Contract - Freightliner of Austin - 5/14/2020 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 1+44 4 day of the month of
Mao 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 AUSTIN, 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:
00439480/ss2
1.01 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 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 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 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,
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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 ($450,000.00) 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 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 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 Service Provider, 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 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 "B,"
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
cmcdowelIL&roundrocktexas.gov
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.
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 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 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 boards, bureaus and agencies.
B. 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 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
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
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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:
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:
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 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 perfonn 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 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,Texas Freightliner of Austin
By:
Printed Name: Pr Name:
Title: M 6114 d1. Title: s
Date Signed:— C,. �- y Date Signed: Z//-r—�zr�
Attest:
By: r
Sara White, City fferk
For City, pl iroved a:.Z
to F rm:
Y
B
StephanT. Sheets, City Attorney
9
Exhibit "A"
City of Round Rock,Texas
Price Sheet
Frelghtllner of Austin
BuyBoard Contract 601-19
The City of Round Rock would like to enter into a contract with Freightliner per the terms of Buy Board Contract 601-19.The City intends to purchase from this contract optional
equipment,repair
parts,and repair services in an amount not to exceed$150,000 per fiscal year for a total not to exceed amount of$450,000.
Note:New vehicles that may be bought under this cooperative will be purchased separately and will not fall under this contract
Contract Term:Effective from date of execution and will expire on 11/30/2022,per the terms of BuyBDard Contract No.601-19
Special Instructions:Complete pricing below and submit copy of price list or catalog.
Section I ftlyhtlfiner Fr�latal IWodel Vehicle OPTIONS019 fEIPMENT-Options me be sekcted��e CooDerst#ve memQsr at a time of rQ�d r.Vendors must submit all
manufacturer upgrade options for each model proposed including alternative fuel equipment(CNG,LPG,Hybrid,etc.)on a separate sheet.
A complete list of all manufacturer upgrade options and equipment must be submitted with the proposal for the proposal to be considered.
state taercent(%)
Item Specified rve ectad or Short Description FuN Description of Discount oft IcstaloglPricellstName ofVehicle Options
Catalog/Prlcellst
Discount(%)off Please state the discount(%)off all Original Equipment
Origional Equipment Catalog/Pricelist for Manufacturer(OEM)Options.Manufacturer `L' f
165 Manufacturer(OEM) Original Equipment specification sheets and upgrade options % Freightliner
Options
Manufacturer(OEM) calalog/pricelist MUST be included or proposal will not Catalog
Options be considered.
— Please state the discount(%)off all Third Party(not
Third Party(not OEM) Discount(%)off OEM)and Unpublished Options,Equipment,and
Q Freightliner
Catalo
166 and Unpublished Supplies.Third Party(not OEM)specification sheets %
Options g/Pricelistfor and upgrade options catalog/pricelist MUSTbe included Catalog
or proposal will not be considered.
Discount(%)off Please state the discount(%)off all Original Equipment
Origional Equipment Catalog/Pricelistfor Manufacturer(OEM)Parts and Supplies. Frei htliner
167 Manufacturer(OEM) Origional Equipment catalog/pricelist MUST be included or proposal will not (X—% Catalog
Paris Manufacturer(OEM) be considered.
Parts and Supplies
Floor Plan and/or Lot Discount(%)off Floor Please state the discount(%)off Floor Plan and/or Lot O Freightliner
166 Insuamce Plan and/or Lot Insurance(dealer inventory vehicles and upfitting y° Catalog
Insuamce vehicles).
Extended Service Discount(%)off Please state the discount(%)off Extended Service � Freightliner
Extended Service
169 Maintenance Maintenance Maintenance Agreements.Catalog/Pricelist MUST be % Catalog
Agreements Agreements induded or proposal will not be considered.
Section III:Freightliner Model Vehicles Dellvery Fees and Labor Rate for Installation and Repair Service
Detailed
i Information on
Item Specified Product orI Hourly Labor Rate Exceptions to Hourly Labor Rate and
Labor
No. Service Short Description Full Description Hour
and DeNvery Fee Rate and Delivery Fee
Dellvery Fee
Not to Exceed Hourly
Vehicle Installation or Labor Rate for Vehicle Hourly Labor Rate for Vehicle Installation or Repair
170 Repair Service Installation or Repair Service-State the Not to Exceed hourly labor rate for s Freightliner
Service Installation or Repair Service.
Not to Exceed Hourly
1air Labor Rate for Paint and Hourly Labor Rafe for Paint and Body Repair State
71 Paint and Body Vs°p b
y Re p the Not to Exceed hourly labor rate for Paint and Body`; / Freightliner
Body Repair
Per Mile Delivery Fee for Per Mile Delivery Fee for Vehicles,Trucks,or
172 Delivery Fee Vehicles,Trucks,or Motorcycles-State the Not to Exceed per mile delivery $ �• Freightliner
Motorcycles fee for Vehicles.
Information Only:The City of Round Rock reserves the right to order other products born the attached MSRP Sheet per the discounts quoted In BuyBoard Contract 8601-19
Company Name:Freightliner of Austin
Buy9oard Contract 8601-19
COMPANY NAME: Fit,C A 4-4 (tivi T" �r4 404
SIGNATURE OF /
PRINTED NAME:
PHONE NUMBER: S1 _ a`I 000 co
EMAIL ADDRESS: C c—t 14c.,
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
10f1
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. 2020-587560
Freightliner of Austin
Austin,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 02/12/2020
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.
000000
PURCHASE OF VEHICLE EQUIPMENT, REPAIR PARTS, INSTALLATION AND REPAIR SERVICES
Nature of interest
4
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary
Hempel, Carlton Austin,TX United States X
5 Check only if there is NO Interested Party. ❑
6 UNSWORN DECLARATION
Y
M name is �c/ --? 1/`��^'� and m date of birth is f Y
My address is Z-70 / ,)i.,e. A-CK--
(street) (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in ' 's County, State ofs ,on the /Cday of 20� .
(month) (year)
Signature of c6thorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.3a6aaf7d
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. 2020-611482
Freightliner of Austin
Austin, TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 04/24/2020
being filed.
City of Round Rock Date Acknowledged:
05/01/2020
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.
BuyBoard
Vehicle equipment repair parts, installation and repair service
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary
Hempel, Carlton Austin, TX 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 120
(month) (year)
Signature of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.3a6aaf7d