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R-2021-248 - 9/9/2021RESOLUTION NO. R-2021-248 WHEREAS, the City of Round Rock ("City") desires to purchase office supplies needed to support City operations; and WHEREAS, the City is a member of the OMNIA Partners Public Sector Cooperati Mve; and WHEREAS, Office Depot, LLC is an approved vendor of the OMNIA Partners Public Sector Cooperative; and WHEREAS, the City desires to purchase office supplies from Office Depot, LLC through OMNIA Partners Public Sector, Region 4 Education Service Center, Cooperative Contract No. R 1903 03, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City a Participation Agreement for the Purchase of Office Supplies with Office Depot, LLC, a copy of said Agreement being attached hereto as Exhibit "A" and incorporated herein. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 5 51, Texas Government Code, as amended. RESOLVED this 9th day of September, 2021. XA/ CRAIGtound ORG ,Mayor City of R1ock, Texas ATTEST: W,M= - SARA L. WHITE, City Clerk 0112.20212; 00480171 McuSignEnvelope lD799AF578-C49B45AG-987F-ao5A898F23 EXHIBIT «A►, CITY OF ROUND ROCK PARTICIPATION AGREEMENT FOR THE PURCHASE OF OFFICE SUPPLIES WITH OFFICE DEPOT, LLC THE STATE OF TEXAS § CITY OF ROUND ROCK § COUNTY OF WILLIAMSON § COUNTY OF TRAVIS § KNOW ALL BY THESE PRESENTS: THAT THIS Participation Agreement for the purchase of office supplies needed to support City of Round Rock operations (referred to herein as the "Agreement"), is made and entered into on this the day of the month of July, 2021, by and between the CITY OF ROUND ROCK, TEXAS, a home -rule municipality whose offices are located at 221 East Main Street, Round Rock, Texas 78664 (referred to herein as the "City") and OFFICE DEPOT, LLC, whose offices are located at 6600 North Military Trail, Boca Raton, Florida 33496 (referred to herein as the "Vendor"). RECITALS: WHEREAS, City desires to purchase office supplies needed to support City operations; and WHEREAS, City is a member of OMNIA Partners Public Sector Cooperative and Vendor is an approved OMNIA Partners vendor; and WHEREAS, the City desires to purchase certain goods and services from Vendor through OMNIA Partners Public Sector, Region 4 Education Service Center, Cooperative Contract No. RI90303 (the "Contract") to receive pricing and services as set forth herein; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties, and obligations; NOW, THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable consideration, sufficiency and receipt of which are hereby acknowledged, it is mutually agreed between the parties as follows: 00470750.ss2 DocuSign Envelope 10. 799AF578-C49B-45A6-987F-$05M98F2328 1.01 DEFINITIONS A. Agreement means this binding legal contract between City and Vendor whereby City agrees to buy specified goods and/or services and Vendor agrees to sell said goodsiservices. The 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. Force Majeure means acts of God, strikes, lockouts, or other industrial disturbances, acts of the public enemy, orders of any kind from the government of the United States or the State of Texas or any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the government and the people, civil disturbances, explosions, or other causes not reasonably within the control of the party claiming such inability. E. Goods and services mean the specified services, supplies, materials, commodities, or equipment. 2.01 EFFECTIVE DATE AND TERM A. This Agreement shall be effective within ten (10) business days of being fully executed by both parties, and shall remain in full force and effect, unless and until it expires by operation of the term stated herein, or until terminated as provided herein. B. This Agreement shall remain effective until June 30, 2024, unless the Contract is Otherwise terminated sooner. City reserves the right to review the relationship at any time, and may elect to terminate this Agreement, with or without cause, or may elect to continue. 3.01 AGREEMENT DOCUMENTS AND EXHIBITS The Contract, attached hereto as Exhibit "A," is incorporated into the Agreement by reference as if set forth in its entirety, including all subsequent amendments thereto. To the extent any terms and conditions set forth in the Contract (excepting any terms and conditions relating to price and cost, but not excepting the not -to -exceed amount) conflict with any terms and conditions of this Agreement (the "Supplemental Terms"), the Supplemental Terms shalt prevail. 4.01 ITEMS AWARDED AND SCOPE OF WORK When taken together with the appended exhibit, this Agreement shall evidence the entire understanding and agreement between the parties and shall supersede any prior proposals, correspondence or discussions. Vendor shall provide goods and services in accordance with this DocuSign Envelope ID 799AF578-C498.45A6-987F-805A898F2328 Agreement, in accordance with the appended exhibits, in accordance with due care, and in accordance with prevailing industry standards for comparable services. 