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R-03-11-13-11F1 - 11/13/2003RESOLUTION NO. R -03-11-13-11F1 WHEREAS, the City of Round Rock has duly advertised for bids for the purchase of automotive parts and batteries, and WHEREAS, Arnold Oil Company dba A -Line Auto Parts has submitted the lowest responsible bid, and WHEREAS, the City Council wishes to accept the bid of Arnold Oil Company dba A -Line Auto Parts, Now Therefore 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 Agreement for Purchase of Automotive Parts and Batteries with Arnold Oil Company dba A -Line Auto Parts, a copy of said Agreement attached hereto as Exhibit "A" and incorporated herein. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 13th day of November, 2003. ATTE ben .$w- , -Mayo City of Round Rock, Texas CHRISTINE R. MARTINEZ, City Secretar @PFDesktop\::ODMA/WORLDOX/O:/WDOX/RESOLUTI/R31113F1.WPD/sc CITY OF ROUND ROCK AGREEMENT FOR PURCHASE OF AUTOMOTIVE PARTS AND BATTERIES FROM ARNOLD OIL COMPANY dba A -LINE AUTO PARTS THE STATE OF TEXAS CITY OF ROUND ROCK COUNTY OF WILLIAMSON KNOW ALL BY THESE PRESENTS: That this Agreement for Purchase of Automotive Parts and Batteries (referred to herein as the "Agreement") is made and entered into on this the day of the month of 2003, 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 ARNOLD OIL COMPANY dba A -LINE AUTO PARTS, whose offices are located at 308 North Mays, Round Rock, Texas 78664 (referred to herein as the "Vendor"). This Agreement supersedes and replaces any previous agreement between the named parties, whether oral or written, and whether or not established by custom and practice. RECITALS: WHEREAS, City desires to purchase automotive maintenance and repair parts and batteries for City's fleet from Vendor; and WHEREAS, City has issued its "Invitation for Bid" for City to provide said automotive parts and batteries, and City has selected the Bid submitted by Vendor; 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 specified goods. The Agreement includes the following: (a) City's Invitation for Bid designated as IFB 03-016, Specification Number 03-060-00; (b) Vendor's Response to IFB; (c) the contract award; and (d) 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 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 means the specified supplies, materials, or equipment. F. Vendor means Arnold Oil Company dba A -Line Auto Parts, 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 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 is twelve (12) months from the effective date hereof. After that initial term, this Agreement may renew for successive terms for a period not to exceed four (4) years after the initial expiration of term, only upon the express written agreement of both parties and only provided Vendor has performed each and every contractual obligation specified in this Agreement. C. 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. 2 3.01 CONTRACT DOCUMENTS AND EXHIBITS City selected Vendor as the integrator of choice to supply the goods as outlined in IFB 03- 016, Specification Number 03-060-00 and Response to IFB submitted by Vendor, all as specified in Exhibit "A" attached hereto and made a part hereof for all purposes. The intent of these documents is to formulate an Agreement listing the responsibilities of both parties as outlined in the IFB and as offered by Vendor in its Response to the IFB. 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. 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 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, payment to Vendor 3 will be made within thirty (30) days of the day on which City receives the performance, supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for the performance and/or deliverables or services, whichever is 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 City in the event: 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 any, on the purchase order or the Agreement or other such contractual agreement. 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 goods as specified, City reserves the right and option to obtain the products from another supplier or suppliers. 12.01 INSURANCE Vendor shall meet all requirements as stated in the attached Invitation for Bid No. 03-016 and its bid response. 4 13.01 CITY'S REPRESENTATIVE City hereby designates the following representative authorized to act in its behalf with regard to this Agreement: Todd Keltgen Public Works Operations Manager 2008 Enterprise Round Rock, Texas 78664 512-218-5583 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 under this Agreement and is a cause of City purchasing the specified goods elsewhere, Vendor agrees that it may be charged the difference in cost, if any, and 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 under this Agreement; 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. 5 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 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 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. 19.01 ASSIGNMENT AND DELEGATION The parties each 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: 6 1. When delivered personally to the recipient's address as stated in this Agreement; or 2. 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: Arnold Oil Company dba A -Line Auto Parts 308 North Mays 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 sought to be resolved with the help of a mutually selected 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 attorney fees, associated with the mediation shall be shared equally by the parties. 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 7 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 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. 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. Force Majeure. Neither City nor Vendor shall be deemed in violation of this Agreement if it is prevented from performing any of its obligations hereunder by reasons for which it is not responsible as defined herein. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. Multiple Counterparts. This Agreement maybe 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 ATTEST: By: Nyle Maxwell, Mayor Christine R. Martinez, City Secretary Date Signed: Date Signed: 8 ARNOLD OIL COMPANY dba A-LINE AUTO PARTS By: Title: Date Signed: 9 EXHIBIT A acknowledges VENDOR'S BID RESPONSE INVITATION FOR BID NO. 03-014 SPECIFICATION FOR AUTOMOTIVE PARTS, NO. 03-060-00 6 LIDS ARE DUE TO THE PURCHASING OFFICE ,T THE ABOVE ADDRESS BEFORE BID )PENING TIME. WOICE TO: City of Round Rock Finance Department 221 East Main Street Round Rock, Texas 78664-5299 ID F.O.B. DESTINATION, FREIGHT PREPAID AND .LLOWED UNLESS OTHERWISE SPECIFIED BELOW )ESTINATION: City Shop 901 Luther Peterson Round Rock, TX 78664 • INVITATION FOR BID (IFB) CITY OF ROUND ROCK PURCHASING OFFICE 221 E. Main Street Round Rock, Texas 78664-5299 FACIMILE RESPONSES SHALL NOT BE ACCEPTED SHOW BID OPENING DATE & BID NUMBER IN LOWER LEFT HAND CORNER OF SEALED BID ENVELOPE & SHOW RETURN ADDRESS OF BIDDING FIRM. AUTOMOTIVE PARTS DATE: AUGUST 18, 2003 1 of 1 BIDDING INFORMATION: BID NUMBER 03-016 OPENING DATE: 9/2/2003 at 3:00 P.M. BID LOCATION: 221 E. Main Street, 1st Floor Council Chambers, Round Rock, TX 78664 RETURN SIGNED ORIGINAL AND ONE COPY OF BID BIDDER SHALL SIGN BELOW Failuye4p signd will disqualify bid 4-/- 3 SEE 1.6 ON BACK FOR INSTRUCTIONS: ............. ..... ............................................................. CLASS & ITEM DESCRIPTION . 060-00 . TAX ID NO.: - 0 8 1 > e ' IJ D-6*I1 . A-- F' LEGAL BUSINESS NAME: d ADDRESS: `30 A s • . I . tu3 L' , f IN 724 ADDRESS: CONTACT: i-�� _ a • - - - GRAND TOTAL TELEPHONE NO.: 5S-3 o4 BUSINESS ENTITY TYPE: 3y the signature hereon affixed, the bidder hereby certifies that neither the bidder nor the entity represented by the bidder, or anyone acting for such entity has violated the antitrust iws of this State, codified in Section 15.01 et seq., Texas Business and Commerce Code, or the Federal antitrust laws, nor communicated directly or indirectly, the bid made to any •mpetitor or any other person engaged in such line of business.' lidder agrees to comply with all conditions set forth below and on the reverse side of.this IFB. ...................... TEM NO. ............. ..... ............................................................. CLASS & ITEM DESCRIPTION . 060-00 . .................................... QTY . UNIT ... . MAKEJMODEL APL ..................................................... - UNIT PRICE EXTENSION • . This solicitation is to establish a twelve-month supply agreement for automotive repair and maintenance parts with the option to extend four additional twelve-month periods, in accordance with Specification No. 03-060-00,dated 08-2003 attached (5 pgs) - PLEASE SEE ATTACHED BID SHEET PRICES SHALL INCLUDE ALL COST FOR SERVICES PROVIDED AS WELL AS ANY DELIVERY. No guarantee of any minimum or maximum purchase is made or implied. The City will only order the amount needed to satisfy operating requirements, which may be more or Tess than indicated. Best Bid Evaluation: All bids received shall be evaluated based on the best value for the City, which will be determined by considering all or part of the following criteria: Bid price, Delivery, Reputation of the bidder and Bidder's past relationship w/City. CURRENT JOBBER'S LIST SHALL BE INCLUDED WITH RESPONSES FAILURE Tp COMPLY SHALL DISQUALIFY BID FROM AWARD. References`:• - - (/ Nametit) f3`AtAdied Phone � �2 ! z , - • • a • - - - GRAND TOTAL ; c- ` , - . • • Name I c,2- A . PhoneT 4 2 -6 13 7 •Name I)-mS to Phone?