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Contract - Home Depot - 3/24/2022 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 WILLION § 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 2j.—day of the month of A&&r fk_, 2022 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 HOME DEPOT U.S.A. INC., a Delaware Corporation, with a mailing address of 2455 Paces Ferry Road, 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 ("Omnia") 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 WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties, and obligations; 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, the receipt and sufficiency of which are hereby acknowledged,the parties mutually agree as follows: 3 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, 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 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 to 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. 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 Vendor an amount not-to-exceed One Million Two Hundred Fifty Thousand and No/100 Dollars ($1,250,000.00) for the term of this Agreement. This amount will be managed solely by the City. 2 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 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. 3 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.roundrocktexa.q nvlwn contentlu loads/2014/12/carr insurance 07.20112.9 f. 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 doqg&g�undrocktexas.�ov 12.0 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. 4 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. 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 term 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 term 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 firean-n 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 term 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 term of this Agreement. 5 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 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 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. 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 6 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 oft a 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.] 7r IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates' indicated. Home Depot U.S.A. Inc. By: Printed OO Title: onkrcts Date Signed: City of Rou d Rock,Texas u 0 MOCK,Texas By: . ........ Printed Name. Title: Date Signed: LA 04, For City,Attest: By: leagQnSPi CityL Cl rk For City, A01prp. ved as to Fqrm: By: Stephan Sheets,`City LAttorney SERIAL 16154-RFP EXHIBIT PRICING SERIAL 16154-RFP NIGP CODE:45041 ._................... ............................ - RESPONDENT'S NAME: Home Depot U.S.A.,Inc. COUNTY VENDOR NUMBER: W000001453 ADDRESS: 55__ PO BOX 193176, A Columbus OH 43218 P.O.ADDRESS: Each local . .......... ...... .... ......... TELEPHONE NUMBER: 866-589-0690 FACSIMILE NUMBER: � 866-589-0691 ......... .............__ ....... ........ ........ . _._ .................... WEB SITE. www,homede ot.com CONTACT CREPRESENTATIVE� Richard Nyberg ...... ....... ......................._. .......... REPRESENTATIVE'S E-MAIL ADDRESS: richard n bar ii�hansee ot.com - _....................... _ _ YES WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT X WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: 1XI PAYMENT TERMS. [Xj NET 30 DAYS See Below Note:Net 30 is for Home De ,ot Account transactions onl Pa ant is required at the time of each transaction. Note:Net 60 payment terms for Home Depot Accounts may be available upon review of a customer's account information. 1.0 PRICING: 1.1 Do you offer a Rebate in lieu of a discount Yes Details of our Rebate Pra ram At least$10 000 to$25 000 Annual Net Sales Pretax =1°/®Rebate At least$25 000 to 5100 000 Annual Net Sales Pretax 2% abate Over$100,000 Annual Net Sales('Pretax) 5% bate 1.2 Pro Rewards Paint Pro ram Discount Minimum Annual Spend Level % on Paint Gold 20% S 7500- Silver 500Silver 15% S 4 000 Bronze 10% S 2000 1.3 Volume Pricing Pro ram For any purchase over 51,500 more aggressive pricing may be available through the Volume Pricing Pra ram. For any planned order over$1,500,call in the request for quote to the ProDesk of your local The Home Deot_ store and and ask for it to be submitted for volume ricin consideration.