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CM-2024-142 - 5/17/20244874-3174-5206/ss2 1 CITY OF ROUND ROCK AGREEMENT FOR LABORATORY SAMPLE MANAGEMENT SOFTWARE WITH ACCELERATED TECHNOLOGY LABORATORIES, INC. THE STATE OF TEXAS § § CITY OF ROUND ROCK §KNOW ALL BY THESE PRESENTS: § COUNTY OF WILLIAMSON § COUNTY OF TRAVIS § THAT THIS AGREEMENT for purchase of laboratory sample management software (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 ACCELERATED TECHNOLOGY LABORATORIES, INC., a corporation whose address is 496 Holly Grove School Road, West End, North Carolina 27376 (referred to herein as the “Vendor”). RECITALS: WHEREAS, City desires to purchase goods and services related to laboratory sample management software; 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 follows: 1.0 DEFINITIONS A.Agreement means the binding legal contract between City and Vendor whereby City agrees to buy specified goods and services and Vendor is obligated to provide same. The 20th May CM-2024-142 2 Agreement includes Vendor’s Proposal, attached as Exhibit “A,” and incorporated herein by reference. 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.Vendor means Accelerated Technology Laboratories, Inc., its successor or assigns. 2.0 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 from the effective date hereof. C.City reserves the right to review the relationship at any time and may elect to terminate this Agreement in accordance with Section 16 of this Agreement. 3.0 CONTRACT DOCUMENTS AND EXHIBITS The goods and services which are the subject matter of this Agreement are described in Exhibit “A,” together with this Agreement, comprise the total Agreement and is fully a part of this Agreement as if repeated herein in full. 4.0 SCOPE OF WORK Vendor shall satisfactorily provide all goods and services described under the attached Exhibit “A” within the contract term specified in Section 2.01. Vendor’s undertakings shall be limited to providing goods and performing services for City and/or advising City concerning those matters on which Vendor has been specifically engaged. Vendor shall perform its services 3 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. 5.0 CONTRACT AMOUNT In consideration for the goods and services to be performed by Vendor, City agrees to pay the Vendor an amount not-to-exceed a total of Seventy-Six Thousand Thirty-Four and 25/100 Dollars ($76,034.25) for the term of this Agreement. 6.0 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. 7.0 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 goods and 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. 8.0 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Vendor will be made within thirty (30) days of the day on which City receives the performance, supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for the performance and/or deliverables or services, whichever is later. Vendor may charge interest on an overdue payment at the “rate in effect” on September 1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b); however, this Policy does not apply to payments made by City in the event: A.There is a bona fide dispute between City and Vendor, a contractor, subcontractor or supplier about the goods delivered or the service performed that cause the payment to be late; or 4 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. 9.0 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. 10.0 TAXES City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be included in Vendor’s charges. 11.0 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. 12.0 INSURANCE Vendor shall meet all insurance requirements set forth in the attached Exhibit “B,” incorporated herein by reference for all purposes. 13.0 CITY’S REPRESENTATIVES City hereby designates the following representatives authorized to act in its behalf with regard to this Agreement: Eric Dady Building Maintenance Manager 212 Commerce Boulevard Round Rock, Texas 78664 512-218-5472 edady@roundrocktexas.gov 5 14.0 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. 15.0 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 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. 16.0 TERMINATION AND SUSPENSION A.City has the right to terminate this Agreement, in whole or in part, for convenience and without cause, annually at the anniversary date (November 30 of each year), upon sixty (60) days’ written notice to Vendor. B.If either party is in material breach of this Agreement, the non-breaching party may terminate this Agreement at the end of a written 30-day notice/cure period if the breach has not been cured during such notice/cure period. 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 6 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. 17.0 INDEMNIFICATION AND LIMITATIONS OF LIABILITY A.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 gross negligence or willful misconduct, 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. B.to the maximum extent allowed by law, except for indemnification obligations described in Section 17.0 (A), Vendor’s total liability arising out of or related to this Agreement (whether in contract, tort or otherwise) does not exceed the amount paid or payable by a customer within the 12-month period prior to the event that gave rise to the liability. 18.0 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 contact contains written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the terms 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. 19.0 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. 7 20.0 USE OF SERVICE A.Authorized Users. City may allow its employees and contractors (“Authorized Users”) to use Service and Mobile Software solely on City’s behalf, provided City is responsible for such Authorized Users’ compliance with the terms of this Agreement. B.City Responsibilities. City: (i) must use industry standard password management practices to keep its passwords for its account in the Service secure and confidential, and promptly notify Vendor or any unauthorized access to its account in the Service; (ii) is responsible for its access control policies and administration of access rights to its account within the Service, the acts and omissions of its Authorized Users, and the legality and accuracy of City Data; and (iii) may use the Service only in accordance with the Service’s user guide and applicable law. C.Third Party Service. The Service interoperates with third party services and databases, including application programming interfaces (Third Party Service), and it depends on continuing availability of and access to the Third Party Service for full functionality of the Service. 