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v�. SUPPLY AGREEMENT NO. 1821
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Auto Parts for Fleet Maintenance
1852
THIS Auto Parts for Fleet Maintenance Supply Agreement ("Agreement") is entered
into by and between the City of Corpus Christi, a Texas home-rule municipal
corporation ("City") and O'Reilly Auto Enterprises LLC, dba O'Reilly Auto Parts
("Supplier"), effective upon execution by the City Manager or the City Manager's
designee ("City Manager").
WHEREAS, Supplier has bid to provide Auto Parts for Fleet Maintenance in response
to Request for Bid No. N/A ("RFB"), which RFB includes the required scope of work and
all specifications and which RFB and the Supplier's bid response are incorporated by
reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set
out here in its entirety.
NOW, THEREFORE, City and Supplier agree as follows:
1. Scope. Supplier will provide Auto Parts for Fleet Maintenance in accordance with
the attached Scope of Work, as shown in Attachment A, the content of which is
incorporated by reference into this Agreement as if fully set out here in its entirety.
"Goods," "products", and "supplies", as used in this Agreement, refer to and have
the same meaning.
2. Term. This Agreement is for 12 months. The parties may mutually extend the term
of this Agreement for up to one additional 12-month periods ("Option Period(s)"),
provided, the parties do so in writing and prior to the expiration of the original term
or the then-current Option Period. The City's extension authorization must be
executed by the City Manager or designee.
3. Compensation and Payment. The total value of this Agreement is not to exceed
$140,000.00, subject to approved extensions and changes. Payment will be made
for goods delivered and accepted by the City within 30 days of acceptance,
subject to receipt of an acceptable invoice. All pricing must be in accordance
with the attached Bid/Pricing Schedule, as shown in Attachment B, the content
of which is incorporated by reference into this Agreement as if fully set out here in
its entirety.
4. Contract Administrator. The Contract Administrator designated by the City is
responsible for approval of all phases of performance and operations under this
Agreement, including deductions for non-performance and authorizations for
payment. The City's Contract Administrator for this Agreement is as follows:
C2018-652
9/25/18
M2018-185 vrri Page 1 of 7
O'Reilly Auto Parts
u _- - - --- SCANNED
Benjamin Sanchez
Fleet Maintenance
361 .826.1959
BenjaminS@cctexas.com
5. Insurance. Before performance can begin under this Agreement, the Supplier
must deliver a certificate of insurance ("COI"), as proof of the required insurance
coverages, to the City's Risk Manager and the Contract Administrator. Required
insurance shall be maintained by the Supplier for the duration of the contract and
proof of insurance shall be provided to the City upon request. The City must be
named as an additional insured. The City Attorney must be given copies of all
insurance policies within 10 days of the City Manager's written request. Insurance
requirements are as stated in Attachment C, the content of which is incorporated
by reference into this Agreement as if fully set out here in its entirety.
6. Purchase Release Order. For multiple-release purchases of products to be
provided by the Supplier over a period of time, the City will exercise its right to
specify time, place and quantity of products to be delivered in the following
manner: any City department or division may send to Supplier a purchase release
order signed by an authorized agent of the department or division. The purchase
release order must refer to this Agreement, and products will remain with the
Supplier until such time as the products are delivered and accepted by the City.
7. Inspection and Acceptance. Any products that are delivered but not accepted
by the City must be corrected or replaced immediately at no charge to the City.
If immediate correction or replacement at no charge cannot be made by the
Supplier, a replacement product may be bought by the City on the open market.
Any amount paid to Supplier for any products that are not accepted and for
which an immediate correction or replacement cannot be made shall be
reimbursed to the City immediately.
8. Warranty.
(A) The Supplier warrants that all products supplied under this Agreement are
new, quality items that meet the manufacturer's specifications. The Supplier
warrants that it has clear title to the products and that the products are free of
liens or encumbrances.
(B) In addition, the products purchased under this Agreement shall be
warranted by the Supplier or, if indicated in Attachment D by the manufacturer,
for the period stated in Attachment D. Attachment D is attached to this
Agreement and is incorporated by reference into this Agreement as if fully set
out here in its entirety.
