Contract - Genuine Parts Company dba Napa Auto Parts - 2/14/2019 CITY OF ROUND ROCK
AGREEMENT FOR THE PURCHASE OF AUTO PARTS
WITH
GENUINE PARTS COMPANY
(DBA AS NAPA AUTO PARTS)
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
THAT THIS Agreement for the purchase of auto parts needed to maintain City of Round
Rock owned vehicles (referred to herein as the "Agreement"), is made and entered into on this
the day of the month of q , 2011, by and between the CITY OF ROUND
RO , TEXAS, a home-rule municipality v hose offices are located at 221 East Main Street,
Round Rock, Texas 78664 (referred to herein as the "City")and GENUINE PARTS COMPANY
(DBA NAPA AUTO PARTS), whose offices are located at 2999 Wildwood Parkway, Atlanta,
Georgia 30339 (referred to herein as the"Vendor").
RECITALS:
WHEREAS, City desires to purchase auto parts needed for the maintenance of City
owned vehicles; and
WHEREAS, City is a member..of Sourcewell Cooperative (formerly NJPA) and Vendor
is an approved Sourcewell vendor; and
WHEREAS,the City desires to purchase certain goods and services from Vendor through
Sourcewell Cooperative Contract No. 062916 to receive pricing and services as set forth herein;
and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
NOW,THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, sufficiency and receipt of which are hereby acknowledged, it is mutually
agreed between the parties as follows:
1.01 DEFINITIONS
A. Agreement means the binding legal contract between City and Vendor whereby
Vendor is to obligated to sell to City specified products and City is obligated to pay for said
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products. The Agreement includes any exhibits, addenda, and/or amendments thereto.
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 and services mean the specified services, supplies, materials,
commodities, or equipment.
2.01 EFFECTIVE DATE; 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 as provided herein.
B. The term of this Agreement shall be from the effective date of the Agreement
until September 6, 2020. City reserves the right to review the relationship at any time, and may
elect to terminate this Agreement,with or without cause, or may elect to continue.
3.01 CONTRACT DOCUMENTS AND EXHIBITS
City selected Vendor to supply the goods and services as outlined in Exhibit "A,"
attached hereto and incorporated herein by reference.
The goods and services which are the subject 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; SCOPE OF WORK
When taken together with the appended exhibit, this Agreement shall evidence the entire
understanding and agreement between the parties and shall supersede any prior proposals,
correspondence or discussions. Vendor shall satisfactorily provide all goods and services
described under the attached Exhibit "A" at the sole request of the City. Vendor provide goods
and services in accordance with this Agreement, in accordance with the appended exhibits, in
accordance with due care, and in accordance with prevailing industry standards for comparable
services.
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5.01 COSTS
A. City agrees to pay for goods during the term of this Agreement at the pricing set
forth in Exhibit"A."
B. The City shall is authorized to pay the Vendor an amount not-to-exceed One
Hundred Fifty Thousand and No/100 Dollars ($150,000.00) per year for a total not-to-exceed
amount of Three Hundred Thousand and No/100 Dollars ($300,000.00) for the term of this
Agreement.
6.01 INVOICES
All invoices shall include, at a minimum,the following information:
A. Name and address of Vendor;
B. Purchase Order Number;
C. Description and quantity of items received or services provided; and
A. Delivery or performance dates.
7.01 NON-APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the goods 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 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 interest on an overdue payment at the "rate in effect" on September 1
of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b); 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, a contractor, a
subcontractor or supplier about the goods delivered or the service performed that
cause the payment to be late; or
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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 Vendor and a subcontractor or between a
subcontractor and its supplier about the goods delivered or the service performed
that causes the payment to be late; or
B. 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, these taxes 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 or services from another supplier or suppliers.
12.01 INSURANCE
Vendor shall meet all requirements required by the City as set forth in Exhibit`B"to this
Agreement, attached hereto and incorporated herein by reference for all purposes.
13.01 CITY'S REPRESENTATIVE
City hereby designates the following representatives authorized to act in its behalf with
regard to this Agreement:
Chad McDowell
Director of General Services
220 Commerce Cove
Round Rock,Texas 78664
(512) 341-3191
cmedowell@roundrocktexas.gov
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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, City may pursue all remedies available to it at law or in equity,
including without limitation,remedies at law in a court of competent jurisdiction.
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.
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
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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, reasonable attorney's fees, and
any and all other costs or fees arising out of 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 to whom such loss may occur. Nothing herein shall be deemed to limit the
rights of City or Vendor (including, but not limited to the right to seek contribution) against any
third party who may be liable for an indemnified claim.
