Contract - Home Depot USA, Inc. - 6/14/2018 CITY OF ROUND ROCK AGREEMENT
FOR PURCHASE OF
MAINTENANCE,REPAIR,AND OPERATING
SUPPLIES AND SERVICES WITH
HOME DEPOT U.S.A. INC.
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
This Agreement is for the purchase of maintenance, repair and operating supplies and
services, and is referred to herein as the "Agreement." This Agreement is made and entered into
on this the Jt&day of the month of , 2018) by and between the CITY OF ROUND
ROCK, TE S, a home-rule municipality whose offices are located at 221 East Main Street,
Round Rock, Texas 78664, referred to herein as the "City," and HOME DEPOT U.S.A. INC., a
Delaware Corporation, whose offices are located at 2455 Paces Ferry Road, NW, Atlanta,
Georgia 30339, referred to herein as "Home Depot" or the "Vendor." This Agreement
supersedes and replaces any previous agreement between the named parties, whether oral or
written, and whether or not established by custom and practice.
RECITALS:
WHEREAS, City desires to purchase maintenance, repair and operating supplies and
services (collectively"supplies"), and City desires to obtain said supplies from Vendor; and
WHEREAS, pursuant to Section 271.102 of the Texas Local Government Code, a local
government may participate in a cooperative purchasing program with another local government
of this state or another state for goods and services, and said participation shall satisfy
competitive bidding requirements for said goods and services; and
WHEREAS, City is a participating public agency in US Communities Government
Purchasing Alliance, a cooperative purchasing program; and
WHEREAS, Home Depot has previously entered into an exclusive Maintenance, Repair
and Operating Supplies supply contract with Maricopa County, Arizona and associated
Administration Agreement with U.S. Communities Purchasing and Financing Agency effective
February 1, 2017 (Contract 16154), attached as Exhibit "A" and incorporated herein for all
purposes; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
00398663/ss2
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NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the parties
mutually agree as follows:
1.0 DEFINITIONS
A. Agreement means the binding legal contract between City and Vendor whereby
City is obligated to obtain specified goods and Vendor is obligated to provide specified goods.
This Agreement includes any exhibits, addenda, and/or amendments thereto.
B. City means the City of Round Rock, Williamson and Travis Counties, Texas.
C. Effective Date means the date upon which the binding signatures of both parties
to this Agreement are affixed.
D. Goods mean the specified supplies, materials, commodities, or equipment.
E. Vendor means Home Depot U.S.A. Inc. ("Home Depot"), or any successors or
assigns.
2.0 EFFECTIVE DATE; INITIAL TERM; ALLOWABLE RENEWALS
A. This Agreement shall be effective on the date it has been signed by both parties
hereto, and shall remain in full force and effect unless and until it expires by operation of the
term stated herein, or until terminated or extended as provided herein.
B. This Agreement shall expire on December 31, 2021.
3.0 SCOPE OF WORK
A. The supplies which are the subject matter of this Agreement are described
generally in the attached Exhibit"A."
B. This Agreement shall evidence the entire understanding and agreement between
the parties and shall supersede any prior proposals, correspondence or discussions.
C. Vendor shall satisfactorily provide all deliverables and services described in
Exhibit"A"within the contract term specified. A change in the Scope of Services or any term of
this Agreement, including bonding requirements, must be negotiated and agreed to in all relevant
details, and must be embodied in a valid Supplemental Agreement as described herein.
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4.0 COSTS
A. City agrees to pay for supplies during the term of this Agreement at the pricing set
forth in Exhibit"A."
B. The City shall is authorized to pay the Services Provider an amount not-to-
exceed Two Hundred Thousand and No/100 Dollars ($200,000.00) per year for the term of
this Agreement. This amount will be managed solely by the City.
5.0 INVOICES
Payment is due at the time of the transaction. Only Home Depot Account orders shall be
invoiced. All invoices shall include, at a minimum,the following information:
1. Name and address of Vendor;
2. Purchase Order Number;
3. Description and quantity of items received; and
4. Delivery dates.
6.0 NON-APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by City's budget for the fiscal year in question. City may effect such termination by
giving Vendor a written notice of termination at the end of its then-current fiscal year.