/3— 7!-(,83P NOTE: ONE OR MORE AWARDS MAY BE FOR ALL ITEMS LISTED. OR IN PART, WHICHEVER IS IN THE BEST INTEREST OF THE CITY. ITEMS BELOW APPLY TO AND BECOME A PART OF TERMS AND CONDITIONS OF BID ANY EXCEPTIONS THERETO MUST BE IN WRITING 1. BIDDING REQUIREMENTS: 1.1 Bidding requires pricing per unit shown and extensions. If trade discount is shown on bid, it should be deducted and net line extensions shown. Bidders guarantees product offered will meet or exceed specifications identified in this Invitation For Bid (IFB). 1.2 Bids should be submitted on this form. Each bid shalt be placed in a separate envelope completely and properly identified. See instructions on reverse side. Bids must be in the office of the City Purchasing Agent before the hour and date specified on the reverse side of this IFB. 1.3 Late bids properly identified will be retumed to bidder unopened. Late bids will not be considered. 1.4 Bid F.O.B. destination, freight, prepaid,& allowed unless otherwise specified on the IFB. If otherwise, show exact cost to deliver. 1.5 Bid unit price on quantity and unit of measure specified, extend and show total. In case of errors in extension, unit prices shall govern. Bids subject to unlimited price increase wit not be considered. 1.6 Bid prices shall be firm for acceptance 30 days from bid opening date. "Discount from List" bids are not acceptance unless requested. Cash discount will not be considered in determining the low bid. All cash discounts offered will be taken if eamed. 1.7 Bids shall give Tax Identification Number, full name and address of bidder. Failure to sign will disqualify bid. Person signing bid shall show tittle and authority to bind signatories firm in a contract. Firm name should appear on each page in the block provided in the upper right comer. Business Entity shall be one (1) of the following: Individual, Partnership. Sole Proprietorship, Estate/Trust, Corporation, Governmental,. Non-profit, all others shall be specified. INDIVIDUAL: List name and number as shown on Social Security Card. SOLE PROPRIETORSHIP; List legal name followed by legal business name and Social Security Number. ALL OTHERS; List legal name of entity and Tax Identification Number (Tin). 1.8 Bid cannot be altered or amended after opening time. Any Alterations made before opening time shall be initialed by bidder or an authorized agent. No bid can be withdrawn after opening time without approval of the CITY based on a written acceptable reason. 1.9 The City is exempt from State Sales Tax and Federal Excise Tax. Do not include tax in bid. 1.10 The City reserves the right to accept or reject all or any part of bid, waive minor technicalities and award the bid to best serve the interests of the City, Split awards may be made at the sole discretion of the City. 1.11 Consistent and continued tie bids could cause rejection of bids by the City and/or investigation for antitrust violations. 1.12 Telephone bids and facsimile bids are not acceptable in response to the IFB. 1.13 CAUTION: Bid invitation allows sufficient time for receipt of the preferred mail response. The City shall not be responsible for bids received late, illegible, incomplete, or otherwise non-responsive 2. SPECIFICATION: 2.1 Any catalog, brand name or manufacturer's reference used in IFB is descriptive only (not restrictive), and is used to indicate type and quality desired. Bids on brands of like nature and quality will be considered unless advertised under the provisions of Section 252.022 of the Texas Local Govemment Code. If other than brand(s) specified is offered, illustrations and complete descriptions of product offered are requested to be made a part of the bid. If bidder takes no exceptions to specifications or reference data in bid, bidder will be required to fumish brand names. numbers, etc, as specified in the IFB. 2.2 All items bid shall be new, in first lass condition, including containers suitable for shipment and storage, unless otherwise indicated in IFB. Verbal agreements to the contrary will not be recognized. 2.3 Samples, when requested, must be furnished free of expense to the City. If not destroyed in examination, they will be retumed to the bidder, on request, at bidder expense. Each example should be marked with bidders' name and address. City bid number and code. Do not enclose in or attach to bid. 2.4 The City will not be bound by any oral statement or representation contrary to the written specifications of this IFB. 2.5 Manufacturer's standard warranty shall apply unless otherwise stated in the IFB. 3. TIE BIDS: In case of tie bids, the award will be made in accordance with Section 271.901 of the Texas Local Government Code. 4. DELIVERY: 4.1 Bid should show number of days required to place material in City's designated location under normal conditions. Failure to state deliver time obligates bidder to complete delivery in fourteen (14) calendar days. Unrealistically short or long delivery promises may cause bid to be disregarded. Consistent failure to meet delivery promises without valid reason may cause removal from bid list. (See 4.2 following.) 4.2 If delay is foreseen, contractor shall give written notice to the City. The City has the right to extend delivery date if reasons appear valid. Contractor must keep the City advised at all times of status of order. Default in promised delivery (without acceptable reasons) or failure to meet specifications, authorizes the City to purchase supplies elsewhere and charge full increase, if any, in cost and handling to defaulting contractor. 4.3 No substitutions or cancellations permitted without written approval of the City. 4.4 Delivery shall be made during normal working hours only, unless prior approval for late delivery has been obtained from the City, unless otherwise specified in the IFB. 5. INSPECTION AND TESTS: Alt goods will be subject to inspection and test by the City to the extent practicable at all times and places. Authorized City personnel shall have access to any supplier's place of business for the purpose of inspecting merchandise. Tests may be performed on samples submitted with the bid or on samples taken from regular shipments. If the products tested fail to meet or exceed all conditions and requirements of the specifications, the cost of the sample used and the cost of the testing shall be bome by the supplier. Goods which have been delivered and rejected in whole or in part may, at the City's option, be retumed to the Vendor or held for disposition at Vendor's risk and expense. Latent defects may result in revocation of acceptance. 6. AWARD OF CONTRACT: A response to an IFB is an offer to contract with the City based upon the terms, conditions, and specifications contained in the IFB Bids do not become contracts unless and until they are accepted by the City through its designates and a purchase order is issued. The contract shall be govemed, construed. and interpreted under the Charter of the City and the laws of State of Texas. All contracts are subject to the approval of the City Council. 7. PAYMENT: Vendor shall submit three (3) copies of an invoice showing the purchase order number on all copies. 8. PATENTS AND COPYRIGHTS: The contractor agrees to protect the City from claims involving infringements of patents or copyrights. 9_ VENDOR ASSIGHNMENTS: Vendor hereby assigns to purchaser any and all claims for overcharges associated with this contract, which arise under the antitrust laws of the State of Texas. Tx, Bus. And Comm. Code Ann. Sec. 15.01, et seq. (1967). 10. BIDDER AFFIRMATION: 10.1 Signing this bid with a false statement is a material breach of contract and shall void the submitted bid or any resulting contracts, and the bidder shall be removed from all bid lists. By signature hereon affixed, the bidder hereby certifies that: 10.2 The bidder has not given, offered to give, nor intends to give any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, tip, favor, or service to a public servant in connection with the submitted bid. 10.3 The bidder is not currently delinquent in the payment of any debt owed the City. 10.4 Neither the bidder nor the firm, corporation, partnership, or any entity represented by the bidder, or anyone acting for such firm, corporation, or entity has violated the antitrust laws of this State codified in Section 15.01 et. Seq. Texas Business and Commercial Code, or the Federal Antitrust Laws, nor communicated directly or indirectly the bid made to any competitor, or any other person engaged in such line of business. 