HomeMy WebLinkAboutAgenda_GEDCO_11.16.2015Notice of Meeting for the
Georgetown Economic Development Corporation and the Governing Body
of the City of Georgetown
November 16, 2015 at 1:00 PM
at the City Council Chambers, located at 101 E. 7th Street, Georgetown, TX 78626
The City of Georgetown is committed to compliance with the Americans with Disabilities Act (ADA).
If you require assistance in participating at a public meeting due to a disability, as defined under the
ADA, reasonable assistance, adaptations, or accommodations will be provided upon request. Please
contact the City at least four (4) days prior to the scheduled meeting date, at (512) 930-3652 or City
Hall at 113 East 8th Street for additional information; TTY users route through Relay Texas at 711.
Legislative Regular Agenda
A Consideration and approval of the minutes for Georgetown Economic Development Corporation
for the Regular Meeting held Monday, October 26, 2015--Kevin Kelly, Secretary
B Consideration of the October 31, 2015, Financial Reports -- Laurie Brewer
C Discussion and possible action regarding the Project Progress Report—Mark Thomas, Economic
Development Director
D Discussion and possible action regarding the approval to hire a consultant to conduct a Retail
Market Analysis - Mark Thomas, Economic Development Director and David Morgan, General
Manager
E Presentation, discussion and possible action regarding the Texas Life-Sciences Collaboration
Center – Michael Douglas, TLCC Executive Director
F Presentation, discussion and possible action regarding Difusion Technologies -- Mark Thomas
G Sec. 551.071: CONSULTATION WITH ATTORNEY
Consultation with attorney regarding legal issues related to agenda items and other matters in
which (1) when the governmental body seeks the advice of its attorney about: (A) pending or
contemplated litigation; or (B) a settlement offer; or (2) on a matter in which the duty of the
attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of
the State Bar of Texas clearly conflicts with this chapter.
H Section 551.072. DELIBERATIONREGARDING REAL PROPERTY
Discussion and possible action to deliberate the purchase,exchange, lease or value of real property
for purposes authorized by the Development Corporation Act which discussion in open session
would have adetrimental effect on negotiations with third persons.
I Section 551.087. DELIBERATION REGARDING ECONOMIC DEVELOPMENT
NEGOTIATIONS.
Deliberation regarding commercial or financial information that the corporation has received from
a business prospect that the Georgetown Economic Development Corporation seeks to have
locate, stay, or expand in or near the territory of the City of Georgetown and with which the
Corporation is conducting economic development negotiations; and/or deliberation regarding the
offer of a financial or other incentive to a business prospect that the Corporation seeks to have
locate, stay, or expand in or near the territory of the City of Georgetown.
Page 1 of 45
J Action out of Executive Session.
CERTIFICATE OF POSTING
I, Shelley Nowling, City Secretary for the City of Georgetown, Texas, do hereby certify that this
Notice of Meeting was posted at City Hall, 113 E. 8th Street, a place readily accessible to the general
public at all times, on the ______ day of __________________, 2015, at __________, and remained
so posted for at least 72 continuous hours preceding the scheduled time of said meeting.
____________________________________
Shelley Nowling, City Secretary
Page 2 of 45
City of Georgetown, Texas
Georgetown Economic Development Corporation
November 16, 2015
SUBJECT:
Consideration and approval of the minutes for Georgetown Economic Development Corporation
for the Regular Meeting held Monday, October 26, 2015--Kevin Kelly, Secretary
ITEM SUMMARY:
ATTACHMENTS:
1. Draft Minutes for the Regular Meeting held Monday, October 26, 2015
FINANCIAL IMPACT:
None
SUBMITTED BY:
Kevin Kelly, Corporate Secretary
ATTACHMENTS:
Description Type
October 2015 minutes Cover Memo
Page 3 of 45
GEDCO Minutes
October 26, 2015
Page 1 of 2
Minutes of the Meeting of the
Georgetown Economic Development Corporation
And the Governing Body of the
City of Georgetown, Texas
October 26, 2015
The Georgetown Economic Development Corporation of the City of Georgetown, Texas, met on
Monday, October 26, 2015.
Members Present: Steve Fought, Hugh Brown, Kevin Kelly, Rachel Jonrowe, Bill Mateja,
Jeff Parker
Members Absent: Ty Gipson
Staff Present: David Morgan, City Manager, Mark Thomas, Economic Development
Director; Bridget Chapman, City Attorney; Tina Dunbar, Administrative
Assistant; Conchita Gusman, Program Manager; Laurie Brewer, Assistant
City Manager
MINUTES
Call to Order at 03:30PM
Legislative Regular Session
A Consideration and approval of the minutes for Georgetown Economic Development
Corporation for the Regular Meeting held Monday, August 17, 2015 -- Kevin Kelly,
Secretary
Motion by Kelly, second by Mateja to approve the Georgetown Economic Development
Corporation minutes for the Regular Meeting held Monday, October 26, 2015.
(Approved 6-0)
B Consideration of the August 31 and September 30, 2015, Financial Reports -- Debbie
Mitchell
Assistant City Manager Brewer presented the reports and answered questions from the
Board.
Page 4 of 45
GEDCO Minutes
October 26, 2015
Page 2 of 2
C Discussion and possible action regarding the benefit of commissioning a retail market
study to conduct research and provide recommendations to enhance existing retail
areas and increase retail tenancy in the Georgetown Community-Mark Thomas,
Economic Development Director and David Morgan, General Manager
City Manager Morgan explained the benefits of retail market studies and how the
information could help Georgetown. Discussion was held on GEDCO’s participation in
the RFP process.
Motion by Parker, second by Mateja to direct staff to develop an RFP for a retail market
study. (Approved 6-0)
D Discussion and possible action regarding the Project Progress Report—Mark Thomas,
Economic Development Director
Thomas presented an update of economic development projects and answered
questions from the Board.
E Action out of Executive Session.
No Executive Session
Executive Session
In compliance with the Open Meetings Act, Chapter 551, Government Code, Vernon's Texas
Codes, Annotated, the items listed below will be discussed in closed session and are subject to
action in the regular session.
F Sec. 551.071: Consultation with Attorney
G Section 551.072. Deliberation Regarding Real Property
H Section 551.087. Deliberation Regarding Economic Development Negotiations.
The meeting was adjourned at 4:40 PM
Attest:
______________________________ ___________________________________
Kevin Kelly, Corporate Secretary Steve Fought, President
Page 5 of 45
City of Georgetown, Texas
Georgetown Economic Development Corporation
November 16, 2015
SUBJECT:
Consideration of the October 31, 2015, Financial Reports -- Laurie Brewer
ITEM SUMMARY:
See Attachment
FINANCIAL IMPACT:
None
SUBMITTED BY:
Laurie Brewer, Assistant City Manager
ATTACHMENTS:
Description Type
October Financials Cover Memo
Page 6 of 45
Page 7 of 45
Page 8 of 45
Page 9 of 45
Page 10 of 45
Page 11 of 45
City of Georgetown, Texas
Georgetown Economic Development Corporation
November 16, 2015
SUBJECT:
Discussion and possible action regarding the Project Progress Report—Mark Thomas, Economic
Development Director
ITEM SUMMARY:
The GEDCO Board has requested that staff provide a project progress and status report at each
meeting on all of the active projects discussed by the Board.
ATTACHEMENT:
1. Project Status Report
FINANCIAL IMPACT:
N/A
SUBMITTED BY:
Mark Thomas, Economic Development Director
ATTACHMENTS:
Description Type
Project Report Cover Memo
Page 12 of 45
Project Project Description
Approved by
Council Funded Monitoring Compliance Closed
Citigroup
$1.3 Million Grant for wastewater infrastructure disbursed in April
2008. 12/12/2006 Funded April 2008
Approved and
completed; Monitoring
Compliance No
Radix BioSolutions, Ltd.
Provided grant to assist with the work and future plans of Radix
BioSolutions at the TLCC. Agreement approved by GEDCO on
February 9, 2010 and Council approved the Agreement at its March
9, 2010 Meeting. Radix paid back $47K on 3/15/15.3/9/2010 Funded May 13, 2010
Yes, Final compliance
date is March 2018 No
Lone Star Circle of Care
Provided a grant not to exceed $387,000 for Qualified Expenditures
for future site improvements at 205 East University Avenue,
Georgetown, Texas. Loan Agreement and Promissory Note have
not been executed. Agreement approved by GEDCO on June 23,
2011 and Council approved the Agreement at its June 28, 2011
Meeting. 6/28/2011
Funded November and
December 2011
Yes, Final Compliance
Date is July 28, 2016 No.
Grape Creek
Provide a grant not to exceed $447,000 for Qualified Expenditures
for the lease/purchase and future site improvements at 101 E. 7th
Street and 614 Main Street for the operation of a winery on the
Downtown Square in Georgetown Agreement approved by GEDCO
on July 25, 2011 and Council approved the Agreement at its August
23, 2011 Meeting. Fourth Amended Performance Agreement, Lease
Agreement, and Promissory Note was approved by GEDCO on
August 20, 2012 and by the City Council on August 28, 2012. TIRZ
Agreement for $60,000 approved by City Council on 9-11-12. 8/23/2011 Funded
Yes, Final Compliance is
March 2018.No
Georgetown Winery
Provide a grant not to exceed $70,000 for Qualified Expenditures
described as equipment for wine production and an agreement to
maintain and operate the existing winery in Georgetown. Agreement
approved by GEDCO on July 25, 2011 and Council approved the
Agreement at its August 23, 2011 Meeting. 8/23/2011 Funded
Yes, Final Compliance
Date is June 30, 2016 No
DiFusion Technologies
Provide a grant not to exceed $92,000 for Qualified Expenditures
described as an ICP Spectrometer to be purchased by TLCC to be
leased to Dufusion under the terms of the Performance Agreement.
Qualified Expenditure to remain the Property of GEDCO unless
transferred to DiFusion per the terms of the Performance
Agreement.Agreement approved by GEDCO on October 17, 2011
and November 21, 2011 and Council approved the Agreement at its
December 13, 2011 Meeting. The GEDCO Board approved
additional requirements for the Performance Agreement on May 21,
2012. Approved by Council on July 10, 2012. In process of
resolving compliance issues with TLCC.7/10/2012 Funded
Yes, Final Compliance
Date is July 31, 2015 No
GEDCO PROJECT UPDATE AND STATUS REPORT
November 16, 2015
Page 13 of 45
Project Project Description
Approved by
Council Funded Monitoring Compliance Closed
GEDCO PROJECT UPDATE AND STATUS REPORT
November 16, 2015
Georgetown Indpendent School District
Provided a grant not to exceed $200,560 for the purchase of
qualified expenditures related to the equipment for the Engineering
Program and Laboratories at Georgetown and East View High
Schools. GISD will offer the MSSC Certifications, implement a Job
Placement Program, provide and annual report and annual tour of
the facilities to the GEDCO Board. Agreement was approved by
GEDCO on September 17, 2012 and the City Council on September
25, 2012. The GEDCO Board approved the GISD request to amend
the Performance Agreement to allow the purchase different
equipment than outlined in the original agreement on November 18,
2013. 9/17/2012 Partially Funded.