5.01 COSTS A. City agrees to pay for goods during the term of this Agreement at the pricing set forth in the Contract. B. The City is authorized to pay Vendor an amount not -to -exceed Four Hundred Fifty Thousand and No/100 Dollars ($450,000.00) for the term of this Agreement. 6.01 INVOICES All invoices shall include, at a minimum, the following information: A. Name and address of Vendor; B. Purchase Order Number; C. Description and quantity of items received or services provided; and A. Delivery or performance dates. 7.01 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. 8.01 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Vendor will be made within thirty (30) days of the day on which City receives the performance, supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for the performance and/or deliverables or services, whichever is later. Vendor may charge interest on an overdue payment at the "rate in effect" on September I of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b); however, this Policy does not apply to payments made by City in the event: A. There is a bona fide dispute between City and Vendor, a contractor, a subcontractor or supplier about the goods delivered or the service performed that DocuSign Envelope ID 799AF578-C498-45A6.987F-805A898F2328 cause the payment to be late; or B. The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or C. 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 B. Invoices are not mailed to City in strict accordance with instructions, if any, on the purchase order or the Agreement or other such contractual agreement. 9.01 GRATUITIES AND BRIBES City may, by written notice to Service Provider, cancel this Agreement without liability to Vendor if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or otherwise were offered or given by Vendor or its agents or representatives to any City officer, employee or elected representative with respect to the performance of this Agreement. In addition, Vendor may be subject to penalties stated in Title 8 of the Texas Penal Code. 10.01 TAXES City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be included in Service Provider's charges. 11.01 ORDERS PLACED WITH ALTERNATE SERVICE PROVIDERS If Vendor cannot provide the goods as specified, City reserves the right and option to obtain the products or services from another supplier or suppliers. 12.01 INSURANCE Vendor shall meet all requirements as set forth in the Contract. 13.01 CITY'S REPRESENTATIVE City hereby designates the following representatives authorized to act in its behalf with regard to this Agreement: Margie Howard Senior Account Technician 221 East Main Street Round Rock, Texas 78664 (512) 218-7069 a-Lboward(u.roundrocktexgs.►.-ov 4 DocuSign Envelope ID 799AF578-C49B-45A6-987F-805A898F232B 14.01 RIGHT TO ASSURANCE Whenever either party to this Agreement, in good faith, has reason to question the other party's intent to perform hereunder, then demand may be made to the other party for written assurance of the intent to perform. In the event that no written assurance is given within the reasonable time specified when demand is made, then and in that event the demanding party may treat such failure as an anticipatory repudiation of this Agreement. 15.01 DEFAULT If Vendor abandons or defaults under this Agreement and is a cause of City purchasing the specified goods elsewhere, and that it will not be considered in the re -advertisement of the service and that it may not be considered in future bids for the same type of work unless the scope of work is significantly changed. Vendor shall be declared in default of this Agreement if it does any of the following: A. Fails to fully, timely and faithfully perform any of its material obligations under this Agreement, where such is not cured within thirty (30) days of written notice from City; B. Fails to provide adequate assurance of performance under the "Right to Assurance" section herein, or C. Becomes insolvent or seeks relief under the bankruptcy laws of the United States. 16.01 TERMINATION AND SUSPENSION A. Either party has the right to terminate this Agreement, in whole or in part, for convenienee and without cause, at any time upon sixty (60) days' written notice to the other party. B. In the event of any default by Vendor, City has the right to terminate this Agreement for cause, upon ten (10) days' written notice to Vendor. C. In the event City terminates under subsections (A) or (B) of this section, the following shall apply: Upon City's delivery of the referenced notice to Vendor, Vendor shall discontinuc all services in connection with the performance of this Agreement and shall proceed to cancel promptly all existing orders that are cancellable, and contracts insofar as such orders and contracts are chargeable to this Agreement. Within sixty (60) days after