10.5 The bidder has not received compensation for participation in the preparation of the specification for this IFB. 11. NOTE TO BIDDERS: Any terms and conditions attached to bid will not be considered unless the bidder specifically references them on the front of this bid form. WARNING: Such terms and conditions may result in disqualification of the bid (e.g. bids with the laws of a state other than Texas requirements for prepayment. Limitations on remedies, etc.) The City of Round Rock can only accept bids which contain all the terns and conditions of its formal IFB; in .particular, all bidders affirmations and certifications must be included. Submission of bids on forms other than City bid form may result in disqualification of your bid. 12. INQUIRIES: Inquiries pertaining to bid invitations must give bid number. codes. and opening date. CITY OF ROUND ROCK SPECIFICATION NO. 03-060-00 DATED: AUGUST 2003 AUTOMOTIVE PARTS AND BATTERIES 1. PURPOSE: The City seeks a multi-year contract for the supply and delivery of various automotive maintenance and repair parts for the City's fleet. These specifications shall become part of the resulting contract. 2. DEFINITIONS: The following definitions will be used for identified terms throughout the specification and bid document: 2.1. Bidder identified throughout this specification shall describe persons and entities that consider themselves qualified to provide the goods and/or services. 2.2. City — Identifies the City of Round Rock, Williamson County, Texas. 2.3. Contract — A mutually binding legal document obligating the Contractor to furnish the goods, equipment or services, and obligating the City to pay for same. 2.4. Contractor — A person or business enterprise providing goods, equipment, labor and/or services to the City as fulfillment of obligations arising from a contract or purchase order. 2.5. Goods represent materials, supplies, commodities and equipment. 2.6. Purchase Order - is an order placed by the Purchasing Office for the purchase of Goods or Services written on the City's standard Purchase Order form and which, when accepted by the Bidder, becomes a contract. The Purchase Order is the Bidder's authority to deliver and invoice the City for Goods or Services specified, and the City's commitment to accept the Goods or Services for an agreed upon price. 2.7. Subcontractor - Any person or business enterprise providing goods, equipment, labor, and/or services to a Contractor if such goods, equipment, labor, and/or services are procured or used in fulfillment of the Contractor's obligations arising from a contract with the City. 3. CLARIFICATION: For clarification of specifications, bidders may contact: Joe Rendon — Shop Superintendent (512) 218-5565 Gabriel Apodaca — Parts Specialist (512) 218-5567 The individuals listed above may be contacted by telephone or visited for clarification of the specifications only. No authority is intended or implied that specifications may be amended or alterations accepted prior to bid opening without written approval of the City of Round Rock through the Purchasing Manager. PART I GENERAL CLAUSES AND CONDITIONS 1. BEST BID EVALUATION: All bids received shall be evaluated based on the best value for the City. Best value will be determined by considering all or part of the criteria listed, as well as any relevant criteria specifically listed in the solicitation. 1.1. Bid price. 1.2. Reputation of the bidder and of bidder's goods and services. 1.3. The quality of the bidder's goods or services. Page 1 of 5 SPECIFICATION NO. 03-060-00 DATED: AUGUST 2003 1.4. The extent to which the goods or services meet the City's needs. 1.5. Bidder's past relationship with the City. 2. The equipment furnished under this specification shall be the latest improved model in current production, as offered to commercial trade, and shall be of quality workmanship and material. The bidder represents that all equipment offered under this specification shall be new. USED, SHOPWORN, DEMONSTRATOR, PROTOTYPE, OR DISCONTINUED MODELS ARE NOT ACCEPTABLE. 3. Bidder should submit with their bid, the latest printed literature and detailed specification on equipment the bidder proposes to furnish. 4. The unit shall be completely assembled and adjusted, and all equipment including standard and supplemental shall be installed and the unit made ready for continuous operation. 5. All parts not specifically mentioned that are necessary for the unit to be complete and ready for operation, or which are normally furnished as standard equipment, shall be furnished by the contractor. All parts shall conform in strength, quality and workmanship to the accepted standards of the industry. 6. The unit provided shall meet or exceed all federal and State of Texas safety, health, lighting and noise regulations and standards in effect and applicable to equipment furnished at the time of manufacture. 7. The City of Round Rock is committed to procuring quality goods and equipment. We encourage manufacturers to adopt the International Organization for Standardization (ISO) 9001-9003, latest revision standards, technically equivalent to the American National Standards Institute/American Society for Quality Control (ANSI/ASQC Q91-93 1987), and obtain certification. Adopting and implementing these standards is considered beneficial to the manufacturer, the City, and the environment. It is the City's position that the total quality management concepts contained within these standards can result in reduced production costs, higher quality products, and more efficient use of energy and natural resources. Manufacturers should note that future revisions to this specification might require ISO certification. 8. Any variation from this specification must be indicated on the bid or on a separate attachment to the bid. The sheet shall be labeled as such. 9. It is the intent of the City to purchase good and equipment having the least adverse environmental impact, within the constraints of statutory purchasing requirements, departmental needs, availability, and sound economical considerations. Suggested changes and environmental enhancements for possible inclusion in future revisions of this specification are encouraged. 10. ABANDONMENT OR DEFAULT: A Contractor who abandons or defaults the work on the contract and causes the City to purchase the goods or services elsewhere may be charge the difference in cost if any and will not be considered in the re -advertisement of the service and may not be considered in future bids for the same type of work unless the scope of work is significantly changed. 11. COMPLIANCE WITH LAWS: The successful bidder shall comply with all federal, state, and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any court or administrative bodies or tribunals in any matter affecting the performance of the resulting contract, including without limitation, workers' compensation laws, minimum and maximum salary and wage statutes and regulations, and licensing laws and regulations. When requested, the Contractor shall furnish the City with satisfactory proof of its compliance. Page 2 of 5 4D 1 DESCRIPTION J Power steering pump. Acceptable brands: Everco Edelman And OEM. ra to -4 ..J • '0 U 4.4 oO a) Water pumps: Acceptable brands: Seal power and OEM U joints: Acceptable brands: Precision, Spicer, Seal Power, and OEM SPECIFICATION NO. 03-060-00 DATED: AUGUST 2003 12. INDEMNITY: Contractor shall indemnify, save harmless and defend the City, its officers, agents, servants, and employees from and against any and all suits, actions, legal proceedings, claims, demands, damages, costs, expenses, attorney's fees and any and all other costs or fees incident to the performance of the resulting contract and arising out of a willful or negligent act or omission of the Contractor, its officers, agents, servants and employees. 13 NON -APPROPRIATION: The resulting contract is a commitment of the City's current revenues only. It is understood and agreed the City shall have the right to terminate the contract at the end of any City fiscal year if the governing body of the City does not appropriate funds sufficient to purchase the estimated yearly quantities, as determined by the City's budget for the fiscal year in question. The City may effect such termination by giving contractor a written notice of termination at the end of its then current fiscal year 14. LIENS: Contractor agrees to and shall indemnify and save harmless the City against any and all liens and encumbrances for all labor, goods and services which may be provided under the resulting contract. At the City's request the Contractor or subcontractors shall provide a proper release of all liens or satisfactory evidence of freedom from liens shall be delivered to the City. 15. VENUE: Both the City and the Contractor agree that venue for any litigation arising from a resulting contract shall lie in Williamson County. 16. INDEPENDENT CONTRACTOR: It is understood and agreed that the Contractor shall not be considered an employee of the City. The Contractor shall not be within protection or coverage of the City's Worker' Compensation insurance, Health Insurance, Liability Insurance or any other insurance that the City from time to time may have in force and effect. 