Supply Agreement Standard Form Page 2 of 7
9. Quality/Quantity Adjustments. Any quantities indicated on the Bid/Pricing
Schedule are estimates only and do not obligate the City to order or accept more
than the City's actual requirements nor do the estimates restrict the City from
ordering less than its actual needs during the term of the Agreement and including
any Option Period. Substitutions and deviations from the City's product
requirements or specifications are prohibited without the prior written approval of
the Contract Administrator
10. Non-Appropriation. The continuation of this Agreement after the close of any
fiscal year of the City,which fiscal year ends on September 30th annually, is subject
to appropriations and budget approval specifically covering this Agreement as
an expenditure in said budget, and it is within the sole discretion of the City's City
Council to determine whether or not to fund this Agreement. The City does not
represent that this budget item will be adopted, as said determination is within the
City Council's sole discretion when adopting each budget.
11. Independent Contractor. Supplier will perform the work required by this
Agreement as an independent contractor and will furnish such products in its own
manner and method, and under no circumstances or conditions will any agent,
servant or employee of the Supplier be considered an employee of the City.
12. Subcontractors. Supplier may use subcontractors in connection with the work
performed under this Agreement. When using subcontractors, however, the
Supplier must obtain prior written approval from the Contract Administrator if the
subcontractors were not named at the time of bid. In using subcontractors, the
Supplier is responsible for all their acts and omissions to the same extent as if the
subcontractor and its employees were employees of the Supplier. All
requirements set forth as part of this Agreement, including the necessity of
providing a COI in advance to the City, are applicable to all subcontractors and
their employees to the same extent as if the Supplier and its employees had
performed the work.
13. Amendments. This Agreement may be amended or modified only by written
change order signed by both parties. Change orders may be used to modify
quantities as deemed necessary by the City.
14. Waiver. No waiver by either party of any breach of any term or condition of this
Agreement waives any subsequent breach of the same.
15. Taxes. The Supplier covenants to pay payroll taxes, Medicare taxes, FICA taxes,
unemployment taxes and all other related taxes. Upon request, the City Manager
shall be provided proof of payment of these taxes within 15 days of such request.
Supply Agreement Standard Form Page 3 of 7
16. Notice. Any notice required under this Agreement must be given by fax, hand
delivery, or certified mail, postage prepaid, and is deemed received on the day
faxed or hand-delivered or on the third day after postmark if sent by certified mail.
Notice must be sent as follows:
IF TO CITY:
City of Corpus Christi
Attn: Benjamin Sanchez
Assistant Parts Foreman
5352 Ayers Street, Building 3B, Corpus Christi, Texas 78415
361.826.1959
Fax: 361 .826.8255
IF TO SUPPLIER:
O'Reilly Auto Enterprises LLC, dba O'Reilly Auto Parts
Attn: Ernie Hamilton
Bid Analyst II
833 S. Patterson, Springfield, Missouri 65802
417.829.5879
Fax: 800.925.0899
17. SUPPLIER SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE
CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS
("INDEMNITEES') FROM AND AGAINST LIABILITY, LOSS, CLAIMS,
DEMANDS, SUITS, AND CAUSES OF ACTION ON ACCOUNT OF PERSONAL
INJURIES, PROPERTY LOSS, OR DAMAGE, OR OTHER KIND OF INJURY,
LOSS, OR DAMAGE, INCLUDING REASONABLE EXPENSES OF LITIGATION,
COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH
ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH OR
RESULT FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT
OF THE SUPPLIER OR ITS EMPLOYEES OR AGENTS AS IT PERTAINS TO THE
PERFORMANCE OF THIS AGREEMENT.
18. Termination.
(A) The City Manager may terminate this Agreement for Supplier's failure to
perform the work specified in this Agreement or to keep any required insurance
policies in force during the entire term of this Agreement. The Contract
Administrator must give the Supplier written notice of the breach and set out a
reasonable opportunity to cure. If the Supplier has not cured within the cure
period, the City Manager may terminate this Agreement immediately thereafter.
Supply Agreement Standard Form Page 4 of 7
(B) Alternatively, the City Manager may terminate this Agreement for
convenience upon 30 days advance written notice to the Supplier. The City
Manager may also terminate this Agreement upon 24 hours written notice to the
Supplier for failure to pay or provide proof of payment of taxes as set out in this
Agreement.
19. Assignment. No assignment of this Agreement by the Supplier, or of any right or
interest contained herein, is effective unless the City Manager first gives written
consent to such assignment. The performance of this Agreement by the Supplier
is of the essence of this Agreement, and the City Manager's right to withhold
consent to such assignment is within the sole discretion of the City Manager on
any ground whatsoever.
20. Severability. Each provision of this Agreement is considered to be severable and,
if, for any reason, any provision or part of this Agreement is determined to be
invalid and contrary to applicable law, such invalidity shall not impair the
operation of nor affect those portions of this Agreement that are valid, but this
Agreement shall be construed and enforced in all respects as if the invalid or
unenforceable provision or part had been omitted.