Yes. Final Compliance
based on life of
equipment. No
Texas Life Sciences Collaboration Center
(3)
Provide a grant of $150,000 for the maintenance of the TLCC.
Performance Agreement approved by GEDCO on 10/17/14. 11/11/2014 Funded Dec. 2014
Yes. Final Compliance
October 31, 2015 No.
The Rivery at Summit Conference Center
Provide a grant not to exceed $4.5 Million for Public Infrastructure
Improvements. Approved by the GEDCO Board on November 18,
2013. Approved by the City Council on December 10, 2013. 12/10/2013 Not Funded
Yes.Construction
Deadline is
June 30, 2016. No.
TASUS Texas Corporation
Provide a grant of $67,500 for job creation related to expansion of
manufacturing facilities. Approved by the City Council on February
25, 2014 and approved by the GEDCO Board on February 17, 2014 2/25/2014 Not Funded
Yes. Final Compliance
May 31, 2017 No.
Radiation Detection Corporation
Provide a grant of $320,000 for job creation related to the relocation
of the corporate offices to Georgetown. Approved by City Council
and GEDCO on July 23, 2013. 7/23/2013 Funded
Yes. Final Compliance
December 31, 2021 No
DisperSol
Provide a grant of $250,000 for job creation related to expansion of
manufacturing facilities. Approved by the GEDCO Board on August
18, 2014. Company earned $50K (= 10 eligible positions at
$10/job). Check delivered 4/17/15 to company. 10/16/2014 Partially Funded
Yes. Final Compliance
February 15, 2019 No.
Page 14 of 45
City of Georgetown, Texas
Georgetown Economic Development Corporation
November 16, 2015
SUBJECT:
Discussion and possible action regarding the approval to hire a consultant to conduct a Retail
Market Analysis - Mark Thomas, Economic Development Director and David Morgan, General
Manager
ITEM SUMMARY:
At its October meeting, GEDCO heard a presentation on the benefits of a Retail Market Study.
Following discussion, the GEDCO Board directed staff to develop an RFP to procure the services
of a consultant to conduct a Retail Market Analysis and develop a Recruitment Strategy.
Staff has created a presentation to summarize the scope of this project.
FINANCIAL IMPACT:
To be determined.
SUBMITTED BY:
David S. Morgan, City Manager
ATTACHMENTS:
Description Type
Draft RFP Cover Memo
Page 15 of 45
CITY OF GEORGETOWN, TEXAS
REQUEST FOR PROPOSALS
FOR
Retail Recruitment Consultant
RFP #
Dated: ____________________
DUE DATE FOR RESPONSES
______________________
PM
Central Standard Time
Page 16 of 45
City of Georgetown
Retail Consultant
2
Table of Contents
1.0 Notice to Proposers 3
2.0 Background and Current Circumstances 3
3.0 Project Purpose and Objectives 4
4.0 Key Event Schedule 4
5.0 Proposal Submission Requirements 5
6.0 Proposal Evaluation/Selection Process 6
7.0 Instructions to Proposers 7
8.0 Terms and Conditions 11
9.0 Scope of Work 11
10.0 Required Questionnaire 16
Exhibit A – Terms and Conditions
Page 17 of 45
City of Georgetown
Retail Consultant
3
1.0 Notice to Proposers
The City of Georgetown (the “City”) is soliciting sealed proposals for Request for Proposal (RFP) No.
for a Retail Recruitment Consultant.
All addenda, notices, additional information, etc. will be posted to the City of Georgetown Purchasing
Department’s web site, http://purchasing.georgetown.org/bid-information/. Five printed copies (one
original plus four copies) plus five digital copies (on CD/DVD or jump drive) of proposal must be sealed
and returned to the City of Georgetown, Attention: Purchasing Manager, P. O. Box 409, Georgetown,
Texas 78627 (mailing address) or 300-1 Industrial Avenue, Georgetown, Texas 78626 (physical address)
by p.m. Central Standard Time, on . All proposals must be plainly marked
with the proposal name and RFP number.
Proposer is responsible for delivery of response by the date and time set for the closing of the proposal
acceptance. Responses received after the date and time set for the closing will not be considered.
The information contained in these specifications is confidential and is to be used only in connection
with preparing this proposal.
The City reserves the right to reject any and all proposals and waive informalities in proposals received.
All questions concerning this RFP must be addressed to the following point of contact:
Trina Bickford
Purchasing Manager
300-1 Industrial Ave.
Georgetown, Texas 78627
Phone: (512) 930-3647
Fax: (512) 930-9027
Email: purchasing@georgetown.org
2.0 Background and Current Circumstances
2.1 City of Georgetown
Georgetown is located on IH 35 at the northern edge of the Austin Metro Area. The County Seat of
Williamson County, Georgetown is known for its historic Courthouse and surrounding Victorian Era
architecture resulting in the “Most Beautiful Town Square in Texas”. Georgetown and Williamson
County are experiencing tremendous growth in both residential and commercial sectors. City and
County population growth ranks as one of the highest in the nation and the trend is expected to
continue. Welcoming and managing the expected growth while maintaining the amenities and charm of
a small community is of top priority to the citizens of Georgetown. Georgetown has two outdoor malls
and numerous “strip” malls in addition to the Downtown Square. Our goal is to attract quality retail
outlets that will compliment not compete with existing businesses in our retail centers and especially
downtown.
Page 18 of 45
City of Georgetown
Retail Consultant
4
3.0 Project Purpose and Objectives
3.1 Scope of Procurement
The City desires to acquire the services of a Retail Consultant to identify and recruit retail outlets best
meeting the needs of the community. Working in partnership with the successful Proposer, the City
desires to identify the type and brand of retail best suited for Georgetown and to develop a plan to
recruit the identified targets.
3.2 Anticipated Approach
City expects proposals addressing all requirements contained in this RFP. The City requests Proposers
submit proposals outlining all fees and any variables. The City will evaluate each option and select the
option representing the best value to the City.
3.2.1 Included Core Elements
The required services include an analysis of current retail status, method for determining retail targets,
plan for recruitment of identified targets, implementation of recruitment plan.
3.2.2 Ability to combine vendors/products
Although the City’s intent is to hire a single provider for this service, the City reserves the right to
consider combinations of vendors/products to achieve the entire list of requirements stated in section
3.2.1. As a result, it is possible for a firm to propose portions of the solution and specify compatible
products/partners for the remaining parts of the solution. If this approach is taken, the City will
evaluate the number, strength and relationship of the vendors/products proposed to determine if that
approach provides the best value and easiest ongoing operation for the City.
4.0 RFP Key Events Schedule
Issue RFP
Deadline for questions on RFP
Proposals Due
City evaluation of proposals completed (approx.)
Selection of contractor (approx.)
Council Approval of Contract Award (approx.)
It is the expectation of the City that services begin no later than , 2015.
5.0 Proposal Submission Requirements
5.1 Proposal Submission Format
The Purchasing Department will not accept oral proposals, or proposals received by telephone, FAX
machine, or telegraph.
The proposal must be submitted in hard copy. The Proposer shall submit one original and four copies of
the proposal submission, plus five digital copies on CD/DVD or jump drive, to consist of:
Page 19 of 45
City of Georgetown
Retail Consultant
5
• Signed cover letter providing complete name and address of Proposer and a brief description
and history of the firm;
• Executive summary highlighting key points of proposal;
• A statement indicating all required services will be provided in full accordance with this RFP –
any exceptions to the requirements MUST be noted. All explanations, comments, exceptions,
etc. must reference the specific section of the RFP;
• All information and documentation requested in Sections 9 and 10 of this RFP;
• Any additional applicable agreements, contracts, terms, conditions, etc. – all additional
documents will be subject to review and acceptance by the City, and only documents submitted
as a part of the proposal response will be considered;
• Proposer must provide sufficient information to evaluate financial capacity, including at a
minimum:
Two most recent year’s annual financial statements, including all notes to such
statements and audit options.
Letter of assurance stating that the proposer has the sufficient financial resources and
ability of a proposer to perform the required services; and
• Illustrative or descriptive literature, brochures, diagrams, etc. which provide additional
information directly pertaining the requirements of this RFP.
The Proposer may also provide supplemental marketing or technical materials, to be packaged
separately from the Proposal. No materials provided by the Proposer will be returned at any time
during or following this procurement.
5.2 Proposal Time Stamp
The time proposals are received shall be determined by the time clock stamp in the Purchasing
Department. Purchasing Department personnel will promptly timestamp submissions as they are
received. Proposers are responsible for insuring that their proposals are received and stamped by
Purchasing Department personnel by the deadline indicated.
5.3 Proposer Representations and Responsibilities
By submitting a proposal in response to this RFP, the Proposer represents that it has read and
understands all elements of this RFP and has familiarized itself with all federal, state, and local laws,
ordinances, and rules and regulations that in any manner may affect the cost, progress, or performance
of the contract work.
By submitting a proposal in response to this RFP, the Proposer represents that is has not relied
exclusively upon any technical details, but has supplemented this information through due diligence
research and that the Proposer sufficiently understands the issues relative to the indicated
requirements.
The failure or omission of any Proposer to receive or examine any form, instrument, addendum, or
other documents or to acquaint itself with conditions existing at the site or other details shall in no way
relieve any Proposer from any obligations with respect to its proposal or to the contract.
Page 20 of 45
City of Georgetown
Retail Consultant
6
5.4 Proposal Withdrawal
A proposal may be modified or withdrawn by the Proposer any time prior to the time and date set for
the receipt of proposals. The Proposer shall notify the Purchasing Department in writing of its
intentions.
1. If a change in the proposal is requested, the modification must be so worded by the Proposer as
to not reveal the original amount of the proposal.
2. Modified and withdrawn proposals may be resubmitted to the Purchasing Department up to the
time and date set for the receipt of proposals.
3. No proposal can be withdrawn after the time set for the receipt of proposals and for sixty (60)
days thereafter.
5.5 Late Proposals
All proposals received in the Purchasing Department on time shall be accepted. All late proposals
received by the Purchasing Department shall be returned upon request to the Proposer unopened.
