinks, City Clerk
For City,Approved as to Form:
By:
Stephanie L. Sandre, City Attorney
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