21. Order of Precedence. In the event of any conflicts or inconsistencies between this
Agreement, its attachments, and exhibits, such conflicts and inconsistencies will
be resolved by reference to the documents in the following order of priority:
A. this Agreement (excluding attachments and exhibits);
B. its attachments;
C. the bid solicitation document including any addenda (Exhibit 1); then,
D. the Supplier's bid response (Exhibit 2).
22. Certificate of Interested Parties. Supplier agrees to comply with Texas Government
Code Section 2252.908, as it may be amended, and to complete Form 1295
"Certificate of Interested Parties" as part of this Agreement.
23. Verification Regarding Israel. In accordance with Chapter 2270, Texas
Government Code, the City may not enter into a contract with a company for
goods or services unless the contract contains a 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 the
Supplier verifies that the company does not boycott Israel and will not boycott
Israel during the term of this Agreement.
24. Governing Law.This Agreement is subject to all federal,State, and local laws, rules,
and regulations. The applicable law for any legal disputes arising out of this
Agreement is the law of the State of Texas, and such form and venue for such
Supply Agreement Standard Form Page 5 of 7
disputes is the appropriate district, county, or justice court in and for Nueces
County, Texas.
25. Entire Agreement. This Agreement constitutes the entire agreement between the
parties concerning the subject matter of this Agreement and supersedes all prior
negotiations, arrangements, agreements and understandings, either oral or
written, between the parties.
(SIGNATURE PAGE FOLLOWS)
Supply Agreement Standard Form Page 6 of 7
SUPPLIER
Signature: / '' G
Printed Name: E2nf t - 0-vtntu''r:Ori
Title: )b -n14t-4(--r
Date: 8-ZZ
CITY OF CORPUS CHRISTI
Signature: I(.(jyvn,
Printed Name: - kAkk 34�C
Title: , 1.�IPt r c Roo yyf4 �ff/��PS
Date: q . 710 . L R
APPROVED AS TO LEGAL FORM
Aimee Alcorn-Reed
2018.09.26 13:46:09-05'00'
Assistant City Attorney Date
Attached and Incorporated by Reference:
Attachment A: Scope of Work
Attachment B: Bid/Pricing Schedule -�'�
Attachment C: Insurance Requirements ATTEST � ,��1
RES CCA HUERTA
Attachment D: Warranty Requirements TIN SECRETARY
Incorporated by Reference Only:
Exhibit 1: RFB No. N/A
Exhibit 2: Supplier's Bid Response
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Supply Agreement Standard Form Page 7 of 7
SCOPE OF WORK
1. Contractor shall provide filters, brakes, engine parts, body parts, supplies
and other automotive parts.
2. Contractor shall deliver parts to the City Garage, City Service Center at
5352 Ayers Street, Building 3B, Corpus Christi, Texas 78415.
3. In stock parts ordered before 2:00 pm will be delivered same business day.
4. In stock parts ordered after 2:00 pm will be delivered next business day.
5. Contractor shall deliver parts between the hours of 8:00 am through 5:00
pm. To include Saturdays and holidays (excepting Christmas Day).
6. Contractor shall have a bill of sale upon delivery.
7. Parts will be ordered on an as needed basis.
8. Service agreement will be for 12 months with option to extend for one
additional 12 months.
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�; i Attachment B - Pricing Schedule
, \a�" 1__!. City of Corpus Christi
Quote Form
',[.POP fE
1852
Description Discount
Automotive & Fleet Parts, List less 41% or better
Supplies, & Equipment
Buyboard Contract 551-17
Total Not to Exceed
$140,000.00
COMPANY: O'Reilly Auto Enterprises, LLC dba O'Reilly Auto Parts
NAME OF PERSON AUTHORIZED TO SIGN: Ernie Hamilton
ADDRESS:_233 South Patterson CITY/STATE/ZIP: Springfield, MO 65802
PHONE: 417-829-5879 EMAIL: probids@oreillyauto.com
FAX: 417-874-7199 DATE: July 24, 2018
SIGNATURE: ----"' ii/". TITLE: Bid Analyst II
Page 1 of 1
Attachment C: Insurance and Bond Requirements
A. CONTRACTOR'S LIABILITY INSURANCE
1. Contractor must not commence work under this contract until all insurance required
has been obtained and such insurance has been approved by the City. Contractor
must not allow any subcontractor, to commence work until all similar insurance
required of the subcontractor has been obtained.