18.01 COMPLIANCE WITH LAWS,CHARTER AND ORDINANCES
A. Vendor, its agents, employees and subcontractors shall use best efforts to comply
with all applicable federal and state laws,the Charter and Ordinances of the City of Round Rock,
as amended, and with all applicable rules and regulations promulgated by local, state and
national boards,bureaus and agencies.
B. Vendor acknowledges and understands that City has adopted a Storm Water
Management Program (SWMP) and an Illicit Discharge Ordinance, Sections 14-139 through 14-
152 of the City's Code of Ordinances,to manage the quality of the discharges from its Municipal
Separate Storm Sewer System (MS4)and to be in compliance with the requirements of the Texas
Commission on Environmental Quality (TCEQ) and the Texas Pollutant Discharge Elimination
System (TPDES). The Vendor agrees to perform all operations on City-owned facilities in
compliance with the City's Illicit Discharge Ordinance to minimize the release of pollutants into
the MS4. The Vendor agrees to comply with of the City's stormwater control measures, good
housekeeping practices and any facility specific stormwater management operating procedures
specific to a certain City facility. In addition, the Vendor agrees to comply with any applicable
TCEQ Total Maximum Daily Load(TMDL)Requirements and/or I-Plan requirements.
C. In accordance with Chapter 2270, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods and services unless the contract contains
written verification from the company that it: (1)does not boycott Israel; and(2)will not boycott
Israel during the term of this contract. The signatory executing this Agreement on behalf of
Vendor verifies Vendor does not boycott Israel and will not boycott Israel at any term of this
Agreement.
19.01 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, and assigns 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.
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20.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
1. When delivered personally to 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:
Genuine Parts Company
2999 Wildwood Parkway
Atlanta, Georgia 30339
Notice to City:
City Manager Stephen L. Sheets, City Attorney
221 East Main Street AND TO: 309 East Main Street
Round Rock, TX 78664 Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
21.01 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be
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,duly authorized by action of the City Manager or City Council.
23.01 DISPUTE RESOLUTION
City and Vendor hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
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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 may be executed in multiple counterparts, any
one of which shall be considered an .original of this document; and all of which, when taken
together, shall constitute one and the same instrument.
[Signatures on the following page.]
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IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
City of Round Rock,Tex s Genuine P s Co p
By: By:
Printed Name: Printed Na e. l7E,vv fS (J_ To(ivrf{
Title: MAV Title: ✓ca Mf3o.0 /{cc-o4s
Date Signed: I OZ.14% Iq Date Signed: e — /o — tV
Attest:
CLl I
By: j .
Sara White, City Clerk
For City, roved as to orm:
By:
Step an . Sheets, City Attorney
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i
City of Round Rock, Texas
Price Sheet
Genuine Parts Company dba NAPA Auto Parts
Sourcewell (Formally NJPA) Cooperative Contract# 062916-GPC
The City of Round Rock would like to enter into a contract with Genuine Parts Compnay dba NAPA Auto Parts per the terms of Sourcewell
(Formally NJPA) cooperative contract#062916-GPC. The City intends to purchase from this contract auto parts needed to maintain the
City vehicles in an amount not to exceed$150,000 per year for a total not to exceed amount of$300,000.
Contract Term: The agreement shall be effective on the date it is signed by both parties and shall expire on September 6, 2020 per the
terms of the Contract#062916-GPC.
Special Instructions: Please sign and return with a copy of a price list or catalog.
Pricing will be in accordance with the pricing terms set forth in the Sourcewell Contract. For ease of reference,the NAPA Average
discounts from List Price for NAPA/NJPA#062916-GPC is set forth below.
Web link address for Price List:www.napa online,com
NAPA Avera a discounts from List Price for NAPA/NJPA#062916-GPC
Average
Part Category #062916-GPC
Ag,Industrial&Lawn 50%
Batteries 46%
Bearings 53%
Belts&Hoses 48%
Body&Accessories 47%
Brake System Parts 50%
Cable&Chain 49%
Chemicals&Lubricants 47%
Climate Control 54%
Driveline&Wheels 49%
Engine Cooling 51%
Engine Parts 48%
Engines 33%
Exhaust Systems SD%
Fasteners&Hardware 52%
Filtration 56%
Fittings&Hose 50%
Fluid Caps 49%
Fuel&Emissions Systems 50%
Gaskets,Seals&0-Rings 49%
Ignition&Electrical 51%
Lighting 47%
Marine,RV&Power Sport 48%
Paint,Body&Equipment 48%
Rotating Electrical 49%
Shop Supplies 46%
Specialty Programs 49%
Steering&Suspension 51%
Tools&Equipment 4790
Transmission&Clutch 48%
Windshield Products 51%
COMPANY NAME: Genuine Parts Co.dba NAPA Auto Parts
Sourcewell (Formally NJPA)Contract#062916-GPC
Exhibit "A"
Page 1 of 1
EXHIBIT "B"
INSURANCE REQUIREMENTS
1. INSURANCE: The Vendor shall procure and maintain at its sole cost and expense for the duration of
the agreement or purchase order resulting from a response to the Solicitation/Specification, insurance
against claims for injuries to persons or damages to property which may arise from or in connection with
the performance of the work as a result of the solicitation by the successful respondent, its agents,
representatives, volunteers, employees or subcontractors.
