CM-12-10-220CONTRACT FOR SERVICES
This agreement (the "Agreement") by and between the City of Round Rock Police Department (the
"Round Rock Police Department") and Texas Municipal Retirement System ("TMRS") shall be effective as
of the date fully executed below.
The parties hereby agree to the following terms and conditions for good and valid consideration, hereby
acknowledged and received:
1. The Round Rock Police Department shall provide security to the TMRS mobile disaster recovery
unit for the testing period beginning on Friday, November 2, 2012 through Friday, November 9, 2012, or
alternate dates, if changed with reasonable notice to the Round Rock Police Department (the "Services").
TMRS will pay $ Soo per hour for the Services upon receipt of an invoice for the Services.
2. The term of this agreement is from the date of execution through December 31, 2012. The term
shall automatically renew for another year term until terminated by either party in accordance with
paragraph 7 below.
3. The Round Rock Police Department hereby warrants and represents the following:
a. Compliance with Laws and Policy. That Round Rock Police Department shall provide and
conduct all operations in conformity with all applicable federal, state, and local laws, rules,
regulations, and ordinances.
b. Licenses and Certifications. That Round Rock Police Department has or will obtain at its own
cost, prior to providing the Services, any and all approvals, licenses, filings, registrations and permits
required by federal, state or local laws, regulations or ordinances, required for the performance of the
Services.
c. Performance and Limitation of Liability. That Round Rock Police Department has the
personnel, experience, knowledge and contractual relationships necessary to qualify the Round Rock
Police Department for the particular duties to be performed under this Agreement. Round Rock Police
Department warrants that all services performed under this Agreement shall be performed consistent
with the prevailing best practices in its profession or industry.
4. Round Rock Police Department acknowledges and agrees that TMRS is required to provide
access to certain information in accordance with the provisions of Texas Government Code, chapter 552,
the Public Information Act, formerly known as the Open Records Act. Round Rock Police Department
acknowledges and agrees that TMRS shall have no liability to Round Rock Police Department or any
other person or entity for disclosing information in accordance with the Texas Public Information Act.
5. Force Majeure. Neither TMRS nor the Round Rock Police Department shall be liable for any
delay in the performance of this Agreement, nor for any other breach, nor for any loss or damage arising
from uncontrollable forces such as fire, theft, storm, war, or any other force majeure that could not have
been reasonably avoided by exercise of due diligence.
6. Relationship of the Parties. For all purposes of this Agreement, and notwithstanding any
provision of this Agreement to the contrary, Round Rock Police Department is an independent contractor
and is not an employee, partner, joint venturer, or agent of TMRS. Round Rock Police Department shall
make no representation that Round Rock Police Department is an employee of TMRS. The Round Rock
Police Department will not bind or attempt to bind TMRS to any agreement or contract. As an
independent contractor, the Round Rock Police Department is solely responsible for all taxes,
withholdings, and other statutory or contractual obligations of any sort related to its business, including,
but not limited to, workers' compensation insurance.
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7. Termination. TMRS may terminate this Agreement with or without cause upon thirty (30) days
prior written notice to the other party.
8. Governing Law & Venue. In any lawsuit or legal dispute arising from the operation of this
Agreement, the parties agree that the laws of the State of Texas shall govern, without regard to conflicts
of law principles.
9. Dispute Resolution. The parties agree that the dispute resolution process provided for in Chapter
2260 of the Texas Government Code will be used by TMRS and the Round Rock Police Department to
attempt to resolve any claim for breach of contract made by the Round Rock Police Department that cannot
be resolved in the ordinary course of business. The Executive Director of TMRS or his designee will examine
the Round Rock Police Department's claim and any counterclaim and negotiate with the Round Rock Police
Department in an effort to resolve such claims. The parties specifically agree that (i) neither the execution of
the Agreement by TMRS nor any other conduct, action or inaction of any representative of TMRS relating to
the Agreement constitutes or is intended to constitute a waiver of TMRS' sovereign immunity to suit; and (ii)
TMRS has not waived its right to seek redress in the courts or a jury trial.
10. No Waiver. No action or failure to act by a party hereto shall constitute a waiver of a right or duty
afforded under this Agreement, or constitute approval or acquiescence in a breach of this Agreement,
except as may be specifically set forth in this Agreement.
11. Amendment. This Agreement cannot be modified or changed by any oral promise made by any
person, officer, or employee of either party, nor shall any written modification of it be binding on TMRS
until approved in writing by authorized representatives of both TMRS and the Round Rock Police
Department.
12. Counterparts. This Agreement may be executed in one or more counterparts, each of which will
be deemed an original, but all of which together will constitute one and the same agreement.
13. Severability. If any provision of this Agreement is held to be invalid or unenforceable in whole or
in part, this instrument shall in all other respects remain in full force and effect as if the invalid provision
had never been included, and the remaining provisions shall be construed as consistently as possible
with the Agreements original purpose.
14. No Assignment. The Round Rock Police Department may not assign, transfer, or convey this
Agreement or assign, transfer or delegate any of its rights, duties, or obligations hereunder, and any such
attempted assignment by the Round Rock Police Department shall be void. This Agreement shall be
binding upon TMRS and the Round Rock Police Department, and, their respective successors and
permitted assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date(s) set forth opposite the
signatures of their authorized representatives to be effective for all purposes on the date first written
above.
CITY OF ROUND ROCK POLICE DEPARTMENT TEXAS MUNICIPAL RETIREMENT SYSTEM
GLvt �
BY:
BY:
NAME: David Gavia, Executive Director
DATE: / �� Z ;()/ Z