Contract - Unifirst Corporation - 4/14/2016CITY 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 laundr e ices, referred to herein as
the "Agreement," is made and entered into on this the day of the month of
2016, b�, 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 "City," and UNIFIRST CORPORATION, whose offices are located at 6000
Bolm Road, Austin, Texas 78721, referred to herein as "Vendor." This Agreement supersedes
and replaces any previous agreements between the named parties, whether oral or written, and
whether 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) Cooperative
and Vendor is an approved NPJA vendor; and
WHEREAS, the City desires to purchase certain goods and services from Vendor through
NPJA Cooperative 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, 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:
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 same.
00353545/ss2
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. 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.
E. Goods mean the specified supplies, materials, commodities, or equipment.
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 the
term stated herein, or until terminated or extended as provided herein.
B. The term of this Agreement shall be 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,
demurrage, 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 without 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.
2
4.01 SCOPE OF WORK
Vendor shall satisfactorily provide all deliverables and services described in Exhibit "A"
within the contract term 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 "A."
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 or services provided; and
D. Delivery or performance dates.
7.01 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.
8.01 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
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 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 if:
A. There is a bona fide dispute between City and Vendor, a contractor, subcontractor,
or supplier about goods delivered or the service performed that causes the payment to be late; or
B. 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
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
included 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
Vendor shall meet all City of Round Rock Insurance Requirements set forth at:
http://www.roundrocktexas. og v/wp-content/uplloads/2014/ 12/corr insurance 07.201 12.pdf.
13.01 CITY'S REPRESENTATIVE
City hereby designates the following representative(s) authorized to act in its behalf with
regard to this Agreement:
4
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
scopo 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 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 notice of termination, Vendor shall
submit a statement detailing the goods and/or services satisfactorily performed under this
Agreement 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.
17.01 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.
18.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
A. Vendor, its agents, employees and subcontractors shall use best efforts to comply
with all federal and state laws, City's Charter and Ordinances, as amended, and with all
applicable rules and regulations promulgated by local, state and national boards, bureaus and
agencies.
B. Vendor acknowledges and understands that City has adopted a Storm Water
Management Program (SWMP) and an Illicit Discharge Ordinance, Sections 14-139 through 14-
152 of the City's Code of Ordinances, to manage the quality of the discharges from its Municipal
Separate Storm Sewer System (MS4) and to be in compliance with the requirements of the Texas
Commission on Environmental Quality (TCEQ) and the Texas Pollutant Discharge Elimination
System (TPDES). The Services Provider agrees to perform all operations on City -owned
facilities in compliance with the City's Illicit Discharge Ordinance to minimize the release of
pollutants into the MS4. The Services Provider agrees to comply with of the City's stormwater
control measures, good housekeeping practices and any facility specific stormwater management
operating procedures specific to a certain City facility. In addition, the Services Provider agrees
to comply with any applicable TCEQ Total Maximum Daily Load (TMDL) Requirements and/or
I -Plan requirements.
2
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:
A. When delivered personally to recipient's address as stated in this Agreement; or
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:
Unifirst Corporation
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 r,;presentatives 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
City and Vendor. This Agreement may only be amended or supplemented by mutual agreement
of the parties hereto in writing, duly authorized by action of the City Manager or City Council.
7
23.01 DISPUTE RESOLUTION
City and Provider 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.
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
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.
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 these
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.
8
IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
City of Round Rock, Texas
Printed Name:
1�171�L�lL�
I%.moi
Date
For City, Attest:
By:� �• ,
SararWhite, City Clerk
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Unifirst Corpo
By:
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Title: (7► PMI &i -
Date Signed: AkA4M 1- 10, Ao l ka
For Ctzt
as t Form:
By:
Stephan L. Sheets, City Attorney
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Forms provided by Texas Ethics Commission www. ethics. state. ix. us Version V1.0.34944
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
101`1
Complete Nos. 1- 4 and 6 if there are interested parties.
OFFICE USE ONLY
Complete Nos. 1, 2, 3, 5, and 6 if (here are no interested parties.
CERTIFICATION OF FILING
Certificate Number:
1 Name of business entity filing form, and the city, state and country of the business entity's place
of business.
2016-13495
UniFirst Corporation
Austin, TX United States
Date Filed:
02115/2016
2 Name of governnnental entity or state agency that Is a party to the contract for which the form is
being filed.
City of Round Rock
Date Acknowledged:
3
Provide the Identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the goods or services to be provided under the contract.
Uniforms
Uniform service
4
Name of Interested Party
City, State, Country (place of business)
Nature of interest (check applicable)
Controlling
Intermediary
5
Check only If there Is NO Interested Party. ❑
X
6
AFFIDAVIT I swear, or affirm, under pen perjury, that the above disclosure is true and correct.
CHRISTINE C. RAMON
N6(afy ID # 129811275
*w�'11
My Commission Expires14 May 7,
2018 ignatur f authorized agent of contracting business entity
7
AFFIX NOTARY STAMP 1 SEAL ABOVE
C �La
Z-L��
;
Sworn to and subscribed before me, by the said �,y� —I sUY� , this the
/ 7/ day of T
20to certify which, witness my hand and seal of office.
C', /< 1 M&,.
16L%`"
Signature of officer administering oath Printed name of officer administering oath
Title of officer administering oath
Forms provided by Texas Ethics Commission www. ethics. state. ix. us Version V1.0.34944
CERTIFICATE OF INTERESTED PARTIES
FORM 129`J
lofl
Complete Nos. 1- 4 and 6 if there are interested parties.
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties.
OFFICE USE ONLY
CERTIFICATION OF FILING
Certificate Number:
2016-13495
Date Filed:
02/15/2016
Date Acknowledged:
02/16/2016
1 Name of business entity filing form, and the city, state and country of the business entity's place
of business.
UniFirst Corporation
Austin, TX United States
2 Name of governmental entity or state agency that is a party to the contract for which the form is
being filed.
City of Round Rock
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the goods or services to be provided under the contract.
Uniforms
Uniform service
4
Name of Interested Party
City, State, Country (place of business)
Nature of interest (check applicable)
Controlling
Intermediary
5 Check only if there is NO Interested Party. ❑
X
6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct.
Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP / SEAL ABOVE
Sworn to and subscribed before me, by the said this the day of
20 , to certify which, witness my hand and seal of office.
Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath
Fnrms nrnvirlerl by Texas Fthics Commission www_ethics.state.tx.us
Version V1.0.34944