1.1. Certificates of Insurance and endorsements shall be furnished to the City and approved by the
City before work commences.
1.2. The following standard insurance policies shall be required:
1.2.1. General Liability Policy
1.2.2. Automobile Liability Policy
1.2.3. Worker's Compensation Policy
1.3. The following general requirements are applicable to all policies:
1.3.1. Only insurance companies licensed and admitted to do business in the State of Texas
shall be accepted.
1.3.2. Claims made policies shall not be accepted, except for Professional Liability Insurance.
1.3.3. Upon request, certified copies of all insurance policies may be inspected by the City at
Vendor's headquarters.
1.3.4. Policies shall include, but not be limited to, the following minimum limits:
1.3.4.1. Minimum Bodily Injury Limits of$300,000.00 per occurrence.
1.3.4.2. Property Damage Insurance with minimum limits of $50,000.00 for each
occurrence.
1.3.4.3. Automobile Liability Insurance for all owned, non-owned, and hired vehicles with
minimum limits for Bodily Injury of $100,000.00 each person, and $300,000.00 for each
occurrence, and Property Damage Minimum limits of$50,000.00 for each occurrence.
1.3.4.4. Statutory Worker's Compensation Insurance and minimum $100,000.00
Employers Liability Insurance.
1.3.5. Coverage shall be maintained during the term of the Agreement.
1.4. The City shall be entitled to inspect all insurance policies and endorsements thereto at Vendor's
headquarters upon appointment. In the event the City receives a claim for damages, the Vendor
must provide the City with access to the full policy within seven (7) days of the City receiving the
claim for damages. All insurance shall meet the requirements of the solicitation specification and the
insurance endorsements stated below
1.5. Vendor agrees that with respect to the required insurance, all insurance contracts and
certificate(s) of insurance will contain and state, in writing, on the certificate or its attachment, the
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following provisions:
1.5.1. Provide for an additional insurance endorsement clause declaring the Vendor's insurance
as primary to the extent of the Vendor's indemnification obligations herein.
1.5.2. Name the City and its officers, employees, and elected officials as additional insured's, (as
the interest of each insured may appear) as to all applicable coverage to the extent of the
Vendor's indemnification obligations herein.
1.5.3. Provide for notice to the City at the addresses listed below by registered mail:
1.5.4. Provide that all provisions of the agreement concerning liability, duty, and standard of care
together with the indemnification provision, shall be underwritten by contractual liability coverage
sufficient to include such obligations within applicable policies.
1.5.5. All copies of the Certificate of Insurance shall reference the project name, solicitation
number or purchase order number for which the insurance is being supplied.
1.5.6. Vendor shall endeavor to notify the City in the event of any change in coverage and shall
give such notices not less than thirty days prior notice to the change, which notice shall be
accomplished by a replacement Certificate of Insurance.
1.5.7.All notices shall be mailed to the City at the following addresses:
Assistant City Manager City Attorney
City of Round Rock City of Round Rock
221 East Main 309 East Main
Round Rock, TX 78664-5299 Round Rock, TX 78664
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CERTIFICATE OF INTERESTED PARTIES
FORM 1295
101`1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2019-442945
Genuine Parts Company
Atlanta, GA United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 01/18/2019
being filed.
City of Round Rock Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
062916-GPC
Purchase of Auto Parts
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
Genuine Parts Company dba NAPA Atlanta,GA United States X
5 Check only if there is NO Interested Party. ❑
6 UNSWORN DECLARATION
My name is !I ti and my date of birth is / b
My address is Aa)c P P �Ah/l v 30dZ (JS
(street) (city) (state) (zip code) (country)
I declare under penalty of per ury that the foregoing is true and correct.
Executed in — County, State of on the day of 1W 20A_�_.
(month) (year)
ignature of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.28ab6150
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1 of 1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2019-442945
Genuine Parts Company
Atlanta, GA United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 01/18/2019
being filed.
City of Round Rock Date Acknowledged:
01/31/2019
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
062916-GPC
Purchase of Auto Parts
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary
Genuine Parts Company dba NAPA Atlanta, GA United States X
5 Check only if there is NO Interested Party. ❑
6 UNSWORN DECLARATION
My name is and my date of birth is
My address is
(street) (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in County, State of on the day of ,20
(month) (year)
Signature of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.28ab6150