Proposals shall be open to public inspection only after award of the contract.
5.6 Proposer Questions
Proposers may contact the individual listed in Section 1 with any questions regarding this RFP. Proposers
should not attempt to contact City Council members, the City staff or management directly during the
pre-proposal or post proposal period.
6.0 Proposal Evaluation/Selection Process
The City has attempted to provide Proposers with a comprehensive statement of requirements through
this RFP for the required services. Proposers are requested to make written proposals which present
the Proposer's qualifications and understanding of the work to be performed. Proposers are asked to
address each evaluation criteria and to be specific in presenting their qualifications. Proposals should be
as thorough and detailed as possible so that the City may properly evaluate your capabilities to provide
the required goods/services.
Selection may be made of one or more Proposers deemed to be fully qualified and best suited among
those submitting proposals. Demonstrations and possible site visits will be conducted for the Proposers
so selected. The City reserves the right to award based on the responses received or to negotiate with
any or all of the Proposers so selected. Price shall be considered, but will not be the sole determining
factor. The City may also award to other than the highest ranked proposer in the event the best and
final price submitted by the proposer is more than the budget available for the project. The City shall
select the Proposer which, in its opinion, has made the proposal that is most beneficial to the City, and
shall award the contract to that Proposer. Should the City determine in writing and in its sole discretion
that only one Proposer is fully qualified or that one Proposer is clearly more highly qualified than the
others under consideration, a contract may be negotiated and awarded to that Proposer. The award
document will be a contract incorporating by reference all the requirements, terms and conditions of
the solicitation and the Proposer's proposal as negotiated.
6.1 Evaluation Criteria
The City has established specific, weighted criteria for selection. This section presents the evaluation
criteria, their description, and the relative weight assigned to each (100 points maximum). Failure to
Page 21 of 45
City of Georgetown
Retail Consultant
7
provide any information specifically requested in this RFP or necessary for evaluation based on the
following criteria of Proposer’s suitability to provide services may result in disqualification of the
proposal. The City’s objective is to select the Proposer most responsive to the City’s requirements.
6.1.1 Customer Service and Professional Competence – 30 points
The City will evaluate Proposer based on factors including number of years in business,
demonstrated capabilities, experience of staff, and professional capabilities as demonstrated in
proposal.
6.1.2 Scope of Services and Coverage – 25 points
6.1.3 Cost of Services and multiyear rate guarantee – 15 points
The City will evaluate price as an important, but not overriding, factor. Fee negotiation will take
place with finalists.
6.1.4 Reference Check results – 10 points
6.1.5 Proposed approach to providing requested services – 20 points
Proposer shall have a written proposed plan to provide the requested services.
6.2 Proposal Evaluation Process
Each proposal will be reviewed, evaluated, and scored as part of the formal selection process. Each
proposal will be reviewed independently based solely on the merits of the proposal. The proposals will
then be scored and, if necessary, a short list of Proposers will be selected for additional evaluation,
Proposer presentations, demonstrations, and reference checks.
7.0 Instructions to Proposers
7.1 General Conditions
A. Required as Part of Proposal
Proposers must include the following information as a part of their proposal. Failure to provide in
the proposal any information requested in this RFP may result in the disqualification of the proposal.
1. Each Proposer shall furnish a complete name, mailing address and telephone number.
2. Each proposal must designate the individual(s), along with respective telephone numbers, who
will be responsible for answering technical and contractual questions with respect to their
proposal.
3. The City, in its sole discretion, expressly reserves the right to request and/or require any
additional information from the Proposer(s) that it deems relevant with respect to this RFP.
4. Cost for developing proposals is entirely the responsibility of the Proposer and shall not be
chargeable to the City.
5. Proposals should not contain promotional or display materials, except as they may directly
answer, in whole or in part, questions contained in the RFP. Such exhibits shall be clearly
marked with the applicable reference number of the questions in the RFP.
Page 22 of 45
City of Georgetown
Retail Consultant
8
6. The contents of the proposal and any clarification or counter proposal thereto submitted by the
successful Proposer shall become part of the contractual obligation and incorporated by
reference into the ensuing contract.
7. Products and services not specifically mentioned in this RFP, but which are necessary to provide
the functional capabilities described by the Proposer shall be included in the proposal.
8. It is intended that this RFP describe the requirements and response format in sufficient detail to
secure comparable proposals.
9. A Proposer may withdraw his/her proposal by submitting a written request for its withdrawal
over the signature of an authorized individual to the Purchasing Manager any time prior to the
submission deadline. The Proposer may thereafter submit a new proposal prior to the deadline.
Modifications offered in any manner will not be considered if submitted after the deadline.
10. The successful Proposer may be required to provide an affidavit that he/she has not conspired
with other potential suppliers in any manner to attempt to control competitive pricing. This
paragraph does not, however, preclude two or more suppliers of certain parts of the
requirements from presenting a combined or joint proposal for the purpose of providing a
complete proposal.
11. Pursuant to Texas Local Government Code Section 262.030 of VTCA, proposals shall be opened
so as to avoid disclosure of the contents to competing offers. Details will not be released until all
ensuing negotiations have been completed and contractual agreements have been executed. All
information submitted on this RFP will be public record.
12. All proposals become the property of the City and will not be returned to the Proposer.
13. By submitting a response, Proposer certifies that he/she is a duly qualified, capable and
otherwise bondable business entity that he/she is not in Receivership or contemplates same,
and has not filed for bankruptcy.
14. Submission of a proposal in response to this RFP shall affirm that the Proposer shall not
discriminate against any employee or applicant for employment because of race, religion, sex,
sexual preference, color or national origin and that the firm shall make efforts to ensure that
employment is offered to applicants without regard to their race, religion, sexual preference,
color and national origin.
15. Proposer, its employees, subcontractors, and agents shall comply with all applicable federal and
state laws, the charter and ordinances of the City of Georgetown, Texas, and all applicable rules
and regulations promulgated by all local, state, and national boards, bureaus, and agencies.
Successful Proposer shall further obtain and maintain all permits and licenses required, if any,
for the performance of any services required hereunder.
B. Award of Contract
1. The award of the contract shall be made to the responsible Proposer, whose proposal is
determined to be the best evaluated offer from negotiation, taking into consideration the
relative importance of price and other evaluation factors set forth in Section 6.0. All proposals
must be valid for a minimum of 60 days from the proposal due date.
2. All proposals submitted in accordance with the requirements of this RFP shall be considered
offers to contract on the terms contained in the proposals and in this RFP and at the price
Page 23 of 45
City of Georgetown
Retail Consultant
9
offered by the successful Proposer. When the City awards a contract to the successful Proposer,
it will constitute an acceptance of that offer and a contract between the City and the successful
Proposer embodying the terms of this RFP and the proposal will become effective on the date of
such award.
C. Reservations
1. The City expressly reserves the right to:
i. Waive any defect, irregularity or informality in any proposal;
ii. Reject or cancel any or all proposals, or part(s) of any proposal;
iii. Accept proposals from one or more Proposers; and/or;
iv. Procure services by other means.
2. In considering the proposal(s), the City reserves the right to select the acceptable Proposer(s)
who will offer contractual terms and conditions most favorable to the City.
3. Requirements stated in the RFP shall become part of any contract with the Proposer(s) resulting
from this RFP, and any deviations from these requirements must be specifically defined by the
Proposer in the resulting proposal, request for clarification and/or counter proposal which, if
accepted, shall also become part of any contract resulting from this RFP. The City, however,
reserves the right to modify the specifications of this RFP contract for segments of this RFP,
and/or negotiate the price and any other terms with prospective Proposers, as needed.
D. Other Conditions
1. Venue:
Any contract awarded based on this RFP shall be governed by and construed in accordance with
the laws of the State of Texas, is fully performable in Georgetown, Texas, and venue for any
action related to this contract will be Georgetown, Texas.
2. Warranties and Service:
The implied warranties of merchantability and fitness for a particular purpose shall not be
waived under this RFP or any contract awarded from this RFP except as expressly authorized in
writing by the City granting the waiver.
3. Assignment:
The work to be provided under this RFP, or any part of the work to be provided under this RFP,
shall not be assignable by the Proposer without the express written permission of the City.
E. Insurance and Licensing
Proposer must be properly licensed and insured to provide all services contemplated in this RFP in
the State of Texas. The successful Proposer must maintain insurance coverage appropriate for the
fulfillment of any agreement resulting from this RFP. In the event the successful Proposer, its
employees, agents or subcontractors enter premises occupied by or under the control of the City,
the successful Proposer shall maintain public liability and property damage insurance in reasonable
limits covering all obligations to the City, and shall maintain Workers’ Compensation coverage
(either by insurance or if qualified pursuant to law, through a self-insurance program) covering all
employees performing on premises occupied or under the control of the City. Upon request, the
successful Proposer shall provide a copy(ies) of its insurance to the City.
Page 24 of 45
City of Georgetown
Retail Consultant
10
F. Safety
Successful Proposer shall perform the work in accordance with applicable laws, codes, ordinances,
and regulations of the state of Texas and the United States and in compliance with OSHA and other
laws as they apply to its employees.
G. Authorized Signature
1. Persons who have the legal authority must sign all proposal documents.
H. Successful Proposer’s Understanding and Duty
1. The successful Proposer, its employees, subcontractors, and agents shall comply with all
applicable federal and state laws, the charter and ordinances of the City of Georgetown, Texas,
and all applicable rules and regulations promulgated by all local, state, and national boards,
bureaus and agencies. Successful Proposer shall further obtain and maintain all permits and
licenses required, if any, for the performance of any services required hereunder.
2. Successful Proposer will be responsible for conducting criminal background checks and verifying
employment eligibility on all custodial employees that will have access to City property in
accordance with the state and federal laws.
I. Identification
1. Identification must be worn by employees of the successful Proposer while fulfilling their duties
at the specified City sites. The successful Proposer shall be responsible for instructing its
employees in regard to safe working habits and shall be responsible for compliance with all
Occupational Safety and Health Administration regulations.
8.0 Terms and Conditions
The City expects the successful Proposer to agree to the standard terms and conditions that would be
extended by the City for the purchase of comparable products and services. The City’s standard terms
and conditions are attached for referenced. These terms and conditions or, in the sole discretion of City,
terms and conditions substantially similar, will constitute and govern any agreement resulting from this
RFP. If Proposer takes exception to any terms or conditions, Proposer will submit a list of the exceptions
as part of its proposal. Proposer’s exceptions will be reviewed by City and may result in disqualification
of Proposer’s proposal as non-responsive to this RFP. If Proposer’s exceptions do not result in
disqualification of Proposer’s proposal, then City may consider Proposer’s exceptions when City
evaluates the Proposer’s proposal. Proposer MUST include any required agreements, contracts, terms,
conditions, etc. as a part of proposal – all such document are subject to review and acceptance by the
City. Additional agreements, contracts, terms, conditions, etc. will not be considered unless submitted
as a part of proposal.
