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CM-2015-717 - 3/13/2015City of Round Rock ROU Se ROIX Agenda Item Summary Ajenda Number: Title: Consider executing a Motor Vehicle License Validation sticker agreement with Williamson for the City to act as agent for the Tax -Assessor, Collector for t limte purpose of issuing motor vehicle licen{e valisaton sticker. Type: City Manager Item Governing Body: City Manager Approval Agenda Date: 3/13/2015 Dept Director: Cost: Indexes: Attachments: sticker doc.pdf Department: General Services Department Text of Legislative File CM -2015-717 City of Round Rock Page 1 punned on NIM015 LEGAL DEPARTMENT APPROVAL FOR CITY COUNCIUCITY MANAGER ACTION Required for Submission of ALL City Council and City Manager Items Department Name: General Services Project Mgr/Resource: Marshall Reynolds Council Action: ORDINANCE Q xx City Manager Approval dAttomey Project Name: Vehicle License Validation Sticker Agreement COntmctoriVendor: WILCO RESOLUTION CMA Wording Consider executing a Motor Vehicle License Validation Sticker Agreement with Williamson County for the City to act as an agent for the Tax-Assessor-Colector for the limited purpose of issuing motor vehicle license validation stickers. O:\wdox\SCClnts\0118\1504\MISC\00330448.XLS Updated 6/3/08 MOTOR VEHICLE LICENSE VALIDATION STICKER AGREEMENT This Motor Vehicle License Validation Sticker Agreement (the "Agreement") is made by and between Williamson County, Texas, acting by and through the Tax Assessor -Collector of Williamson County, Texas, a duly and lawfully organized county of the State of Texas (the "Tax Assessor -Collector"), and the City of Round Rock, Texas (the "Distributor"), also being a duly and lawfully organized governmental entity of the State of Texas. RECITALS WHEREAS, Texas Government Code, Chapter 791, Texas Interlocal Cooperation Act, allows these entities to contract with one another to perform governmental functions and services; WHEREAS, public convenience will be furthered by authorizing Distributor to act as an agent for the Tax Assessor -Collector for the limited purpose of issuing motor vehicle license validation stickers ("Stickers") for vehicles owned, leased and used by the Distributor at its place(s) of business located at 221 East Main Street, Round Rock, Texas 78664. NOW, THEREFORE, for the value received and in consideration of the covenants, conditions, and premises herein contained, the parties agree as follows: 1. COVENANTS OF TAX ASSESSOR -COLLECTOR The Tax Assessor -Collector covenants and agrees as follows: A. To authorize the Distributor to act as an agent of the Tax Assessor -Collector to issue motor vehicle registration stickers under the terms and conditions set forth in this Agreement. B. To supply the Distributor with the numbered and secured motor vehicle license registration forms (hereinafter referred to as "Stickers") based on the amount needed by the Distributor and the rate determined by the Tax Assessor -Collector, as well as its written policies and procedures for their issuance. Under no circumstance will the Distributor keep said Stickers at any location other than the location to which said Stickers are assigned. C. To not furnish any Stickers for the account of the Distributor other than directly to the Distributor's Receiving Agent. D. To audit the Distributor's books and records as they pertain to this Agreement at anytime during normal business hours of Tax Assessor -Collector. 0,M-Lb6--1rj II. COVENANTS OF DISTRIBUTOR The Distributor acknowledges, covenants, and agrees as follows: A. To comply with the requirements of the WebAgent System of the Texas Department of Motor Vehicles. All necessary equipment will be famished and maintained by the Distributor. B. The Distributor shall designate one management employee to be designated as the liaison ("Designated Liaison") between the Distributor and the Tax Assessor -Collector. The Designated Liaison will sign an oath of deputation on behalf of the Distributor to be given by the Tax Assessor -Collector- It is the responsibility of the Designated Liaison to personally approve all Distributor employees who will have access to the Stickers under the Distributor's deputation. It is the further responsibility of the Designated Liaison to notify in writing the Tax Assessor -Collector of each such employee's identity before permitting that employee's contact with the said Stickers. The Designated Liaison