Contract - IDEXX Distribution, Inc. - 11/6/2025 AGREEMENT BETWEEN THE CITY OF ROUND ROCK
AND IDEXX DISTRIBUTION,INC.
FOR THE PURCHASE OF
LABORATORY SUPPLIES AND EQUIPMENT
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
This Agreement for the purchase of_is made and entered into on this the � day
ofkjggj2g�, 2025, 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 IDEXX DISTRIBUTION, INC.,whose offices are located at
One Indexx Drive, Westbrook,Maine 08092 referred to herein as"Vendor."
RECITALS:
WHEREAS, City desires to purchase laboratory testing supplies and equipment
("Goods"); and
WHEREAS, the City has determined that the Vendor is the sole source provider for
these Goods; and
WHEREAS, expenditures that are for the procurement of goods and/or services that are
available from a sole source are exempt from competitive requirements pursuant to Section
252,022 of the Texas Local Government Code; and
WHEREAS, the Vendor has provided its Quote to the City to provide the requested
Goods and/or Services; and
WHEREAS, City has determined the Vendor's Quote is in the best interest of 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, 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:
4915-5839-9080/ss2
1.0 DEFINITIONS
A. Agreement means this binding legal contract between City and Vendor whereby
City is authorized to buy specified services and Vendor is obligated to sell same. The Agreement
includes the following: (a) Vendor's Quote; and (b) any exhibits and/or addenda thereto. Any
inconsistencies or conflicts in the contract documents shall be resolved by giving preference in
the following order:
(1) This Agreement;
(2) Vendor's Quote;
(3) Any addenda, exhibits, and attachments.
B. City means the City of Round Rock, Williamson and Travis Counties, Texas.
C. Effective Date means the date set out in the introductory paragraph above.
D. Goods and Services mean the specified services, supplies, materials,
commodities,or equipment, as described in the Proposal.
E. Vendor means Idexx Distribution, Inc., or any successors or assigns.
2.0 EFFECTIVE DATE AND TERM
A. This Agreement shall remain in full force and effect until it expires as indicated
herein or is terminated in accordance with Section 15.0.
B. The term of this Agreement shall be for sixty (60) months from the Effective
Date.
3.0 CONTRACT DOCUMENTS AND EXHIBITS
City selected Vendor to supply the Goods and Services as outlined in the Proposal; any
Addenda as contained in Exhibit "A," incorporated herein by reference for all purposes. The
intent of these documents is to formulate an Agreement listing the responsibilities of both parties
as outlined in the Proposal and any Addenda.
The Goods and Services which are the subject matter of this Agreement are described in
Exhibit "A" and, together with this Agreement, comprise the total Agreement and Exhibit A is
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 in Exhibit "A,"
attached hereto,within the contract term specified in Section 2.0. Vendor's undertakings shall be
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limited to Goods and Services for City and/or advising City concerning those matters on which
Vendor has been specifically engaged. Vendor shall provide its Goods and Services in
accordance with this Agreement and Exhibit A and with due care, and in accordance with
prevailing industry standards for comparable Goods and Services.
5.0 COSTS
A. In consideration for the Goods and Services to be provided by Vendor, City
agrees to pay Vendor the amounts set forth in Exhibit"A."
B. The City is authorized to pay the Vendor an amount not-to-exceed $630,000.00,
for the term of this Agreement.
6.0 INVOICES
All invoices shall include, at a minimum,the following information:
1. Name and address of Vendor;
2. Purchase Order Number;
3. Description and quantity of items received; and
4. Delivery 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 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 the Vendor
written notice of termination.
8.0 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by City to Vendor will be made within thirty (30) days of the date City receives Goods and
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 and 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). This Prompt Payment Policy does not apply to
payments made by City in the event:
I. There is a bona fide dispute between City and Vendor, a contractor,
subcontractor, or supplier about the goods delivered or the service performed that
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cause the payment to be late; or
2. 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
3. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds;or
4. The invoice is not mailed to City in strict accordance with any instruction on the
purchase order relating to the payment.
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 INSURANCE
Vendor shall meet all City insurance requirements set forth in the IFB and on the City's
website at:
https://www.roundrocktexas.gov/wp-content/uploads/2024/12/CORR-Insurance-08-2024.pdf
12.0 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Ryan Bornn, Superintendent—Utility Services
Public Works Department
3400 Sunrise Road
Round Rock, TX 78665
(512)218-6636
rbornn(axoundrocktexas.gov
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13.0 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.
