Contract - ODP Business Solutions, LLC - 4/10/2025 AGREEMENT BETWEEN THE CITY OF ROUND ROCK
AND ODP BUSINESS SOLUTIONS,LLC
FOR THE PURCHASE OF
OFFICE SUPPLIES AND RELATED_$ERVICES
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
This Agreement for the purchase of offs a supplies and related services (the"Agreement")
is made and entered into this_161h day of 2025,(the "Effective
Date") by and between the CITY OF ROUND OCK,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 ODP BUSINESS SOLUTIONS,LLC whose offices are located at 6600 North Military
Trail, Boca Raton,Florida 33496, referred to herein as"Vendor."
RECITALS:
WHEREAS,City desires to purchase office supplies and related services;and
WHEREAS, City is a member of the Omnia Cooperative Purchasing Program (the "Co-
op")and Vendor is an approved Co-op vendor through Co-op Contract#R190303;and
WHEREAS, City desires to purchase certain goods and/or services from Vendor through
the Co-op 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, 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 this binding legal contract between City and Vendor whereby
City agrees to purchase specified goods and/or services and Vendor is obligated to sell same.The
Agreement includes any exhibits, addenda,and/or amendments thereto.
B. City means the City of Round Rock, Williamson and Travis Counties,Texas.
4878-9066-1597/ss2
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C. Effective Date means the date set out in the introductory paragraph above.
D. Goods and Services mean the specified services,supplies, materials,commodities,
or equipment.
E. Vendor means ODP Business Solutions, LLC,or any successors or assigns.
2.0 EFFECTIVE DATE AND TERM
A. This Agreement shall remain in full force and effect until it expires as indicated
below or is terminated in accordance with Section 14.0.
B. This Agreement shall expire on the 30'h day of June 2025, in the event Omnia
Contract#R190303 is not renewed for an additional term,or this Agreement shall expire anytime
thereafter in the event the Omnia Contract #R190303 is not further renewed at the end of any
renewal term. So long as Omnia Contract #8190303 continues to be renewed, this Agreement
shall continue to remain in effect pursuant to the terns and conditions set forth herein, however,
in no event shall the term of this Agreement exceed sixty (60) months from the effective date
hereof.
3.0 SCOPE OF WORK
A. The goods and related services which are the subject matter of this Agreement are
described generally herein and referenced in in the attached Exhibit"A," incorporated herein by
reference for all purposes.
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 herein
and referenced 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.
4.0 COSTS
A. In consideration for the Goods and Services to be provided by Vendor, City
agrees to pay Vendor the amounts set forth in Omnia Contract#R190303.
B. The City is authorized to pay the Vendor an amount not-to-exceed $450,000.00,
for the term of this Agreement.
5.0 INVOICES
All invoices shall include, at a minimum,the following information:
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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 if the governing body of City
does not appropriate funds sufficient to purchase the Goods and Services as determined by City's
budget for the fiscal year in question. City may affect such termination by giving the Vendor
written notice of termination.
7.0 PROMPT PAYMENT POLICY
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 and
Services 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 and 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:
. 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.
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 perfonnance 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 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Brandon Rainer, Purchaser
Finance Department
221 E. Main Street.
Round Rock. TX 78664
(5 12)341-3301
brainernwroundrocktexas.pov
11.0 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perforin 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.
12.0 DEFAULT
If Vendor abandons or defaults under this Agreement, 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:
I. Fails to fully, timely. and faithfully perform any of' its material obligations
under this Agreement;
2. 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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13.0 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 written notice to the other party, the "Date of
Termination."
B. 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 in connection with the performance of this Agreement and shall proceed
to cancel promptly all existing orders and contracts insofar as such orders and contracts are
chargeable to this Agreement. Within thirty (30)days after the Date of Termination, Vendor shall
submit a statement showing in detail the goods and/or services satisfactorily performed under
this Agreement up to the date of termination.City shall then pay Vendor that portion ofthe 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.
14.0 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 suits, actions,
legal proceedings, claims, demands; damages, costs, expenses, attorney's fees, and any and all
other costs or fees arising out of,or incident to,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. 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.
15.0 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 Chapter 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/]00 Dollars ($100,000.00) unless the contract
has a provision verifying that it: (I) 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 term of this Agreement against a firearm entity or firearm trade
association.
D. In accordance with Chapter 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 a provision verifying that it: (I)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 tens of this Agreement.
16.0 ASSIGNMENT AND DELEGATION
The parties hereby bind themselves,their successors,assigns,and legal representatives to
each other with respect to the terns of this Agreement. Neither party shall assign, sublet, or
transfer any interest in this Agreement without prior written authorization of the otherparty,except
that Vendor may assign this Agreement (i)to any of its subsidiaries or affiliates at any time,or(ii)
in connection with the transfer or sale of all or substantially all of its business related to this
Agreement.
17.0 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 physical or email address as stated
below; or
2. Three (3)days after being deposited in the United States mail,with postage
prepaid to the recipient's address as stated below.
Notice to Vendor:
Vendor: ODP Business Solutions, LLC
Attn: Chris Edler
6600 North Military Trail
Boca Raton, FL 33496
Email: Chris.edlerta:odpbusiness.com
Notice to City:
City Manager Stephanie L. Sandre,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.
18.0 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.
19.0 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.
20.0 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.
21.0 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.
22.0 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.
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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.
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.]
IN WITNESS WHEREOF,City and Vendor have executed this Agreement on the dates
indicated. _
bDP
ODP Busi itions,LLC ®�
By.
Printed Name: Chris Edler
Title: Vice President
Date Signed: February 25, 2025
City of Rou d Rock,Texas
By: M/
Printed Name: i - l
Title: O
Date Signed: r 11 104 2125
For Ci ,Attest:
By:_ wl'-'�Aj 6,b-
Ann ranklin,City Clerk
For City,Approved as to Form:
B y: - dc�
tephanie . Sandre, City Attorney
EXHIBIT "A"
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