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CM-2024-323 - 12/6/20244880-6554-3677/ss2 CITY OF ROUND ROCK AGREEMENT FOR PURCHASE OF PUBLIC INPUT SOFTWARE SERVICES WITH CITYZEN SOLUTIONS, INC. 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 public input software 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 CITYZEN SOLUTIONS, INC., whose offices are located at 2409-107 Crabtree Boulevard, Suite 303, Raleigh, North Carolina 27604 (referred to herein as “Vendor”). RECITALS: WHEREAS, City desires to purchase public input software 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 follows: 1.0 DEFINITIONS A.Agreement means the binding legal contract between City and Vendor whereby City is obligated to buy specified goods and services and Vendor is obligated to provide said goods and services. The Agreement includes the attached Exhibit “A,” “Services Order Form” and “Terms & Conditions,” incorporated herein by reference for all purposes 6th December CM-2024-323 2 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. 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 twelve (12) months commencing January 1, 2025 through December 31, 2025 (“Term”). The Parties agree that this 2.0(B) supersedes Section 11(b) of the Terms and Conditions in Exhibit “A.” 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. 3.0 CONTRACT DOCUMENTS AND EXHIBITS The goods and 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. 4.0 SCOPE OF WORK Vendor shall satisfactorily provide all services described under the attached Exhibit “A.” Vendor’s undertakings shall be limited to performing services for the City and/or advising City concerning those matters on which Vendor has been specifically engaged. Vendor shall perform its services in accordance with this Agreement, in accordance with the appended exhibit, in accordance with due care, and in accordance with prevailing industry standards for comparable services. 3 5.0 CONTRACT AMOUNT A.In consideration for the goods and related services set forth in Exhibit “A,” City agrees to pay Vendor $27,500.00 for the Term of the Agreement as set forth in the attached Exhibit “A.” 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 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 B.The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or 4 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 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 12.0 CITY’S REPRESENTATIVE City hereby designates the following representative authorized to act in its behalf with regard to this Agreement: Jany Bravo Logistics Officer – Information Technology 221 East Main Street Round Rock, Texas 78664 (512) 341-3156 jbravo@roundrocktexas.gov 13.0 INSURANCE Vendor 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. 14.0 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 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. 16.0 TERMINATION AND SUSPENSION A. City and Vendor has the right to terminate this Agreement for cause, that being in the event of a material and substantial breach by the other party upon thirty (30) days’ notice to the other party, or by mutual agreement to terminate evidenced in writing by and between the parties. B. Upon termination, Vendor shall make all customer data available to City for electronic retrieval for a period of thirty (30) days, but thereafter Vendor may, but is not obligated to, delete stored City data. 17.0 INDEMNIFICATION Vendor’s indemnification obligations are as set forth in Section 9 of the Terms and Conditions attached hereto as Exhibit “A.” 18.0 CONFIDENTIALITY AND PROPRIETARY RIGHTS The parties’ confidentiality requirements and proprietary rights are as set forth in Section 6 of the Terms and Conditions attached hereto as Exhibit “A.” 19.0 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 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 Vendor verifies Vendor does not boycott Israel and will not boycott Israel at any time during the term of this Agreement. 20.0 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. 21.0 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: Cityzen Solutions Inc. 2409-107 Crabtree Boulevard Suite 303 Raleigh, North Carolina 27604 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 Vendor. 22.0 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. 23.0 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. 24.0 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. 25.0 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. 26.0 MISCELLANEOUS PROVISIONS Warranty and Disclaimer. Vendor shall use reasonable efforts consistent with prevailing industry standards to maintain services in a manner which minimizes errors and interruptions in the services and shall perform the implementation services in a professional and workmanlike manner. Vendor shall use reasonable efforts to provide advance notice in writing or by e-mail fo any scheduled service disruption. However, Vendor does not warrant that services will be uninterrupted or error free; nor does it may any warranty as to the results that may be obtained from use of the services. 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. 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 Vendor have executed this Agreement on the dates indicated. City of Round Rock, Texas Cityzen Solutions, Inc. By: _____________________________ By: _______________________________ Printed Name: ____________________ Printed Name: ______________________ Title: ___________________________ Title: _____________________________ Date Signed: _____________________ Date Signed: ________________________ Attest: By: _____________________________ Ann Franklin, City Clerk For City, Approved as to Form: By: _____________________________ Stephanie L. Sandre, City Attorney Kendall Wooten Accounts Payable/Receivable Manager Kendall Wooten 11/20/2024 Stephanie L. Sandre Assistant City Manager Brooks Bennett 12/06/2024 Ann Franklin ANNUAL SERVICE AGREEMENT Customer: Round Rock, TX Customer Contact:Jany Bravo Created Date:10/28/2024 Contact Email:jbravoalvarez@roundrocktexas.gov Currency:USD Billing Contact:Jany Bravo Service Term Start Date: 1/1/2025 Billing Email:jbravoalvarez@roundrocktexas.gov Service Term End Date: 12/31/2025 PO#:Departments:All Billing Address:221 E Main Street, Round Rock, TX 78664, USA Service Order Form Recurring Services Qty Annual Fees Engage 1 $27,500 Authorized Users All $0 Text Message Credits 24,000 $0 SERVICE TERM FEE $27,500 Invoice Date: Upon signed acceptance of this service agreement. Payment Terms: Net 30 Additional Notes: ●Additional incremental annual subscription fees shall apply if Customer requests additional units or services during the Service Term period. Exhibit "A" ●Prices shown above do not include any taxes that may apply. Any such taxes are the responsibility of Customer. This is not an invoice. ●Remittance Advice & Billing Inquiries:accounting@publicinput.com ●The Service Term shall be the period starting from the Service Term Start Date through the Service Term End Date. ●Text credit purchases are non refundable and non transferable. This Service Agreement, and any subsequent Service Agreement executed by PublicInput and the Customer named below, and including the Terms of Service at: https://publicinput.com/wp/terms-conditions/and all terms referenced herein and therein and all attachments, exhibits and addenda hereto, govern Customer’s purchase of the Services (collectively, the ‘’Agreement’’) and by executing this Service Agreement, Customer agrees to each of the foregoing. This Service Agreement is effective as of the last date of signature by both PublicInput and Customer as set forth below (the ‘’Effective Date’’). The pricing offered in this Service Agreement is valid 60 days from Created Date. This Service Agreement is accepted and agreed to by: Cityzen Solutions, Inc. dba PublicInput Signature:_______________________ Name: Kevin Fowler Title: VP of Operations & Finance Date: Customer: Round Rock, TX Signature:_______________________ Name: Title: Date: Exhibit "A" Exhibit "A" Exhibit "A" Exhibit "A" Exhibit "A" Exhibit "A" Exhibit "A" Exhibit "A" Exhibit "A" Exhibit "A" Exhibit "A" Exhibit "A" Exhibit "A" Exhibit "A"