such notice of termination, Vendor shall submit a statement showing in detail the goods andior services satisfactorily performed under this Agreement to the date of termination. City shall then pay Vendor that portion of the charges, if undisputed. The parties agree that Vendor is not entitled to compensation for services it would have performed under the remaining term of the Agreement except as provided herein. CocuSign Envelope ID 799AF578-C498-45A6-987F-805A898F2328 17.01 INDEMNIFICATION Vendor shall defend (at the option of City), indemnify, and hold City, its successors, assigns, officers, employees and elected officials harmless from and against all third party suits, actions, legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any and all other costs or fees arising out of, concerning or resulting from the fault of Vendor, or Vendor's agents, employees or subcontractors, in the performance of Vendor's obligations under this Agreement, no matter how, or to whom, such loss may occur. in no event shall either party be liable for consequential, special, indirect or incidental damages, including but not limited to any damages resulting from loss of or use of profits arising out of or in connection with this Agreement, whether in action based on contract, tort (including negligence), or any other legal theory, even if the party has been advised of the possibility of such damages. Nothing herein shall be deemed to limit the rights of City or Vendor (including, but not limited to the right to seek contribution) against any third party who may be liable for an indemnified claim. 18.01 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. In accordance with Chapter 2270, Texas Government Code, a governmental entity may not enter into a contract with a company for goods and services unless the contract contains written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The signatory executing this Agreement on behalf of Vendor verifies Vendor does not boycott Israel and will not boycott Israel at any time during the term of this Agreement. 19.01 ASSIGNMENT AND DELEGATION The parties each 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, except that Office Depot, LLC may assign this Agreement to any of its subsidiaries or affiliates at any time. 20.01 NOTICES All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: When delivered personally to the recipient's address as stated in this Agreement; or 6 DocuSign Envelope 10 799AF578-C498-45,48-987F-805A898F2328 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: Office Depot, LLC 6600 North Military Trail Boca Raton, FL 33496 Attn: Vice President Notice to City: City Manager 221 East Main Street Round Rock, TX 78664 With a copy to: Office Depot, LLC 6600 North Military Trail Boca Raton, FL 33496 Attn: Office of General Council Stephen L. Sheets, City Attorney AND TO: 309 East Main Street Round Rock, TX 78664 Nothing contained herein shall be construed to restrict the transmission of routine communications between representatives of City and Vendor. 21.01 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. 22.01 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, duly authorized by action of the City Manager or City Council. 23.01 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. 24.01 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 oocuStgn Envelope ID 799AF578-G19B-45A6-987F-805A898F232B 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. 25.01 MISCELLANEOUS PROVISIONS 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. Time is of the Essence. Vendor understands and agrees that time is of the essence and that any failure of Vendor to fulfill obligations for each portion of this Agreement within the agreed limeframes will constitute a material breach of this Agreement. Vendor shall be fully responsible for its delays or for failures to use best efforts in accordance with the terms of this Agreement. Where damage is caused to City due to Service Provider's failure to perform in these circumstances, City may pursue any remedy available without waiver of any of City's additional legal rights or remedies. Force Majeure. Neither City nor Vendor shall be deemed in violation of this Agreement if it is prevented from performing any of its obligations hereunder by reasons for which it is not responsible as defined herein. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. 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. (Signatures on the following page.] DocuSgn Envelope ID- 799AF578-C49B45A6-987F-805A89SF2328 IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates indicated. City of Round Rock, Texas By: _ Printed Name: Craig Morgan Title: Mayor Date Signed: Attest: By. - Sara White, City Clerk For City, Approved as to Form: By: Stephan L. Sheets, City Attorney 9 Office Depot, LLC By: Printed Name: sharatyn sowers Title: Vice President Date Signed: 7/16/2021 A " :r Reviewed By 'PA '