R-2016-3348 - 4/14/2016RESOLUTION NO. R-2016-3348
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
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The City Council hereby finds and declares that written notice of the date, hour, place an4-
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RESOLVED this 14th day of April, 2016.
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ALAN MCGRAW, Mayor
City of Round Rock, Texas
ATTEST:
SARA L. WHITE, City Clerk
0MA604;003548M
EXHIBIT
"All
CITY OF ROUND ROCK AGREEMENT
FOR PURCHASE OF UNIFORM RENTAL
AND LAUNDRY SERVICES FROM
UNIFIRST CORPORATION
THE STATE OF TEXAS §
CITY OF ROUND ROCK §
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS
KNOW ALL BY THESE PRESENTS:
This Agreement for provision of uniform rental and laundry services, referred to herein
the "Agreement," is .i. i entered into on da ♦,.
----9 2016, by and between the CITY OF ROUND ROCK, TEXAS, a home-ru
municipality whose r ♦ 'i ♦ +� Rock, Texas
referred to herein as "City," ♦CORPORATION,♦ offices <,located 600 �%
i♦ Road, :� ..:i • .; .. i• Agreement ., ., Vii,,, .,♦.
♦ i .. i' ..��', between named ♦ ♦ iiwhether or not established by custom and practice.
RECITALS:
WHEREAS, City desires to contract for the purchase of uniform rental and laundry
services, and City desires to purchase same from Vendor; and
WHEREAS, City is a member of National Joint Powers Alliance (NJPA) Cooperativ�
i Vendor is an approved NPJA vendor; and
WHEREAS, the City desires to purchase certain goods and services from Vendor through
NPJA Cooperative as set forthand
WHEREAS,parties desire o enter into this Agreementto set forth► their
respective rights, duties, and obligations;
NOW, THEREFORE, WITNESSETH:
valuableThat for and in consideration of the mutual promises contained herein and other good and
♦, ♦. , receipt i sufficiency of - hereby♦ ..♦ the parties
agreemutually
1.01 DEFINITIONS
C. Effective Date means the date upon which the binding signatures of both parties
to this Agreement are affixed.
D. Force Majeure means acts of God, strikes, lockouts, or other industrial
disturbances, acts of the public enemy, orders of any kind from the government of the United
States or the State of Texas or any civil or military authority, insurrections, riots, epidemics,
landslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the government
and the people, civil disturbances, explosions, or other causes not reasonably within the control
of the party claiming such inability.
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F. Services mean work performed to meet a demand or effort by Vendor to comply
with promised delivery dates, specifications, and technical assistance specified.
F. Vendor means Unifirst Corporation or any of its corporate structures, successors
or assigns.
2.01 EFFECTIVE DATE, INITIAL TERM, AND 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 thi
term stated herein, or until terminated or extended as provided herein.
B. The term of this Agreement shall •' for five (5) consecutive twelve-month
periods from the effective date hereof.
C. Prices shall be firm for the duration of this Agreement. No separate line item
charges shall be permitted for invoicing purposes, including but not limited to equipment rental,
iemurrage, costs associated with obtaining permits, or any other extraneous charges.
D. City reserves the right to review the relationship at any time, and may elect to
terminate this Agreement with or • cause or may elect to continue.
3.01 CONTRACT DOCUMENTS AND EXHIBITS
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 fully a part of this
Agreement as if repeated herein in full.
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4.01 SCOPE OF WORK
Vendor shall satisfactorily provide all deliverables and services described in Exhibit "A"
within the contract tenn specified. A change in the Scope of Services and any additional fees
related thereto must be negotiated and agreed in all relevant details, and must be embodied in a
valid Supplemental Agreement as described herein.
5.01 COSTS
City agrees to pay Vendor the amounts set forth in Exhibit "A" for the various bid items
listed in Exhibit
6.01 INVOICES
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7.01 NON -APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and
r e4. t!tat City- �igiLL-LW,-UIILULUULAgretwient,—."-fe-m4, of,?.ny Citv fisc.91
8.01 PROMPT PAYMENT POLICY
In accordance with Chapter 225 1, 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 if -
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B. There is a bona fide dispute between Vendor and a subcontractor or between a
ii&wef
payment to be ator
C. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
D. The invoice is not mailed to City in strict accordance with any instruction on the
purchase order relating to the payment.
9.01 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without incurring any
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
�ncluded in Vendor's charges.
11.01 ORDERS PLACED WITH ALTERNATE VENDORS
If Vendor cannot provide the goods as specified, City reserves the right and option to
obtain same from another source or supplier(s).
12.01 INSURANCE
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13.01 CITY'S REPRESENTATIVE
City hereby designates the following rertive(s) authorized to act in its behalf with
regard to this Agreement:
11
Ron Hunter
Purchasing Manager
City of Round Rock
221 E. Main Street
Round Rock, Texas 78664
(512) 218-5442
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 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.
15.01 DEFAULT
If Vendor abandons or defaults hereunder and is a cause of City purchasing the specified
services elsewhere, Vendor agrees that it will not be considered in the re -advertisement of the
service and that it may not be considered in future bids for the same type of work unless the
scope of work is significantly changed. 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
hereunder;
C. Fails to provide adequate assurance of performance under the "Right to
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, in the event of
material and substantial breach by City, or by written mutual agreement to terminate.
5
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 Vendo
19.01 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.
20.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
B. 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:
TOM
6000 Bolm Road
Austin, TX 78721
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
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
Qyemei by an,O, construe I
22.01 EXCLUSIVE AGREEMENT
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23.01 DISPUTE RESOLUTION
City and Provider hereby expressly agree that no claims or disputes between the parties
proceeding, including without limitation, any proceeding under the Federal 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
such 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 hereof shall not prevent this entire Agreement from
being void should a provision that is of the essence of this Agreement be determined to be void.
25.01 MISCELLANEOUS PROVISIONS
Standard of Care. Vendor represents that it employs trained, experienced and
comp,etent 1,persons to perform all of the services, responsibilities and duties syecified herein ant
that such services, responsibilities and duties shall be performed in a manner according to
generally accepted industry practices.
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 fully
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 thes*
circumstances, City may pursue any remedy available without waiver of any of City's additional
legal rights or remedies.
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.
IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
City of Round Rock, Texas
By:
Printed Name:
Title:
Date Signed:
For City, Attest:
By:
Sara L. White, City Clerk
Unifirst Corporation
By:
Printed Name:
Title:
Date Signed:
For City, Approved as to Form:
By:
Stephan L. Sheets, City Attorney
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