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Contract - Truck Pro, LLC - 11/16/2023 CITY OF ROUND ROCK AGREEMENT FOR THE PURCHASE OF HEAVY-DUTY BRAKE PARTS WITH TRUCK PRO, LLC THE STATE OF TEXAS § CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS: COUNTY OF WILLIAMSON § COUNTY OF TRAVIS § THAT THIS AGREEMENT for purchase of heavy-duty brake parts, and for related goods and services (referred to herein as the "Agreement"), is made and entered into on this the �( day of the month of k")jj4&kg f. , 2023 by and between the CITY OF ROUND ROCK, a Texas home-rule municipality, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299 (referred to herein as the "City"), and TRUCK PRO, LLC,with offices located at 8151 North Lamar Boulevard, Austin, Texas 78753 (referred to herein as the "Vendor"). RECITALS: WHEREAS,City desires to purchase heavy-duty brake parts; and WHEREAS, City has issued its"Invitation for Bid" (hereinafter referred to as"IFB") for the provision of said goods and services; and WHEREAS,Vendor has submitted the lowest responsible bid; 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 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 City is obligated to buy specified services and Vendor is obligated to provide same. The Agreement includes the following: (a) City's IFB, designated Solicitation Number 23- 011REBID dated June 2023; (b) Vendor's Response to IFB; (c) contract award; and (d) any 4854-2910-4511/ss2 2 Q 1 exhibits, addenda, and/or amendments thereto. Any inconsistencies or conflicts in the contract documents shall be resolved by giving preference in the following order: (1) This Agreement; (2) Vendor's Response to IFB; (3) City's IFB, exhibits,and attachments. B. City means the City of Round Rock, Williamson and Travis Counties, Texas. C. Effective Date means the date upon which the binding signatures of both parties to this Agreement are affixed. D. Force Majeure means acts of God, strikes, lockouts, or other industrial disturbances, acts of the public enemy, orders of any kind from the government of the United States or the State of Texas or any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the government and the people, civil disturbances, explosions, or other causes not reasonably within the control of the party claiming such inability. E. Goods and services mean the specified services, supplies, materials, commodities, or equipment. F. Vendor means TruckPro,LLC, its successor or assigns. 2.01 EFFECTIVE DATE AND TERM A. This Agreement shall be effective on the date this Agreement has been signed by each party hereto,and shall remain in full force and effect unless and until it expires by operation of the term indicated herein,or is terminated or extended as provided herein. B. The term of this Agreement shall be for sixty (60) months from the effective date hereof. C. City reserves the right to review the relationship at any time, and may elect to terminate this Agreement with or without cause or may elect to continue. 3.01 CONTRACT DOCUMENTS AND EXHIBITS City selected Vendor to supply the goods as outlined in the IFB, and the Response to IFB submitted by Vendor as set forth in Exhibit "A," attached hereto and incorporated herein by reference for all purposes. The intent of these documents is to formulate an Agreement listing the responsibilities of both parties as outlined in the IFB and as offered by Vendor in its Response to the IFB. 2 The services which are the subject matter of this Agreement are described in Exhibit"A" and, together with this Agreement, comprise the total Agreement and they are fully a part of this Agreement as if repeated herein in full. 4.01 ITEMS AWARDED AND SCOPE OF WORK Items Awarded. All bid items in Attachment A: Bid Sheet of Exhibit "A" are awarded to Vendor. Scope of Work: For purposes of this Agreement, City has issued documents delineating the required services (specifically IFB No. 23-011 REBID dated June 2023). Vendor has issued its response agreeing to provide all such required services in all specified particulars. All such referenced documents are included in Exhibit "A" attached hereto and made a part hereof for all purposes. When taken together with the appended exhibits, 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 services described under the attached exhibits within the contract term specified in Section 2.01. Vendor's undertakings shall be limited to performing services for City and/or advising City concerning those matters on which Vendor has been specifically engaged. Vendor shall perform its 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. In consideration for the services to be performed by Vendor, City agrees to pay Vendor the amounts set forth in"Attachment A: Bid Sheet"of the attached Exhibit"A." B. The City shall be authorized to pay the Vendor an amount not-to-exceed One Hundred Thirty-Eight Thousand Six Hundred Sixty-Two and No/100 Dollars ($138,662.00) 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 D. Delivery or performance dates. 