shall also serve as the Receiving Agent for the Distributor for purposes of this Agreement. Prior to deputation, the Tax Assessor -Collector shall provide any training deemed necessary for the Designated Liaison and the employees approved by the Designated Liaison. The Distributor shall be responsible for all acts of the Designated Liaison and the individuals. C. To not allow any of its officers, agents or employees to participate in any manner in the handling or issuance of Stickers until such officer, agent or employee has been approved by the Designated Liaison and identified to the Tax Assessor -Collector. D. Upon the Receiving Agent's receipt of Stickers from the Tax Assessor -Collector, the Receiving Agent shall verify that such Stickers correspond with the inventory list. In the event of any discrepancies between the Slickers received and the Stickers listed on the inventory list, the Distributor shall promptly report such discrepancy to the Tax Assessor - Collector. E. Under no circumstances shall the Distributor keep the Stickers at any location other than the place(s) of business listed in this Agreement. F. To keep the Stickers in an approved fire proof safe or a secured area and assume full liability for the safekeeping of all Stickers that are famished by the Tax Assessor - Collector to the Distributor's Receiving Agent. G. The Distributor agrees to issue Stickers only to vehicles owned, leased or used by the Distributor with a renewal notice issued by the State of Texas, Department of Motor Vehicles, and only to validations that are due in the current and succeeding month (e.g.: during March, only Stickers for the months of March and April). H. The Distributor agrees to submit weekly reports for the prior week's activities, which shall accurately set forth the number of Stickers issued, the number of Stickers voided, the number of Stickers missing, the Sticker series numbers issued, and any other information of which the Tax Assessor -Collector shall, from time to time, deem reasonably necessary (the "Weekly Reports"). The Weekly Reports shall be submitted online by the Distributor to the Tax Assessor -Collector and be in accordance with any written instructions of the Tax Assessor -Collector each week on Friday by 5:00 p.m. By submitting the Weekly Reports online, the Distributor authorizes the County to initiate an ACH debit payment from the City of Round Rock Operating Account for the correct total amount of all motor vehicle registration fees submitted during the prior week. If a Friday falls on a County holiday, the Weekly Reports shall be delivered by 5:00 p.m. on the next business day that is not a County holiday and the County shall initiate the ACH debit payment from the City of Round Rock Operating Account on that same next business day that is not a County holiday. 1. To assure that any report which is not in order and which does not balance or conform to the requirements of the Tax Assessor -Collector will be returned to the Tax Assessor - Collector, in its entirety, for correction or clarification before it can be remitted. J. To use and report all Stickers in numerical sequence and return all unused or damaged Stickers to the Tax Assessor -Collector in a timely fashion. Any missing Stickers that are not reported must be paid for by the Distributor at the value arrived at by the Tax Assessor -Collector for that period. Furthermore, the Distributor agrees to be fully responsible for any shortages that appear on the Weekly Reports. K. To have up to seven (7) business days to research and rectify any discrepancies that appears in any report required hereunder and to locate any missing or unaccounted for Stickers. If, within the said seven (7) days, the Distributor is unable to locate any missing or unaccounted for Stickers, the Distributor agrees to promptly pay for such missing and/or unaccounted for Stickers, as well as any shortages in fees. L. In the event the Tax Assessor -Collector fails to receive the Weekly Report in the manner and time frame set forth in this Agreement, the Tax Assessor -Collector shall notify the Distributor no later than three (3) business day from the date the Weekly Report was due. If, within seven (7) business days from the date the Weekly Report is due, the Distributor fails to submit the Weekly Report authorizing the Tax Assessor -Collector to initiate the ACH debit payment from the City of Round Rock Operating Account for any amount