CM-06-04-075THE STATE OF TEXAS
COUNTY OF WILLIAMSON
KNOW ALL BY THESE PRESENTS:
SUPPLEMENTAL AGREEMENT NO. 2
TO "CITY OF ROUND ROCK AGREEMENT FOR PURCHASE OF
UNIFORM RENTAL SERVICE"
FROM CINTAS, CORPORATION"
FIRM: Cintas, Corporation ("Vendor")
ADDRESS: 25 Cypress Blvd., Round Rock, Texas 78664
REFERENCE: Purchase of Uniform Rental Service
This Supplemental Agreement No. 2 to "City of Round Rock Agreement for Purchase of
Uniform Rental Service from Cintas, Corporation." is made by and between the City of Round
Rock, Texas, hereinafter called the "City," and Cintas, Corporation, hereinafter called the
"Vendor."
WHEREAS, the City and the Vendor executed the referenced "City of Round Rock
Agreement for Purchase of Uniform Rental Service from Cintas, Corporation, hereinafter called
the "Agreement," on the 25`" day of March, 2004; and
WHEREAS, it has become necessary to extend the Agreement by renewal; and
NOW THEREFORE, premises considered, the City and the Vendor agree that said
Agreement is amended as follows:
Section 2.01, Subsection B shall be amended as follows:
B. The term of this original Agreement was for twelve (12) months from the
effective date of this original Agreement. This original Agreement permits renewal for
successive terms of twelve (12) months each, not to exceed in the aggregate three (3) such
renewals, with such renewals to occur on or before the expiration date of the preceding term, and
with such renewals being absolutely predicated upon the express written agreement of both
parties. Such renewals are permitted only provided Vendor has performed each and every
contractual obligation specified in this original Agreement. This Supplemental Agreement No.
2 embodies the second renewal of twelve (12) months, following the expiration of the
Supplemental Agreement No. 1 term of twelve (12) months, and extends the original
Agreement as to time only with no other changes in terms or conditions of the original
Agreement.
IN WITNESS WHEREOF, the City and the Vendor have executed this Supplemental
Agreement No. 2 in duplicate originals.
Cwt -CLP--?S
CINTAS, CORPORATION
By:
Printed Name:
Title:
Date:
CITY OF ROUND ROCK
By:
Date:
A EST:.
ell 1,-�, yor -66-16 e. kh se, , cr .
Christine R. Martinez, City Secretary
toa-At4-41).
•
OVED AS T
FORM:
Step
n L. Sheets, City Attorney
Mikt/t ca)
a
CITY OF ROUND ROCK
AGREEMENT FOR PURCHASE OF
Uniform Rental FROM
Cintas Corporation
THE STATE OF TEXAS §
CITY OF ROUND ROCK §
§ KNOW ALL BY THESE PRESENT:
COUNTY OF WILLIAMSON §
That this Agreement for purchase of UNIFORM RENTAL (referred to herein as the
"Agreement") is made and entered into on this the 25 day of the month of March, 2004, 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
CINTAS CORPORATION, whose offices are located at 25 Cypress Blvd., Round Rock, Texas
78664 (referred to herein as the "Vendor"). This Agreement supersedes and replaces anyprevious agreement between the named parties, whether oral or written, and whether or not
established by custom and practice.
RECITALS:
WHEREAS, City desires to purchase Uniform Rental from Vendor; and
WHEREAS, City has issued its "Invitation for Bid" for City to provide said goods, and
City has selected the Bid submitted by Vendor; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writin their
respective rights, duties, and obligations; g
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
mutually agree as follows:parties
1.01 DEFINITIONS
A. Agreement means the binding legal contract between City and Vendor whereby
City is obligated to buy specified goods and Vendor is obligated to sell specified goods. The
Agreement includes the following: (a) City's Invitation for Bid designated as IFB 04-003,
Specification Number 04-983-86; (b) Vendor's Response to IFB; (c) the contract award; and
(d)
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any exhibits, addenda, and/or amendments thereto. Any inconsistencies or conflicts in the
contract documents shall be resolved by giving preference in the following order:
(1) This Agreement;
(2) Purchaser's Response to IFB;
(3) City's Invitation for Bids, exhibits, and attachments.
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
to this Agreement are affixed. parties
D. Force Majeure means acts of God, strikes, lockouts, or other indu
disturbances, acts of the public enemy, orders of any kind from the government sinal
States or t he S tate o f Texas o r any civil or military authority, insurrections riots, the United
landslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the 'epidemics,
and the people, civil disturbances, explosions, or other causes not reasonablywithin thecon government
of the party claiming such inability. the control
E. Goods means the specified supplies, materials, or equipment.
F. Vendor means CINTAS CORPORATION, or any of its successors or assigns.
2.01 EFFECTIVE DATE, DURATION, AND TERM
A. This Agreement shall be effective on the date it has been signed b both
hereto, and shall remain in full force and effect unless and until it ex ires b o Y parties
term stated herein, or until terminated or extended as provided herein. p y Peration of the
B. The term of this Agreement is twelve (12) months from the effective date
f.