3 7.01 INTERLOCAL COOPERATIVE CONTRACTING/PURCHASING Authority for local governments to contract with one another to perform certain governmental functions and services, including but not limited to purchasing functions, is granted under Government Code, Title 7, Chapter 791, Interlocal Cooperation Contracts, Subchapter B and Subchapter C, and Local Government Code, Title 8, Chapter 271, Subchapter F, Section 271.101 and Section 271.102. Other governmental entities within the State of Texas may be extended the opportunity to purchase off of the City's bid, with the consent and agreement of the successful service provider(s) and the City. Such agreement shall be conclusively inferred for the Vendor from lack of exception to this clause in the service provider's response. However, all parties hereby expressly agree that the City is not an agent of, partner to, or representative of those outside agencies or entities and that the City is not obligated or liable for any action or debts that may arise out of such independently-negotiated"piggyback"procurements. 8.01 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 affect such termination by giving Vendor a written notice of termination at the end of its then current fiscal year. 9.01 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, 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 4 D. Invoices are not mailed to City in strict accordance with instructions, if any, on the purchase order or the Agreement or other such contractual agreement. 10.01 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. 11.01 TAXES City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be included in Vendor's charges. 12.01 ORDERS PLACED WITH ALTERNATE VENDORS If Vendor cannot provide the goods as specified, City reserves the right and option to obtain the products from another supplier or suppliers. 13.01 INSURANCE Vendor shall meet all insurance requirements set forth Part II, Section 2 of IFB No. 23- 011 REBID and on the City's website at: hgps://www.roundrocktexas.gov/wp-content/uploads/2014/12/corr insurance 07.20112.12df 14.01 CITY'S REPRESENTATIVES City hereby designates the following representatives authorized to act in its behalf with regard to this Agreement: Chad McDowell Director of General Services 212 Commerce Cove Round Rock, Texas 78665 512-341-3191 cmcdowel la-roundrocktexas.gov 15.01 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 5 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. 16.01 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. 17.01 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 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. 6 18.01 INDEMNIFICATION Vendor shall defend (at the option of City), indemnify, and hold City, its successors, assigns, officers, employees and elected officials harmless from and against all suits, actions, legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any and all other costs or fees arising out of, or incident to, concerning or resulting from the fault of Vendor, or Vendor's agents, employees or subcontractors, in the performance of Vendor's obligations under this Agreement, no matter how, or to whom, such loss may occur. Nothing herein shall be deemed to limit the rights of City or Vendor (including, but not limited to the right to seek contribution)against any third party who may be liable for an indemnified claim. 19.01 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 2271, Texas Government Code, a governmental entity may not enter into a contract with a company for goods and services unless the contact contains written verification from the company that it: (1)does not boycott Israel; and(2)will not boycott Israel during the terms 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 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 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. 7 0 20.01 ASSIGNMENT AND DELEGATION The parties each hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. Neither party shall assign, sublet or transfer any interest in this Agreement without prior written authorization of the other party. 