7.0 PROMPT PAYMENT POLICY
Prompt Payment Act. In accordance with Chapter 2251, V.T.C.A., Texas Government
Code, any payment to be made by City to Vendor will be made within thirty (30) days of the date
City receives goods under this Agreement, the date the performance of the services under this
Agreement are completed, or the date City receives a correct invoice for the goods or services,
whichever is later. Vendor may charge interest on an overdue payment at the "rate in effect" on
September 1 of the fiscal year in which the payment becomes overdue, in accordance with
V.T.C.A., Texas Government Code, Section 2251.025(b). This Prompt Payment Policy does not
apply to payments made by City in the event:
1. There is a bona fide dispute between City and Vendor, a contractor,
subcontractor, or supplier about the goods delivered or the service performed that
cause the payment to be late; or
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2. There is a bona fide dispute between Vendor and a subcontractor or between a
subcontractor and its supplier about the goods delivered or the service performed
that causes the payment to be late; or
3. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
4. The invoice is not mailed to City in strict accordance with any instruction on the
purchase order relating to the payment.
8.0 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without liability to Vendor
if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or
otherwise were offered or given by Vendor or its agents or representatives to any City officer,
employee or elected representative with respect to the performance of this Agreement. In
addition, Vendor may be subject to penalties stated in Title 8 of the Texas Penal Code.
9.0 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Vendor's charges.
10.0 INSURANCE
Vendor shall meet all City of Round Rock insurance requirements set forth at:
http://www.roundrocktexas.gov/wo-content/uploads/2014/12/corr insurance 07.20112.pdf. The
Home Depot Memorandum of insurance provided to City shows satisfactory evidence of
insurance and will be renewed on an annual basis.
11.0 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Teresa Reddy
Purchasing Manager
221 East Main Street
Round Rock, TX 78664
(512)218-5457
treddy a,roundrocktexas.gov
12.0 DEFAULT
If Vendor abandons or defaults under this Agreement and is a cause of City acquiring the
specified goods elsewhere.
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Vendor shall be declared in default of this Agreement if it does any of the following and
fails to cure the issue within thirty(30) days of receipt of written notice:
A. Fails to fully, timely and faithfully perform any of its material obligations under
this Agreement;
B. Becomes insolvent or seeks relief under the bankruptcy laws of the United States,
and is unable to perform its material obligations under the Agreement.
13.0 TERMINATION AND SUSPENSION
A. In the event of any uncured default by either party, the non-defaulting party has
the right to terminate the affected portions of this Agreement for cause, upon ten (10) days'
written notice to the defaulting party following the cure period.
B. In the event City terminates under this section, the following shall apply: Upon
the effective date of the termination, Vendor shall discontinue performance of the affected
Services and will schedule the removal of the affected Equipment. The City will be responsible
only for amounts due and owing for the terminated affected Services and affected Equipment up
through the date of termination.
14.0 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
A. Vendor, its agents, employees and subcontractors shall use best efforts to comply
with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock,
as amended, and with all applicable rules and regulations promulgated by local, state and
national boards, bureaus and agencies.
B. Vendor acknowledges and understands that City has adopted a Storm Water
Management Program (SWMP) and an Illicit Discharge Ordinance, Sections 14-139 through 14-
152 of the City's Code of Ordinances, to manage the quality of the discharges from its Municipal
Separate Storm Sewer System (1\4S4) and to be in compliance with the requirements of the Texas
Commission on Environmental Quality (TCEQ) and the Texas Pollutant Discharge Elimination
System (TPDES). The Vendor agrees to perform all operations on City-owned facilities in
compliance with the City's Illicit Discharge Ordinance to minimize the release of pollutants into
the MS4. The Vendor agrees to comply with of the City's stormwater control measures, good
housekeeping practices and any facility specific stormwater management operating procedures
specific to a certain City facility. In addition, the Vendor agrees to comply with any applicable
TCEQ Total Maximum Daily Load(TMDL)Requirements and/or I-Plan requirements.
C. In accordance with Chapter 2270, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods or services unless the contract contains
written verification from the company that it: (1) does not boycott Israel; and (2)will not boycott
Israel and will not boycott Israel during the term of this contract. The signatory executing this
Agreement on behalf of Vendor verifies Vendor does not boycott Israel and will not boycott
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Israel during the term of this Agreement.