After that initial term, this Agreement may renew for successive terms for a period exheceed
three (3) years after the initial expiration of term, only upon the express written not agreement exceed
both parties and only provided Vendor has performed each and every contractual
lbof
specified in this Agreement. Y ntractual obligation
C. City reserves the right to review the relationship at any time, and m
terminate this Agreement with or without cause or may elect to continue. may elect to
3.01 CONTRACT DOCUMENTS AND EXHIBITS
City selected Vendor as the integrator of choice to supply the goods as outlined in IFB
2
04-003, Specification Number 04-983-86 and Response to IFB submitted by Vendor,
specified in Exhibit "A" attached hereto and made a part hereof for all purposes. The iall as
of
these documents is to formulate an Agreement listing the responsibilitis of both tent as
outlined in the IFB and as offered by Vendor in its Response to the IFB. parties as
The goods which are the subject matter of this Agreement are described in Exhibit "A"
and, together with this Agreement, comprise the total Agreement and they are full apart
Agreement as if repeated herein in full. Y of this
4.01 ITEMS AWARDED
All bid items on Exhibit "A" are awarded to Vendor.
5.01 COSTS
Bid costs listed on Exhibit "A" shall be the basis of any charges collected by Vendor.
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; and
D. Delivery dates.
7.01 NON -APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood
agreed that City shall have the right to terminate this Agreement at the end of an City fisc and
if the governing body of City does not appropriate funds sufficient to purchase the al year
determined by City's budget for the fiscal year in question. City may effect such term�nation by
services y
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 2251, V.T.C.A., Texas Government Code, payment
Vendor will be made within thirty (30) days of the day on which City receives theperformance,
to
supplies, materials, equipment, and/or deliverables, or within thirty (30) days of tdyon
which the performance of services was complete, or within thirty (30) days of he dayon day ch
City receives a correct invoice for the performance and/or deliverables or ervices which
whichever is
3
•
later. Vendor may charge a late fee of one percent (1%) for payments not made in accordance
with this Prompt Payment Policy; however, this Policy does not apply to payments made by Cit
in the event:Y
A. There is a bona fide dispute between City and Vendor concerning the supplies,
materials, or equipment delivered or the services performed which causes 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 any of the parties and subcontractors or
between a subcontractor and its suppliers concerning supplies, materials, or
equipment delivered or the services performed which causes the payment to be
late; or
D. Invoices are not mailed to City in strict accordance with instructions, if an on
the purchase order or the Agreement or other such contractual agreement. Y,
9.01 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.
10.01 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Vendor's charges.
11.01 ORDERS PLACED WITH ALTERNATE VENDORS
If Vendor cannot provide the g oods as specified, City r eserves the right and option
obtain the products from another supplier or suppliers. to
12.01 INSURANCE
Vendor shall meet all requirements as stated in the attached Invitation for Bid No. 04-0
and its bid response. 03
13.01 CITY'S REPRESENTATIVE
4
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Randy Barker
Purchasing Supervisor
221 E. Main Street
Round Rock, Texas 78664
512-218-3295
14.01 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other p arty for w ritten
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 ma
treat such failure as an anticipatory repudiation of this Agreement. y
15.01 DEFAULT
If Vendor abandons or defaults under this Agreement
the specified goods elsewhere, Vendor agrees that it may be
any, and that it will not be considered in the re -advertisement
be considered in future bids for the same type of work unless
changed. _
and is a cause of City purchasing
charged the difference in cost, if
of the service and that it may not
the scope of work is significantly
Vendor shall be declared in default of this Agreement if it does any of the following:
A. Fails to make any payment in full when due;
B. Fails to fully, timely and faithfully perform any of its material obligations
under this Agreement;
C. Fails to provide adequate a ssurance o f p erformance u nder t he "Right t o
Assurance" section herein; or
D. Becomes insolvent or seeks relief under the bankruptcy laws of the United
States.
16.01 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 thirty (30) days' written notice to Vendor.
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. 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 such notice of termination, Vendor
shall submit a statement showing in detail the goods and/or services satisfactorily
under this Agreement to the date of termination. City shall then pay Vendor thatportion of the
charges, if undisputed. The parties agree that Vendor is not entitled to compensate n for servi the
it would have performed under the remaining term of the Agreement except as provided herein es
17.01 INDEMNIFICATION
Vendor shall defend (at the option of City), indemnify, and hold City, its successors,
assigns, officers, employees and elected o fficials h armless from and a gainst a II s uits, 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 V endor's a gents, employees o r s ubcontractors, i n t he p erformance o f V endor's o bligations
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 Iimited 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
Vendor, its agents, employees and subcontractors shall use best efforts to comply with all
applicable federal a nd s tate 1 aws, the C harter and Ordinances of the City of Round Rock, as
amended, and with all applicable rules and regulations promulgated by local, state and nationa
boards, bureaus and agencies. l
19.01 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives t o e ach o ther w ith r espect t o t he t erms o f t his A greement. N either p arty s hall
assign, sublet or transfer any interest in this Agreement without prior written authorization of the
other party.