owing under this Agreement, the Tax Assessor -Collector may, in addition to seeking any other remedies available hereunder or under the law, suspend this Agreement and not issue any additional Stickers until such time that all sums owed are paid. However, the City shall not be responsible for any late payments or any other remedies available hereunder or under the law, if the Weekly Report is submitted in the manner and time frame set forth in this Agreement and the Tax Assessor -Collector fails to initiate the ACH debit payment for the correct total amount of all motor vehicle registration fees submitted for the prior week. M. Distributor shall promptly report any non -trivial changes, as determined from the perspective of a reasonable person in the Tax Assessor -Collector's position, in its ownership to the Tax Assessor -Collector. Distributor may not assign or transfer its interest in or obligations under this Agreement without the prior written consent of the Tax Assessor -Collector. In the event that the Tax Assessor -Collector consents to the Distributor's assignment or transfer of interest, the Distributor's successor or assignee shall be required to execute a new agreement. Furthermore, in the event that the Tax Assessor -Collector consents to the Distributor's assignment or transfer of interest, an audit of any Stickers on hand shall be conducted and a final closing report shall be created and submitted by the Distributor to the Tax Assessor -Collector. Any and all fees owing by the Distributor shall be tendered to the Tax Assessor -Collector prior to the Distributor's assignment or transfer of its interest in or obligations under this Agreement. N. The Distributor acknowledges that the Tax Assessor -Collector's records must be kept current at all times during this Agreement and the Tax Assessor -Collector must be promptly advised of any changes that may affect the Distributor's ability to comply with the terms of this Agreement. O. To promptly notify the Tax Assessor -Collector whenever an employee ceases to have approval of the Designated Liaison to access the, Stickers. Whenever a Designated Liaison is replaced by another Designated Liaison, the new Designated Liaison must be deputized prior to assuming duties in relation to the subject matter of this Agreement. P. To provide the authorized representatives of the Tax Assessor -Collector, the Texas Department of Motor Vehicles, the Williamson County Auditor's Office, and/or the County's outside audit firm, when necessary, reasonable access to the area wherein the Stickers are stored and issued, and provide the necessary assistance reasonably requested in auditing the Stickers. Q. To be subject to audit by the Tax Assessor -Collector, the Williamson County Auditor, the Texas Department of Motor Vehicles, and/or any Certified Public Accountant designated by any one or more of the same, at any time during normal business hours of the Distributor without prior notification, or at any other time or place in Williamson County, Texas as mutually agreed to by the parties, upon 24 hours notification. If the audit is to be conducted at any place other than the place of business of the Distributor, , the Distributor's receiving agent shall be present and shall make available, at the place of the audit, all Stickers, reports, forms, and/or any other information and documentation reasonably required by the above referenced offices and entities. R. In the event that any audit or report of the Distributor discloses that any Stickers or funds are missing or are otherwise unaccounted for and Distributor is unable to cure such breach within seven (7) days of written notice from the Tax Assessor -Collector, the Tax Assessor -Collector shall be entitled to collect payment III. TERM AND TERMINATION OF AGREEMENT A. Term. The term of this Agreement shall commence upon the Tax Assessor -Collector's receipt of both a fully executed original copy of this Agreement and notification to the Tax Assessor -Collector's of the appointment of the Designated Liaison; and shall continue thereafter in full force and effect until terminated by either party in accordance with the terms hereof. B. Termination for Convenience. Either party may terminate this Agreement for convenience and without cause or further liability upon ten (10) business day's written notice to the other party. Within seven (7) business days after the date of termination, the Distributor