2. Contractor must furnish to the City's Risk Manager and Contract Administrator (1)
copy of Certificates of Insurance with applicable policy endorsements showing the
following minimum coverage by an insurance company(s) acceptable to the City's
Risk Manager. The City must be listed as an additional insured on the General liability
and Auto Liability policies by endorsement, and a waiver of subrogation
endorsement is required on GL, AL and WC if applicable. Endorsements must be
provided with Certificate of Insurance. Project name and/or number must be listed
in Description Box of Certificate of Insurance.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-day advance written notice of Bodily Injury and Property Damage
cancellation, non-renewal, material Per occurrence - aggregate
change or termination required on all
certificates and policies.
COMMERCIAL GENERAL LIABILITY $1,000,000 Per Occurrence
including: $1,000,000 Aggregate
1 . Commercial Broad Form
2. Premises -Operations
3. Products/ Completed
Operations
4. Contractual Liability
5. Independent Contractors
6. Personal Injury- Advertising Injury
AUTO LIABILITY (including) $1,000,000 Combined Single Limit
1 . Owned
2. Hired and Non-Owned
3. Rented/Leased
WORKERS'S COMPENSATION Statutory and complies with Part II
(All States Endorsement if Company is of this
not Exhibit.
domiciled in Texas)
Employers Liability $500,000/$500,000/$500,000
Page 1 of 3
3. In the event of accidents of any kind related to this contract, Contractor must furnish
the Risk Manager with copies of all reports of any accidents within 10 days of the
accident.
B. ADDITIONAL REQUIREMENTS
1 . Applicable for paid employees, Contractor must obtain workers' compensation
coverage through a licensed insurance company. The coverage must be written on
a policy and endorsements approved by the Texas Department of Insurance. The
workers' compensation coverage provided must be in statutory amounts according
to the Texas Department of Insurance, Division of Workers' Compensation. An All
States Endorsement shall be required if Contractor is not domiciled in the State of
Texas.
2. Contractor shall obtain and maintain in full force and effect for the duration of this
Contract, and any extension hereof, at Contractor's sole expense, insurance
coverage written on an occurrence basis by companies authorized and admitted
to do business in the State of Texas and with an A.M. Best's rating of no less than A-
VII.
3. Contractor shall be required to submit renewal certificates of insurance throughout
the term of this contract and any extensions within 10 days of the policy expiration
dates. All notices under this Exhibit shall be given to City at the following address:
City of Corpus Christi
Attn: Risk Manager
P.O. Box 9277
Corpus Christi, TX 78469-9277
4. Contractor agrees that, with respect to the above required insurance, all insurance
policies are to contain or be endorsed to contain the following required provisions:
• List the City and its officers, officials, employees, and volunteers, as additional
insureds by endorsement with regard to operations, completed operations, and
activities of or on behalf of the named insured performed under contract with the
City, with the exception of the workers' compensation policy;
• Provide for an endorsement that the "other insurance" clause shall not apply to the
City of Corpus Christi where the City is an additional insured shown on the policy;
• Workers' compensation and employers' liability policies will provide a waiver of
subrogation in favor of the City; and
Page 2 of 3
5. Within five (5) calendar days of a cancellation, non-renewal, material change or
termination of coverage, Contractor shall provide a replacement Certificate of
Insurance and applicable endorsements to City. City shall have the option to
suspend Contractor's performance should there be a lapse in coverage at any time
during this contract. Failure to provide and to maintain the required insurance shall
constitute a material breach of this contract.
6. In addition to any other remedies the City may have upon Contractor's failure to
provide and maintain any insurance or policy endorsements to the extent and within
the time herein required, the City shall have the right to order Contractor to stop work
hereunder, and/or withhold any payment(s) which become due to Contractor
hereunder until Contractor demonstrates compliance with the requirements hereof.
7. Nothing herein contained shall be construed as limiting in any way the extent to
which Contractor may be held responsible for payments of damages to persons or
property resulting from Contractor's or its subcontractor's performance of the work
covered under this contract.
8. It is agreed that Contractor's insurance shall be deemed primary and non-
contributory with respect to any insurance or self insurance carried by the City of
Corpus Christi for liability arising out of operations under this contract.
9. It is understood and agreed that the insurance required is in addition to and separate
from any other obligation contained in this contract.
2018 Insurance Requirements
Purchasing - Fleet Dept.
Delivery of Automotive Parts and Supplies
07/12/2018 sw Risk Management
Valid Through 12/31/2018
Bonds are not required for this agreement
Page 3 of 3
Attachment D: Warranty Requirements
Warranty is based on manufacturer warranty.
Page 1 of 1