20.01 NOTICES
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All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
When delivered personally to the recipient's address as stated in this Agreement;
or
2. Three (3) days Mier being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Vendor:
Cintas Corporation
25 Cypress Blvd.
Round Rock, TX 78664
Notice to City:
James Nuse, City Manager
221 East Main Street AND TO:
Round Rock, TX 78664
Stephan L. Sheets, City Attorney
309 East Main Street
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 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.
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 parties hereto in writing.
23.01 DISPUTE RESOLUTION
If a dispute or claim arises under this Agreement, the parties agree to first try to resolve
the dispute or claim by appropriate internal means, including referral to each party's senior
management. If the parties cannot reach a mutually satisfactory resolution, then and in that event
any such dispute or claim will be s ought to b e r esolved w ith t he h elp of am utually s elected
7
mediator. If the parties cannot agree on a mediator, City and Vendor shall each select a mediator
and the two mediators shall agree upon a third mediator. Any costs and fees, other than attorne
fees, associated with the mediation shall be shared equally by the parties. y
City and Vendor hereby expressly agree that no claims or disputes between thearties
arising out of or relating to this Agreement or a breach thereof shall be decided byanyarbitration
proceeding, including without limitation, any proceeding under the F ederal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
24.01 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 tionon 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 accordin
generally accepted industry practices. g to
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 full
y
responsible for its delays or for failures to use best efforts in accordance with the terms of this
Agreement. Where damage is caused to City due to Vendor's failure to perform in
circumstances, City may pursue any remedy available without waiver of an of Cit 's add• tone
legal rights or remedies. Y Y lt�onal
Force Majeure. Neither City nor Vendor shall be deemed in violation of this A eement
if it is prevented from performing any of its obligations hereunder by reasons for which it
is
responsible as defined herein. However, notice of such impediment or delay in performance musot
be timely given, and all reasonable efforts undertaken to mitigate its effects.
Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be considered an original of this document; and a 11 of w hick, w hen t ak
together, shall constitute one and the same instrument. en
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IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
CITY OF ROUND ROCK, TE
B
Maxwell, Mayor
Date Signed: 3--JS-OLi
ATTEST:
CINTAS CORPORATION
By:
Title: S/1;11,61 MMOtefaf
Date Signed:
)00e. AcostA;11.
Christine R. Martinez, City Secretary
Date Signed: --c).,5— 0/4
9
D
DATE: April 6th
SUBJECT: City Manager Approval — April 21" 2006
ITEM: Consider authorizing the City Manager to execute a Supplemental
Agreement No. 2 renewal for the Purchase of Uniform Rental from Cintas Corporation
for uniform service for City personnel.
Resource: Teresa S. Bledsoe, Director, Human Resources
History: Employee uniforms are provided to ensure a proper image to the public.
To ensure best cost to the city, uniforms were bid by the City Purchasing Department on
a contractual basis. This contract is the second extension of the initial contract of the
three annual renewals for uniforms rental.
Funding:
Cost: $31,212.08
Source of funds: Utility and General Operating Budget
Outside Resources:
Public Comment:
Request for City Council/City Manager Action
Fri City Council rffii City Manager
Submit completed form for ALL City Manager and City Council approvals.
Department Name:
Contact Person:
Tag #: L
Documents
Scan'Date:
Return to:
Human Resource Project Name: Supplemental Agreement No 2 - Renewal Uniform Rental Services
Teresa Beldsoe ContractorNendor: Cintas Corporation
Project Manager/Resource: Teresa Bledsoe
Project Coordinator: Linda Gunther
Assigned Attorney: J K Gayle
Council or City Manager
Approval/Agenda Date: 4/21/2006
Blue Sheet Wording
Funding Source: General Fund & Utility Fund
Amount: $31,212.08
!Consider authorizing the City Manager to execute a Supplemental Agreement No. 2 for the Purchase of Uniform Rental from Cintas Corp for uniform service for City personnel
Finance Information
Is Funding Required?
x
Finance Approval
® Finance
Finance
XO Purchasing
D Budget
Yes ED No
Initial Construction Contract
Construction Contract Amendment #
Change Order
Change in Quantity
Unforeseen Circumstances
Initial Professional Services Agreement
Supplemental Professional Svcs. Agr. #
Purchasing/Service Agreement
Purchase Order
Item(s) to be purchased:
Amount
Other (Please clearly identify action on lines below) $31,212,08
n/a L. Olsen
N/A E. Wilson
Howard Baker
Cheryl Delaney
Date
Date
Date
Date
4/18/2006
4/18/2006
4/19/2006
4/16/2006
For Submission to ALL City Council and City Manager Action Items
Project Mgr. Signature Date
Dept. Director Signa
City Attorney Signature*:
City Manager Signature:
* Dept. Director and L
Date: I(
Date:
Date.
Approval and is required for ALL items requesting City Manager/City Council approval.
Updated 6-9-05