R-2022-093 - 3/24/2022 RESOLUTION NO. R-2022-093
WHEREAS, the City of Round Rock ("City") desires to purchase maintenance, repair and
operating supplies and services; and
WHEREAS, the City is a member of the OMNIA Cooperative; and
WHEREAS, Home Depot U.S.A Inc. is an approved vendor of the OMNIA Cooperative; and
WHEREAS, the City desires to purchase maintenance, repair and operating supplies and
services from Home Depot U.S.A. Inc. through OMNIA Cooperative Contract No. 16154, 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 an
Agreement for Purchase of Maintenance, Repair, and Operating Supplies and Services with Home
Depot U.S.A. Inc., 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 551, Texas Government Code, as amended.
RESOLVED this 24th day of March, 2022.
ACRAIG �Nyl5 Mayor
G M'
City of Roun4dck�, Texas
ATTE ST:
..... ..... .................... .................................
MEAGAN SNKS,4CiClerk
!EXHI:BIT
r
CITY OF ROUNDT
MAINTENANCE,FOR PURCHASE OF
, AND OPERATING
SUPPLIESI
DEPOTHOME U.S.A. INC.
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW Ze BY THESE PRESENTS:
COUNTY LCL I S
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 day of the month of , 2022 by and between the CITY OF ROUND
ROCK, TEXAS, a home® le municipality whose offices are located at 221 East Main Street,
Round Rock, Texas 78664, referred to herein as the "City,"," OE DEPOT U.S.A. INC., a
Delaware Corporation, with a mailing address of 2455 Paces Ferry Load, 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
WHEREAS, City is a member of Omnia Cooperative ("O nia") and Vendor is an
approved Omnia vendor; and
WHEREAS, the City desires to purchase certain goods and services from Vendor
through Omnia Cooperative Contract No. 16154 to receive pricing and services as set forth
herein; and
the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
the parties desire to eater 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, 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.
& City means the City of Round Rock, Williamson and Travis Counties,Texas.
CEffective Date means the date upon which the binding signatures of both parties
tothis 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 TERMto L S
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
to stated herein,or until terminated or extended as provided herein.
B. This Agreement shall expire on December 31,2026.
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 patties 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 to specified. A change in the Scope of Services or any to of
this Agreement, including bonding requirements, must be negotiated and agreed to in all relevant
details,and must beembodied in a valid Supplemental Agreement as described herein.
® COSTS
A. City agrees to pay for supplies during the to of this Agreement at the pricing set
forth in Exhibit"A."
B. The City shall is authorized to pay the Vendor an amount not-to-exceed One
Million Two Hundred Fifty Thousand and No/100 Dollars ($1,250,000.00) for the to of
this Agreement. This amount will be managed solely by the City.
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5® 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:
I, 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
Prom t 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(3 0) 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 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). This Prompt Payment Policy does not
apply to payments made by City in the event:
I. 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
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,
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S. 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 entertairlment, 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:
14/12/torr insurance 07.20112.p4f. 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:
David Carter
Purchasing Manager
221 East Main Street
Round Rock, TX 78664
(512)218-5457
Lc a er a)�oundr�ocktexa�s. ov
12® DEFAULT
If Vendor abandons or defaults under this Agreement and is a cause of City acquiring the
specified goods elsewhere.
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.
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13® 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. In accordance with Chapter 2271,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
Israel during the to of this Agreement.
C. In accordance with 2274, Texas Government Code, a governmental entity may
not enter into a contract with a company with at least ten (10) full-time employees for a value of
at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has
provision in the contract verifying that it: (1) does not have a practice, policy, guidance, or
directive that discriminates against a firearm entity or firearm trade association; and (2) will not
discriminate during the to of the contract against a firearm entity or firearm trade association.
The signatory executing this Agreement on behalf of Vendor verifies Vendor does not have a
practice, policy, guidance,or directive that discriminates against a firearm entity or firearm trade
association, and it will not discriminate during the to of this Agreement against a firearm
entity or firearm trade association.
