Contract - Austin Mac Haik Ford Lincoln - 7/25/2024 AGREEMENT BETWEEN THE CITY OF ROUND ROCK
AND AUSTIN MAC HAIK FORD LINCOLN
FOR THE PURCHASE OF VEHICLES
THE STATE OF TEXAS §
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
This Agreement for th pur hase of vehicles, (the "Agreement") is made and entered into
on this the 2 day of , 2024, by and between the CITY OF ROUND ROCK,
TEXAS, a home-rule municipality hose offices are located at 221 East Main Street, Round
Rock, Texas 78664, (the "City,") and AUSTIN MAC HAIK FORD LINCOLN, whose offices
are located at 7201 IH 35, Georgetown, TX, 78626 (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 multiple and varied vehicles, (herein referred to as
"Vehicles") and City desires to obtain said Vehicles from Vendor; and
WHEREAS, City is a member of the Houston-Galveston Area Council Cooperative ("H-
GAC") and Vendor is an approved H-GAC vendor through Contract#12267; and
WHEREAS, Vendor is an approved H-GAC vendor though Contract#12267;
WHEREAS, City desires to purchase Vehicles from Vendor through H-GAC as set forth
herein; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
NOW,THEREFORE,WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
mutually agree as follows:
4878-2594-9383/ss2
1.0 DEFINITIONS
A. Agreement means this binding legal contract between City and Vendor whereby
City is authorized to purchase Vehicles and Vendor is obligated to provide Vehicles. This
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 set out in the introductory paragraph above.
D. Vehicles mean the vehicles described in Exhibit"A."
E. Vendor means Austin Mac Haik Ford Lincoln, or any successors or assigns.
2.0 EFFECTIVE DATE AND TERM
A. This Agreement shall remain in full force and effect until it expires as indicated
herein or is terminated in accordance with Section 13.0.
B. This Agreement shall expire on April 28, 2028.
3.0 SCOPE OF WORK
A. The Vehicles which are the subject matter of this Agreement are described
generally herein and referenced in in the attached Exhibit "A," incorporated herein by reference
for all purposes
B. The City is not obligated to purchase any Vehicles from Vendor. If the City
desires to purchase Vehicles from Vendor, it shall issue a request to Vendor through the H-GAC
for availability and pricing.
C. If the City approves the pricing, Vendor shall satisfactorily provide the Vehicles
described herein in accordance with its and referenced in Exhibit "A" within the contract term
specified.
4.0 COSTS
A. City agrees to pay for Vehicles ordered during the term of this Agreement
pursuant to the pricing terms set forth in Exhibit"A" and as agreed above.
B. The City shall is authorized to pay the Vendor an amount not-to-exceed Twelve
Million and No/100 Dollars ($12,000,000.00) for Vehicles ordered from Vendor during the
term of this Agreement.
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5.0 INVOICES
All invoices shall include, at a minimum, the following information:
1. Name and address of Vendor;
2. Purchase Order Number;
3. Description and quantity of Vehicles ordered and received; and
4. Delivery dates.
6.0 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 Vehicles as
determined by City's budget for the fiscal year in question. City may affect such termination by
giving Vendor a written notice of termination at the end of its then-current fiscal year.
7.0 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by City to Vendor will be made within thirty (30) days of the date City receives goods
under this Agreement, the date the performance of the services under this Agreement are
completed, or the date City receives a correct invoice for the goods or services, whichever is
later. Vendor may charge interest on an overdue payment at the "rate in effect" on September 1
of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to
payments made by City in the event:
1. There is a bona fide dispute between City and Vendor, a contractor,
subcontractor, or supplier about the goods delivered or the service performed that
cause the payment to be late; or
2. 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
3. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
4. The invoice is not mailed to City in strict accordance with any instruction on the
purchase order relating to the payment.
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8.0 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.
9.0 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Vendor's charges.
10.0 INSURANCE
Vendor shall meet all City of Round Rock insurance requirements set forth at:
http://www.roundrocktexas. og v/wp-content/uploads/2014/12/corr insurance 07.20112.pdf.