21.01 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: TruckPro, LLC 8151 North Lamar Boulevard Austin, Texas 78753 Notice to City: Laurie Hadley, 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 Nothing contained herein shall be construed to restrict the transmission of routine communications between representatives of City and Vendor. 22.01 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. 23.01 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. 8 24.01 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 USC Section 1-14)or any applicable state arbitration statute. 25.01 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. 26.01 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.] 9 IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates indicated. City of Round Rock, Texas TruckPro, LLC By: By: Printed Nam : Printed Name: m4 -Apa 1t Title: AAAYM Title: C t o V r1-} 8I18 e Date Signed: Date Signed: QQ tf 3 3 Attest: B Meagan Spi , City Jerk For City,Approved as to Form: By: tephani . Sandre, ity Attorney 10 Exhibit "A" m UND ROCK TEXAS ASING DIVISION City of Round Rock, Texas Purchasing Division 221 East Main Street Round Rock, Texas 78664-5299 www.roundrocktexas.gov INVITATION FOR BID (IFB) HEAVY DUTY BRAKE PARTS SOLICITATION NUMBER 23-011 JUNE 2023 City of Round Rock Exhibit "A" Heavy Duty Brake Parts IFB 23-011 Commodity Code: 765-05, 557-20 June 2023 HEAVY DUTY BRAKE PARTS PART GENERAL REQUIREMENTS 1. PURPOSE AND BACKGROUND: The City of Round Rock, herein after"the City" seeks a bid from firms experienced in providing heavy duty brake parts for commercial vehicles. The City requires a vendor to supply and deliver heavy duty brake parts on an "as needed" basis for the Fleet Maintenance Department. 2. SOLICITATION PACKET: This solicitation packet is comprised of the following- Description Index Part I —General Requirements Page(s)2-5 Part II —Definitions, Standard Terms and Conditions, and Insurance Page 6 Requirements Part III —Supplemental Terms and Conditions Page(s)7-8 Part IV—Scope of Work/Specifications Page 9 Attachment A—Bid Sheet Separate Attachment Attachment B—Reference Sheet Separate Attachment 3. SCHEDULE OF EVENTS: It is the City's intention to follow the solicitation timeline below. EVENT DATE Solicitation released June 14, 2023 Deadline for submission of questions June 28, 2023 @ 5:00 PM, CST City responses to questions or addendums Approximately June 30, 2023 @ 5:00 PM, CST Deadline for submission of responses July 13, 2023 @ 3:00 PM, CST All questions regarding the solicitation shall be submitted through Bonfire by 5:00 PM, CST on the due date noted above. A copy of all questions submitted and the City's response to the questions shall be posted on the City's webpage in the form of an addendum at: https://roundrocktexas.bonfirehub.com The City reserves the right to modify these dates. Notice of date change will be posted to the City's website: https://roundrocktexas.bonfirehub.com 4. SOLICITATION UPDATES: Respondents shall be responsible for monitoring the City's website at https://roundrocktexas.bonfirehub.com for any updates pertaining to the solicitation described herein. Various updates may include addendums, cancellations, notifications, and any other pertinent information necessary for the submission of a correct and accurate response. The City will not be held responsible for any further communication beyond updating the website. 5. RESPONSE DUE DATE: Appropriately submitted responses are due at or before 3:00 PM, on the due date noted in PART I, Section 3—Schedule of Events. The Offeror shall respond via the City's electronic bidding platform, Bonfire: https://roundrocktexas.bonfirehub.com A. This request for proposal (RFP)does not commit the City to contract for any supply or service. B. No paper or submittals outside of Bonfire will be accepted by the City. C. Responses cannot be altered or amended after digital opening. Page 2 of 9 City of Round Rock Exhibit "A" Heavy Duty Brake Parts IFB 23-011 Commodity Code: 765-05, 557-20 June 2023 D. No response can be withdrawn after opening without written approval from the City for an acceptable reason. E. The City will not be bound by any oral statement or offer made contrary to the written specifications. F. Samples and/or copies shall be provided at the Respondent's expense and shall become the property of the City. 6. RESPONDENT QUALIFICATIONS: The City has established the following minimum qualifications. Respondents who do not meet the minimum