R-2020-0120 - 5/14/2020 RESOLUTION NO. R-2020-0120
WHEREAS, the City of Round Rock ("City") desires to purchase vehicle equipment, repair
parts, installation and repair services needed to maintain city-owned vehicles; and
WHEREAS, Chapter 271, Subchapter F of the Texas Local Government Code allows for local
governments to participate in cooperative purchasing programs with other local governments; and
WHEREAS, the Buy Board Cooperative Purchasing Program ("Buy Board") is a cooperative
purchasing program administered by the Texas Association of School Boards for the purpose of
procuring goods and services for its members; and
WHEREAS, the City is a member of Buy Board; and
WHEREAS, Freightliner of Austin is an approved vendor of Buy Board; and
WHEREAS, the City desires to purchase said goods and services from Freightliner of Austin
through Buy Board,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 the Purchase of Vehicle Equipment, Repair Parts, Installation and Repair Services with
Freightliner of Austin, a copy of said Agreement being 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.
0112.20202;00445088
RESOLVED this 14th day of May, 2020.
CRAIG M RGA , Mayor
City of Round Rock, Texas
ATTEST:
5JPvt4 A 6117
SARA L. WHITE, CiYy Clerk
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EXHIBIT
„A»
CITY OF ROUND ROCK
AGREEMENT FOR THE PURCHASE OF VEHICLE EQUIPMENT,
REPAIR PARTS, INSTALLATION AND REPAIR SERVICES
WITH
FREIGHTLINER OF AUSTIN
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 vehicle equipment, repair parts, installation
and repair services 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
, 2020, 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 FREIGHTLINER OF AUSTEN, whose offices ,are located
at 1701 Smith Road,Austin, Texas 78721 (referred to herein as the "Vendor").
RECITALS:
WHEREAS, City desires to purchase vehicle equipment, repair parts, installation and
repair services needed to maintain City of Round Rock owned vehicles; and
WHEREAS, City is a member of BuyBoard Cooperative and Vendor is an approved
BuyBoard vendor;and
WHEREAS, the City desires to purchase certain goods and services from Vendor through
BuyBoard Cooperative Contract No. 601-19 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:
004394801ss2
1.41 DEFINITIONS
A. Agreement means the binding legal contract between City and Vendor whereby
City agrees to buy specified goods and/or services and Vendor is obligated to provide said
goods/services. 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 govemment 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 govemment
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 farce 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 November 30, 2022. 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 goads 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 WORD
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.
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 Services Provider an amount not-to-
exceed Four Hundred Fifty Thousand and No/100 Dollars (S450,000.00) for the germ of this
Agreement.
6.01 INVOICES
All invoices shall include,at a minimum, the following infon-nation:
A. Name and address of Vendor;
B. Purchase Order?dumber;
C. Description and quantity of items received or services provided;and
A. Delivery or performance dates.
7.01 NON-APPROPRIATION A.ND 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 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
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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
B. The tenns 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 Service Provider, cancel this Agreement without liability
to Vendor if it is detemnined 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, tars shall not be
included in Service Provider's charges.
11.01 {ORDERS PLACED WITH ALTERNATE SERVICE PROVIDERS
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 "1:3,"
attached hereto and incorporated herein 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:
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Chad McDowell
Director of General Services
220 Commerce Cove
Round Rock,Texas 78664
(512) 341-3191
ezmcdowell ci�roiindrocktexas. ov
14.01 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
panty'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 TEIUMNATION 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 Vender.
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.
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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 tenninates under subsections (A) or (D) 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 tennination. 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 INDEMNIFICATII7N
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 Service
Provider, or Service Provider's agents, employees or subcontractors, in the performance of
Vendor's obligations under this Agreement, no matter how, or to whom, such loss may occur.
Nothing herein shall be deemed to limit the rights of City or Vendor (including, but not limited
to the right to seek contribution) against any third party who may be liable for an indemnified
claim.
18.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
A. Vendor, its agents, employees and subcontractors shall use best efforts to comply
with all 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 beards, bureaus and agencies.
B. In accordance with Chapter 2274 , 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 the contract. The signatory executing this Agreement on behalf of
Vendor verifies Vendor does not boycott Israel and will not boycott Israel at any time during the
term of this Agreement.
19.01 ASSIGNMENT AND DELEGATION
I'lie 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
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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:
I When delivered personally to the recipient's address as stated in this Agreement;
or
2. "Hiree (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:
Freightliner of Austin
1701 Smith Road
Austin,Texas 78721
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 fie 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
7
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 prevision 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 Service Provider'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 Vender 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 affects.
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,Texas Freightliner of Austin
Printed Name: I riM;Zdr-tiCame:
Title: � c
Title: t
Date Signed: Date Signed: Z=
Attest:
By:
Sara White, City Clerk
For City,Approved as to Form:
By:
Stephan L. Sheets, City A.ttomey
9
Exhibit "A"
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