11.0 CITY'S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Marshall Reynolds
General Services Department
212 Commerce Boulevard
Round Rock, TX 78664
(512)218-5571
mre, n�oldsa,roundrocktexas.gov
12.0 DEFAULT
If Vendor abandons or defaults under this Agreement, Vendor shall be declared in default
of this Agreement if it does any of the following and fails to cure the issue within thirty (30) days
of receipt of written notice:
A. Fails to fully, timely and faithfully perform any of its material obligations under
this Agreement;
B. Becomes insolvent or seeks relief under the bankruptcy laws of the United States,
and is unable to perform its material obligations under the Agreement.
13.0 TERMINATION AND SUSPENSION
A. In the event of any uncured default by either party, the non-defaulting party has
the right to terminate this Agreement for cause, upon ten (10) days' written notice to the
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defaulting party following the cure period.
B. If the City terminates this Agreement, the City shall be responsible only for
amounts due and owing up to the date of termination.
14.0 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 2271, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods or services unless the contract contains
written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott
Israel and 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 during the term of this Agreement.
C. In accordance with Chapter 2274, Texas Government Code, a governmental entity
may not enter into a contract with a company with at least ten (10) full-time employees for a
value of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract
has a provision verifying that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the contract against a firearm entity or firearm trade association. The signatory
executing this Agreement on behalf of Vendor verifies Vendor does not have a practice, policy,
guidance, or directive that discriminates against a firearm entity or firearm trade association, and
it will not discriminate during the term of this Agreement against a firearm entity or firearm trade
association.
D. In accordance with Chapter 2274, Texas Government Code, a governmental entity
may not enter into a contract with a company with at least ten (10) full-time employees for a
value of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract
has a provision verifying that it: (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of this Agreement. The signatory executing this Agreement on
behalf of Vendor verifies Vendor does not boycott energy companies, and it will not boycott
energy companies during the term of this Agreement.
15.0 ASSIGNMENT AND DELEGATION
The parties hereby bind themselves, their successors, assigns and legal representatives to
each other with respect to the terms of this Agreement. Neither party shall assign, sublet or
transfer any interest in this Agreement without prior written authorization of the other party.
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16.0 NOTICES
A. 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 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:
Austin Mac Haik Ford Lincoln
7201 IH 35
Georgetown, TX 78626
Notice to City:
City Manager Stephanie L. Sandre, City Attorney
221 East Main Street AND TO: 309 East Main Street
Round Rock, TX 78664 Round Rock, TX 78664
B. Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
17.0 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.
18.0 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Vendor and City. This Agreement may be amended or supplemented only by mutual agreement
of the parties hereto in writing.
19.0 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 USC Section 1-14) or any applicable state arbitration statute.
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20.0 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.
21.0 MISCELLANEOUS PROVISIONS
A. 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.
B. Time is of the Essence. The parties agree that, from time to time, certain unique
transactions may have special requirements relative to timing and, accordingly, the parties will
identify those transactions and exercise best efforts to accomplish those transactions within the
stated timeframe. Other timing requirements will be met in a commercially reasonable manner.
Where damage is caused to City due to Vendor's failure to perform in the special timing
requirement circumstances, City may pursue any remedy available without waiver of any of
City's additional legal rights or remedies.
C. Binding Agreement. This Agreement shall extend to and be binding upon and
inure to the benefit of the parties' respective heirs, executors, administrators, successors and
assigns.
D. 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.
Austin Nbe HaikF sUi oln
By:
Paul Neagle
Title: CommercoI ccount Manager
Date Signed: 06/24/2024
City of Rou Rock,Texas
By: _ 91
Craig Njorgan, 6
or
Date Signed: P71249-
ForC'ty,Attest:
B .
Meagan Spink ity Jerk
For City,Approved as to Form:
B y:
tep ante L. Sandre, City Attorney
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DocuSign Envelope ID EC5B0060-CB42-4772-AFBD-E7C190681EE6
Exhibit A
Attachment A
Austin Mac Haik Ford Lincoln,LTD
Current Model Cars,SUVs,and Light Duty Trucks
Contract No.:VE05-24
Manufacturer Model Item Description Offered List Price HGACBuy
Discount
Category A-Cars
(P8T)Two door,2.31-EcoBoost Engine,Complete with all manufacturer's standard 32,515 3%
Ford Mustang equipment. $
Category B-SUVs and Crossovers
(UOF)Base Trim Package,1-51-EcoBoost engine,complete with all manufacturer's standard °
Ford Escape equipment. $ 29,495 3/0
Forel Edge (K4G)SE Trim Package,four doors,2.OL EcoBoost engine,complete with all manufacturer's $ 39,860 3%
standard equipment.