14.0 DEFAULT
If Vendor abandons or defaults under this Agreement, Vendor shall be declared in default
of this Agreement if it does any of the following and fails to cure the issue within thirty (30)days
of receipt of written notice:
1. Fails to fully, timely and faithfully perform any of its material obligations under
this Agreement;
2. Becomes insolvent or seeks relief under the bankruptcy laws of the United States
and is unable to perform its material obligations under the Agreement.
15.0 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 written notice to Vendor, the "Date of
Termination."
B. In the event of any default by Vendor, City has the right to terminate this
Agreement for cause, upon ten(10)days' written notice to Vendor.
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
to cancel promptly all existing orders and contracts insofar as such orders and contracts are
chargeable to this Agreement. Within thirty (30) days after the Date of Termination, Vendor
shall submit a statement showing in detail the goods and/or services satisfactorily performed
under this Agreement up 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.
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16.0 INDEMNIFICATION
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, 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.
17.0 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 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 Vendor verifies Vendor 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 Vendor verifies Vendor 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 Vendor verifies Vendor does not boycott energy companies, and it will not boycott
energy companies during the term of this Agreement.
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18.0 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
transfer any interest in this Agreement without prior written authorization of the other party.
19.0 NOTICES
A. 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 recipient's physical or email 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:
Vendor: Idexx Distribution, Inc.
Address: One Indexx Drive
Westbrook,ME 08092
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
B. Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
20.0 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.
21.0 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.
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22.0 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.
23.0 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.
24.0 MISCELLANEOUS PROVISIONS
A. 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.
B. Time is of the Essence. The parties agree that, from time to time, certain unique
transactions may have special requirements relative to timing and, accordingly, the parties will
identify those transactions and exercise best efforts to accomplish those transactions within the
stated timeframe. Other timing requirements will be met in a commercially reasonable manner.
Where damage is caused to City due to Vendor's failure to perform in the special timing
requirement circumstances, City may pursue any remedy available without waiver of any of
City's additional legal rights or remedies.
C. Binding Agreement. This Agreement shall extend to and be binding upon and
inure to the benefit of the parties' respective heirs, executors, administrators, successors and
assigns.
D. 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 Vendor have executed this Agreement on the dates
indicated.
Idexx Distrib bion,Inc.
By: :�1
Printed Name: C.hu n• M i n
Title: 'V?A-GH Signed: 911 2025
City of Round ock,Texas
By: _ M �
Printed Name:
Title: r
Date Signed: tIte 7.co2,5
For Ci Attest:
By:
An Franklin, City Clerk
For City,Approved as to Form:
By: � _ � , 1/1
Stephanie L. Sandre, City Attorney
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EXHIBIT "A"
(QUOTE)
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1@WN0Mv1hE= YR1 CONTRACT QUOTE
LABORATORIES
Number / Date
20287377 / 08/07/2025
Ship to Address Sold to Address
CITY OF ROUND ROCK CITY OF ROUND ROCK
5200 North IH 35 5200 North IH 35
ROUND ROCK TX 78681 ROUND ROCK TX 78681
UNITED STATES UNITED STATES
UNITED STATES UNITED STATES
Bill-to Customer 96723
Net weight 969.160
Yr 1 1/1/26-12/31/26
Material ID Description Quantity UnitPrice Total Value
Commodity/COO Batch Exp.Date Backorder item
98-05760-01 WHPC-25 HPC, SIMPLATE UNIT DOSE 1.5 1 125.08 125.08
3822190080/US
98-08877-00 WP200I-18 GAMMA IRAD COLILERT-18 200PACK 110 757.21 83,293.10
3822190080/US
98-09221-00 WV120SBST-200,VESSELS W/STAND SB,20OPK 150 143.50 21,525.00
3926909910/CN
98-09227-00 WQT2KC, PRE-DISP.QT 2000 COMPARATOR 3 27.86 83.58
3822190080/US
98-11682-00 WP104 COLI P/A COMPARATOR 2 14.58 29.16
3822190080/US
98-12973-00 WP2001 GAMMA IRRAD COLILERT 100ML 20OPK 1 757.10 757.10
3822190080/US
98-20724-01 WL160,6 WATT FLUOR LAMP 1 191.06 191.06
8539490040/US
98-21322-00 WCM10 UV VIEWING CABINET 1 272.00 272.00
9027508060/US
98-21675-00 WQT2K QUANTI-TRAY 2000 DISPOSABLE 100/BX 1 233.98 233.98
3926909910/US
All local taxes at customer charge
1w&MMW,*rM=
LABORATORIES
Date
08/18/2025
Number
20287377
Items Total 106,510.06
Freight Value 8,140.58
Total Amount USD 114,650.64
All local taxes at customer charge