17. INVOICING: Contractor shall submit one original and one copy of each invoice on a monthly basis to the following address: City of Round Rock Finance Department 221 East Main Street Round Rock, TX78664-5299 18. PROMPT PAYMENT POLICY: Payments will be made within thirty days after the City receives the supplies, materials, equipment, or the day on which the performance of services was completed or the day on which the City receives a correct invoice for the supplies, materials, equipment or services, whichever is later. The Contractor may charge a late fee (fee shall not be greater than that which is permitted by Texas law) for payments not made in accordance with this prompt payment policy; however, this policy does not apply to payments made by the City in the event: 18.1. There is a bona fide dispute between the City and Contractor concerning the supplies, materials, services or equipment delivered or the services performed that causes the payment to be late; or 18.2. the terms of a federal contract, grant, regulation, or statute prevent the City from making a timely payment with Federal Funds; or 18.3. the is a bona fide dispute between the Contractor and a subcontractor or between a subcontractor and its suppliers concerning supplies, material, or equipment delivered or the services performed which caused the payment to be late; or 18.4. the invoice is not mailed to the City in strict accordance with instructions, if any, on the purchase order or contract or other such contractual agreement. Page 3 of 5 r,) 0 0 DESCRIPTION ry ES r-+ Q) 0 ,o O 0 ,0 0 Q) 0 is o � N N o4 0 a) a > O c4 U 0 w rigs O cS � N O U w O VI 4 U 0 1 0 04,3 I 0 vi ES al) a) o En EA • 0 a: ..0 3 0 o boo E .. p"1., o~ g o -'' tio v; b '� ,00 CI CI eit- W , o O ott cs U r ct ' Iti . 4c-4 Q) Z. Pr a) 0 L. Ngo ...�'oc� Q.t1 o U U U L •-‘-' - . _ Oif;U 0) ... •� U t tu °ycc)v o 'ie W v) ' 4 W tt •• W 'Z3 O L.H O N )...4 O Zie rid 4.,_ or a v 44 a o '� o wtzi L. -0 u. Ed U - o + o > otEt oo v o 3 > �0, 0 0 Q. ts 0 •0 oc:i c'o N0-4 Ocncil ctib cn > o) a) ki •j tz cd 735 b s5 .. > 1 '� vvi v," "' o o •. a3 „C ct ii) En iii ^ iii N p 4,8 t, v) tj v) fi,� � C7CCS � rte, r -i 1•-1 r+( r •" vi Itt ti O W •O cztp Q+ O 4> U 3 0 tO 1€3 V 4) v > wv 0 o o ai Et tii Q. v; .b s , Et o _ U 2•.fl 0 U vi 'd tijd 0 o cd -io V � � a) vi 44 '" N >+Cii O •— o s 'izt w O Qa) , cd 0 , Q) Vb O ES bb•bf) vi 0 OU 'N .4 . y . t,) > bA .•O Z bilo r.3 .. 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Any negative responses received may result in disqualification of bid. 5.6. Identify any subcontractors to be used for this project. Experience, qualifications and references of the subcontractors shall be submitted. The City reserves the right to approve or disapprove all subcontractors prior to any work being performed. 6. MATERIAL SAFETY DATA SHEET (MSDS): Bidders shall provide the City with MSDS on all applicable materials bid in accordance with all Federal, State and local laws, regulations, statues and ordinances. PART III CONTRACT TERMS AND CONDITIONS 1. CONTRACT: The term of this contract shall be for a twelve-month period of time from the date of award. Prices shall be firm for the duration of the agreement, except as provided for herein. This contract may be renewed for four additional periods of time not to exceed twelve months for each renewal provided both parties agree. The City reserves the right to review the Vendor's performance at the end of each twelve month period of time and to cancel the contract (without penalty) or continue the contract through the next period. 2. RULES, REGULATIONS, LAWS, ORDINANCES AND LICENSES: Contractor shall observe and obey all laws, ordinances, rules, and regulations of the federal, state and local government which may be applicable to the supply of these products or service. 3. ORDER QUANTITY: The quantities shown on the IFB are estimates only. No guarantee of any minimum or maximum purchase is made or implied. The City will only order the services needed to satisfy operating requirements, which may be more or less than indicated. 4. PRICE ADJUSTMENT: The City may permit "unit price" adjustments upward, only as a result of a cost increase in services in accordance with the Producers Price Index. Any price increase shall be requested by the contractor in writing and accompanied with the appropriate documentation to justify the increase. The vendor may offer price decreases at in any time. 5. CANCELLATION: Either party may cancel the contract, without penalty, by providing 30 days prior written notice to the other party. Termination under this paragraph shall not relieve the Contractor of any obligation or liability that has occurred prior to cancellation. NOTE: This contract is subject to cancellation, without penalty at any time the City deems the vendor to be non-compliant with contractual obligations. 6. CONTRACT ADMINISTRATOR: All work performed under this contract will be supervised and verified by the City representative noted below. Gabriel Apodaca at 512-218-5567 Page 5 of 5 SPECIFICATION NO. 03-060-00 DATED: AUGUST 2003 19. OVERCHARGES: Contractor hereby assigns to purchaser any and all claims for overcharges associated with this contract which arise under the antitrust laws of the Untied States, 15 USGA Section 1 et seq., and which arise under the antitrust laws of the State of Texas, Bus. and Com. Code, Section 15.01, et seq. PART II SPECIFICATIONS 1. SCOPE: This specification describes automotive repair and maintenance parts for compact to medium - duty, heavy-duty (1 -ton and above) and batteries to include (one hour in most cases) same day delivery and availability to deliver in quantities and packaging specified. 2. UNIT PRICE: The unit price shall be the listed jobbers price plus or minus a percentage (%). A copy of the published jobber's price list shall be attached to the bid form. The City will permit "unit price" adjustments upwardly or downwardly when the jobber's price list is furnished along with the request for adjustment; however, voluntary downwardly adjustments by the contractormay be allowed without an industry wide decrease. 3. DELIVERY: Unless noted on the solicitation, all shipments shall be FOB Destination our dock and received between the hours of 8:OOAM and 4:OOAM, Monday through Friday, within one hour after verbal or faxed request against an established blanket purchase order from the City. All deliveries shall be coordinated through City's representative. NOTE: additional charges for deliver will not be allowed. 3.1. Special order parts may have variable delivery and shipping charges. 4. BATTERY: shall be Original Equipment Manufacturer (OEM) or equal. The City reserves the exclusive right to determine the equivalency of any battery. All batteries shall meet or exceed the following: 4.1. Cold cranking performance rating determined by high rate discharge load amperes of a new, fully charged battery at 0°F (-17.8°C) can continuously deliver for 30 seconds and maintain terminal voltage equal to or higher than 1.20 volts. 4.2. A reserve capacity rating defined as the number of minutes, which a new, fully charged battery at 80°F (26.7°C) can be continuously discharged at 25 amperes and maintain a terminal voltage equal to or higher than 1.75 volts per cell. 4.3. Have the graphic and written warning messages placed on the battery in compliance with Rule #16 CFR Part 1500, for use on lead -acid batteries and acid packages under five (5) gallons. 4.4. Be life tested in accordance with SAE Standard J240 dated June 1993 or latest revision thereof. BIDDER QUALIFICATIONS: The opening of a bid will not be construed as the City's acceptance of such bidder as qualified and responsible. The City reserves the right to determine the best value from information submitted with the bid. All bidders shall furnish the following information at a minimum: 5.1. Bidders shall be firms normally engaged in the sale and distribution or provision of the services as specified herein. 5.2. Bidders shall have adequate organization, facilities, equipment and personnel to ensure prompt and efficient service to the City. 5.3. Provide quality control data and a minimum of three references (client name and telephone number) from current product users for product integrity. 5.4. The City reserves the right before recommending any award to inspect the facilities and organization; or to take any other action necessary to determine ability to perform is satisfactory Page 4 of 5 DESCRIPTION N cn- tin 0 W > W o "tt Cn .dal o .? 0 00 t DESCRIPTION a 0 v ..- O as 0 $-. .0 cii -4.-, 0 ... 0 -ci cn 0 "0 - ID CS cn ki al C:L 4ae P..ID - (4-4 Cri (Z' 0 • "74 VI 7:, s•-• Cel a.) c.›)'H „:., ,.._ vi a4 T.) -0 Zz.' a) - 4 li.,): 0 ..... Z cl ▪ /As 0 cn 2 :1 „cri 7:5 -as -FL; .4-▪ 1 • --4 4.. . . 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Acceptable brands: Everco Edelman And OEM. .? 0 Water pumps: Acceptable brands: Seal power and OEM 4 U joints: Acceptable brands: Precision, Spicer, Seal Power, and OEM 0 V 4a ti S Z t 0 3 2 0 Q A ff :3 - CT" 'a'„ 0 rR 0 23. kr) 0kr) 0 kr) kr) ookr) 0okr) 00oo O O O *--+ N M N O O V) V7 .