21.01 PROPERTY A.Reservation of Vendor Rights. Vendor and its licensors are the sole owners of the goods and services, including all associated intellectual property rights. City may not remove or modify and proprietary marketing or restrictive legends in the Service, Mobile Software, or API. Vendor reserves all rights that are not expressly granted in this Agreement in the Service, Mobile Software and API. B.Restrictions. City may not: (i) resell, rent, or lease the Service or use it in a service-provider capacity; (ii) use the Service, Mobile Software or API to sore or transmit material in violation of privacy or intellectual property rights or applicable law, or to store or transmit malware; (iii) attempt to gain unauthorized access to the Service, Mobile Software, API, or interfere with or disrupt the performance of the Service, Mobile Software, or API; (iv) reverse engineer the Service, the Mobile Software, or the API (to the extent such restriction is permitted by law); or (v) access the Service to build a competitive service or product, or copy any feature, function, or graphic or the Service for competitive purposes. Vendor may suspend City’s access to the Service if Vendor believes in good faith that the City’s use of the Service poses an imminent threat to the security, availability, or legality of the Service; in such event, Vendor will work with the City to address the issue and restore Service as quickly as possible. C.API and Parser. Vendor may provide access to its application-programming interface (“API”) and/or a specific file format for entering City Data into the Service (“Parser”). Subject to the terms of this Agreement, Vendor grants City a non-exclusive, nontransferable, terminable license to use the API and Parser solely in furtherance of its use of the Service. The City may not use the API in a manner, as reasonably determined by Vendor, that exceeds reasonable request volume, constitutes excessive or abusive usage, or fails to comply with any part of the API. If any of these occur, Vendor may suspend or terminate the City’s access to the 8 API on a temporary or permanent basis. Vendor may change or remove existing endpoints or fields in the API upon at least 30 days prior notice to the City. Vendor may add new endpoints or fields in the API without prior notice to the City. Vendor has no liability to the City as a result of: (i) any change, temporary unavailability, suspension, or termination of access to the API, or (ii) any change in formatting of the City Data which causes a malfunction of the Parser. D.Mobile Software. Vendor may make available mobile software to access the service via a mobile device (“Mobile Software”). Subject to the terms of this Agreement, Vendor grants the City a non-exclusive, non-transferable license during the term of this Agreement to copy and use the Mobile Software, solely in connection with its use of the Service. To use the Mobile Software, the City must have a mobile device that is compatible with the Mobile Software. The City understands and agrees that the City may use mobile data in connection with the Mobile Software, the City many incur additional fees from the City’s wireless provider for these services, and the City is solely responsible for any such fees. The City acknowledges that Vendor may, from time to time, issue upgraded versions of the Mobile Software that the City is using on its mobile device. The City consents to such automatic upgrading on its mobile device and agrees that this Agreement will apply to all such upgrades. E.Feedback. If the City provides feedback or suggestions about the Service, then Vendor may use such feedback or suggestions without obligation to the City. 22.0 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: Accelerated Technology Laboratories, Inc. 496 Holly Grove School Road West End, NC 27376 Notice to City: Laurie Hadley, 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 Vendor. 9 23.0 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. 24.0 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. 25.0 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. 26.0 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. 27.0 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. 10 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 Accelerated Technology Laboratories, Inc. 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 Jonathan Kalstein Jonathan Kalstein CFO 05/09/2024 Laurie Hadley City Manager 05/20/2024 Exhibit "A" Acce lerated 496 Holly Grove School Road West End, NC 27376 Technology (800) 565-LIMS (5467) — aa www.atiab.com Rene” LABORATORIES INC. = Quotation Name / Address Date Quotation # City of Round Rack ATTN: Accounts Payable 9/25/2023 19918 221 E Main St. Round Rock, TX 78664 PO Number Phone # Fax# 910-673-8165 910-673-8165 Description dty Cost Total GSA Contract #GS-35F-114BA Sampte Master® Pro Web LIMS, Standard Hosted Deployment (Saas) 10 Named Users Sample Master® Pro Web LIMS, Standard Hosted Deployment (SaaS): 36 36 2,025.00 72,800.00 MONTHS 10 Named Users YEAR 4: 12.1.23 - 11.30.24 YEAR 5: 12.1.24 - 11.30.25 YEAR 6: 12.1.25 - 11.30.26 Please Note: 36 month minimum commitment required ExcelExpress Annual Subscription: 3 YEARS 3 1,044.75 3,134.25 ATL's ExcelExpress is a very powerful Microsoft Excel add-in that allows the user to easily retrieve information from and import results into Sample Master® on demand. Annual subscription includes upgrades and support. YEAR 4: 12.1.23 - 11.30.24 YEAR 5: 12.1.24 - 11.30.25 YEAR 6: 12.1.25 - 11.30.26 NOTE: ATL requires payment in advance. We will continue to invoice Saa§, in advance, at the new rate of $2,025/month. ExcelExpress will be invoiced annually in advance. This Quote shall be valid for 30 days Total $76,034.25 Sales Tax (0.0%) $0.00 Prices listed are in USD Client is responsible for any local taxes or fees TOTAL $76,034.25 Please provide a Tax Exempt ID number (if applicable) A 3% fee will be applied for credit card payments Questions, contact me at dfleece@atlab.com i) Whe Yee — Debbie Fleece ATL Terms & Conditions Shall Apply Accounts Receivable Specialist Accelerated Technology Laboratories, Inc. Exhibit "A"