qualifications will not be considered for award. The Respondent shall: A. Be firms, corporations, individuals, or partnerships normally engaged in providing heavy duty brake parts as specified herein and have adequate organization, facilities, equipment, financial capability, and personnel to ensure prompt and efficient service to the City. B. Be domiciled in or have a home office inside the United States. Respondents domiciled outside the United States, or not having a home office inside the United States will not be included for consideration in this RFP process. C. Have a location within a 30-mile radius of the City and shall provide the option for the City to conveniently collect or acquire parts. 7. RESPONSE REQUIREMENTS: The Respondent, by electronically submitting their Offer, acknowledges that he/she is an authorized representative of the Vendor, has received and read the entire document packet sections defined above including all documents incorporated by reference, and agrees to be bound by the terms therein. The Respondent shall include the following information with their bid response: ❑ Attachment A—Bid Sheet ❑ Attachment B—Reference Sheet ❑ Acknowledged Addenda(if applicable) ❑ The Respondent shall include in the proposal a list of all litigation the company or its principals have been involved in within the last three(3) years. ❑ The Respondent must have a location within a 30-mile radius of the City and shall provide the option for the City to conveniently collect or acquire parts. 8. BEST VALUE EVALUATION AND CRITERIA: The City reserves the right to reject any or all responses, or to accept any response deemed most advantageous, or to waive any irregularities or informalities in the response received that best serves the interest and at the sole discretion of the City. All solicitations received may be evaluated based on the best value for the City. In determining best value, the City may consider: A. Purchase price. B. Reputation of Respondent and of Respondent's goods and services. C. Quality of the Respondent's goods and services. D. The extent to which the goods and services meet the City's needs. E. Respondent's past performance with the City. F. The total long-term cost to the City to acquire the Respondent's goods or services. G. Any relevant criteria specifically listed in the solicitation. H. If the solicitation is evaluated with points, the respondent must earn a minimum of 15 points on criteria not related to cost in order to be considered for contract award. Respondents may be contacted for clarification of bid and/or to discuss details of the services they are proposing. 9. CERTIFICATE OF INTERESTED PARTIES: Section 2252.908 of the Texas Government Code requires the successful offeror to complete a Form 1295"Certificate of Interested Parties"that is signed for a contract Page 3 of 9 Exhibit "A" City of Round Rock Heavy Duty Brake Parts IFB 23-011 Commodity Code: 765-05, 557-20 June 2023 award requiring council authorization. The"Certificate of Interested Parties"form must be completed on the Texas Ethics Commission website, printed, signed, and submitted to the City by the authorized agent of the Business Entity with acknowledgment that disclosure is made under oath and under penalty of perjury prior to final contract execution. Link to Texas Ethics Commission Webpage: httos://www.ethics.state.tx.us/whatsnew/elf info form1295.htm 10. EX PARTE COMMUNICATION: Please note that to insure the proper and fair evaluation of a bid, the City of Round Rock prohibits ex parte communication (e.g., unsolicited) initiated by the Bidder to the City Official, Employee, City Consultant, or Evaluation Team member evaluating or considering the bids prior to the time a bid decision has been made. Communication between Bidder and the City will be initiated by the appropriate City Official or Employee in order to obtain information or clarification needed to develop a proper and accurate evaluation of the bid. Ex parte communication may be grounds for disqualifying the offending Bidder from consideration or award of the bid then in evaluation, or any future bid. 11. OPPORTUNITY TO PROTEST: The Purchasing Manager for the City of Round Rock ("City"), in consultation with the City Attorney, shall have the authority to settle or resolve any dispute concerning the solicitation or award of a contract. The Purchasing Manager may solicit written responses to the protest from other interested parties. The aggrieved person must prepare his or her complaint in writing and send it by electronic