15.0 ASSIGNMENT AND DELEGATION
The parties hereby bind themselves, their successors, assigns and legal representatives to
each other with respect to the terms of this Agreement. Neither party shall assign, sublet or
transfer any interest in this Agreement without prior written authorization of the other party.
16.0 NOTICES
A. All notices and other communications in connection with this Agreement shall be
in writing and shall be considered given as follows:
1. When delivered personally to recipient's address as stated in this Agreement; or
2. Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Vendor:
Home Depot U.S.A. Inc.
2455 Paces Ferry Road, NW
Atlanta, Georgia 30339
Notice to City:
City Manager Stephan L. Sheets, City Attorney
221 East Main Street AND TO: 309 East Main Street
Round Rock, TX 78664 Round Rock, TX 78664
B. Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
17.0 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be
governed by and construed in accordance with the laws and court decisions of the State of Texas.
18.0 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Vendor and City. This Agreement may only be amended or supplemented by mutual agreement
of the parties hereto in writing.
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19.0 DISPUTE RESOLUTION
City and Vendor hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
20.0 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion or
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
21.0 MISCELLANEOUS PROVISIONS
A. Standard of Care. Vendor represents that it employs trained, experienced and
competent persons to perform all of the services, responsibilities and duties specified herein and
that such services, responsibilities and duties shall be performed in a manner according to
generally accepted industry practices.
B. Time is of the Essence. The parties agree that, from time to time, certain unique
transactions may have special requirements relative to timing and, accordingly, the parties will
identify those transactions and exercise best efforts to accomplish those transactions within the
stated timeframe. Other timing requirements will be met in a commercially reasonable manner.
Where damage is caused to City due to Vendor's failure to perform in the special timing
requirement circumstances, and subject to the Limitation of Liability provision in the Exhibit
"A" (SSA), City may pursue any remedy available without waiver of any of City's additional
legal rights or remedies.
C. Binding Agreement. This Agreement shall extend to and be binding upon and
inure to the benefit of the parties' respective heirs, executors, administrators, successors and
assigns.
D. Multiple Counterparts. This Agreement may be executed in multiple
counterparts, any one of which shall be considered an original of this document; and all of
which,when taken together, shall constitute one and the same instrument.
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IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
Home Depot U.S.A. Inc.
By:
Printed Name: Ric rd N rg
Title: Contracts Senior Manager
Date Signed:
City of Round ck,Texas
By: _ &
Printed Name:
Title:
Date Signed: 9'•19)
For City,Attest:
By:
Sara L. White, City Clerk
For 4Stepha
oved as to Form:
By:
Sheets, City Attorney
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CERTIFICATE OF INTERESTED PARTIES
FORM1295
101`1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2018-362149
Home Depot U.S.A.,Inc.
Atlanta,GA United States Date Filed-
2 Name of governmental entity or state agency that Is a party to the contract or which the form Is 06/01/2018
being filed,
City of Round Rock Date Acknowledged:
3 Provide the Identification number used by the governmental entity or state agency to track or Identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
Participate in US Communities
Use of US Communities contract 16154 for MRO supplies/services
4 Nature of Interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary
5 Check only if there is NO Interested Party.
X
6 UNSWORN DECLARATION r
My name is 1LA4q-4ZD and my dale of birth is 14! t%7
oe�K �1
My
address is ���� PAC F(.r�y �bAj� 4rt4NT,g
(street) (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in C0$8 1"0()Arfy County, Slate of e0ZQI A on thel�ay of V&19- 20
(month) (year)
Signature of aulKorizedd4ent of ctr cling business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.5523
CERTIFICATE OF INTERESTED PARTIES
FORM 3.295
10f1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2018-362149
Home Depot U.S.A., Inc.
Atlanta,GA United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 06/01/2018
being filed.
City of Round Rock Date Acknowledged:
06/11/2018
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
Participate in US Communities
Use of US Communities contract 16154 for MRO supplies/services
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary
5 Check only if there is NO Interested Party.
X
6 UNSWORN DECLARATION
My name is and my date of birth is
My address is
(street) (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in County, State of on the day of 20
(month) (year)
Signature of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.5523