Page 25 of 45
City of Georgetown
Retail Consultant
11
9.0 Scope of Work
The general scope of services below is not intended to be complete, as the knowledge and
expertise of the Respondent will determine the actual tasks that must occur in order to achieve the
overall project objectives. The tentative scope of services for this project is as follows:
1. Work with the City’s Economic Development Department, and other city staff as assigned by
the Director of Economic Development in the preparation of a Market Analysis and Retail
Positioning Strategy that may include focus areas within the City in addition to the Analysis
and Strategy for the City as a whole. The focus areas may include:
• North Gateway (Pecan Branch)
• West Gateway (Williams Drive)
• Downtown
• East Georgetown
2. Gather information on existing market conditions and organize in a clear and concise format
for review, such as, the identification of appropriate trade area boundaries and analysis of
trade area demographic and psychographic profiles.
3. Assessment of general “site-specific” factors that impact the City’s current retail districts.
4. Consult on market viability, identification of business mix/niches to pursue and develop a
list of retailers to pursue.
5. Develop an Implementation Plan to enable marketing strategies (City wide and focus areas)
to be effectively integrated in the City’s economic development program.
9.1 Required Information
At a minimum, the following information must be included in proposal response – proposal should list
required information in the following order, marked with the appropriate section numbers:
9.10.1 The full name and address of Proposer, along with parent company information if Proposer is a
subsidiary.
9.10.2 The names of all professional staff assigned to the work with the City’s account, and a brief
resume of each staff member’s background and experience.
9.10.3 Proposer’s experience over the past three years working with economic development entities.
Provide contact information for these entities.
9.10.4 Details of Proposer’s experience working with various retailers.
9.10.6 A statement confirming that proposal shall remain valid for a minimum of 60 days after RFP
closing date.
9.10.11 Completed questionnaire (reference Section 10).
10.0 Required Questionnaire
Proposer must fully respond to the following questions/provide the requested information as a part of
proposal.
10.1 Briefly describe business history, number of employees and years in existence.
Page 26 of 45
City of Georgetown
Retail Consultant
12
10.2 Will a customer service unit be dedicated for the City’s account? If so, where will the customer
service unit be located and how will the unit be staffed?
10.3 Will an individual account manager be dedicated to the City’s account? If so, where will s/he be
located?
10.4 Have any lawsuits or other legal actions relative to performance of consulting agreements been
filed against Proposer within the past three years? If so, detail the nature of such actions, dates
and final outcomes.
10.5 Illustrate how Proposer is situated to be the best provider for the services requested.
10.6 Are there any additional services to enhance efforts of business recruitment by the City but not
specifically requested in this RFP? If so, provide detailed information including why such
services would be advantageous to the City.
10.7 What differentiates Proposer from the other responders, and why Proposer is the best choice
for the City?
10.8 Include any suggestions for a previously successfully retail marketing campaign for an
organization similar in size and scope.
Page 27 of 45
City of Georgetown
Retail Consultant
13
EXHIBIT A
CITY OF GEORGETOWN
Standard Terms and Conditions
By acceptance of a purchase order or agreement, or response to a solicitation, Vendor agrees the following terms and conditions, without
modification, will govern:
I. DEFINITIONS
The following definitions shall be used to identify terms throughout procurement documents:
A. AGREEMENT/CONTRACT – A mutually binding legal document obligating the Vendor to furnish the goods,
equipment or services specified within the solicitation and obligating the City to pay for the goods, equipment, or
services specified. .
B. BID/PROPOSAL /RESPONSE/OFFER/QUOTATION– A complete, properly signed response to a solicitation
that, if accepted, would bind the Respondent to perform the resulting contract.
C. BIDDER/PROPOSER/RESPONDENT/OFFERER – The Respondent identified throughout the solicitation that
they consider themselves qualified to provide the goods, equipment or services specified herein, and are
interested in making an offer to provide the goods, equipment or services to the City.
D. CITY – The City of Georgetown, located in Williamson County, Texas.
E. GOODS –Materials, supplies, commodities and/or equipment.
F. PIGGYBACK CONTRACT – A contract or agreement that has been competitively bid in accordance with State
of Texas statutes, rules, policies and procedures and has been extended for the use of state and local agencies
and active State of Texas CO-OP entities.
G. PURCHASE ORDER – An order placed by the City for the purchase of goods or services issued on the City’s
standard purchase order form and which, when accepted by the Vendor, becomes a contract. The purchase
order is the Vendor’s authority to deliver and invoice the City for goods or services specified, and the City’s
commitment to accept the goods or services for an agreed upon price.
H. SERVICES – Work performed to meet the requirements and demand of the purchase order. The furnishing of
labor, time, or effort by the Vendor and their ability to comply with promised delivery dates, specification and
technical assistance specified.
I. SOLICITATION/INVITATION TO BID/REQUEST FOR PROPOSALS/REQUEST FOR QUOTES – The
solicitation document issued by the City containing terms, conditions and specifications for the service or
commodity to be procured.
J. SUBCONTRACTOR – Any person or business enterprise providing goods, labor, and/or services to a Vendor if
such goods, equipment, labor, and/or services are procured or used in fulfillment of the Vendor’s obligations
arising from a contract with the City.
K. VENDOR/CONTRACTOR – Person or business enterprise providing goods, equipment, labor and/or services
to the City as fulfillment of obligations arising from an agreement or purchase order.
II. SOLICITATIONS
A. CONFLICT OF INTEREST:
Effective January 1, 2006, Chapter 176 of the Texas Local Government Code (HB 914) requires an entity
contracting or seeking to contract for the sale or purchase of property, goods, or services with a local
governmental entity to disclose any affiliation or business relationship which might create a conflict of interest
with a local government entity. The Conflict of Interest Questionnaire is available from the Texas Ethics
Commission at www.ethics.state.tx.us, and completed forms must be submitted to the appropriate records
administrator of the City not later than the seventh business day after the date the entity begins contract
discussions or negotiations with the local governmental entity, or submits to the local governmental entity an
application, response to a Request for Proposals or Bids, correspondence, or another writing related to a
potential Agreement with the local governmental entity. If responding to a Solicitation, the Conflict of Interest
Form may be submitted with the Response. The completed forms may be mailed or hand delivered to the City
Secretary at the following address: The City of Georgetown, Office of the City Secretary, City Hall, 113 East 8th
Street, Georgetown, TX 78626. This legislation is subject to change and each entity should consult its own
attorney regarding the current law. Any attempt to intentionally or unintentionally conceal a conflict of interest
may result in disqualification of any response to a solicitation. The validity of the Contract is not affected solely
because of failure to comply with the conflict of interest disclosure requirements.
B. COMMUNICATIONS WITH THE CITY:
To insure the proper and fair evaluation of a Solicitation, the City prohibits ex parte communication (e.g.,
unsolicited) initiated by the Offeror to the City Official or Employee evaluating or considering the Responses
prior to the time an award has been made. Communication between Offeror and the City will be initiated by the
appropriate City Official or Employee in order to obtain information or clarification needed to develop a proper
and accurate evaluation of the Solicitation. Ex parte communication may be grounds for disqualifying the
offending Offeror from consideration or award of the Solicitation then in evaluation, or any future Solicitation.
Page 28 of 45
City of Georgetown
Retail Consultant
14
Unless otherwise specified, all requests for clarification or questions regarding a Solicitation must be directed to
the City of Georgetown Purchasing Department, Attn.: Purchasing Manager, PO Box 409, 300-1 Industrial
Avenue, Georgetown, TX 78627, 512-930-3647, FAX: 512-930-9027, purchasing@georgetown.org.
C. DISCLOSURE OF PENDING LITIGATION:
Each Respondent shall include in its proposal a complete disclosure of any material civil or criminal litigation or
pending investigation which involves the Respondent or in which the Respondent has been judged guilty.
D. CONFIDENTIALITY OF RESPONSES, PUBLIC INFORMATION ACT:
All Responses are subject to release as public information unless the Response or specific parts of the
Response can be shown to be exempt from the Texas Public Information Act. Respondents are advised to
consult with their legal counsel regarding disclosure issues and take the appropriate precautions to safeguard
trade secrets or any other proprietary information. The City assumes no obligation or responsibility for asserting
legal arguments on behalf of potential Respondents.
If a Respondent believes that a Response or parts of a Response are confidential, then the Respondent shall
so specify. The Respondent shall stamp in bold red letters the term "CONFIDENTIAL" on that part of the
Response, which the Respondent believes to be confidential. Vague and general claims as to confidentiality
shall not be accepted. All Responses and parts of Responses that are not marked as confidential will be
automatically considered public information. Notwithstanding, responses to Requests for Proposals shall be
opened in a manner that avoids disclosure of the contents to competing offeror and keeps the proposals secret
during negotiations as provided for in Section 252.049 of the Local Government Code.
E. CLARIFICATIONS, WAIVER OF MINOR TECHNICALITIES OR DISCREPANCIES:
The City reserves the right to request clarification or additional information specific to any response after all Responses
have been received and the Solicitation due date has passed. Additionally, the City reserves the right to accept or reject
all or part of any Response, waive any formalities or technical inconsistencies, delete any requirement or specification
from the Solicitation, or terminate the Solicitation when deemed to be in City’s best interest.
F. COST OF PREPARATION OF RESPONSE:
All costs directly or indirectly related to preparation of a Response to this Solicitation or any oral presentation
required to supplement and/or clarify a Response which may be required by the City shall be the sole
responsibility of the Respondent.
G. RESPONSES BECOME PROPERTY OF THE CITY:
Submissions received in response to a Solicitation become the sole property of the City.
H. WITHDRAWAL OF A RESPONSE:
A Response may be withdrawn prior to the submission deadline by submitting a written request for its
withdrawal to the Purchasing Manager. A new Response may be submitted and must be received prior to the
submission deadline to be considered. Modifications offered in any manner will not be considered if submitted
after the submission deadline.
I. DETERMINATION OF AWARD, RESULTING AGREEMENT:
In determining award, the City reserves the right to select the acceptable Respondent who will offer contractual
terms and conditions most favorable to the City. All requirements stated in the Solicitation shall become a part
of any Contract, Agreement or Purchase Order awarded as a result of the Solicitation, and any deviations from
these requirements must be specifically stated and defined by the Respondent in their Response. Requests for
clarification and the responses(s) shall also become a part of any Contract, Agreement or Purchase Order
resulting from the Solicitation.
