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CM-2025-217 - 9/5/2025 AGREEMENT BETWEEN THE CITY OF ROUND ROCK AND ALSCO UNIFORMS FOR THE PURCHASE OF UNIFORMS AND ACCESSORIES 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 unifor ,,s and accessories (the"Agreement") is made and entered into this the 4th day of , !UZ5, (the "Effective Date") 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 ALSCO UNIFORMS, whose offices are located at 505 E 200 S, Salt Lake City, Utah 84102 referred to herein as"Vendor." RECITALS: WHEREAS,City desires to purchase uniforms and accessories; and WHEREAS, City is a member of the Buy Board Cooperative Purchasing Program (the "Buy Board") and Vendor is an approved Buy Board vendor through Buy Board Contract# 773- 25; and WHEREAS, City desires to purchase certain goods and/or services from Vendor through Buy Board 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. CM-2025-217 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 ALSCO Uniforms, 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 herein or is terminated in accordance with Section 14.0. B. The term of this Agreement shall be for thirty-six(36)months. 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 Exhibit"A." B. The City is authorized to pay the Vendor an amount not-to-exceed $17,707.58, for the term of this Agreement. 5.0 INVOICES 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 2 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 1 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: 1. 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 performance of this Agreement. In addition, Vendor may be subject to penalties stated in Title 8 of the Texas Penal Code. 3 9.0 TAXES City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be included in Vendor's charges. City shall provide Vendor with any applicable tax exemption numbers or certificates upon Vendor's request. 10.0 INSURANCE Vendor shall meet all City insurance requirements set forth on the City's website at: https://www.roundrocktexas.gov/wp-content/up loads/2024/12/CORR-Insurance-08-2024.pdf 11.0 CITY'S REPRESENTATIVE City hereby designates the following representative authorized to act in its behalf with regard to this Agreement: Eric Dady, Facility Maintenance Manager General Services Department 212 Commerce Boulevard Round Rock, TX 78664 (512)218-5472 edadv@axoundrocktexas.gov 12.0 RIGHT TO ASSURANCE Whenever either party to this Agreement, in good faith, has reason to question the other parry'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. 13.0 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: 1. 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. 4 14.0 TERMINATION AND SUSPENSION A. City has the right to terminate this Agreement, in whole or in part, for convenience and without cause, at any time upon written notice to Vendor, the "Date of Termination." B. In the event City believes there are deficiencies in the quality of service and/or goods furnished by Vendor hereunder, City shall give written notice to Vendor specifying the precise nature of such deficiencies, and Vendor shall have thirty (30) days after its receipt of such written notice to correct such claimed deficiencies. In the event City is, in good faith, not satisfied with Vendor's correction of the claimed deficiencies, City may terminate this Agreement upon ten (10)days' written notice to Vendor. C. Vendor has the right to terminate this Agreement only for cause, that being in the event of a material and substantial breach by City, or by mutual agreement to terminate evidenced in writing by and between the parties. D. 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 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. The City acknowledges the uniforms and other products provided for the Vendor shall remain the property of Vendor. Upon termination, for cause or convenience, the City agrees to return all property owned by Vendor and agrees to pay for any property not returned or damaged by City personnel. Said replacement value is listed in the attached Exhibit"A." 15.0 INDEMNIFICATION Either party shall defend, indemnify, and hold the other party, 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 the other party, or the other party's agents, employees or subcontractors, in the performance of such party's obligations under this Agreement, no matter how, or to whom, such loss may occur, to the fullest extent permitted by law. 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. 5 16.0 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/100 Dollars ($100,000.00) unless the contract has a provision 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 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: (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. 