Contract - Cobos Design & Construction - 7/11/2024 AGREEMENT BETWEEN THE CITY OF ROUND ROCK
AND COBOS DESIGN& CONSTRUCTION
FOR THE PURCHASE OF PAINTING SERVICES
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
This Agreement for Painting Services to be performed on various City-owned or City-
occupied buildings on a directed as-needed basis, and for related mods and se rvi es, eferred to
herein as the "Agreement," is made and entered into on this the day of ,
2024, by and between the CITY OF ROUND ROCK, TEXAS, a home-rule municipalit whose
offices are located at 221 East Main Street, Round Rock, Texas 78664, referred to herein as the
"City," and COBOS DESIGN & CONSTRUCTION, whose address is 1123 Mansell Avenue,
Austin, Texas 78721, referred to herein as "Services Provider." This Agreement supersedes and
replaces any previous agreements between the named parties, whether oral or written, and
whether or not established by custom and practice.
RECITALS:
WHEREAS, City desires to purchase Painting Services to be performed on and in
various City-owned or City-occupied buildings on a directed as-needed basis, and associated
goods and services; and
WHEREAS, City has issued its "Request for Proposal" for the provision of said Painting
Services and City has determined the bid submitted by Services Provider provides the best value
to the 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,the receipt and sufficiency of which are hereby acknowledged, the parties
mutually agree as follows:
1.0 DEFINITIONS
A. Agreement means this binding legal contract between City and Services Provider
and whereby City agrees to pay for Painting Services and Services Provider is obligated to sell
same. The Agreement includes the following: (a) City's Request for Proposal designated
Solicitation Number 24-015 (b) Cost Proposal Sheet; (c) and any exhibits, addenda, and/or
4862-6666-6172
�-2024 -1 W,
amendments thereto. Any inconsistencies or conflicts in the contract documents shall be resolved
by giving preference in the following order:
(1) This Agreement;
(2) Service Provider's Proposal;
(3) City's Request for Proposal, exhibits, and attachments.
B. City means the City of Round Rock, Williamson and Travis Counties, Texas.
C. Effective Date means the date set out above in the introductory paragraph.
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. Painting Services mean the specified services, supplies, materials, commodities,
or equipment described in the Request for Proposal.
F. Services Provider means Cobos Design & Construction, or any of its successors
or assigns.
2.0 EFFECTIVE DATE AND TERM
A. This Agreement shall be effective on the Effective Date 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 shall be for sixty (60) 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 with or without cause or may elect to continue.
3.0 CONTRACT DOCUMENTS AND EXHIBITS
City selected Services Provider to supply the Painting Services as outlined in RFP
Solicitation Number 24-015; and 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.
The Painting Services which are the subject matter of this Agreement are described in
Exhibit"A" and, together with this Agreement, comprise the total Agreement and they are fully
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a part of this Agreement as if repeated herein in full.
4.0 DUAL PROVIDERS OF SERVICES
The parties specifically acknowledge and agree that Services Provider shall be considered
as one of two (2) providers ("dual providers") of the Painting Services. Services Provider
specifically further acknowledges and agrees that this Agreement is not an exclusive agreement.
City may, in its sole and unfettered discretion, elect to use either of the two (2) providers in
whatever order it deems most advantageous to City's purposes. City may, in its sole and
unfettered discretion, elect to use any other providers. City is not obligated to use or purchase
any estimated annual quantity of goods, and no guarantee is made of any minimum or maximum
purchase.
5.0 ITEMS AWARDED
Only if, as, and when needed by City, Painting Services are awarded to Services Provider
in accordance with Exhibit"A,"Attachment B.
6.0 COSTS
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$200,000.00 per
year for Service Provider's services combined with the dual provider's services for a total not-
to-exceed amount of$1,000.000.00 for the term of this Agreement.