J. AFFIRMATIONS AND CERTIFICATIONS:
By signature on and submission of a Response, Respondent certifies they have not conspired with any other
potential supplier in any manner to attempt to control competitive pricing. By signature on and submission of a
Response, Respondent certifies they are duly qualified, capable and a bondable business entity not in
receivership or contemplating same, and has not filed for bankruptcy. By signature on and submission of a
Response, Respondent affirms that they will not discriminate against any employee or applicant as prohibited
by law.
K. REQUIREMENTS FOR SUBMISSION OF RESPONSE:
1. All Responses must be submitted on the form provided by the City, and accompanied by all required
attachments. Each Response shall be placed in a separate envelope and properly identified with
Solicitation Number and Opening Date. Responses must be time-stamped at the Purchasing Department,
300-1 Industrial Avenue, PO Box 409, Georgetown, TX 78626, on or before due date and time shown on
the Solicitation form. Late Responses will not be considered.
2. If applicable, Respondent will show exact cost to deliver. Responses must specify unit price on the quantity
specified, extend and show total. Unit prices shall govern, including in case of errors. Pricing will be
considered firm for acceptance for a minimum of 60 days after the due date unless otherwise specified in
the Solicitation. The validity period may be extended beyond that date on agreement of parties. Cash
discounts will not be considered in determining award; all cash discounts offered will be taken if earned.
Respondent will list and deduct all discounts not based on early payment from prices quoted.
3. The City is exempt from all federal excise, state and local taxes unless otherwise stated. The City claims
exemption from under Texas Tax Code §151.309, as amended. Texas Limited Sales Tax Exemption
Certificates will be furnished upon request. Do not include taxes in Response to any Solicitation.
4. Unless stated otherwise, any catalog, brand name or manufacturer's reference used in the Solicitation is
descriptive (not restrictive), and is used to indicate type and quality desired. Responses on brands of like
Page 29 of 45
City of Georgetown
Retail Consultant
15
nature and quality will be considered. If quoting on other than referenced specifications, the Response
MUST show manufacturer brand or trade name and description of product offered. Illustrations and
complete descriptions of product offered should be made part of the Response. If Respondent does not
identify exceptions to the specifications shown in this Invitation, Respondent will be required to furnish
brand names, numbers, etc., as shown in the Solicitation.
5. Response must show the number of days required to deliver items or provide services to the City’s
designated location under normal conditions. Unrealistically short or long delivery promises may cause
Response to be disregarded. Failure to state delivery time obligates Respondent to complete delivery in 14
calendar days.
III. PURCHASE ORDERS
A. GENERAL TERMS AND CONDITIONS
1. ACCEPTANCE:
A Purchase Order is the City’s commitment to make procurement and is subject to Vendor’s acceptance of the City’s
terms and conditions
2. ABSENCES OF PURCHASE ORDER OR AGREEMENT:
The City is not responsible for delivery of any materials or services without a proper Purchase Order
3. VENDOR’S OBLIGATIONS:
The Vendor shall fully and timely provide all deliverables described in the Solicitation and in the Vendor’s Offer in
strict accordance with the terms, covenants, and conditions of the Agreement and all applicable Federal, State, and
local laws, rules, and regulations.
4. EFFECTIVE DATE/TERM:
Unless otherwise specified in the Solicitation, this Agreement shall be effective as of the date the City issues and
signs the Purchase Order, and shall continue in effect until all obligations are performed in accordance with the
Agreement.
5. SUBCONTRACTORS:
If the Vendor utilizes Subcontractors in providing the goods and/or services under this Purchase Order, the Vendor
shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Vendor is
responsible for the Vendor’s own acts and omissions. The Vendor shall:
a. Require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the
provisions, specifications and terms of the Agreement;
b. Prohibit the Subcontractor from further subcontracting any portion of the Agreement without the prior
written consent of the City and the Vendor. The City may require, as a condition to such further
subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the
City;
c. Require Subcontractors to submit all invoices and applications for payments, including any claims for
additional payments, damages or otherwise, to the Vendor in sufficient time to enable the Vendor to include
same with its invoice or application for payment to the City in accordance with the terms of the Agreement;
d. Require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the
type and amounts specified for the Vendor, with the City being a named insured as its interest shall appear;
e. Require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is
required to indemnify the City; and
f. Shall pay each Subcontractor its appropriate share of payments made to the Vendor not later than ten (10)
calendar days after receipt of payment from the City.
6. DELAYS:
The City may delay scheduled delivery or other due dates by written notice to the Vendor if the City deems it is in its
best interest. If such delay causes an increase in the cost of the work under the Agreement, the City and the Vendor
shall negotiate an equitable adjustment for costs incurred by the Vendor in the Agreement price and execute an
amendment to the Agreement. The Vendor must assert its right to an adjustment within ten (10) calendar days
from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the
Dispute Resolution Process specified in Section Z. However, nothing in this provision shall excuse the Vendor from
delaying the delivery as notified.
7. FORCE MAJEURE:
Neither party shall be liable for any default or delay in the performance of its obligations under this Agreement if,
while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions,
sabotage, sovereign conduct, or any other cause beyond reasonable control. In the event of default or delay in
performance due to any of the foregoing causes, then the time for completion of the services will be extended;
provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually
agreeable period of time reasonably necessary to overcome the effect of such failure to perform.
Page 30 of 45
City of Georgetown
Retail Consultant
16
8. INSURANCE REQUIREMENTS:
Unless specific insurance requirements are noted, Vendor shall maintain insurance coverage appropriate for the
fulfillment of the Purchase Order. In the event the Vendor, its employees, agents or subcontractors enter premises
occupied by or under the control of the City, the Vendor agrees to maintain public liability and property damage
insurance in reasonable limits covering the obligations set forth in this Purchase Order, and will maintain Workers’
Compensation coverage (either by insurance or if qualified pursuant to law, through a self-insurance program)
covering all employees performing on premises occupied by or under control of the City. Upon request, Vendor
shall provide a copy of its insurance policies to the City.
9. EXCEPTIONS TO SPECIFICATIONS:
Any deviation from the specifications must be clearly indicated in the Response to the Solicitation or promptly
documented in writing at or before the time of the award. Any deviations or exceptions are subject to review by
the City and may be grounds for rejection.
10. TRAVEL EXPENSES:
All travel, lodging and/or per diem expenses associated with providing the materials, equipment or services
specified must be included in the original Quotation and/or the resulting Purchase Order or Agreement. All travel
expenses are subject to review by the City and documentation of actual itemized expenses may be requested. No
reimbursement will be made without prior authorization, or for expenses not actually incurred. Airline fares in
excess of coach or economy will not be reimbursed.
11. HUB REQUIREMENTS:
The City complies with the requirements of the State of Texas Local Government Code, Chapter 252, Section
252.0215.
12. SPECIAL TOOLS AND EQUIPMENT:
If the price stated in the Offer includes the cost of any special tooling or special test equipment fabricated or
required by the Vendor to fulfill the Agreement, such special tooling and/or equipment and all process sheets
associated thereto shall become the property of the City and shall be identified by the Vendor as such.
B. SERVICES
1. PLACE AND CONDITIONS OF WORK, ACCESS TO SITE:
If Services are to be performed principally on the City’s premises or in public rights of way, the City shall provide the
Vendor access to the sites where the Vendor is to perform the Services as required in order for the Vendor to
perform in a timely and efficient manner, in accordance with and subject to applicable security laws, rules and
regulations. The Vendor acknowledges that it has satisfied itself as to the nature of the City’s service requirements
and specifications, the location and essential characteristics of the work sites, the quality and quantity of the
materials, equipment, labor and facilities necessary to perform the Services and any other conditions or states of
fact which could, in any way, affect performance of the Vendor’s obligations under the Agreement. The Vendor
shall promptly notify the City if the actual site or service conditions differ from the expected conditions and failing
to do so, hereby releases and holds the City harmless from and against any liability or claim for damages of any kind
or nature.
2. VENDOR TO PROVIDE ALL MATERIAL, EQUIPMENT, LABOR:
Vendor shall provide all goods and labor necessary to perform Services. All material must be new and all equipment
utilized must be in good safe working condition and suitable for Services. Vendor shall employ all personnel for
Services in accordance with the requirements of applicable local, state, and federal law.
3. WORKFORCE:
If Services are to be performed principally on the City’s premises or on public right-of-ways:
a. Vendor shall employee only orderly and competent workers, skilled in the performance of the Services which
they will perform under the Agreement.
b. Vendor, its employees, subcontractors and subcontractor’s employees while engaged in participating in a
Solicitation or while in the course and scope of delivering goods and services under City Purchase Order or
Agreement may not:
i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as
required by the terms of the Agreement; or
ii. use or posses alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may
such workers be intoxicated or under the influence of alcohol or drugs while on the job.
c. If the City or the City’s representative notifies the Vendor that any work is incompetent, disorderly or
disobedient, has knowingly or repeatedly violated safety regulations, has possessed firearms, or has
possessed or was under the influence of alcohol or drugs on the job, the Vendor shall immediately remove
such worker from Agreement Services and may not employ such worker again on Agreement Services without
the City’s prior consent.
4. COMPLIANCE WITH ALL SAFETY AND ENVIRONMENTAL REQUIREMENTS:
If Services are to be performed principally on the City’s premises or on public rights of way, the Vendor, its
subcontractors and their respective employees, shall comply fully with all applicable federal, state and local health,
safety and environmental laws, ordinances, rules and regulations in the performance of the Services, including but
not limited to those promulgated with the City and the Occupational Safety and Health Administration (OSHA). In
the case of conflict, the most stringent safety requirement shall govern. The Vendor shall defend, indemnify and
hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liabilities
of any kind or nature arising from the breach of the Vendor’s obligations under this paragraph.
Page 31 of 45
City of Georgetown
Retail Consultant
17
5. STOP WORK NOTICE:
The City may issue an immediate Stop Work Notice in the event the Vendor is observed performing in a manner
that is in violation of Federal, State or local guidelines, or in a manner that is determined by the City to be unsafe to
either life or property. Upon notification, the Vendor shall cease all work until notified by the City that the violation
or unsafe condition has been corrected. The Vendor shall be liable for all costs incurred by the City as a result of the
issuance of such Stop Work Notice.
