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2057 PBA 18/19-38 O'Reilly Auto PartsaCITY OF S;FOR7j FSC FINANCE DEPARTMENT Thursday, December 20, 2018 -73 175--; 177 1 The item(s) noted below is/are attached and forwarded to your office for the following action(s): F] Development Order F1 Mayor's signature F] Final Plat (original mylars) Fl. Recording F] Letter of Credit Rendering n Maintenance Bond 4 Safe keeping (Vault) F1 Ordinance Deputy City Manager F] Performance Bond El Payment Bond F] Resolution E] City Manager Signature EJ E] E] City Clerk Attest/Signature City Attorney/Signature Once completed, please: F] Return originals to Purchasing- Department F] Return copies El Special Instructions: Uv►.dye y OoJa4W,�ev- From SharePoint Finance —Purchasine Forms -2018.doc It -A \ ` Date N O'Reilly Automotive Stores, Inc d/b/a O'Reilly Auto Parts Piggyback Contract (PBA 18/19-38) The City of Sanford ("City") enters this "Piggyback" Contract with O'Reilly Automotive Stores, Inc., doing business as O'Reilly Auto Parts, a Missouri corporation (hereinafter referred to as the "Vendor"), whose address is 233 South Patterson Avenue, Springfield, Missouri 65802, under the terms and conditions hereinafter provided. The City and the Vendor agree as follows: (1). The Purchasing Policy for the City of Sanford allows for "piggybacking" contracts. Pursuant to this procedure, the City is allowed to piggyback an existing government contract, and there is no need to obtain formal or informal quotations, proposals or bids. The parties agree that the Vendor has entered a contract with Sourcewell (formerly known as "NJPA"), said contract being' identified as "Automotive And Truck Replacement Parts And Tires With Related Equipment, Accessories, And Services/Contract Award - RFP #062916", in order for the Vendor to supply automobile parts and associated goods and services to the City (said original contract being referred to as the "original government contract"). (2). The original government contract documents' are incorporated herein by reference and is attached as Exhibit "A" to this contract. All'of the terms and conditions set out in the original government contract are fully binding on the parties and said terms and conditions are incorporated herein; provided,'' however, that the City will negotiate and enter work orders/purchase orders with the Vendor in accordance with City policies and procedures for particular goods and services. (3). Notwithstanding the requirement that the original government contract is fully binding on the parties, the parties have agreed to modify certain technical 1 provisions of the original government contract as applied to this Contract between the Vendor and the City, as follows: (a). Time Period ("Term") of this Contract: (state N/A if this is not applicable). [ (b). Insurance Requirements of this Contract: (state N/A if this is not applicable). N/A. (c). Any other provisions of the original government contract that will be modified: (state N/A if this is not applicable). N/A. (d). Address change for the City: Notwithstanding the address and contact information for the government entity as set out in the original government contract, the Vendor agrees that he/she/it shall send notices, invoices and shall conduct all business with the City to the attention of City Manager, at: City of Sanford, 300 North Park Avenue; Sanford, Florida 32771. The City Manager's designated representative for this Contract is Marisol 4rdonez, Purchasing Manager, Finance - Purchasing Division, 300 North Park Avenue; Sanford, Florida 32771, telephone number (407) 688-5028 and whose e-mail address is Marisol.ordonez@sanfordfl.gov. (e). Notwithstanding anything in the original government contract to the contrary, the venue of any dispute will be in Seminole County, Florida. Litigation between the parties arising out of this Contract shall be in Seminole County, Florida in the Court of appropriate jurisdiction. The law of Florida shall control any dispute between the parties arising out of or related to this Contract, the performance thereof or any products or services delivered pursuant to such Contract. 2 (f). Notwithstanding any other provision in the original government contract to the contrary, there shall be no arbitration with respect to any dispute between the parties arising out of this Contract. Dispute resolution shall be through voluntary and non- binding mediation, negotiation or litigation in the court of appropriate jurisdiction in Seminole County, Florida, with the parties bearing the costs of their own legal fees with respect to any dispute resolution, including litigation. (g). All the goods and services to be provided or performed shall be in conformance with commonly accepted industry and professional codes and standards, standards of the City, and the laws of any Federal, State or local regulatory agency. (h). Public Records: (I). IF THE CONTRACTOR/VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S (VENDOR'S) DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (407) 688-50121 TRACI HOUCHIN, CMC, FCRM, CITY CLERK, CITY OF SANFORD, CITY HALL, 300 NORTH PARK AVENUE, SANFORD, FLORIDA 32771, TRACI.HOUCHIN ria SANFORDFL.GOV. (11). In order to comply with Section 119.0701, Florida Statutes, public 3 records laws, the Vendor must: (A). Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service. (B). Provide the public with access to public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided bylaw. (C). Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (D). Meet all requirements for retaining public records and transfer, at no cost, to the City all public records in possession of the Vendor upon termination of the contract and destroy any duplicate public records that are exempt or confidential, and exempt from public records disclosure requirements. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the City. (III). If the Vendor does not comply with a public records request, the City shall enforce the contract provisions in accordance with this Agreement. (IV). Failure by the Vendor to grant such public access and comply with public records requests shall be grounds for immediate unilateral cancellation of this Agreement by the City. The Vendor shall promptly provide the City with a copy of any request to inspect or copy public records in 4 possession of the Vendor and shall promptly provide the City with a copy of the Vendor's response to each such request. (V). The Vendor shall adhere to all grantor requirements when the funds derived for goods or services hereunder derive from grant funding. (4). All other provisions in the original government contract are fully binding on the parties and will represent the agreement between the City and the Vendor. Entered thisk 2019.a)!�Aay of eicx, O'Reilly Automotive Stores, Inc., a Mis:=t' By: Print: Chuck Rogers Title: VP Professional Sales Attest - 1 6 bloc Traci Houchin, CMC, FCRM, City Clerk Approved as to form and legal sufficiency William L. Colbert, City Attorney 5 f,;+ r1f Q-mnf^r&4 M - Date: Exhibit "A" [Attach original government contract]