mail to the City's Purchasing Department at protest(a)_roundrocktexas.gov. In the event of a timely protest, the City shall not proceed further with the solicitation or award of a contract unless it is determined that the award must take place without delay, to protect the best interests of the City. The procedures for notifying the City of an alleged deficiency or filing a protest are listed below. If you fail to comply with any of these requirements, the Purchasing Office may dismiss your complaint or protest. A. Prior to Offer Due Date: If you are a prospective offeror for the award of a contract ("Offeror") and you become aware of the facts regarding what you believe is a deficiency in the solicitation process before the due date for receipt of offers in response to a solicitation ("Offers"), you must notify the City in writing of the alleged deficiency before that date, giving the City an opportunity to resolve the situation prior to the Offer due date. B. After Offer Due Date: If you submit an Offer to the City and you believe that there has been a deficiency in the solicitation process or the award, you have the opportunity to protest the solicitation process, or the recommended award as follows: i. You must file a written notice of your intent to protest within four(4)working days of the date that you know or should have known of the facts relating to the protest. If you do not file a written notice of intent within this time, you have waived all rights to protest the solicitation process or the award. ii. You must file your formal written protest within ten (10)working days of the date that you know or should have known of the facts relating to the protest unless you know of the facts before the Offer has been closed. If you know of the facts before those dates, you must notify the City as stated in section (A)above. iii. You must submit your protest in writing and must include the following information: a. your name, address, telephone number, and email address. b. the solicitation number. c. a specific identification of the statutory or regulatory provision that you are alleging has been violated. d. a detailed statement of the factual grounds for your protest, including copies of any relevant documents. e. a statement of any issues of law or fact that you contend must be resolved; and f. a statement of the argument and authority that you offer in support of your protest. iv. Your protest must be concise and presented logically and factually to help with the City's review. C. Receipt of Timely Protest: When the City receives a timely and complete written protest, the Purchasing Manager, with assistance from the City Attorney, shall make one of the following determinations: i. Determine that a violation of rules and statutes has occurred prior to the award of the contract and inform you and other interested parties of the determination. The City will prepare updated solicitation documents and will re-solicit. Page 4 of 9 Exhibit "A" City of Round Rock Heavy Duty Brake Parts IFB 23-011 Commodity Code: 765-05, 557-20 June 2023 ii. Determine that no violation of rules or statutes has occurred and inform you and other interested parties of the decision by letter. The reasons for the determination will be presented in the letter. iii. Determine that a violation of rules and statutes has occurred after the award of the contract and inform you and other interested parties of the determination. However, the awarded contract will not be canceled. As needed, corrective actions may be taken with purchasing or any other pertinent City staff. iv. A determination will usually be made within fifteen (15) business days after receipt of the formal protest. v. Any written decisions by the Purchasing Manager shall be the final administrative action for the City. All documentation pertaining to a protest will be kept on file at the City and are subject to open records requests. Page 5 of 9 City of Round Rock Exhibit "A" Heavy Duty Brake Parts IFB 23-011 Commodity Code: 765-05, 557-20 June 2023 PART II DEFINITIONS, STANDARD TERMS AND CONDITIONS AND INSURANCE REQUIREMENTS 1. DEFINITIONS, STANDARD TERMS AND CONDITIONS: By submitting a response to this solicitation, the Respondent agrees that the City's Definitions and Standard Terms and Conditions, in effect at the time of release of the solicitation, shall govern unless specifically provided otherwise in a separate agreement or on the face of a purchase order. These can be obtained from the City's website at: https://www.roundrocktexas.gov/city-departments/purchasing/. In addition, the Supplemental Terms and Conditions listed in Section III, shall also be enforced as part of the contract. 