6. WARRANTY OF SERVICES:
Vendor warrants and represents that all Services to be provided to the City under the Agreement will be fully and
timely performed in good and workmanlike manner in accordance with generally accepted industry standards and
practices, the terms, conditions and covenants of the Agreement and all applicable Federal, State and local laws,
rules or regulations. This warranty may not be limited, excluded or disclaimed and any attempt to do so will be
without force or effect. Unless otherwise specified, the warranty period shall be a minimum of one year from
acceptance by the City of Services. In the event any applicable warranty is breached, the Vendor shall promptly
upon receipt of demand of performance, perform the Services again in accordance with the above standard at no
additional costs to the City. All costs incidental to such additional performance shall be borne solely by the Vendor.
The City shall endeavor to give the Vendor written notice of the breach of warranty within thirty (30) calendar days
of discovery of the breach of warranty, but failure to give timely notice shall not impair the City’s rights under this
section.
In the event the Vendor is unable or unwilling to perform the Services in accordance with the above standards as
required by the City, then in addition to any other available remedy, the City may reduce the amount of Services
originally required to purchase from the Vendor under the Agreement and procure conforming Services from other
sources. In such event, the Vendor shall pay the City upon demand the increased cost, if any, incurred by the city to
procure such services from an alternative source.
C. COMMODITIES/EQUIPMENT
1. MATERIAL SAFETY DATA SHEETS:
Under the “Hazardous Communication Act,” commonly known as the “Texas Right to Know Act,” a Vendor must
provide to the City WITH EACH DELIVERY Material Safety Data Sheets, which are applicable to hazardous substances
as defined in the Act.
2. GOODS:
Goods furnished shall be the latest improved model in current production, as offered to commercial trade, and shall
be of quality workmanship and material. The Vendor represents that all goods and equipment offered shall be new.
Unless otherwise specified, used, shopworn, demonstrator, prototype or discontinued models are not acceptable.
3. PACKAGING OF DELIVERABLES:
Vendor must package deliverables in accordance with good commercial practice and shall include a packing list
showing the description of each item, the quantity and the unit price. Unless otherwise provided in writing by the
City, each shipping container shall be clearly and permanently marked with the Vendor’s name and address, and the
City’s name, address and Purchase Order number. Vendor shall bear all costs of packaging. Deliverables must be
suitably packed to secure lowest transportation cost, conform with requirements of common carriers and ensure
safe delivery. The City’s count or weight shall be final and conclusive on shipments not accompanied by packing
lists.
4. WARRANTY:
The goods or equipment specified shall be warranted against defects in material or workmanship for a period of not
less than twelve (12) months from date of acceptance by the City. If the manufacturer’s warranty exceeds twelve
(12) months, then the manufacturer’s warranty shall be in effect. Vendor shall furnish a copy of the manufacturer’s
warranty at the time of delivery.
5. NO LIMITATION OF MANUFACTURERS’ WARRANTIES:
Vendor may no limit, exclude or disclaim any warranty provided by manufacturer.
D. DELIVERY
1. DELIVERY TERMS, TRANSPORTATION CHARGES, FOB:
Deliverables shall be shipped FOB point of delivery unless otherwise specified on the Purchase Order or in the
Solicitation. The Vendor’s price shall be deemed to include all delivery and transportation charges. The City shall
have the right to designate what method of transportation shall be used to ship deliverables. The place of delivery
shall be specified in the Purchase Order.
2. NO SUBSTITUTIONS OR CANCELLATIONS:
Unless specifically permitted in writing by the City, no substitutions or cancellations shall be acceptable.
3. NOTICE OF DELAY IN DELIVERY:
If a delay in delivery is anticipated, Vendor shall give written notice to the City. The City has the right to extend the
delivery time/service date, or to cancel the Purchase Order or Agreement. Vendor shall keep the City advised at all
times of the status of the order. Default in promised delivery, service or failure to meet specifications authorizes
the City to procure the goods or services from an alternate source and charge the full increase, if any, in cost and
handling to defaulting Vendor. Default on delivery may result in legal action and recourse.
4. DELIVERY LOCATION, HOURS, DAYS, HOLIDAYS:
Unless otherwise specified, all deliveries must be made to City of Georgetown, Central Receiving, 300-1 Industrial
Avenue, Georgetown, TX, between the hours of 8AM and 4PM (CST), Monday through Friday except regularly
Page 32 of 45
City of Georgetown
Retail Consultant
18
observed state and federal holidays (see http://georgetown.org/contact-us/holiday-schedule/ for schedule).
Receipt of goods or materials does not signify acceptance.
5. NO SHIPMENT UNDER RESERVATION:
Vendor is not authorized to ship deliverables under reservation and no tender of bill of lading will operate as a
tender of deliverables.
6. TITLE/RISK OF LOSS:
Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the
deliverables (no delivery, no sale).
7. RIGHT OF INSPECTION AND REJECTION:
The City expressly reserves all rights under law, including but not limited to, the Uniform Commercial Code, to
inspect the deliverables at delivery or at a reasonable time subsequent to delivery, and to reject defective or non-
conforming deliverables. If the City has the right to inspect the Vendor’s or the Vendor’s subcontractors facilities,
or the deliverables at the Vendor’s or the Vendor’s subcontractors premises, the Vendor shall furnish or shall cause
to be furnished without additional charge all reasonable facilities and assistance to the City to facilitate such
inspection.
8. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING GOODS:
If, instead of requiring immediate correction or removal and replacement of defective or non-conforming
deliverables, the City prefers to accept such deliverables, the City may do so. The Vendor shall pay all claims, losses
and damages attributable to the City’s evaluation of and determination to accept such defective or non-conforming
deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are
necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If
discovery that the deliverables are defective or non-conforming occurs after final payment, Vendor may be required
to refund such amounts to the City.
E. PAYMENT
1. TAX EXEMPT STATUS:
The City is exempt from all federal excise, state and local taxes unless otherwise stated in this document. The City
claims exemption from all sales and/or use taxes under Texas Tax Code §151.309, as amended. Texas Limited Sales
Tax Exemption Certificates are furnished upon request. Vendor will not charge for such taxes. If billed, the City will
not remit payment until a corrected invoice is received.
2. INVOICING REQUIREMENTS:
Unless otherwise specified, all invoices shall be submitted to City of Georgetown, Accounts Payable, PO Box 409,
Georgetown, TX 78627, and issued as required by the Purchase Order or Agreement. Each invoice must reference
the unique Purchase Order number, and include the Vendor’s complete name and remit to address. If applicable,
transportation and delivery charges must be itemized on the each invoice. A copy of the bill of lading and the
freight waybill must be submitted with the invoice if applicable. Invoices for labor must include a copy of all time
sheets with labor rate and Purchase Order or Agreement number clearly identified. Invoices for labor shall also
include a tabulation of hours worked at the appropriate rates and grouped by work order number, if applicable.
Time billed for labor shall be limited to hours actually worked at the work site.
3. PAYMENT TERMS:
All payments will be processed in accordance with Texas Prompt Payment Act, Texas Government Code, Subtitle F,
Chapter 2251. The City will pay Vendor within thirty days after acceptance of goods, supplies, materials, equipment
or the day of performance of services was completed, or the day of receipt of a correct invoice for goods, supplies,
materials, equipment or services, whichever is later. The Vendor may charge a late fee (fee shall not be greater
than that permitted under the Texas Prompt Payment Act) for payments not made in accordance with this prompt
payment policy; however, the policy does not apply to payments made by the City in the event: (a) there is a bona
fide dispute between the City and Vendor concerning the goods, supplies, materials, equipment delivered, or the
services performed, that causes the payment to be late; (b) the terms of a federal agreement, grant, regulation or
statute prevents the City from making a timely payment with Federal funds; (c) there is a bona fide dispute between
the Vendor and a subcontractor and its suppliers concerning goods, supplies, material or equipment delivered, or
the services performed, which caused the payment to be late; or (d) the invoice is not mailed to the City in strict
accordance with instructions on the Purchase Order or Agreement, or other such contractual agreement.
4. RIGHT TO AUDIT:
The Vendor agrees that the representatives of the City shall have access to, and the rights to audit, examine, or
reproduce, any and all records of the Vendor related to the performance under this Agreement. The Vendor shall
retain all such records for a period of four (4) years after final payment on this Agreement or until all audit and
litigation matters that the City has brought to the attention of the Vendor are resolved, whichever is longer. The
Vendor agrees to refund to the City any overpayments disclosed by any such audit.
5. FIRM PRICING:
The price shall remain firm for the duration of the Purchase Order or Contract, or extension periods. No separate
line item charges shall be permitted for either bidding or invoice purposes, which shall include equipment rental,
demurrage, fuel surcharges, delivery charges, and cost associated with obtaining permits or any other extraneous
charges. Vendor further certifies that the prices in the Offer have been arrived at independently without
consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to
such fees with any other firm or with any competitor.
Page 33 of 45
City of Georgetown
Retail Consultant
19
6. PRICE WARRANTY:
The Vendor warrants the prices quoted are not materially higher than the Vendors current prices on orders by
others for like deliverables under similar terms of purchase. In addition to any other remedy available, the City may
deduct from any amounts owed to the Vendor, or otherwise recover, any amounts paid for items materially in
excess of the Vendor’s current prices on orders by others for like deliverables under similar terms of purchase.
7. VENDOR OWING TAXES OR FEES TO THE CITY:
Payment will not be made to any person, firm or in arrears in taxes or fees to the City.
IV. TERMS, CONDITIONS AND ADDITIONAL REQUIREMENTS
A. VENDOR’S OBLIGATION:
Vendor shall fully and timely provide all deliverables described in Solicitation, Vendor’s Offer in strict accordance with the
terms, covenants and conditions of the Agreement and all applicable federal, state and local laws, rules and regulations.
B. DEFAULT:
Vendor shall be in default under the Agreement if the Vendor (a) fails to fully, timely and faithfully perform any of its
material obligations under the Agreement, (b) becomes insolvent or seeks relief under the bankruptcy laws of the United
States or (c) makes a material misrepresentation in Vendor’s Offer, or in any report or deliverable required to be
submitted by Vendor to the City.
C. ABANDONMENT OR DEFAULT:
A Vendor who abandons or defaults the work on the Agreement and causes the City to purchase the services elsewhere
may be charged the difference in service if any and may not be considered in the re-advertisement of the service and may
be rejected as an irresponsible bidder and not considered in future Solicitations for the same type of service unless the
scope of work is significantly modified.