shall return to the Tax Assessor -Collector all outstanding Stickers, together with full payment of all undisputed fees owed to the Tax Assessor -Collector and a final report. C. Termination for Cause. If either party commits an Event of Breach (a breach of any of the covenants, terms and/or conditions of this Agreement), the non -breaching party shall deliver written notice of such Event of Breach to the breaching party. Such notice must specify the nature of the Event of Breach and inform the breaching party that, unless the Event of Breach is cured within seven (7) calendar days of receipt of the written notice, additional steps may be taken to terminate this Agreement. If the breaching party does not cure the breach within seven (7) calendar days, the breaching party shall be deemed to be in breach and the non -breaching party may, in addition to seeking the remedies available hereunder and under the law, immediately terminate this Agreement. 1. Termination due to Distributor's Breach. Upon termination of this Agreement by the Tax Assessor -Collector for breach by Distributor, the Distributor shall, at Distributor's sole expense and within 24 hours, excluding weekends and holidays, after Distributor's receipt of the Tax Assessor -Collector's notice of termination, return to the Tax Assessor -Collector all outstanding Stickers and full payment of all undisputed fees owed to the Tax Assessor -Collector, along with a final report. 2. Termination due to Tax Assessor -Collector's Breach. Upon termination of this Agreement by the Distributor for breach by Tax Assessor -Collector, the Tax Assessor -Collector shall be obligated to pick up, at the sole expense of the Tax Assessor -Collector, all Stickers owed to the Tax Assessor -Collector within 24 hours, excluding weekends and holidays, after the Tax Assessor -Collector's receipt of the Distributor's notice of termination. Distributor shall remit payment of all undisputed fees owed to Tax Assessor -Collector through the date of termination via ACH. IV. MISCELLANEOUS PROVISIONS A. Venue and Governing Law_ Each party to this Agreement hereby agrees and acknowledges that venue and jurisdiction of any suit, right, or cause of action arising out of or in connection with this Agreement shall lie exclusively in Williamson County, Texas, and the parties hereto expressly consent and submit to such jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, excluding, however, its choice of law rules. B. Reclamation of Stickers. It is hereby acknowledged by Distributor that the Tax Assessor -Collector shall have the right to reclaim the Stickers at any time upon written notice during the term of this Agreement. Distributor shall provide a report of the number of Stickers (including serial numbers) reclaimed by Tax Assessor -Collector at the time of such repossession. C. Distributor's Breach. No breach by the Distributor shall be considered an insubstantial or immaterial breach. Furthermore, a breach of any obligation to be performed by the Distributor hereunder shall constitute a material breach of this Agreement and shall give the Tax Assessor -Collector the right to immediately terminate this Agreement, as set forth hereinabove, and, in addition to such termination right, the right to avail itself of any other remedies available hereunder or order the law. D. Notice. Notice given pursuant to this Agreement shall be in writing and shall be given by United States certified or registered mail, postage prepaid, addressed to the appropriate party as set forth below: TAX ASSESSOR -COLLECTOR: Williamson County Tax Assessor -Collector 904 S. Main Street Georgetown, Texas 78626 DISTRIBUTOR: City of Round Rock, Texas 221 East Main Street Round Rock, Texas 78664 The person and address to which notices are to be given may be changed at any time upon written notice to the other party. E. Severability. If any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof, but rather this entire Agreement will be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligation of the parties shall be construed and enforced in accordance therewith. The parties acknowledge that if any provision of this Agreement is determined to be invalid or unenforceable, it is the desire and intention of each that such provision be reformed and construed in such a manner that it will, to the maximum extent practicable, give effect to the intent of this Agreement and be deemed to be validated and