-4 O O r-1 01 Cr d' ON M 00 Vi kr) 00 Q1 Q1 00 00 r -t r-1 .-i r� .-r [� N i� �-+ *-� [` Q1 r-. r--4 M M 4-4 N Cr) Cr) O O v) O O v') O O v') O O O O N O O on O O O kr) k l- Cl t-- V7 ct N N N 00 N N r-. t` \O O N� N N t- N r--� r- I 00 M d' �O v7 M -7t M kr, v) M kr) 00 \O Q1 t-- ,-4 00 'O a1 rt 00 N N 0 (.7 V w c�.�c�!I--4 _ a; _H�_c� 41 Z N N N N N N N N N N m v� �. t- C- t Q31 Q 000 N OM M M Q ��- 1 DATE: November 7, 2003 SUBJECT: City Council Meeting - November 13, 2003 ITEM: 11.F.1. Consider a resolution authorizing the Mayor to execute an Annual Purchasing Agreement for Purchase of Automotive Parts and Batteries with Arnold Oil Company d/b/a A -Line Auto Parts. Resource: Tom Word, Chief of Public Works Operations Todd Keltgen, P. W. Operations Manager History: The previous contract with Arnold Oil Company expired last year. The staff is confident with the service Arnold Oil Company has provided in the past. Funding: Cost: Estimated to be +/- $94,000 for the fiscal year 2003-2004 Source of funds: General Operating funds from the individual departments Outside Resources: Arnold Oil Company, D.B.A. A -Line Auto Parts Impact: To establish a twelve-month contract for automotive repair and maintenance parts. Benefit: To provide automotive parts in a timely manner, reducing the need for additional space to store automotive parts in-house. Public Comment: N/A Sponsor: N/A Executed Document Follows CITY OF ROUND ROCK AGREEMENT FOR PURCHASE OF AUTOMOTIVE PARTS AND BATTERIES FROM ARNOLD OIL COMPANY dba A -LINE AUTO PARTS THE STATE OF TEXAS CITY OF ROUND ROCK COUNTY OF WILLIAMSON KNOW ALL BY THESE PRESENTS: That this Agreement for Purchase of Automotive Parts and Batteries (referred to herein as the "Agreement") is made and entered into on this the /3 day of the month of /1/01________136k 2003, 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 ARNOLD OIL COMPANY dba A -LINE AUTO PARTS, whose offices are located at 308 North Mays, Round Rock, Texas 78664 (referred to herein as the "Vendor"). This Agreement supersedes and replaces any previous agreement between the named parties, whether oral or written, and whether or not established by custom and practice. RECITALS: WHEREAS, City desires to purchase automotive maintenance and repair parts and batteries for City's fleet from Vendor; and WHEREAS, City has issued its "Invitation for Bid" for City to provide said automotive parts and batteries, and City has selected the Bid submitted by Vendor; 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 specified goods. The Agreement includes the following: (a) City's Invitation for Bid designated as IFB 03-016, Specification Number R-03-1/-i3-ilF� 1 03-060-00; (b) Vendor's Response to IFB; (c) the contract award; and (d) 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 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 means the specified supplies, materials, or equipment. F. Vendor means Arnold Oil Company dba A -Line Auto Parts, 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 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 is twelve (12) months from the effective date hereof After that initial term, this Agreement may renew for successive terms for a period not to exceed four (4) years after the initial expiration of term, only upon the express written agreement of both parties and only provided Vendor has performed each and every contractual obligation specified in this Agreement. C. 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. 2 3.01 CONTRACT DOCUMENTS AND EXHIBITS City selected Vendor as the integrator of choice to supply the goods as outlined in IFB 03- 016, Specification Number 03-060-00 and Response to IFB submitted by Vendor, all as specified in Exhibit "A" attached hereto and made a part hereof for all purposes. The intent of these documents is to formulate an Agreement listing the responsibilities of both parties as outlined in the IFB and as offered by Vendor in its Response to the IFB. 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. 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 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, payment to Vendor 3 1 will be made within thirty (30) days of the day on which City receives the performance, supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for the performance and/or deliverables or services, whichever is 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 City in the event: 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 any, on the purchase order or the Agreement or other such contractual agreement. 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 goods as specified, City reserves the right and option to obtain the products from another supplier or suppliers. 12.01 INSURANCE Vendor shall meet all requirements as stated in the attached Invitation for Bid No. 03-016 and its bid response. 4 13.01 CITY'S REPRESENTATIVE City hereby designates the following representative authorized to act in its behalf with regard to this Agreement: Todd Keltgen Public Works Operations Manager 2008 Enterprise Round Rock, Texas 78664 512-218-5583 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 under this Agreement and is a cause of City purchasing the specified goods elsewhere, Vendor agrees that it may be charged the difference in cost, if any, and 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 under this Agreement; 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. 5 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) ofthis 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 ofthis 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 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 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. 19.01 ASSIGNMENT AND DELEGATION The parties each 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: 6 1. When delivered personally to the recipient's address as stated in this Agreement; or 2. 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: Arnold Oil Company dba A -Line Auto Parts 308 North Mays 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 sought to be resolved with the help of a mutually selected 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 attorney fees, associated with the mediation shall be shared equally by the parties. 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 7 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 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. 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. Force Majeure. Neither City nor Vendor shall be deemed in violation of this Agreement if it is prevented from performing any of its obligations hereunder by reasons for which it is not responsible as defined herein. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. Multiple Counterparts. This Agreement maybe 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. 8 2 Christine R. Martinez, City tretary Date Signed: ) -/3- 3 ARNOLD OIL COMPANY dba A -LINE AUTO PARTS By: Ti le: Date Signed: 9 EXHIBIT A acknowledges VENDOR'S BID RESPONSE INVITATION FOR BID NO. 03-014 SPECIFICATION FOR AUTOMOTIVE PARTS, NO. 03-060-00 6 IIDS ARE DUE TO THE PURCHASING OFFICE tT THE ABOVE ADDRESS BEFORE BID )PENING TIME. NVOICE TO: City of Round Rock Finance Department 221 East Main Street Round Rock, Texas 78664-5299 ID F.O.B. DESTINATION, FREIGHT PREPAID AND LLOWED UNLESS OTHERWISE SPECIFIED BELOW )ESTINATION: City Shop 901 Luther Peterson Round Rock, TX 78664 INVITATION FOR BID (IFB) CITY OF ROUND ROCK PURCHASING OFFICE 221 E. Main Street Round Rock, Texas 78664-5299 FACIMILE RESPONSES SHALL NOT BE ACCEPTED SHOW BID OPENING DATE & BID NUMBER IN LOWER LEFT HAND CORNER OF SEALED BIO ENVELOPE & SHOW RETURN ADDRESS OF BIDDING FIRM. BIDDING INFORMATION: AUTOMOTIVE PARTS DATE: AUGUST 18, 2003 1 of 1 BID NUMBER 03-016 OPENING DATE: 9/2/2003 at 3:00 P.M. BID LOCATION: 221 E. Main Street, 1st Floor Council Chambers, Round Rock, TX 78664 RETURN SIGNED ORIGINAL AND ONE COPY OF BID BIDDER SHALL SIGN BELOW Faitusignd will disqualify bid f 9rSignattirei Date 14t3 KO 43 AA u-3' rint Name TAX ID NO.: LEGAL BUSINESS NAME: ADDRESS: ADDRESS: CONTACT: Les ivi,,A TELEPHONE NO.: 2.5 5.2-5 (o4 BUSINESS ENTITY TYPE: SEE 1.6 ON BACK FOR INSTRUCTIONS: Q IIJ filA 0 c+: D PA 3y the signature hereon affixed, the bidder hereby certifies that neither the bidder nor the entity represented by the bidder, or anyone acting for such entity has violated the antitrust iws of this State, codified in Section 15.01 et seq., Texas Business and Commerce Code, or the Federal antitrust laws, nor communicated directly or indirectly, the bid made to any ampetitor or any other person engaged in such line of business." tidder agrees to comply with all conditions set forth below and on the reverse side of.this IFB. TEM NO. CLASS & ITEM DESCRIPTION 060-00 This solicitation is to establish a twelve-month supply agreement for automotive repair and maintenance parts with the option to extend four additional twelve-month periods, in accordance with Specification