D� In accordance with 2274, Texas Government Code, a governmental entity may
not enter into a contract with a company with at least ten (10) full-time employees for a value of
at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has
provision in the contract verifying that it: (1)does not boycott energy companies; and(2) will not
boycott energy companies during the to of this Agreement. The signatory executing this
Agreement on behalf of Vendor verifies Vendor does not boycott energy companies, and it will
not boycott energy companies during the to of this Agreement.
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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:
I. 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
Atlanta, GA 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 to 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.
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
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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.
(Signatures on the following page.]
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IN WITNESS WHEREOF, City and Vendor have executed ups Agreement on the dates
indicated.
Home tut U.S.A.Inc.
PfinFd Oa'mi�c h a N__y�b�
Date i ned:
City of Rouin.d Rock,Texas
y: ...........
Printed Naime.
Date Signed-. _ -----------
_..._._._._._._
------------
For City,,utast:
By: ..______w_._._._._._
Meagan Spinas, City Clerk
Baur Citi,Approved as toForm:
By° ....... ___
Stephan L. Sheets, City Attorney
SERIAL 16154-RFP
EXHIBIT A
PRICING
...................................................................................................
SERIAL, 16154-1UP
.......................
................................................................-
NIGP CODE:45041
RESPONDENT"S NAME:
......................................... ................................................................................. ..........
C01, IT VENDOR NUMB..ER WOOOOD1453
ADDRESS:� "44-P- - - - PO BOX 193, 176
............................................................................................................................
.......................
................................ ..........................................
44Aflafft--GA- 2
................................................ A9 ColumbusOB 43218
P,O,ADDRES& Each locai Th.e E-fi,:iim
. ... ..... . ........................ ......................................... �:iime�De otjtorcs
TEL,EPHO NE,INUMBM 866-589-0690
FACSINGI..,E Nt,JMBER: 866-589 0691
............... ........................................................................
Wh B SgTE: WWW.homed ootcoi
CONTAC _(!!.E
'T LPRESENr ,hard N�ber
..............................................
REPRESE114TAnVE'S E-MAIL ADDREM, ricillward In�Ibeir 0�homede gotxoi-�j............
...................................................................................................................................................................................................
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.............................
IL ................................L,ALLOW OTHER GOVERNMEINITAL ENTITIES TO PURCI IASE FROMT111S CONTRACT
.......................................
.................................................. ........ ................................................
WILL ACCEPT PROCUREMENT CARD FOR PAYMENT� x
PAYME19'rTERMS, tyl NET301,)AY�'
..............................
Notf,-:T�Iin 30 is for. Home Depot Awnint itu. nsacdons oin v... lwmkent is requirM at the time of I transactiow,
Note-,Net 60 payment ternn for Home Depot Acmunts I he availlable upon I of a customer's account
infonnation.
.1.0 PRICING:
................................. ...................................
.............
L I Do, �.:)u offer a Rebate[in I ieu of a discount
.............................................. Yes
....................................... ............................................
rrr
Details of your Rebate Pi.......
..................................................................................... ......................
.....................................................................
At Illeastt$10 000 to$25 000 Annual Net S,mnN m mr ttax) 1,%Rebate
At 11rust S25,000 to M W 000 Annual Net SAesg . -_20/6 a M e
....................................................... j!j �=. R e b............................................-—------------
Over$10101 UUU Awn les Pretax 5%Rebate
..................... 0. 100 AwIt Sales
......................................................
1.2 Pro Rewards Paine Pro ram
1A -N—gce-unt Minimwiiirn—Annun
al Sp�ed
................................................... ...........................V........e.......111...... % on Point
............................... Gold 20% S 7500
...........................
..................— Silver 150/40 'S 4 000
Bronze
.............. ........�2000
L3 volump
.......................................................................... .......................................
For any INuu rrhase over$1,500 inareaggressivie
piii-irling inay he available,through the Volume Pricing
rograir.n.
For any planned order over$1,500,calM in the
M"eqUest for quote to i¢INn PiiI of your local TINe
lome De watt
an
d'ask
store and ask fa it to be subiiII"J f o r v"o hume
"to cons 'Ir it to I"
wicin. consideration,