enforceable. F. No Third Party Beneficiaries. This Agreement is for the sole and exclusive benefit of the parties hereto and nothing in this Agreement, express or implied, is intended to confer or shall be construed as conferring upon any other person any rights, remedies or any other type or types of benefits. Further, the provisions of this Agreement are not intended to create, nor shall they be in any way construed to create a joint venture, a partnership, or any other similar relationship between the parties. The Distributor acknowledges that it is an independent contractor and that it will be acting as an independent contractor in performing its obligations under this Agreement. G. Compliance with Laws. Each party to this Agreement shall comply with all federal, state, and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals in any matter affecting the performance of this Agreement. H. No Waiver of Immunities. Nothing in this Agreement shall be deemed to waive, modify or amend any legal defense available at law or in equity to Williamson County, the Tax - Assessor Collector, and their past or present officers, employees or agents, nor to create any legal rights or claim on behalf of any third party. Williamson County does not waive, modify, or alter to any extent whatsoever the availability of the defense of governmental immunity under the laws of the State of Texas and of the United States. No Waiver. The failure or delay of any party to enforce at any time or any period of time any of the provisions of this Agreement shall not constitute a present or future waiver of such provisions nor the right of either party to enforce each and every provision. Furthermore, no term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of, or excuse for any other, different or subsequent breach. J. Force Maieure. If the party obligated to perform is prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of said party, the other party shall grant such party relief from the performance of this Agreement. The burden of proof for the need of such relief shall rest upon the party obligated to perform. To obtain release based on force majeure, the party obligated to perform shall file a written request with the other party. K. INDEMNIFICATION. TO THE EXTENT ALLOWED BY LAW, DISTRIBUTOR SHALL INDEMNIFY, DEFEND, PROTECT, AND SAVE HARMLESS WILLIAMSON COUNTY AND THE WILLIAMSON COUNTY TAX ASSESSOR -COLLECTOR AND THEIR OFFICIALS, EMPLOYEES, AGENTS AND AGENTS' EMPLOYEES FROM AND AGAINST ALL CLAIMS, SUITS, ACTIONS, LIABILITY, LOSS, DAMAGE, REASONABLE ATTORNEY'S FEES, COSTS, AND EXPENSES (INCLUDING, BUT NOT LIMITED TO EXPENSES RELATED TO EXPERT WITNESSES) OF ANY KIND WHATSOEVER, ARISING FROM ANY NEGLIGENT ACT, ERROR OR OMISSION OF DISTRIBUTOR OR ANY OF ITS EMPLOYEES AND/OR ITS AGENTS AND AGENTS' EMPLOYEES IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT. TO THE EXTENT ALLOWED BY LAW, WILLIAMSON COUNTY AND THE WILLIAMSON COUNTY TAX ASSESSOR -COLLECTOR SHALL INDEMNIFY, DEFEND, PROTECT, AND SAVE HARMLESS DISTRIBUTOR AND ITS OFFICIALS, EMPLOYEES, AGENTS AND AGENT'S EMPLOYEES FROM AND AGAINST ALL CLAIMS, SUITS, ACTIONS, LIABILITY, LOSS DAMAGE, REASONABLE ATTORNEY'S FEES, COSTS, AND EXPENSES (INCLUDING BUT NOT LIMITED TO EXPENSES RELATED TO EXPERT WITNESSES) OF ANY KIND WHATSOEVER, ARISING FROM ANY NEGLIGENT ACT, ERROR OR OMISSION OF WILLIAMSON COUNTY OR THE WILLIAMSON COONTY TAX ASSESSOR -COLLECTOR OR ANY OF ITS EMPLOYEES AND/OR ITS AGENTS AND AGENTS' EMPLOYEES IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT. L. Entire Agreement. This Agreement represents the entire and integrated agreement between the parties hereto and supersedes all prior negotiations, representations, or agreements, either oral or written. This Agreement may be amended only by Written instrument signed by each party to this Agreement. [Signatures appear on the following page.] Executed to be effective as of the date of the last party's execution below. Name of Distributor: Address: Signaturet%� Printed Name: L_ a Title: _. (,;JIA i TX Date: _ MMt A- 12, -, 20j�? Subscribed and swom to before me this 134 day of N/IIA. Vtk , 20I. SAM LEIGH WH T (` mlt l . K' UG" Wt 1'g MY COMMISSION E%PIPES Notary Public, State of Texas lYr7" July 11,, 2016 WILLIAMSON COUNTY TAX ASSESSOR -COLLECTOR By: Deborah M. Hunt, CTA Williamson County Tax Assessor -Collector Date: 120 Subscribed and swom to before me this day of 20 Notary Public, State of Texas