2. INSURANCE: Insurance does not apply to this solicitation. Page 6 of 9 City of Round Rock Exhibit "A" Heavy Duty Brake Parts IFB 23-011 Commodity Code: 765-05, 557-20 June 2023 PART III SUPPLEMENTAL TERMS AND CONDITIONS 1. AGREEMENT TERM: The terms of the awarded agreement shall include but not be limited to the following: A. The term of the Agreement shall begin from date of award and shall remain in full force for sixty(60) months. B. The Respondent agrees, if this Offer is accepted within 120 calendar days after the Due Date, to fully comply in strict accordance with the Solicitation, specifications, and the amounts shown on bid sheet. C. Upon expiration of the contract term, the Contractor agrees to hold over under the terms and conditions of this agreement for such a period as is reasonably necessary to re-solicit and/or complete the project up to 120 days. 2. SUBCONTRACTORS: Respondent shall not subcontract or otherwise engage subcontractors to perform required services. 3. PRICING: The Respondent shall determine and submit a fixed cost for the work and shall include all incidental costs, labor, overhead charges, travel, payroll expenses, freight, equipment acquisition and maintenance, demurrage, fuel surcharges, delivery charges, costs associated with obtaining permits, insurance, bonds, and risk management. No separate line-item charges shall be permitted for either response or invoice purposes. 4. PRICE INCREASE: Contract prices for heavy duty brake parts shall remain firm throughout the initial twelve (12) month term of the contract. A price increase to the agreement may be considered on the anniversary date of the Contract each year and shall be equal to the consumer price index for that year, but at no time can the increase be greater than 10% for any single line item unless otherwise approved by the City. A. Consumer Price Index(CPI): Price adjustments will be made in accordance with the percentage change in the U.S. Department of Labor Consumer Price Index(CPI-U)for all Urban Consumers. The price adjustment rate will be determined by comparing the percentage difference between the CPI in effect for the base year six-month average (January through June OR July through December), and each (January through June OR July through December six month average)thereafter. The percentage difference between those two CPI issues will be the price adjustment rate. No retroactive contract price adjustments will be allowed. The Consumer Price Index (CPI) is found at the Bureau of Labor Statistics, Consumer Price Index website: http://www.bls.gov/cpi B. Procedure to Request Increase: i. Email the written price increase request to purchasing(a)roundrocktexas.gov with the rate detail comparison, a comprehensive calculation, and any supporting documentation to the designated City Contract Specialist a minimum of 45 days prior to the annual Contract anniversary date. The detailed written calculation will be verified and confirmed. All written requests for increases must include the City of Round Rock contract number, solicitation reference information and contact information for the authorized representative requesting the increase. ii. Upon receipt of the request, the City reserves the right to either accept the escalation and make change to the purchase order within 30 days of the request or negotiate with the Vendor or cancel the agreement or purchase order if an agreement cannot be reached on the value of the increase. 5. PERFORMANCE REVIEW: The City reserves the right to review the awarded Contractor's performance anytime during the contract term. 6. MATERIALS SPECIFICATIONS/DESCRIPTIVE LITERATURE: A. If a solicitation refers to a Qualified Products List(QPL), Standard Products List (SPL) or a manufacturer's name and product, any Offeror offering products not referenced in the solicitation must submit as part of their Offer materials specifications/descriptive literature for the non-referenced Page 7 of 9 City of Round Rock Exhibit "A" Heavy Duty Brake Parts IFB 23-011 Commodity Code: 765-05, 557-20 June 2023 product. Materials specifications/descriptive literature must be identified to show the item(s) in the Offer to which it applies. B. Materials specifications/descriptive literature are defined as product manufacturer's catalog pages, "cut sheets" applicable tests results, or related detailed documents that specify material construction, performance parameters, and any industrial standards that are applicable such as ANSI,ASTM, ASME, SAE, NFPA, NBS, EIA, ESL, and NSA. The submitted materials specifications/descriptive literature must include the manufacturer's name and product number of the product being offered. C. The failure of the materials specifications/descriptive literature to show that the product offered conforms to the requirements of the Solicitation shall result in rejection of the Offer. D. Failure to submit the materials specifications/descriptive literature as part of the Offer may subject the Offer to disqualification from consideration for award. 