17.0 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. 18.0 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 6 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: Alsco Inc. Address: 505 E 200 S Salt Lake City, UT 84102 Email: mmcgraw@alsco.com With a courtesy copy to: Also Inc. 505 E 200 S Salt Lake City, UT 84102 Attention: Legal Department 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. 19.0 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. 20.0 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. 21.0 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. 7 22.0 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. 23.0 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, 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.] 8 IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates indicated. ALSCO Uniforms By: Printed Name: Anthony Wessels Title: General Manager-Austin,TX Date Signed: 08/26/2025 City of Round Rock,Texas By: Printed Name: Brooks Bennett Title: City Manager Date Signed: 09/04/2025 For City,Attest: By.: Ann Franklin, City Clerk For City,Approved as to Form: By: — Stephanie L. Sandre,City Attorney 9 EXHIBIT"A" 10 AISCO. UNIFORMS Estimated Invoice Name City of Round Rock-General Services 28-Jun-2025 Address 2015 Lamar Drive City/State/Zip Round Rock,TX 78664 Contact Eric Dady-Facilities Manager Wkly Quant. Description Unit Price Weekly Total 1 Annual Total Uniforms 143 LS-SS Mimix $ 0.22 $ 31.46 $ 1,635.92 53 Red Kap Relaxed Fit Jeans $ 0.23 $ 12.19 $ 633.88 83 Light Weight Crew Pant $ 0.28 $ 23.24 $ 1,208.48 20 Performance Shop Shorts $ 0.25 $ 5.00 $ 260.00 14 Soft Shell Water Resistant Jacket $ 0.38 $ 5.32 $ 276.64 143 Uniform Shield Shirts $ 0.07 $ 10.01 $ 520.52 148 Uniform Shield Pants/Shorts or Jeans $ 0.07 $ 10.36 $ 538.72 14 Uniform Shield Soft Shell Jacket $ 0.07 $ 0.98 $ 50.96 2 Soiled Uniform Lockers $ 2.50 $ 5.00 $ 260.00 Ancilary Charges For New Hires and/or Replacement Garments Waived On The Initial Order City Logo Emblem: 1.95 Each Employee Name Emblem: 1.50 Each Preperation Fee: 1.50 Each BuyBoard Contract Number-773-25 Service Charge $ 9.95 $ 517.40 Total $ 113.51 $ 5,902.52 Notes/Comments All prices are valid for 30 days after the date on the proposal.All prices and quantities are estimated from the amounts discussed and agreed upon.The total is an estimated total,actual cost may vary due to usage. Prepared by: Mark McGraw Sales Consultant 512-539-9320 rnmcgraw@alsco.corn L-SC°. SERVICE AGREEMENT UNIFORMS SCHEDULE A Location# Route# Stop# I S O M ❑ TOW 0 TH O F O S ❑ [Frequency: Weekly 0 EOW 0 E4W ❑ E8W 0 New Acct 181 Additional 0 New Item 0 Increase Inventory 0 Garment Upgrade O Week: ACIBOCCIDO Deliver to: City of Round Rock General Services-Facility Maintenance Bill To: City of Round Rock Attn:Accounts Payable Irregular O Flat Rate 0 Address 2015 Lamar Drive Address: 221 East Main Street SIC Code I-89 City,State,Zip Round Rock,TX 78664 City,State,Zip: Round Rock,TX 78664-5299 Special Billing Phone (512)-341-3364 Fax Phone 512-218-5440 Fax 512-218-5442 Special Items Key Contact&Title Eric Daddy-Facilities Manager Key Contact&Title David Carter-Purchasing Manager #Duplicate Invoices E-mail Address edady@roundrocktexasgov E-mail Address: dcarter0roundrocktexas.gov #Returned Signed Website www.cityofroundrock.com Website: www.utyofroundrock corn PO# Delivery Minimum S25 Special Delivery Charge $25 COD 0 Charge Applied for® Credit Card CI Sales Code 43530 Time Open I 8:00 AM I Time Close I 5:00 PM Contract Class Salesperson Mark McGraw [Tax ❑ Exempt 181 #74-6017485 Contract Expiration Page 1 of 1 Mean _ Delivenv Quantities Inventors Minimum Cod, ,Name ISi i 2nd 3rd 4th - Iota! Billing°al Quart. hn ui<c Replacement Im !Omni No Item No. SIzc Item Description/Color Inventors Rule Unit Price charee ., 10171 LSNo,v Mimir Shin 100°c WP $0.22 $4195 10166 SS Nava,Mimi',Shin 1 00% WP $0.22 $41.95 22589 Red Rap Relaxed Fit Jeans 10O% WP $0.23 $30.95 12595 Light Weight Cram Pant 100% WP $0.28 $49.79 12754 Pertosmen.Shop Shun 100% WP $0.25 $39.95 15817 Soo Shen Jacket 100% WP $0.38 $53.46 951508 Soiled vaif nn Lockup 100% WP $3.00 $350.00 ISSUE DATE June 30,2025 INVOICE DATES UNIFORM CHARGES Invoice Service Charge % $ Notes. Charge Price/Each SERVICE CHARGE 10 0 Name Emblem:100001687000690 $1.50 Company Emblem:Design#EOHOVI S1.95 Gamment Inventors Maintenance Price/Each MASTER Schedule A Texas BuvBoard Contract Number 773-25 Preparation Charge $1.50 Shirts a 07 Oversize Charge $0.00 Pant.Coats.Jackets 0 07 Other $0.00 Blended Coveralls 0 Grade:New ® A ❑ B ❑ Cotton Coveralls 0 Customer's Initials