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CM-2024-099 - 3/29/20244887-6374-2892/ss2 CITY OF ROUND ROCK AGREEMENT FOR WIRELESS TELECOMMUNICATIONS SERVICES WITH KRONOS WIRELESS LLC THE STATE OF TEXAS § § CITY OF ROUND ROCK §KNOW ALL BY THESE PRESENTS: § COUNTY OF WILLIAMSON § COUNTY OF TRAVIS § THAT THIS AGREEMENT for wireless telecommunications services (referred to herein as the “Agreement”), is made and entered into on this the _____ day of the month of _______________, 2024 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 KRONOS WIRELESS LLC, whose offices are located at 10222 Pecan Park Boulevard, Suite 7, Austin, Texas 78729 (referred to herein as “Services Provider”). RECITALS: WHEREAS, City desires to enter into an agreement for the purchase certain wireless telecommunications services for the City’s Transportation Department; 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, Services Provider is the sole source provider of the services being purchased pursuant to this Agreement; and WHEREAS, the City desires to purchase certain services from Services Provider 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: April 3rd CM-2024-099 2 1.01 DEFINITIONS A. Agreement means this binding legal contract between City and Services Provider whereby City is obligated to buy specified goods and services and Services Provider is obligated to provide said services. The Agreement includes the Scope of Services (Quote), attached hereto 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 Services Provider 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 thirty-six (36) months commencing on the effective date of the Agreement. C. City reserves the right to review the relationship with Services Provider at any time and may elect to terminate this Agreement with or without cause or may elect to continue. 3.01 CONTRACT DOCUMENTS The services which are the subject of this Agreement are described in Exhibit “A.” Exhibit “A,” together with this Agreement, comprise the total Agreement and they are fully a part of this Agreement as if repeated herein in full. 3 4.01 SCOPE OF WORK Services Provider shall provide all goods and services described under the attached Exhibit “A.” 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 exhibit, and in a professional and competent manner. 5.01 CONTRACT AMOUNT The total costs payable to Services Provider for the term of the Agreement shall not exceed Thirty Thousand and No/100 Dollars ($30,000.00) per year for a total not-to-exceed amount of Ninety Thousand and No/100 Dollars ($90,000.00) for the term of the Agreement. 6.01 INVOICES All invoices shall include, at a minimum, the following information: A. Name and address of Services Provider; B. Purchase Order Number (if provided to Services Provider); 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 Services Provider 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 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 4 apply to payments made by City in the event: A. There is a bona fide dispute between City and Services Provider, 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 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. 9.01 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. 10.01 TAXES City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be included in Services Provider’s charges, provided the City submits to Services Provider a valid tax exemption certificate for such taxes. 11.01 ORDERS PLACED WITH ALTERNATE SERVICES PROVIDERS If Services Provider cannot provide the goods and services 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: 5 Clay Ericson Supervisor – Traffic Signal 3400 Sunrise Road Round Rock, Texas 78665 (512) 218-7044 cericson@roundrocktexas.gov 13.01 INSURANCE Services Provider shall meet all City of Round Rock Insurance Requirements as set forth at: http://www.roundrocktexas.gov/wp-content/uploads/2014/12/corr_insurance_07.20112.pdf. 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 Services Provider abandons or defaults under this Agreement and is a cause of City purchasing the specified services 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 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 Services Provider. 6 B. Both parties have the right to terminate this Agreement for cause, that being in the event of a material and substantial breach by the other party which remains uncured thirty (30) days after notification by the non-breaching party, or by mutual agreement to terminate evidenced in writing by and between the parties. C. In the event this Agreement is terminated for any reason, the following shall apply: 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 performed under this Agreement to the date of termination. City shall then pay Services Provider that portion of the charges, if undisputed, except and to the extent City is terminating the Agreement for a material uncured breach pursuant to (B). 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. City will have no further right to use the Software (as defined in the Omnia Contract) and will return the software media to Services Provider and destroy all copies of the Software (and related documentation) in City’s possession or control. 17.01 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 Service’s Provider (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. 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 applicable and 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 Services Provider verifies Services Provider does not boycott Israel and will not boycott Israel during the term of this Agreement. 7 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 Services Provider: Kronos Wireless LLC 10222 Pecan Park Boulevard Suite 7 Austin, TX 78729 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 Nothing contained herein shall be construed to restrict the transmission of routine communications between representatives of City and Services Provider. 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 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 8 Council. 23.01 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. 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. 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. 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.] IN WITNESS WHEREOF, City and Services Provider have executed this Agreement on the dates indicated. City of Round Rock, Texas Kronos Wireless 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 Tasos Alexiou Managing Director 03/18/2024 Laurie Hadley City Manager 04/03/2024 Kronos Wireless LLC Tasos Alexiou Managing Director 4717 Priem Lane Suite 703 Pflugerville, Texas 78660 512-358-1243 tasos@kronoswireless.com Clay Ericson 3400 Sunrise Rd Round Rock, Texas 78665 12/12/2023 Dear Clay Ericson, Thank you for your interest in our contract services. Based on the needs of the City of Round Rock for their Traffic Management Department, I have the following services to offer based on a 3-year contract. •Radio communications connectivity troubleshooting •3rd party device IP related connectivity troubleshooting o ie, PTZ Cameras, Controllers, BBU and the like •Network design and expansion services •Network topology design changes •Backhaul Infrastructure design and maintenance •Quarterly site visits for link signal maintenance •Dude SNMP Network monitoring updates and configuration •On site on the job training of staff as work is done The total contract cost for the service listed above would be $90,000 for 3 consecutive years and invoiced monthly for 36 payments. Please let me know if you need any further information. Sincerely, Tasos Alexiou Exhibit "A"