7. ORDER QUANTITY: The quantities shown on the solicitation are estimates only. No guarantee of any minimum or maximum purchase is made or implied. The City will only order the services/goods needed to satisfy requirements within budgetary constraints, which may be more or less than indicated. 8. AWARD: The City reserves the right to enter into an Agreement or a Purchase Order with a single award, split award, primary and secondary award, non-award, or use any combination that best serves the interest and at the sole discretion of the City. Respondents to the solicitation will be notified when City staff recommendation of award has been made. The award announcement will be posted to the City's website at https://roundrocktexas.bonfirehub.com once City Council has approved the recommendation of award and the agreement has been executed. 9. POST AWARD MEETING: The City and successful Respondent(s) may have a post award meeting to discuss, but not be limited to the following: A. The method to provide a smooth and orderly transition of services performed from the current contractor. B. Provide City contact(s) information for implementation of agreement. C. Identify specific milestones, goals, and strategies to meet objectives. 10. POINT OF CONTACT/DESIGNATED REPRESENTATIVE: A. Contractor's point of contact: In order to maintain consistent standards of quality work performed across the City, the City shall be provided with a designated and identified point of contact upon award of the contract to include contact information. The City's designated representative shall be notified by the Respondent immediately should the point of contact change. B. The City's designated representative: The City's designated representative shall be: Rick Joubert Superintendent-Fleet Operations General Services Department Phone: 512-218-6682 E-mail: rbuovC&roundrocktexas.gov C. Do not contact the individual listed above with questions or comments regarding this solicitation during the solicitation. Page 8 of 9 Exhibit "A" City of Round Rock Heavy Duty Brake Parts IFB 23-011 Commodity Code: 765-05, 557-20 June 2023 PART IV SPECIFICATIONS 1. PURPOSE: The City of Round Rock, herein after"the City" seeks a bid from firms experienced in providing heavy duty brake parts for commercial vehicles. The City requires a vendor to supply and deliver heavy duty brake parts on an "as needed" basis for the Fleet Maintenance Department. 2. DELIVERY: A. All shipments and/or deliveries shall be made to the following address: Fleet Maintenance 901 Luther Peterson Place Round Rock, Texas 78664 B. Goods shall be received between the hours of 8:00 am to 5:00 pm Monday through Friday. All shipments shall be coordinated with a City-authorized representative. C. No Fuel surcharges or mileage charges shall be permitted. Transportation costs shall be included in the markup price bid in response to this solicitation. 3. RETURNS: The City of Round Rock reserves the right to return unused items as needed. The Contractor will be responsible for issuing all return credits, to include any shipping charges, if necessary, for returns due to incorrectly shipped orders, items damaged in transit, shipment of obsolete parts to the City, or instances of surplus. 4. PRODUCTS: A. All parts shall be in new and unused conditions. Used, damaged, demo, prototype, and/or discontinued parts are not accepted. B. Substitutions shall not be permitted unless agreed upon by the City. 5. CONTRACTOR RESPONSIBILTIES: Awarded contractor shall- A. Be an authorized distributor of parts listed in Attachment A—Bid Sheet. B. Ensure that orders and parts are delivered in a timely manner. C. Notify the City of recalls, warranty replacements, safety notices, and/or any applicable information regarding the parts being sold. D. Provide the City with a Primary and Secondary (POC) point of contact. 