Contract - Trojan Technologies Group ULC - 3/26/2026 AGREEMENT BETWEEN THE CITY OF ROUND ROCK
AND TROJAN TECHNOLOGIES GROUP ULC
FOR THE PURCHASE OF
UV DISINFECTION SYSTEM REPAIR AND MAINTENANCE PARTS
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 2Z6��day
of , 2026, 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 TROJAN TECHNOLOGIES GROUP ULC, whose offices
are located at 3020 Gore Road,London,Ontario,Canada N5 V4T7,referred to herein as"Vendor."
RECITALS:
WHEREAS, City desires to purchase UV Disinfection System Repair and Maintenance
Parts("Goods and/or Services"); and
WHEREAS,the City has determined that the Vendor is the sole source provider for these
Goods and/or Services; 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 Price Sheet to the City to provide the requested
Goods and/or Services; and
WHEREAS, City has determined that contracting with the Vendor 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:
4919-5757-3211/ss2
(� 202.x."O�5
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 Price Sheet;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 Pricy Sheet;
(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 Trojan Technologies Group ULC, 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 16.0.
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 Price Sheet,
attached hereto as 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 Price Sheet 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
limited to Goods and Services for City and/or advising City concerning those matters on which
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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 $350,000.00,
j 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 convect 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:
1. 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
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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. og v/wp-content/uploads/2024/12/CORR-Insurance-08-2024.12df
Notwithstanding any of the referenced insurance requirements, Vendor shall not be required to
provide copies of its insurance policies.
12.0 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Michael Thane
Director of Public Works Department
3400 Sunrise Road
Round Rock, TX 78665
(512)218-3236
mthane(&roundrocktexas.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 thirty(30)days'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 after the expiration of the thirty(30)day
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
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.
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
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proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any and all other
costs or fees to the proportional extent caused by 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 la,Ys,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.
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.
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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: Trojan Technologies Group ULC
Address: 3020 Gore Road
London, Ontario, Canada N5V4T7
Email: krodriguezaa,trojantechnologies.com
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.
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.
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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.
E. Limitation on Liability. IN NO EVENT SHALL VENDOR BE LIABLE FOR
ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER FOR
BREACH OF ANY WARRANTY, FOR BREACH OR REPUDIATION OF ANY OTHER TERM
OR CONDITION OF THIS AGREEMENT, FOR NEGLIGENCE, ON THE BASIS OF STRICT
LIABILITY,OR OTHERWISE.The total liability of Vendor and its subsidiaries,affiliates,employees,
directors, officers and agents arising out of the performance or nonperformance hereunder or its
obligations in connection with the design, manufacture, sale, delivery, and/or use of Goods and/or
Services shall in no circumstance exceed in the aggregate the amount actually paid to Vendor for Goods
and/or Services delivered hereunder.
F. Warranty. Vendor warrants the Goods in accordance with its then-current
standard warranty covering the specific Goods ordered, generally under which Vendor
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warrants to the City that during the period ending 18 months after the delivery date or 12
months after the start-up date, whichever occurs first, Goods which are manufactured by
Vendor will be free from defects in material and workmanship and will function in accordance
with the specifications specified in any quotation. Vendor warrants that Services furnished
hereunder will be free from defects in workmanship for a period of ninety (90) days from the
completion of the services. If Vendor breaches this warranty and the City notifies Vendor of
such breach within 30 days of the end of the applicable warranty period, Vendor will, at its
option, either replace or repair the nonconforming Goods, or re-perform any nonconforming
Services, or refund the amounts paid by City to Vendor for the nonconforming Goods and/or
Services. No warranties are extended to consumable items such as, without limitation, light
bulbs, and for normal year and tear. VENDOR'S WARRANTY CONTAINS THE
EXCLUSIVE REMEDIES FOR ANY BREACH OF WARRANTY. VENDOR EXPRESSLY
DISCLAIMS ANY REMEDIES OF "COVER" AND ANY WARRANTIES IMPLIED BY
LAW, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
G. Intellectual Property; Information Technology; Privacy. Vendor retains all
rights in and to any intellectual property and confidential information created or procured by
it or its representatives at any time,and City receives licenses to use such intellectual property
and information only to the extent provided by implied license under applicable law. No City
information technology requirements apply, except the extent such requirements specifically
apply to equipment being sold to City. To help ensure mutual compliance with applicable
privacy laws, City will not provide to or share with City any personal data or personally
identifiable information.