D. TERMINATION/CANCELLATION:
1. TERMINATION FOR CAUSE:
In the event of default by the Vendor, the City shall have the right to terminate the Agreement for cause, by written
notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Vendor,
within such ten (10) day period cures such default, or provides evidence sufficient to prove to the City’s satisfaction
that such default does not, in fact, exist. In addition to any other remedies available under law or in equity, the City
shall be entitled to recover all actual damages, costs, losses and expenses incurred by the City as a result of the
Vendor’s default, including without limitation, cost of cover, reasonable attorneys’ fees, court costs and
prejudgment and post-judgment interest at the maximum lawful rate. Additionally, in the event of default by the
Vendor, the City may remove the Vendor from the City’s Vendor List and any Offer submitted by the Vendor may be
disqualified for up to three (3) years. All rights and remedies under the Agreement are cumulative and not exclusive
of any other right or remedy provided by law.
2. TERMINATION WITHOUT CAUSE:
The City shall have the right to terminate the Agreement, in whole or in part, without cause any time upon thirty
(30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Vendor shall promptly cease
all further work pursuant to the Agreement, with such exceptions, if any, specified in the notice of termination. The
City shall pay the Vendor, to the extent of funds appropriated or otherwise legally available for such purposes, for
all goods delivered and services performed and obligations incurred prior to the date of termination in accordance
with the terms hereof.
3. NON-APPROPRIATION:
The resulting Agreement is a commitment of the City’s current revenues only. It is understood and agreed that the
City shall have the right to terminate the Agreement at the end of any City fiscal year (September 30th) if the
governing body of the City does not appropriate funds sufficient to purchase the estimated yearly quantities, as
determined by the City’s budget for the fiscal year in question. The City may effect such termination by giving the
Vendor a written notice of termination at the end of its then current fiscal year.
4. CANCELLATION:
The City reserves the right to cancel the Agreement for default all or any part of the delivered portion of the
deliverables if the Vendor breaches any term hereof including warranties, or becomes insolvent or commits acts of
bankruptcy. Such right of cancellation is in addition to and not in lieu of any remedies which the City may have in
law or in equity.
E. FRAUD:
Fraudulent statements by the Vendor on any Offer or in any report or deliverable required to be submitted by the Vendor
to the city shall be grounds for termination of the Agreement for cause by the City and may result in legal action.
F. INDEMNITY:
VENDOR SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES
FROM AND AGAINST ANY AND ALL SUITS, ACTIONS, LEGAL PROCEEDINGS, CAUSES OF ACTION, CLAIMS, DEMANDS,
DAMAGES, JUDGMENTS, LOSSES, LIENS, COSTS, EXPENSES, ATTORNEYS’ FEES AND ANY AND ALL OTHER COSTS, FEES
AND/OR CLAIMS OF ANY KIND OR DESCRIPTION ARISING OUT OF, IN CONNECTION WITH OR RESULTING FROM THE
AGREEMENT OR THE GOODS OR SERVICES PROVIDED UNDER THE AGREEMENT.
IF THE VENDOR AND THE CITY ARE CONCURRENTLY NEGLIGENT, EACH PARTY’S LIABILITY SHALL BE LIMITED TO THAT
PORTION OF NEGLIGENCE ATTRIBUTABLE TO IT AS DETERMINED UNDER THE APPLICABLE PROPORTIONATE
RESPONSIBILITY RULES OF THE STATE OF TEXAS.
G. LIABILITY:
Page 34 of 45
City of Georgetown
Retail Consultant
20
Any person, firm or corporation performing services pursuant to this Agreement or Purchase Order shall be liable for all
damages incurred while in the performance of such services. Vendor assumes full responsibility for the work to be
performed hereunder and hereby releases, relinquishes, and discharges the City, its officers, agents and employees from
all claims, demands and causes of action of any nature including the cost of defense thereof, for any injury to, including
death of, any person whether that person be a third party, supplier or an employee of either of the parties hereto, and
any loss of or damage to property, whether the same be that of either of the parties, caused by or alleged to have been
caused by, arising out of or in connection with the issuance of the Agreement or Purchase Order to the Vendor and the
negligence of the Vendor, whether or not said claims, demands and causes of action in whole or in part are covered by
insurance. Certificates of insurance may be required for, but not limited to, Commercial General Liability, Business Auto
Liability, Workers Compensation and Professional Liability Insurance.
H. INFRINGEMENT:
Vendor represents and warrants to the City that: (a) Vendor shall provide the City good and indefeasible title to the
deliverables and (b) the deliverables supplied by the Vendor in accordance with the specifications of the Agreement shall
not infringe, directly or contributory, any patent, trademark, copyright, trade secret or any other intellectual property
right of any kind of any third party; that no claims have been made by an person or entity with respect to the ownership
or operation of the deliverables and the Vendor does not know of any basis for any such claims. Vendor shall, at its sole
expense, defend, indemnify and hold the City harmless from and against all liability, damages and costs (including court
costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (a) any claim that the
City’s exercise anywhere in the world of the rights associated with the City’s ownership, and if applicable, license rights,
and its use of the deliverable infringes the intellectual property rights of any third party; or (b) Vendor’s breach of any of
the Vendor’s representations or warranties stated in this Agreement. In the event of any such claim, the City shall have
the right to monitor such claim or, at its option, engage its own separate counsel to act as co-counsel on the City’s behalf.
Further, Vendor agrees that the City’s specifications regarding the deliverables shall in no way diminish Vendor’s
warranties or obligations under the Section, and the City makes no warranty that the products, development or delivery
of such deliverables will not impact such warranties of Vendor.
I. DAMAGE TO CITY PROPERTY:
Vendor shall be responsible for any and all damage to the City’s equipment and/or property, the workplace and its
contents, by its work, negligence in work, its personnel and equipment. Vendor shall be responsible and liable for the
safety, injury and health of its working personnel while its employees are performing service work.
J. OVERCHARGES:
Vendor hereby assigns to the City any and all claims for overcharges associated with this Agreement which arise under
the antitrust laws of the United States, 15 USCA Section 1 et seq., and/or which arise under the antitrust laws of the State
of Texas, Business and Commerce Code Ann., Section 15.01, et seq.
K. CONFIDENTIALITY:
In order to provide the deliverables to the City, Vendor may require access to certain of the City’s and/or its licensors’
confidential information (including, but not limited to, inventions, employee information, trade secrets, confidential
know-how, confidential business information and other information which the City or its licensors consider
confidential)(collectively, “Confidential Information”). Vendor acknowledges and agrees that the Confidential
Information is the valuable property of the City and/or its licensors, and any unauthorized use, disclosure, dissemination
or other release of the Confidential Information will substantially injure the City and/or its licensors. The Vendor
(including its employees, subcontractors, agents or representatives) agrees that it will maintain the Confidential
Information in strict confident and shall not disclose, disseminate, copy, divulge, recreate or otherwise use the
Confidential Information without the prior written consent of the City, or in a manner not expressly permitted under this
Agreement, unless the Confidential Information is required to be disclosed by law or as a result of an order of any court
or other governmental authority with proper jurisdiction, provided the Vendor promptly notifies the City prior to
disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Vendor
agrees to use protective measures no less stringent than the Vendor uses within its own business to protect its own most
valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure
the continued confidentiality of the Confidential Information.
L. CODES, PERMITS, LICENSES:
Vendor shall comply with all federal, state and local standards, codes and ordinances and the terms and conditions of the
services of the electric utility, as well as other authorities that have jurisdiction pertaining to equipment and materials
used and their application. None of the terms or provisions of the specification shall be construed as waiving any rules,
regulations or requirements of these authorities. Vendor shall be responsible for obtaining all necessary permits,
certificates and/or licenses to fulfill contractual obligations to the City.
M. ADVERTISING/PUBLICITY:
Vendor shall not advertise or otherwise publicize, without the City’s prior written consent, the fact that the City has
entered into the Agreement, except to the extent required by applicable law.
N. INDEPENDENT CONTRACTOR:
The Agreement shall not be construed as creating an employer/employee relationship, a partnership or joint venture.
The Vendor’s services shall be those of an independent contractor. The Vendor agrees and understands that the
Agreement does not grant any rights or privileges established for employees of the City. Vendor shall not be within
protection or coverage of the City’s Worker Compensation insurance, Health Insurance, Liability Insurance or any other
insurance that the City, from time to time, may have in force.
O. LIENS:
Page 35 of 45
City of Georgetown
Retail Consultant
21
Vendor shall defend, indemnify and hold the City harmless from and against any and all liens and encumbrances for all
labor, goods and services provided under this Agreement. At the City’s request, the Vendor or its subcontractors shall
provide a proper release of all liens or satisfactory evidence of freedom from liens shall be delivered to the City.
P. ASSIGNMENT/DELEGATION:
The Agreement shall be binding upon and endure to the benefit of the City and the Vendor, and their respective
successors and assignees, provided however, that no right or interest in the Agreement shall be assigned and no
obligation shall be delegated by the Vendor without the prior written consent of the City. Any attempted assignment or
delegation by the Vendor shall be void unless made in conformity with this Section. The Agreement is not intended to
confer any rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that
there be no third party beneficiaries to the Agreement.
Q. INTERPRETATION:
The Agreement is intended by both parties as the final, complete and exclusive statement of the terms of their
agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be
relevant to supplement or explain any term used in the Agreement. Although the Agreement may have been
substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner fair to both
parties, reading no provision more strictly against one party of the other. Whenever a term defined by the Uniform
Commercial Code (the “UCC”), as enacted by the State of Texas, is used in the Agreement, the UCC definition shall control
unless otherwise defined in the Agreement.
R. GOVERNING LAW AND VENUE:
This Agreement is made under and shall be governed by the laws of the State of Texas, including when applicable, the
UCC as adopted in Texas, VTCA, Business & Commerce Code, Chapter 1, excluding any rule or principle that would refer to
and apply the substantive law of another state or jurisdiction. This Agreement is fully performable in Georgetown, TX,
and the venue for any action related to this Agreement shall be Georgetown, TX. All issues arising from this Agreement
shall be resolved in the courts of Williamson County, Texas and the parties agree to submit to the exclusive personal
jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or
the ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein and does
not waive the city’s defense of sovereign immunity.
S. INTERLOCAL COOPERATIVE PURCHASING/PIGGYBACK CONTRACTS:
Other governmental entities may be extended the opportunity to purchase from Solicitations of the City, with the
consent and agreement of the awarded Vendor(s) and the City. Such consent and agreement shall be conclusively
inferred from lack of exception to this clause in Vendor’s Response. However, all parties indicate their understanding and
all parties hereby expressly agree that the City is not an agent of, partner to or representative of those outside agencies
or entities and that the City is not obligated or liable for any action or debts that arise out of such independently
negotiated piggyback procurements.