Ford Bronco Sport (R9B)Big Bend Trim Package,1.51-EcoBoost engine,complete with all manufacturer's S 32,825 3%
standard equipment.
(E7A)Big Bend Trim Package,Two Door, 2.3L EcoBoost 14 engine,10 speed automatic °
Ford Bronco Sport transmission, $ 41,025 3/0
(K7 B)Base package;2.3L EcoBoost 14 engine,complete with all manufacturer's standard o
Ford Explorer equipment. $ 38,355 3/o
Ford Gspedition (U IF)XL Trim Package,3.5L EcoBoost V6 engine,complete with all manufacturer's $ 56,450 3%
standard equipment.
Category C-Light Duty Trucks
Ford Ranger (R413)XL Package,2.31-EcoBoost 14 Engine,complete with all manufacturer's standard $ 34,160 3%
equipment.
Ford Maverick (W8A)XL Package,2.5L Full Hybrid Engine(FHEV),complete with all manufacturer's S 24,995 3%
standard equipment.
Ford F-150 (FIK)Regular Cab,1/2-ton,regular cab,4x2,6.5'Bed,3.3L Ti-VCT V6,complete with all $ 38,565 3%
manufacturer's standard equipment.
(F2A)Regular Cab,3/4-ton,regular cab,4x2,8'Bed,6.2L V8 engine,automatic o
Ford F-250 transmission,complete with all manufacturer's standard equipment. S 46,965 3/o
Ford F-350 (F3A)Regular Cab,I ton,6.21-V8 engine,automatic transmission,4x2 SRW,TorgShift 10- S 48,010 3%
Speed SelectShift Automatic,8'Bed,complete with all manufacturer standard equipment.
Ford F-450 (F4C)7.3L PFI V8,Regular Cab,4x2 DRW,145.3"wheelbase,TorgShift 10-Speed S 61,450 3%
SelectShift Automatic,complete with all manufacturer's standard equipment.
(F3E)Regular Cab Chassis Cab,I ton,6.81-V8 engine,4x2,TorgShift 10-Speed SelectShift
Ford F-350 CC Automatic,transmission,complete with all manufacturers standard equipment. $ 49,660 3%
(F4G)Regular Cab Chassis Cab,7.3L V8 engine,4x2,TorgShift 10-Speed SelectShift o
Ford F 450 CC Automatic,transmission,complete with all manufacturer's standard equipment. $ 54,740 3/o
Ford F-550 CC (F5G),Regular Cab Chassis Cab 7.3L V8 engine,4x2 DRW,145.3"wheelbase,TorgShift 10 S 55,840 3%
Speed SelectShift Automatic,complete with all manufacturer's standard equipment.
Ford F-600 CC (F6K) Regular Cab Chassis Cab 7.31-V8 engine,4x2 DRW,145 3"wheelbase,TorgShift 10- $ 59.500 3%
Speed SelectShift Automatic,complete with all manufacturer's standard equipment.
Category D-Vans
(EIY)Transit Cargo Van(Low Roof)-3.5L W
PFDi V6 engine,8670lbs GVWR,130"
Ford T-150 Low wheelbase,complete with all manufacturer's standard equipment. S 48,510 3%
Ford T-150 Mid (EIC)Transit Cargo Van(Medium Roof)-3.51,PFDi V6 engine,8670lbs GVWR,130" S 50,430 3%
wheelbase,complete with all manufacturer's standard equipment.
(RI Y)Transit Cargo Van(Low Roof)-3.51-PFDi V6 engine,9070lbs GVWR,130" o
Ford T-250 Low wheelbase,complete with all manufacturer's standard equipment. $ 49,455 3/°
Ford T-250 Mid (RIC)Transit Cargo Van(Medium Roof)-3.5L PFDi V6 engine,9070lbs GVWR,130" S 51,380 3%
wheelbase,complete with all manufacturer's standard equipment.
Ford T-250 High (R2X)Transit Cargo Van(High Roof)-3.51-PFDi V6 engine,90701bs GVWR,148" S 53,280 3%
wheelbase,complete with all manufacturer's standard equipment.