H. Performance Guarantees. All product warranties and performance guarantees
shall only enforceable if(a) all equipment is properly installed, inspected regularly and is in
good working order, (b) all operations are consistent with the supplier recommendations, (c)
operating conditions at the City have not materially changed and remain within anticipated
specifications,and(d)no reasonably unforeseeable circumstances exist or arise.
[Signatures on the following page.]
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Trojan Tech"609t6ww _
By:
Printed Name:
1
Date Signed: �� . ZZ Z c Z
City of Roundock,Texas
By:
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Printed Name: 6r
Title: AGW 0
Date Signed: (0
For City, Attest:
Bv: 67MAL It
An Franklin, City Clerk
For City,Approved as to Form:
Stephanie L. Sandre.City Attorney
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EXHIBIT "A"
(Price Sheet)
Project Number 810150
Project Name Round Rock-Brushy
Total Lamps 220 Instructions
Total Banks 10 Add Site specific Details in yellow cells,quantities of recommended parts will auto calculate
Total HSC 2 Some items are site specific and need to be confirmed with project BOM
Total Channels 2
MY Part# Component Site CITY
5% Total Lamps 338299-101 Lamp Kit,Solo Re lacement Signa 11
1% Total Lamps 002293-226P Lamp Plug O-ring 10 Pk 3
1% Total Lams 338314-101 Sleeve Assembly Kit with 0-ring 3
1% Total Lamps 908108-2xxx 205R Lamp Cable Assembly Confirm with site BOM for length and LED or non-LED/ 3
5% Total Lamps/2 916841 Lamp Driver Packaged 6
5% Total banks 015525-SR2-S-382 SENSOR ASSY,SIGNA2ROW-S 30-82%UVT Confirm with site BOM for sensor used 1
5% Total banks 015525-SR2-S-154 SENSOR ASSY,SIGNA2ROW-S 15-40%UVT Confirm with site BOM for sensor used 1
1 System 015397-F-SE-xxx Cable for UVI sensor(length is sitespecific)50 FT 1
5% Total banks 338325 UVI Sensor Housing replacement kit,Includes quartz window,O-rin s,and desicant 1
2 System 914(369-00x Low Level rods(length in ft is sitespecific) 2
5% Total banks 337733 UVI Wiper canister assembly 1
5% Total Lamps 338044 Wiper Replacement kit 11
4 System 337758 Fill Port Assembly 4
1 per HSC 446022-020 Hydraulic fluid,Mineral Oil Confirm with site BOM which fluid is used 2
1 per HSC 907666-020P Hydraulic fluid,Pure Drive Confirm with site BOM which fluid is used 2
5% Total banks 338021-001 Wiping Cylinder 1
1% Total banks 338021-002 Lifting Cylinder 1
1 per Channel 005066 Grease 2
1 per Channel 917457-001 Safety Sensor,Interlock Bank in Place-Adam 2
1 per Channel 917457-002 iSafety Sensor,Interlock Bank in Place-Eva 2
1 System 917459-030 Bank in Place Sensor Cable 1
1 per Channel 931139 Board Kit,CCB/BCB,24VDC 2
2 per Channel 901507 Cleaner,ActiClean Gel 4X41- 4
$ 1,069.15
$ 91.10
$ 447.75
$ 626.10
$ 1,675.45
$ 2,572.00
$ 4,441.85
$ 656.80
$ 351.00
$ 547.05 1
$ 71.25
$ 208.55
$ 113.90
$ 312.15
$ 833.60
$ 12,850.50
$ 12,213.80
$ 35.96
$ 267.00
$ 72.50
$ 397.50
$ 1,648.95
$ 408.75
Confident al Company Proprietary