7.0 INVOICES
All invoices shall include,at a minimum,the following information:
A. Name and address of Services Provider;
B. Purchase Order Number;
C. Description and quantity of Painting Services received; and
D. Delivery dates.
8.0 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.
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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 Service Provider and City.
Such agreement shall be conclusively inferred for the services provider from lack of exception to
this clause in the services provider's response. However, all parties hereby expressly agree that
the City of Round Rock is not an agent of, partner to, or representative of those outside agencies
or entities and that the City of Round Rock is not obligated or liable for any action or debts that
may arise out of such independently negotiated"piggyback"procurements.
9.0 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 Painting
Services as determined by City's budget for the fiscal year in question. City may affect such
termination by giving Services Provider written notice of termination at the end of its then-
current fiscal year.
10.0 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by City to Services Provider will be made within thirty (30) days of the date City receives
services under this Agreement,the date the performance of the services under this Agreement are
completed, or the date City receives a correct invoice for the goods 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). This Prompt Payment 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,
subcontractor, or supplier about the goods delivered or the service performed that causes the
payment to be late; or
B. 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
C. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
D. The invoice is not mailed to City in strict accordance with any instruction on the
purchase order relating to the payment.
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11.0 GRATUITIES AND BRIBES
City may,by written notice to Services Provider,cancel this Agreement without incurring
any 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.
12.0 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Services Provider's charges.
13.0 ORDERS PLACED WITH ALTERNATE PROVIDERS
City reserves the right and option to obtain same from another source or supplier(s).
14.0 INSURANCE
Services Provider shall meet all City of Round Rock insurance requirements set forth in
the RFP and on the City's website at:
http://www.roundrocktexas.gov/wp-content/uploads/2014/12/corr insurance 07.20112.pdf.
15.0 CITY'S REPRESENTATIVE
City hereby designates the following representative(s) authorized to act in its behalf with
regard to this Agreement:
Eric Dady
General Services Department
City of Round Rock
(512)218-5472
edady(c),roundrocktexas.g_ov_
16.0 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.
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17.0 DEFAULT
If Services Provider abandons or defaults hereunder 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 make any payment in full when due;
B. Fails to fully, timely and faithfully perform any of its material obligations
hereunder;
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.
18.0 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.
C. Services Provider has the right to terminate this Agreement only for cause, in the
event of material and substantial breach by City, or by written mutual agreement to terminate.
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 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
termination notice, Services Provider shall submit a statement showing in detail the goods and
services satisfactorily performed hereunder 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.
19.0 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,
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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.
20.0 COMPLIANCE WITH LAWS,CHARTER, AND ORDINANCES
A. Services Provider, its agents, employees, and subcontractors shall use best efforts
to comply with all federal and state laws, City's Charter and Ordinances, as amended, and with
all applicable rules and regulations promulgated by local, state, and national boards, bureaus and
agencies.
B. In accordance with Chapter 2271,Texas Government Code,a governmental entity
may not enter into a contract with a company for goods and services unless the contract contains
written verification from the company that it: (1)does not boycott Israel; and (2)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.
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
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 this Agreement. 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.
21.0 ASSIGNMENT AND DELEGATION
The parties 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
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transfer any interest in this Agreement without prior written authorization of the other party.
22.0 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
A. When delivered personally to recipient's address as stated in this Agreement; or
B. 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:
Cobos Design&Construction
Cal Cobos
1123 Mansell Avenue
Austin,TX 78721
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.
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
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.
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25.0 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.
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
such 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 to
be void.
27.0 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
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 Service
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.
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IN WITNESS WHEREOF, City and Services Provider have executed this Agreement on
the dates indicated.
City of Roun Rock,Te s Cobos Design & Construction
By: By: '.�" D
Craig rgan ayor Printed ame:
Title: FCC Is
Date Signed: Z Date Signed: (4
For City,Attest:
w
Ay
Meagan S C
s, C y Clerk
For City,Approved as to Form:
By:
Step ani . Sandre, City Attorney
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