Contract - Office Depot, LLC - 9/9/2021DocuSign Envelope ID: 799AF578-C49B-45A6-987F-805A898F232B
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 TRAMS §
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 dayof the month o , b and between the CITY OF
Y
ROUND ROCK, TEXAS, a home -rule municipality hos ices 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.
R190303 (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:
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DocuSign Envelope ID: 799AF578-C49B-45A6-987F-805A898F232B
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 goods/services.
The Agreement includes any exhibits, addenda, and/or amendments thereto.
Be 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 Maj*eure 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 i*t 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 shall
prevail.
4.01 ITEMS AWARDED AND SCOPE OF WORK
When taken together with the appended exhibit, this Agreement shall evidence the entire
0
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
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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 p0
ricing 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 i*s 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 225 1, 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 1
of the fiscal year in which the payment becomes overdue, i*n 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
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DocuSign Envelope ID: 799AF578-C49B-45A6-987F-805A898F232B
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
mhowardA roundrocktexas. gov
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14.01 RIGHT TO ASSURANCE
Whenever either party to this Agreement, 1"n 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
convenience 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
discontinue all services i*n 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 and/or 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.
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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, attorneys 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, i4n 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 regilations promUlgated by local, state and
national boards, bureaus and agencies.
Be 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:
1. When delivered personally to the recipient's address as stated in this Agreement;
or
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DocuSign Envelope ID: 799AF578-C49B-45A6-987F-805A898F232B
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:
Office Depot, LLC
6600 North Military Trail
Boca Raton, FL 33496
Attn: Vice President
Notice to City:
City Manager
221 East Main Street
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 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 1*f 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 partipartieshereto 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 11*mtatiion, 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 unenforceab1*11*tY 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
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DocuSign Envelope ID: 799AF578-C49B-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 timeframes 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 i*s 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 14's not
responsible as defined herein. However, notice of such impediment or delay 1"n performance
must be timely given, and all reasonable efforts undertaken to mitigate its effects.
Mult40
iple 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.]
DocuSign Envelope ID: 799AF578-C49B-45A6-987F-805A898F232B
IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
City of Round Rock, Texas
By: 1 V 11
Printed Name: CYaiN Mor an
Title: Mayor q
Date Signed: l •�•
Attest:
By: �
Sara White, City Clerk
For City, p roved as to orm:
By:
Stephan . Sheets, City Attorney
I
Office Depot, LLC
By: S� Sawcu
Printed Name: sharal yn sowers
Title: Vice President
Date Signed: 7/16/2021
Office DEpar
orr��
Reviewed
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