6. CITY RESPONSIBILITIES: The City will- A. Provide access to the facility upon delivery. B. Provide delivery instructions or additional delivery locations if needed. C. Coordinate returns and/or warranty claims in a timely manner. Page 9 of 9 Exhibit "A" Attachment A- Bid Sheet IFB 23-011 REBID Heavy Duty Brake Parts The Respondent represents by their signature below that they are submitting a binding offer and are authorized to bind the respondent to fully comply with the solicitation documents contained in IFB 23-011 REBID Heavy Duty Brake Parts.The Respondent acknowledges that they have received and read the entire solicitation packet,attachments,and all documents incorporated by reference,and agrees to be bound by the terms therein. Special Instructions:All prices must be quoted in order to be considered responsive,be advised that exceptions taken to any portion of the solicitation will jeopardize acceptance of the bid.Alternative bids will not be considered and unauthorized modifications to the bid sheet format will result in the rejection of the bid.The City reserves the right to purchase more or less than the quantities indicated below Part# Manufacturer Description Estimated Unit Unit Cost Extended Total Quantity 43764 SKF SEAL;WHEEL FRONT(QUANTUM,DASH,TAK-4) 10 EA $61.99 $619.90 61855 Armada DRUM;BRAKE,REAR,16.5"x9"SEVERE DUTY 10 EA $219.99 $2,199.90 153.118Z156 Automann ROTOR;BRAKE,FRONT(TAK4)E NG IN E&QUINT 20 EA 1 $299.99 $5,999.80 201.1003LP2 Automann CAP NUT;WHEEL,INNER,LEFT HAND 10 EA $3.65 $36.50 201.1003RP2 Automann CAP NUT;WHEEL,INNER,RIGHT HAND 10 EA $3.65 $36.50 201.2003LP5 Automann LUG NUT;WHEEL,OUTER,LEFT HAND 10 EA 1 $1.15 $11.50 201.2003RP5 Automann LUG NUT;WHEEL,OUTER,RIGHT HAND 10 EA $1.15 $11.50 201.62381- Automann STUD;WHEEL,LEFT HAND 10 EA $3.99 $39.90 201.6238R Automann STUD;WHEEL,RIGHT HAND 10 EA $3.99 $39.90 4515PCSFT Abex SHOE;SET,BRAKE LINING,REAR 1 SIDE,2 SHOE 20 EA $209.99 $4,199.80 4726ES2ARWBT Armada SHOE SET;BRAKE,REAR,2ND GEN,ES2 10 EA $90.99 $909.90 DRUM;BRAKE,REAR TANDEM,PLATFORM 78502B Webb AERIAL 20 EA $269.99 $5,399.80 FS9501 Firestone WHEEL GUARD;SHIM,OLD STYLE 10 EA $279.99 $2,799.90 FS9503 Firestone WHEEL GUARD;SHIM,NEW STYLE 10 EA $299.99 $2,999.90 MMD1203AF Meritor PAD SET;BRAKE,FRONT,SET(PIERCE TAK-4) 10 EA $242.77 $2,427.70 Estimated Annual Total: $27,732.40 SECTION II-DELIVERY FEE STRUCTURE: This section will not be evaluated under Cost but will become part of the contract.This is required information. Fixed delivery fee -T $3.99 Section II-PERCENT OFF ADDITIONAL ITEMS:The information presented in this section will not be assessed based on cost,but it is a crucial component of the contract. It is imperative to provide this information as requested.If the percentage discount is subject to variation,kindly include both the minimum and maximum percentages.Alternatively,you may provide a separate document outlining the breakdown of your percentage calculations. Percent off catalog and/or percent discount(0-100) 0.0% 1of1 Exhibit "A" ATTACHMENT A REFERENCE SHEET PLEASE COMPLETE AND RETURN THIS FORM WITH THE SOLICITATION RESPONSE SOLICITATION NUMBER: IFB 23-011 REBID RESPONDENT'S NAME: Brett Apple DATE: 07/19/2023 Provide the name, address, telephone number and E-MAIL of at least three (3)valid Municipal, Government agencies or firms of comparable size that have utilized services that are similar in type and capacity within the last two (2) years. City of Round Rock references are not applicable. References may be checked prior to award. If references cannot be confirmed or if any negative responses are received it may result in the disqualification of submittal. 1. Company's Name City of Austin Name of Contact Mike Maharidge Title of Contact Inventory Control Specialist E-Mail Address Mike.Maharidge@austintexas.gov Present Address 6301-J Harold Ct. City, State, Zip Code Austin, TX 78721-3639 Telephone Number ( 512 ) 974-9022 Fax Number: ( ) 2. Company's Name City of Austin Name of Contact Isaac Mata Title of Contact Inventory Control Specialist E-Mail Address Isaac.Mata@austintexas.gov Present Address 2412 Kramer Lane City, State, Zip Code Austin, TX 78758 Telephone Number ( 512 ) 978-2342 Fax Number: ( ) 3. Company's Name City of Cedar Park Name of Contact Nick Long Title of Contact Nick.Long@cedarparktexas.gov E-Mail Address Field Superintendent Present Address 2401 Brushy Creek Loop City, State, Zip Code Cedar Park, TX 78613 Telephone Number ( 512 ) 401-5564 Fax Number: ( ) FAILURE TO PROVIDE THE REQUIRED INFORMATION WITH THE SOLICITATION RESPONSE MAY AUTOMATICALLY DISQUALIFY THE RESPONSE FROM CONSIDERATION FOR AWARD.