No. 03-060-00,dated 08-2003 attached (5 pgs) - PLEASE SEE ATTACHED BID SHEET PRICES SHALL INCLUDE ALL COST FOR SERVICES PROVIDED AS WELL AS ANY DELIVERY. No guarantee of any minimum or maximum purchase is made or implied. The City will only order the amount needed to satisfy operating requirements, which may be more or less than indicated. Best Bid Evacuation: Alt bids received shall be evaluated based on the best value for the City, which will be determined by considering all or part of the following criteria: Bid price, Delivery, Reputation of the bidder and Bidder's past relationship w/City. QTY UNIT CURRENT JOBBER'S LIST SHALL BE INCLUDED WITH RESPONSES; FAILURE TO COMPLY SHALL DISQUALIFY BID FROM AWARD. References: Name e.;4, -.)d a4 Name 4' R. /V . Name /2,115 le • NOTE: ONE OR MORE AWARDS MAY BE FOR ALL ITEMS LISTED. OR IN PART, WHICHEVER IS IN THE. BEST INTEREST OF THE CITY Phonegl +— 2 (11 q Phone / 2-6 Phonep.3— 7S S— 68 MAKE/MODEL APL UNIT PRICE EXTENSION GRAND TOTAL- ITEMS BELOW APPLY TO AND BECOME A PART OF TERMS AND CONDITIONS OF BID ANY EXCEPTIONS THERETO MUST BE IN WRITING 1. BIDDING REQUIREMENTS: 1.1 Bidding requires pricing per unit shown and extensions. If trade discount is shown on bid, it should be deducted and net Zine extensions shown. Bidders guarantees product offered will meet or exceed specifications identified in this Invitation For Bid (IFB). 1.2 Bids should be submitted on this form. Each bid shall be placed in a separate envelope completely and properly identified. See instructions on reverse side. Bids must be in the office of the City Purchasing Agent before the hour and date specified on the reverse side of this iFB. 1.3 Late bids properly identified will be returned to bidder unopened. Late bids will not be considered. 1.4 Bid F.O.B. destination, freight, prepaid, & allowed unless otherwise specified on the IFB. If otherwise, show exact cost to deliver. 1.5 Bid unit price on quantity and unit of measure specified, extend and show total. In case of errors in extension, unit prices shall govern_ Bids subject to unlimited price increase will not be considered. 1.6 Bid prices shall be firm for acceptance 30 days from bid opening date. "Discount from Usr bids are not acceptance unless requested. Cash discount will not be considered in determining the low bid. All cash discounts offered win be taken if eamed. 1.7 Bids shall give Tax Identification Number, fun name and address of bidder. Failure to sign will disqualify bid. Person signing bid shall show tittle and authority to bind signatories firm in a contract. Firm name should appear on each page in the block provided in the upper right comer. Business Entity shall be one (1) of the following individual, Partnership, Sole Proprietorship, Estate/Trust, Corporation, Govemmental,. Non-profit, an others shall be specified. INDIVIDUAL: List name and number as shown on Social Security Card. SOLE PROPRIETORSHIP; List legal name followed by legal business name and Social Security Number. ALL OTHERS; List legal name of entity and Tax Identification Number (Tin). 1.8 Bid cannot be altered or amended after opening time. Any Alterations made before opening time shall be initialed by bidder or an authorized agent No bid can be withdrawn after opening time without approval of the CITY based on a written acceptable reason. 1.9 The City is exempt from State Sales Tax and Federal Excise Tax. Do not include tax in bid. 1.10 The City reserves the right to accept or reject all or any part of bid, waive minor technicalities and award the bid to best serve the interests of the City, Split awards may be made at the sole discretion of the City. 1.11 Consistent and continued tie bids could cause rejection of bids by the City and/or investigation for antitrust violations. 1.12 Telephone bids and facsimile bids are not acceptable in response to the IFB. 1.13 CAUTION: Bid invitation allows sufficient time for receipt of the preferred mail response. The City shalt not be responsible for bids received late, illegible, incomplete, or otherwise non-responsive 2. SPECIFICATION: 2.1 Any catalog, brand name or manufacturer's reference used in IFB is descriptive only (not restrictive), and is used to indicate type and quality desired. Bids on brands of like nature and quality will be considered unless advertised under the provisions of Section 252.022 of the Texas Local Government Code. If other than brand(s) specified is offered, illustrations and complete descriptions of product offered are requested to be made a part of the bid. If bidder takes no exceptions to specifications or reference data in bid, bidder will be required to furnish brand names, numbers, etc, as specified in the iFB. 2.2 All items bid shall be new, in first class condition, including containers suitable for shipment and storage, unless otherwise indicated in IFB. Verbal agreements to the contrary will not be recognized. 2.3 Samples, when requested, must be furnished free of expense to the City. If not destroyed in examination, they will be retumed to the bidder, on request, at bidder expense. Each example should be marked with bidders' name and address, City bid number and code. Do not enclose in or attach to bid. 2.4 The City will not be bound by any oral statement or representation contrary to the written specifications of this IFB. 2.5 Manufacturer's standard warranty shall apply unless otherwise stated in the iFB. 3. TIE BIDS: In case of tie bids, the award will be made in accordance with Section 271.901 of the Texas Local Government Code. 4. DELIVERY: 4.1 Bid should show number of days required to place material in City's designated location under nominal conditions. Failure to state deliver time obligates bidder to complete delivery in fourteen (14) calendar days. Unrealistically short or long delivery promises may cause bid to be disregarded. Consistent failure to meet delivery promises without valid reason may cause removal from bid list. (See 4.2 following.) 4.2 if delay is foreseen, contractor shall give written notice to the City. The City has the right to extend delivery date if reasons appear valid. Contractor must keep the City advised at all times of status of order. Default in promised delivery (without acceptable reasons) or failure to meet specifications, authorizes the City to purchase supplies elsewhere and charge fun increase, if any, in cost and handling to defaulting contractor. 4.3 No substitutions or cancellations permitted without written approval of the City. 4.4 Delivery shall be made during normal working hours only, unless prior approval for late delivery has been obtained from the City, unless otherwise specified in the IFB. 5. INSPECTION AND TESTS: All goods wilt be subject to inspection and test by the City to the extent practicable at all times and places. Authorized City personnel shall have access to any supplier's place of business for the purpose of inspecting merchandise. Tests may be performed on samples submitted with the bid or on samples taken from regular shipments. If the products tested fail to meet or exceed all conditions and requirements of the specifications, the cost of the sample used and the cost of the testing shall be borne by the supplier. Goods which have been delivered and rejected in whole or in part may, at the City's option, be retumed to the Vendor or held for disposition at Vendor's risk and expense. Latent defects may result in revocation of acceptance. 6. AWARD OF CONTRACT: A response to an iFB is an offer to contract with the City based upon the terms, conditions, and specifications contained in the IFB Bids do not become contracts unless and until they are accepted by the City through its designates and a purchase order is issued. The contract shall be governed, construed, and interpreted under the Charter of the City and the laws of State of Texas. Alt contracts are subject to the approval of the City Council. 7. PAYMENT: Vendor shall submit three (3) copies of an invoice showing the purchase order number on all copies. 8. PATENTS AND COPYRIGHTS: The contractor agrees to protect the City from claims involving infringements of patents or copyrights. 9. VENC/OR ASSIGHNMENTS: Vendor hereby assigns to purchaser any and all daims for overcharges associated with this contract, which arise under the antitrust laws of the State of Texas. Tx, Bus. And Comm. Code Ann. Sec. 15.01, et seq. (1967). 10. BIDDER AFFIRMATION: 10.1 Signing this bid with a false statement is a material breach of contract and shall void the submitted bid or any resulting contracts, and the bidder shall be removed from all bid lists. By signature hereon affixed, the bidder hereby certifies that: 10.2 The bidder has not given, offered to give, nor intends to give any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, tip, favor, or service to a public servant in connection with the submitted bid. 10.3 The bidder is not currently delinquent in the payment of any debt owed the City. 10.4 Neither the bidder nor the firm, corporation, partnership, or any entity represented by the bidder, or anyone acting for such firm, corporation, or entity has violated the antitrust laws of this State codified in Section 15.01 et. Seq. Texas Business and Commercial Code, or the Federal Antitrust Laws, nor communicated directly or indirectly the bid made to any competitor, or any other person engaged in such line of business. 