T. SURVIVABILITY OF OBLIGATIONS:
All provisions of the Agreement that impose continuing obligations on the parties, including but not limited to the
warranty, indemnity and confidentiality obligations of the parties, shall survive the expiration or termination of the
Agreement.
U. CLAIMS:
If a claim, demand, suit or other action is asserted against the Vendor which arises under or concerns the Agreement, or
which could have a material adverse effect on the Vendor’s ability to perform thereunder, the Vendor shall give written
notice to the City within ten (10) calendar days after receipt of notice by the Vendor. Such notice to the City shall state
the date of notification of any such claim, demand, suit or other action; the names and address of the claimant(s); the
basis thereof; and the name of each person against whom such claim is asserted. Such notice shall be delivered to the
Purchasing Department as set forth below and to the City Attorney at PO Box 409, Georgetown, TX 78627.
V. NOTICES:
Unless otherwise specified, all notices, requests or other communications required or appropriate to be given under the
Agreement shall be in writing and deemed delivered three (3) business days after postmarked if sent by US Postal Service
Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered
upon receipt by the addressee. Routine communications may be made by first class mail, fax, or other commercially
accepted means. Notices to the Vendor shall be sent to the address specified in the Vendor’s Offer or at such other
address as a party may notify the other in writing. Notices to the City shall be addressed to: City of Georgetown,
Purchasing Department, PO Box 409, Georgetown, TX 78627 and marked to the attention of the Purchasing Manager.
W. GRATUITIES:
The City may, by written notice to the Vendor, cancel the Agreement without liability if it is determined by the City that
gratuities were offered or give by the Vendor or any agent or representative of the Vendor to any officer or employee of
the City with the intent of securing the Agreement or securing favorable treatment with respect to awarding or amending
or the making of any determinations with respect to performing of the Agreement. In the event the Agreement is
cancelled by the City pursuant to this Section, the City shall be entitled, in addition to any other rights and remedies, to
recover the benefits or payments to the Vendor, as a result of the gratuities.
Page 36 of 45
City of Georgetown
Retail Consultant
22
X. PERSONAL INTEREST PROHIBITED:
No officer, employee, independent consultant or elected official of the City who is involved in the development,
evaluation or decision-making process of the performance of the any Solicitation shall have a financial interest, direct or
indirect, in the resulting Agreement. Any willful violation of this Section shall constitute impropriety in office, and any
officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. In the event a
member of the governing body or an appointed board or commission of the City belongs to a cooperative association, the
City may purchase equipment or supplies for the association only if no member of the governing body, board or
commission will receive pecuniary benefit from the purchase, other than as reflected as in increase in dividends
distributed generally to members of the association. Any violation of this provision with the knowledge, expressed or
implied, by the Vendor shall render the Agreement voidable by the City. Nevertheless, the City may obtain the
equipment or service if a conflict of interest affidavit is filed and the Council member recuses his/herself.
Y. WAIVER:
No claim or right arising out of a breach of the Agreement can be discharged in whole or in part by a waiver or
renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed
by the aggrieved party. No waiver by either the Vendor or the City of any one or more events of default by the other
party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Agreement, or an
express or implied acceptance of any other existing or future default(s), whether of similar or different character.
Z. DISPUTE RESOLUTION:
If either the Vendor or the City has a claim, dispute or other matter in question for breach of duty, obligations, services
rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through
this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after
discovering the claim, dispute or breach. The notice shall state the nature of the dispute and list the party’s specific
reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall make a good faith
effort, in person or through generally accepted means, to resolve any claim, dispute, breach or other matter in question
that may arise out of, or in connection with, this Agreement. If the parties fail to resolve the dispute within sixty (60)
days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non-binding mediation
upon written consent of authorized representatives of both parties in accordance with the Arbitration Rules of the
American Arbitration Association or other applicable rules governing mediation than in effect. If the parties cannot
resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available
under law regarding the dispute.
AA. INVALIDITY:
The invalidity, illegality or unenforceability of any provision of this Agreement shall in no way affect the validity or
enforceability of any other portion or provision of the Agreement. Any void provision shall be deemed severed from the
Agreement and the balance of the Agreement shall be construed and enforced as if the Agreement did not contain the
particular portion or provision held to be void. The parties further agree to reform the Agreement to replace the 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 the entire Agreement from being void should a provision which is the essence of the
Agreement be determined to be void.
BB. RIGHT TO ASSURANCES:
In the event the City, in good faith, has reason to question the intent of the Vendor to perform, the City may demand
written assurances of the intent to perform. In the event no written assurance is given within the time specified, the City
may treat this failure as an anticipatory repudiation of the Agreement.
Page 37 of 45
City of Georgetown, Texas
Georgetown Economic Development Corporation
November 16, 2015
SUBJECT:
Presentation, discussion and possible action regarding the Texas Life-Sciences Collaboration
Center – Michael Douglas, TLCC Executive Director
ITEM SUMMARY:
Attached
FINANCIAL IMPACT:
Attached
SUBMITTED BY:
Michael Douglas, TLCC Executive Director
ATTACHMENTS:
Description Type
Cover sheet from TLCC Cover Memo
Page 38 of 45
GEDCO Meeting Date: November 16, 2015 Item
GEORGETOWN ECONOMIC DEVELOPMENT CORPORATION
AGENDA COVERSHEET
SUBJECT
Presentation, discussion and possible action regarding the Texas Life-Sciences Collaboration
Center – Michael Douglas, TLCC Executive Director
ITEM SUMMARY
Executive Summary:
During FY15 the TLCC made significant progress in establishing and expanding the infrastructure for
technology companies focused in biotechnology and the biomedical sciences.
• The board of directors of the TLCC has focused to expand the important wet laboratory space
in support of high technology manufacturing and recruiting new life science companies to
Georgetown.
• The TLCC with GREX has completed the construction of a new building ($2.5M) which has
doubled its available wet laboratory space. A portion of this building includes high end, FDA
compliant manufacturing space used for the production of “first in man” pharmaceutical
compounds.
• The TLCC has graduated a company from research and development to operations and
manufacturing in part of this space. This company has expanded its work force in this
transition.
During FY15 the TLCC has leveraged its support from the city under this performance agreement to
procure a federal grant from the Economic Development Administration. This funding ($300,000) is
being used over three years to support recruiting biotechnology companies from outside the state and
country. These funds are being used in partnership with Georgetown Economic Development
recruiting programs. A significant list of company prospects has been developed for the space that
has been constructed during this period.
• The Innervisions Corporate center has been shelled and its “bioflex space” is currently being
marketed with technology companies for occupancy. This building of 65,000SF more than
doubles the current recruiting space in the TLCC biotechnology cluster.
• Innervisions developer, Michael Novick, has spent over $6M on this project thus far has
acknowledged the presence of the TLCC companies for selecting this site and financing the
project.
• Radiation Detection Company has invested $3M in the completion of its new headquarters
and continues to add jobs. Its president Barrie Laing has acknowledged that they located at
this site in Georgetown due to the presence of the TLCC cluster of companies and its trained
work force.
Page 39 of 45
During FY15 the TLCC has leveraged its city support under this performance agreement to procure a
State of Texas grant (Emerging Technology Fund, Office of the Governor) in support of equipment
and build out of a large common laboratory space for recruiting. This grant from the Emerging
Technology Fund ($900,000) provides funds for state of the art equipment for use by TLCC companies
as well as an important work force training resource in partnership with the Austin Community
College and the Georgetown Independent School District.
In Summary, during this fiscal year $150,000 of operational support by the City has been leveraged
to add over $1.2M in state and federal funding and $8.5M in capital construction and jobs in
economic development of a biotechnology companies in Georgetown. The TLCC leadership
believes that the continued involvement of city is important to enhance this economic
development priority.
ATTACHMENTS
An additional document will be provided for discussion of the
Page 40 of 45
City of Georgetown, Texas
Georgetown Economic Development Corporation
November 16, 2015
SUBJECT:
Presentation, discussion and possible action regarding Difusion Technologies -- Mark Thomas
ITEM SUMMARY:
At its October meeting, GEDCO discussed the status of Difusion Technologies and requested staff
invite the company to provide a presentation to the Board. Derrick Johns, CEO, of Difusion
Technologies will present a summary of the history and future plans of the company.
FINANCIAL IMPACT:
none
SUBMITTED BY:
Mark Thomas, Economic Development Director
Page 41 of 45
City of Georgetown, Texas
Georgetown Economic Development Corporation
November 16, 2015
SUBJECT:
Sec. 551.071: CONSULTATION WITH ATTORNEY
Consultation with attorney regarding legal issues related to agenda items and other matters in
which (1) when the governmental body seeks the advice of its attorney about: (A) pending or
contemplated litigation; or (B) a settlement offer; or (2) on a matter in which the duty of the
attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of
the State Bar of Texas clearly conflicts with this chapter.
ITEM SUMMARY:
FINANCIAL IMPACT:
N/A
SUBMITTED BY:
Bridget Chapman, City Attorney
Page 42 of 45
City of Georgetown, Texas
Georgetown Economic Development Corporation
November 16, 2015
SUBJECT:
Section 551.072. DELIBERATIONREGARDING REAL PROPERTY
Discussion and possible action to deliberate the purchase,exchange, lease or value of real property
for purposes authorized by the Development Corporation Act which discussion in open session
would have adetrimental effect on negotiations with third persons.
ITEM SUMMARY:
FINANCIAL IMPACT:
n/a
SUBMITTED BY:
Bridget Chapman, City Attorney
Page 43 of 45
City of Georgetown, Texas
Georgetown Economic Development Corporation
November 16, 2015
SUBJECT:
Section 551.087. DELIBERATION REGARDING ECONOMIC DEVELOPMENT
NEGOTIATIONS.
Deliberation regarding commercial or financial information that the corporation has received from
a business prospect that the Georgetown Economic Development Corporation seeks to have locate,
stay, or expand in or near the territory of the City of Georgetown and with which the Corporation
is conducting economic development negotiations; and/or deliberation regarding the offer of a
financial or other incentive to a business prospect that the Corporation seeks to have locate, stay,
or expand in or near the territory of the City of Georgetown.
ITEM SUMMARY:
FINANCIAL IMPACT:
N/A
SUBMITTED BY:
Bridget Chapman, City Attorney
Page 44 of 45
City of Georgetown, Texas
Georgetown Economic Development Corporation
November 16, 2015
SUBJECT:
Action out of Executive Session.
ITEM SUMMARY:
FINANCIAL IMPACT:
None
SUBMITTED BY:
Bridget Chapman, City Attorney
Page 45 of 45