Ford T-350 Low (WI Y)Transit Cargo Van(Low Roof)-3.5L PFDi V6 engine,95001bs GVWR,130" S 50,710 3%
wheelbase,complete with all manufacturer's standard equipment
Ford T-350 Mid
(W9C)Transit Cargo Van(Medium Roof)-3.5L PFDi V6 engine,9500lbs GVWR,130" S 52,630 3%
wheelbase,complete with all manufacturer's standard equipment.
(W IX)Transit Cargo Van(High Roof)-3.5L PFDi V6 engine,9500lbs GVWR,148"
Ford T-350 High wheelbase,complete with all manufacturer's standard equipment. $ 54,530 3%
(X2Y)Transit Passenger Van(Low Roof)-Seating for 12,3.51,PDFI V6 engine,9250lbs o
Ford T-350 Low GVWR,148"wheelbase,complete with all manufacturers standard equipment. S 55,240 3/o
Ford T-350 Mid (X2C)Transit Passenger Van(Medium Roof)-Seating for 12,3.51,PDFI V6 engine,9250lbs S 56,620 3%
GVWR,148"wheelbase,complete with all manufacturer's standard equipment.
(X2X)Transit Passenger Van(High Roof)-Seating for 12,3.51,PDFI V6 engine,9250lbs °
Ford T-350 High GVWR,148"wheelbase,complete with all manufacturer's standard equipment. S 57,815 3/o
I
DocuSign Envelope ID: EC5B0060-CB42-4772-AFBD-E7C190681EE6
Exhibit A
Ford T-250 Cutaway (R5P)Transit Cutaway Chassis-3.5L V6 engine,9070lbs GVWR,complete with all S 45,080 3%
manufacturer's standard equipment.
Ford T-350HD Cutaway (W5P)Transit Cutaway Chassis-3.5E V6 engine,DRW,9070lbs GVWR,complete with all $ 45,845 3%
manufacturer's standard equipment.
Ford T-250 CC (RSZ)Transit Chassis Cab-3.5L V6 engine,9070lbs GVWR,complete with all $ 45,625 3%
manufacturer's standard equipment.
Ford T-350HD CC (W5Z)Transit Chassis Cab-3.51-V6 engine,DRW,9070lbs GVWR,complete with all S 46,410 3%
manufacturers standard equipment.
(E3F)Van Chassis-7.3L V8 engine,DRW,138"wheelbase,10050lbs GVWR,complete
Ford E-350 Cutaway with all manufacturer's standard equipment. S 38,690 3%
Ford E450 Cutaway (E4F)Van Chassis-7.31-V8 engine,DRW,138"wheelbase,10050lbs GVWR,complete with S 41,165 3%
all manufacturer's standard equipment.
Category E-Police Response Vehicles
Crew Cab,Four door,3.51-EcoBoost V6 engine,complete with all manufacturer's standard
Ford Police Responder F-150 W IP equipment. $ 53,605 3%
Ford Police Interceptor K8A Sport Utility A",3.31-HEV engine complete with all manufacturer's standard equipment. S 48,760 3%
Ford Expedition SSV U IF 3.5L EcoBoost V6 engine,complete with all manufacturer's standard equipment. $ 56,450 3%
Category F-Electric/Alternative Fuel
Ford Mach E (KIR)Two door,Electric engine,complete with all manufacturer's standard equipment. S 45,39U 3%
Ford F-150 Lightnig Pro (W IB)Crew Cab,Four door,Electric engine,complete with all manufacturer's standard 5 52,090 3%
equipment.
Ford E-Transit 350 (WI Y) Two door,Electric engine,complete with all manufacturer's standard equipment. S 52,090 3%
Ford E-Transit 350 Cutaway (W5P) Two door,Electric engine,complete with all manufacturer's standard equipment S 48,090 3%
Ford E-Transit 350 CC (W5Z) Two door,Electric engine,complete with all manufacturer's standard equipment $ 48,590 3%
Category G-Service/Maintenance Plans
Fold ESP's Extended Service Maintenance Agreements N/A 10%
Category H-Parts/Supplies
Ford Parts Original Equipment Manufacturer(OEM)Parts+ N/A 25%
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