10.5 The bidder has not received compensation for participation in the preparation of the specification for this IFB. 11. NOTE TO BiDDERS: Any terms and conditions attached to bid will not be considered unless the bidder specifically references them on the front of this bid form. WARNING: Such terms and conditions may result in disqualification of the bid (e.g. bids with the laws of a state other than Texas requirements for prepayment. Limitations on remedies, etc.) The City of Round Rock can only accept bids which contain all the terms and conditions of its formal IFB; in .particular, all bidders affirmations and certifications must be included. Submission of bids on forms other than City bid form may result in disqualification of your bid. 12. INQUIRIES: Inquiries pertaining to bid invitations must give bid number, codes. and opening date. CITY OF ROUND ROCK SPECIFICATION NO. 03-060-00 DATED: AUGUST 2003 AUTOMOTIVE PARTS AND BATTERIES 1. PURPOSE: The City seeks a multi-year contract for the supply and delivery of various automotive maintenance and repair parts for the City's fleet. These specifications shall become part of the resulting contract. 2. DEFINITIONS: The following definitions will be used for identified terms throughout the specification and bid document: 2.1. Bidder identified throughout this specification shall describe persons and entities that consider themselves qualified to provide the goods and/or services. 2.2. City — Identifies the City of Round Rock, Williamson County, Texas. 2.3. Contract — A mutually binding legal document obligating the Contractor to furnish the goods, equipment or services, and obligating the City to pay for same. 2.4. Contractor — A person or business enterprise providing goods, equipment, labor and/or services to the City as fulfillment of obligations arising from a contract or purchase order. 2.5. Goods represent materials, supplies, commodities and equipment. 2.6. Purchase Order - is an order placed by the Purchasing Office for the purchase of Goods or Services written on the City's standard Purchase Order form and which, when accepted by the Bidder, becomes a contract. The Purchase Order is the Bidder's authority to deliver and invoice the City for Goods or Services specified, and the City's commitment to accept the Goods or Services for an agreed upon price. 2.7. Subcontractor - Any person or business enterprise providing goods, equipment, labor, and/or services to a Contractor if such goods, equipment, labor, and/or services are procured or used in fulfillment of the Contractor's obligations arising from a contract with the City. 3. CLARIFICATION: For clarification of specifications, bidders may contact: Joe Rendon — Shop Superintendent (512) 218-5565 Gabriel Apodaca — Parts Specialist (512) 218-5567 The individuals listed above may be contacted by telephone or visited for clarification of the specifications only. No authority is intended or implied that specifications may be amended or alterations accepted prior to bid opening without written approval of the City of Round Rock through the Purchasing Manager. PART I GENERAL CLAUSES AND CONDITIONS 1 BEST BID EVALUATION: All bids received shall be evaluated based on the best value for the City. Best value will be determined by considering all or part of the criteria listed, as well as any relevant criteria specifically listed in the solicitation. 1.1. Bid price. 1.2. Reputation of the bidder and of bidder's goods and services. 1.3. The quality of the bidder's goods or services. Page 1 of 5 SPECIFICATION NO. 03-060-00 DATED: AUGUST 2003 1.4. The extent to which the goods or services meet the City's needs. 1.5. Bidder's past relationship with the City. 2. The equipment furnished under this specification shall be the latest improved model in current production, as offered to commercial trade, and shall be of quality workmanship and material. The bidder represents that all equipment offered under this specification shall be new. USED, SHOPWORN, DEMONSTRATOR, PROTOTYPE, OR DISCONTINUED MODELS ARE NOT ACCEPTABLE. 3. Bidder should submit with their bid, the latest printed literature and detailed specification on equipment the bidder proposes to furnish. 4. The unit shall be completely assembled and adjusted, and all equipment including standard and supplemental shall be installed and the unit made ready for continuous operation. 5. All parts not specifically mentioned that are necessary for the unit to be complete and ready for operation, or which are normally furnished as standard equipment, shall be furnished by the contractor. All parts shall conform in strength, quality and workmanship to the accepted standards of the industry. 6. The unit provided shall meet or exceed all federal and State of Texas safety, health, lighting and noise regulations and standards in effect and applicable to equipment furnished at the time of manufacture. 7. The City of Round Rock is committed to procuring quality goods and equipment. We encourage manufacturers to adopt the International Organization for Standardization (ISO) 9001-9003, latest revision standards, technically equivalent to the American National Standards Institute/American Society for Quality Control (ANSI/ASQC Q91-93 1987), and obtain certification. Adopting and implementing these standards is considered beneficial to the manufacturer, the City, and the environment. It is the City's position that the total quality management concepts contained within these standards can result in reduced production costs, higher quality products, and more efficient use of energy and natural resources. Manufacturers should note that future revisions to this specification might require ISO certification. 8. Any variation from this specification must be indicated on the bid or on a separate attachment to the bid. The sheet shall be labeled as such. 9. It is the intent of the City to purchase good and equipment having the least adverse environmental impact, within the constraints of statutory purchasing requirements, departmental needs, availability, and sound economical considerations. Suggested changes and environmental enhancements for possible inclusion in future revisions of this specification are encouraged. 10. ABANDONMENT OR DEFAULT: A Contractor who abandons or defaults the work on the contract and causes the City to purchase the goods or services elsewhere may be charge the difference in cost if any and will not be considered in the re -advertisement of the service and may not be considered in future bids for the same type of work unless the scope of work is significantly changed. 11. COMPLIANCE WITH LAWS: The successful bidder shall comply with all federal, state, and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any court or administrative bodies or tribunals in any matter affecting the performance of the resulting contract, including without limitation, workers' compensation laws, minimum and maximum salary and wage statutes and regulations, and licensing laws and regulations. When requested, the Contractor shall furnish the City with satisfactory proof of its compliance. Page 2 of 5 SPECIFICATION NO. 03-060-00 DATED: AUGUST 2003 12. INDEMNITY: Contractor shall indemnify, save harmless and defend the City, its officers, agents, servants, and employees from and against any and all suits, actions, legal proceedings, claims, demands, damages, costs, expenses, attorney's fees and any and all other costs or fees incident to the performance of the resulting contract and arising out of a willful or negligent act or omission of the Contractor, its officers, agents, servants and employees. 13. NON -APPROPRIATION: The resulting contract is a commitment of the City's current revenues only. It is understood and agreed the City shall have the right to terminate the contract at the end of any City fiscal year if the governing body of the City does not appropriate funds sufficient to purchase the estimated yearly quantities, as determined by the City's budget for the fiscal year in question. The City may effect such termination by giving contractor a written notice of termination at the end of its then current fiscal year 14. LIENS: Contractor agrees to and shall indemnify and save harmless the City against any and all liens and encumbrances for all labor, goods and services which may be provided under the resulting contract. At the City's request the Contractor or subcontractors shall provide a proper release of all liens or satisfactory evidence of freedom from liens shall be delivered to the City. 15. VENUE: Both the City and the Contractor agree that venue for any litigation arising from a resulting contract shall lie in Williamson County. 16. INDEPENDENT CONTRACTOR: It is understood and agreed that the Contractor shall not be considered an employee of the City. The Contractor shall not be within protection or coverage of the City's Worker' Compensation insurance, Health Insurance, Liability Insurance or any other insurance that the City from time to time may have in force and effect. 17. INVOICING: Contractor shall submit one original and one copy of each invoice on a monthly basis to the following address: City of Round Rock Finance Department 221 East Main Street Round Rock, TX78664-5299 18. PROMPT PAYMENT POLICY: Payments will be made within thirty days after the City receives the supplies, materials, equipment, or the day on which the performance of services was completed or the day on which the City receives a correct invoice for the supplies, materials, equipment or services, whichever is later. The Contractor may charge a late fee (fee shall not be greater than that which is permitted by Texas law) for payments not made in accordance with this prompt payment policy; however, this policy does not apply to payments made by the City in the event: 18.1. There is a bona fide dispute between the City and Contractor concerning the supplies, materials, services or equipment delivered or the services performed that causes the payment to be late; or 18.2. the terms of a federal contract, grant, regulation, or statute prevent the City from making a timely payment with Federal Funds; or 18.3. the is a bona fide dispute between the Contractor and a subcontractor or between a subcontractor and its suppliers concerning supplies, material, or equipment delivered or the services performed which caused the payment to be late; or 18.4. the invoice is not mailed to the City in strict accordance with instructions, if any, on the purchase order or contract or other such contractual agreement. Page 3 of 5 SPECIFICATION NO. 03-060-00 DATED: AUGUST 2003 19. OVERCHARGES: Contractor hereby assigns to purchaser any and all claims for overcharges associated with this contract which arise under the antitrust laws of the Untied States, 15 USGA Section 1 et seq., and which arise under the antitrust laws of the State of Texas, Bus. and Com. Code, Section 15.01, et seq. PART II SPECIFICATIONS 1. SCOPE: This specification describes automotive repair and maintenance parts for compact to medium - duty, heavy-duty (1 -ton and above) and batteries to include (one hour in most cases) same day delivery and availability to deliver in quantities and packaging specified. 2. UNIT PRICE: The unit price shall be the listed jobbers price plus or minus a percentage (%). A copy of the published jobber's price list shall be attached to the bid form. The City will permit "unit price" adjustments upwardly or downwardly when the jobber's price list is furnished along with the request for adjustment; however, voluntary downwardly adjustments by the contractormay be allowed without an industry wide decrease. 3. DELIVERY: Unless noted on the solicitation, all shipments shall be FOB Destination our dock and received between the hours of 8:OOAM and 4:OOAM, Monday through Friday, within one hour after verbal or faxed request against an established blanket purchase order from the City. All deliveries shall be coordinated through City's representative. NOTE: additional charges for deliver will not be allowed. 3.1. Special order parts may have variable delivery and shipping charges. 4. BATTERY: shall be Original Equipment Manufacturer (OEM) or equal. The City reserves the exclusive right to determine the equivalency of any battery. All batteries shall meet or exceed the following: 4.1. Cold cranking performance rating determined by high rate discharge load amperes of a new, fully charged battery at 0°F (-17.8°C) can continuously deliver for 30 seconds and maintain terminal voltage equal to or higher than 1.20 volts. 4.2. A reserve capacity rating defined as the number of minutes, which a new, fully charged battery at 80°F (26.7°C) can be continuously discharged at 25 amperes and maintain a terminal voltage equal to or higher than 1.75 volts per cell. 4.3. Have the graphic and written warning messages placed on the battery in compliance with Rule #16 CFR Part 1500, for use on lead -acid batteries and acid packages under five (5) gallons. 4.4. Be life tested in accordance with SAE Standard J240 dated June 1993 or latest revision thereof. BIDDER QUALIFICATIONS: The opening of a bid will not be construed as the City's acceptance of such bidder as qualified and responsible. The City reserves the right to determine the best value from information submitted with the bid. All bidders shall furnish the following information at a minimum: 5.1. Bidders shall be firms normally engaged in the sale and distribution or provision of the services as specified herein. 5.2. Bidders shall have adequate organization, facilities, equipment and personnel to ensure prompt and efficient service to the City. 5.3. Provide quality control data and a minimum of three references (client name and telephone number) from current product users for product integrity. 5.4. The City reserves the right before recommending any award to inspect the facilities and organization; or to take any other action necessary to determine ability to perform is satisfactory Page 4 of 5 SPECIFICATION NO. 03-060-00 DATED: AUGUST 2003 and reject bids where evidence submitted or investigation and evaluation indicates an inability of the bidder to perform. 5.5. References: Provide the name, address, telephone number and point of contract of at least three firms that have utilized this type or similar service for at least two years. References may be checked prior to award. Any negative responses received may result in disqualification of bid. 5.6. Identify any subcontractors to be used for this project. Experience, qualifications and references of the subcontractors shall be submitted. The City reserves the right to approve or disapprove all subcontractors prior to any work being performed. 6. MATERIAL SAFETY DATA SHEET (MSDS): Bidders shall provide the City with MSDS on all applicable materials bid in accordance with all Federal, State and local laws, regulations, statues and ordinances. PART III CONTRACT TERMS AND CONDITIONS 1. CONTRACT: The term of this contract shall be for a twelve-month period of time from the date of award. Prices shall be firm for the duration of the agreement, except as provided for herein. This contract may be renewed for four additional periods of time not to exceed twelve months for each renewal provided both parties agree. The City reserves the right to review the Vendor's performance at the end of each twelve month period of time and to cancel the contract (without penalty) or continue the contract through the next period. 2. RULES, REGULATIONS, LAWS, ORDINANCES AND LICENSES: Contractor shall observe and obey all laws, ordinances, rules, and regulations of the federal, state and local government which may be applicable to the supply of these products or service. 3. ORDER QUANTITY: The quantities shown on the IFB are estimates only. No guarantee of any minimum or maximum purchase is made or implied. The City will only order the services needed to satisfy operating requirements, which may be more or less than indicated. 4. PRICE ADJUSTMENT: The City may permit "unit price" adjustments upward, only as a result of a cost increase in services in accordance with the Producers Price Index. Any price increase shall be requested by the contractor in writing and accompanied with the appropriate documentation to justify the increase. The vendor may offer price decreases at in any time. 5. CANCELLATION: Either party may cancel the contract, without penalty, by providing 30 days prior written notice to the other party. Termination under this paragraph shall not relieve the Contractor of an obligation or liability that has occurred prior to cancellation. NOTE: This contract is subject to y cancellation, without penalty at any time the City deems the vendor to be non-compliant with contractual obligations. 6. CONTRACT ADMINISTRATOR: All work performed under this contract will be supervised and verified b the City representative noted below. Y Gabriel Apodaca at 512-218-5567 Page 5 of 5 r. 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O'C 0 a H a a (. �• �• •• Cri o vii 4. :': f, C w 7 a• CD ttl A � • ,�Zt �. O ii stl 0 CD : 0" 4:...'t,0 h7 A o c• fli'0N "Cm N - C co A �, O �+, by Co co o _� A. Ei".1 0ry. z t.+ Z. A w o- o co O CL CO o� A. A bi hi fl D w tp cn G SD P a • r 0 0.4 00 Acceptable brands: Monroe Vit NOLLdI?IOS.WQ trO 'b ''t2 r- . Pl. CD ,"•*- O . o Cr. �a a a '.t . c� oct a-• c► 6- cr. 0r. ra' r. D CD• IV O ty p '-� b\ ,F. -7 D C* ., .p - • D CD n O Ea°y' . p'rc o NcO n N O �, �� N v A CD ►� Q" v o k.1->, c',7' t2j 5) s:_t0C4 hi a. 's ° CD XcD • 0 0 3 o 'tP 7§... cp O N Q '-• ti "4. 6 n. 'T. •• -.. al • NI; 43t'' F11)- g ,t 6 CD 0 a _� w pr. .cn �' ti. '73 c4 T �. 0 CD ▪ ,. ,� A rn CD ?. a, Z. �. TAtv 0 A n O �V CD O v� ? ''► O O O cm h7 cr O Z1 Cr' ..�. N , cn a' v () 0,St) cm ' to 0• hr+. -• �. o 72.s.o ►� es,a A '8 a .t P Ntli 'CS '21 O (xD 0- '—' O _ _ CD c, -,1'.))E 'T:ig • a▪ , 0' • t --h a 'PA oEn▪ n 0 r,LZI 4▪ . 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