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HomeMy WebLinkAbout2005-287ORDINANCE NO. O,5-&7 AN ORDINANCE ACCEPTING COMPETITIVE BIDS BY WAY OF AN INTERLOCAL COOPERATIVE PURCHASING PROGRAM PARTICIPATION AGREEMENT WITH THE DALLAS INDEPENDENT SCHOOL DISTRICT UNDER SECTION 271.102 OF THE LOCAL GOVERNMENT CODE, FOR THE PURCHASE OF PRODUCTS AND SERVICES FOR AN ONSITE VEHICLE PARTS FACILITY; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFORE; AND PROVIDING AN EFFECTIVE DATE (FILE 3405- INTERLOCAL AGREEMENT FOR THE PURCHASE OF PRODUCTS AND SERVICES FOR AN ONSITE VEHICLE PARTS FACILITY WITH THE DALLAS INDEPENDENT SCHOOL DISTRICT, CONTRACT AWARDED TO GENUINE PARTS COMPANY IN THE ESTIMATED AMOUNT OF $839,946). THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee is hereby authorized to purchase products and services for an onsite vehicle parts facility in the estimated amount of $839,946 from Genuine Parts Company under competitive bids received by the Dallas Independent School District in accordance with an Interlocal Cooperative Purchasing Program Participation Agreement under Section 271.102 of the Local Government Code which is on file in the office of the Purchasing Agent. SECTION 2. The City Manager, or his designee is authorized to expend funds pursuant to the agreement for the purchase of various goods and services. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. l PASSED AND APPROVED this the day of ✓ 2005. EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY ! APPROVED AS TO LEGAL FORM: EDWIN M. SN R, CITY ATTORNEY BY: 4-ORD-File 3405 MASTER AGREEMENT FOR PRODUCTS AND SERVICES BETWEEN CITY OF DENTION AND GENUINE PARTS COMPANY This Master Agreement for Products and Services ("Agreement") is between Genuine Parts Company ("Contractor" or "NAPA") and City of Denton ( "City") and shall be effective beginning D��Z 2005. This Agreement consists of the terms and conditions on pages I through 30 and such Customized Supplemental Services Agreements as may hereinafter be agreed between the parties. The parties agree that the terms and conditions of this Agreement shall govern any Customized Supplemental Services Agreements, unless specifically modified as provided herein. The parties further agree that the City shall have no obligation to enter any Customized Supplemental Services Agreement nor to agree to any particular level of expenditure. RECITALS WHEREAS, the Contractor has experience and expertise in providing products and services for an on -site parts facility; and. WHEREAS, City and the Contractor desire to enter into an arrangement for providing an on -site vehicle and equipment maintenance parts facility, and WHEREAS, Contractor represents itself able and, for consideration, willing to provide the services and products at the price and terms set forth in the Management Summary/Scope of Services and perform the services required by the City; NOW, THEREFORE, for and in consideration of the promises hereinafter contained, the parties agree as follows: I. RELATIONSHIP AND AUTHORITY. a. Contractual Relationship The City and Contractor agree that Contractor shall be subject to all policies, rules and regulations of the City to the extent as applicable to Contractor's performance under this Agreement or to like contractors generally. Contractor also agrees that Contractor in the provision of goods or the administration of services pursuant to any grant or contract awarded to the City shall be considered a sub grantee or subcontractor of the City subject to the same conditions, assurances, and approvals as the City pursuant to.the applicable grant or contract. b. Authority. The laws of the State of Texas and any federal laws applicable to the City govern this Agreement. Contractor specifically agrees to also be bound by these laws and any court orders imposed upon the City in like manner as the City insofar as those court orders apply to services provided by Contractor pursuant to this Agreement. Contractor shall have the power and authority, consistent with the limitations herein, to take such actions as may be necessary or desirable to properly and efficiently provide the goods and services provided for herein. 2. AVAILABILITY OF FUNDS AND BUDGET AND FISCAL PROVISION AND TERMINATION IN THE EVENT OF NON -APPROPRIATION PAGE 1 of 30 a. This Agreement is subject to the budget and fiscal policies, regulations and practices of the City. Any financial commitment on the part of the City contained in this Agreement is subject to annual appropriation by the Board and the parties agree that the City has no financial obligations under this Agreement other than for the current fiscal year at any point during the Term and that the City has not irrevocably pledged and held for payment sufficient cash reserves for funding Contractor or for providing the services described herein for the entire Term of this Agreement; provided however, that nothing in this section shall excuse the City from payment for products shipped or services rendered prior to such termination for nortappropriation. b. The amount of the City's obligation hereunder shall not at any time exceed the amount herein stated. C. The City has no obligation to renew this Agreement after expiration of its term. If funds are appropriated for a portion of a fiscal year, this Agreement will terminate, without penalty, at the end of the term for which funds are appropriated. d. This section controls against any and all other provisions of this Agreement. 3. TERM OF THE AGREEMENT The Agreement shall become effective, :—�S2ey 'Z-L� 2005, and shall continue for a period of three (3) years; and, may be renewed at the option of the City with Contractor's mutual consent for two successive one- year terms, provided that the City shall give written notice of its intention to renew not later than sixty (60) days prior to the end of the then current contract year. 4. SCOPE OF SERVICES The Contractor shall deliver services as described in Exhibit A— Management Summary/Scope of Services. 5. SOFTWARE LICENSES Refer to Exhibit B. 6. COMPENSATION The Contractor shall be paid in accordance with Exhibit C attached hereto. Requests for compensation shall be invoiced, complete with a breakdown of charges and receipts as applicable. The City shall make payments by check within 30 days of receipt of invoice. The total amount of money to be paid to the Contractor annually under this Agreement shall not exceed the total amount budgeted by the City. The City shall promptly notify Contractor when aggregate purchases by the City are approaching the total budgeted amount, and shall not place orders for goods after that amount has been reached. Any goods delivered or work performed in excess of said amount shall not be compensated unless authorized by an authorized official of the City in writing. Interest, if any, to be paid on past due sums shall be governed by and paid in accordance with applicable city statutes. The City's tax exemption certificate, attached as Exhibit D, shall apply to all orders placed by and for the City pursuant to this Agreement. 7. REPRESENTATIONS AND WARRANTIES Contractor represents and covenants that it has the ability to perform the services required under this Agreement and that it will provide suitable and adequate resources to perform the work according to the description of the services. Contractor represents and covenants that it shall furnish its professional skill and judgment with due PAGE 2 of 30 care in accordance with the accepted standards of performance for those engaged in similar work in the State of Texas. Further warranty information regarding the goods is outlined in Exhibit A— Management Summary/Scope of Services. 8. TERMINATION a. Either party may terminate this Agreement without cause at any time by giving thirty (30) days written notice of such termination. In such an instance, the Contractor shall be entitled to compensation for goods delivered or services performed up to the effective date of termination. b. The City shall retain the continuing right to terminate this Agreement without penalty at the end of each fiscal year. c. Upon receipt of written notice that this Agreement is terminated, the Contractor will submit an invoice to the City for an amount that represents the value of goods delivered and services actually performed up to the date of termination for which the Contractor has not previously been compensated as per paragraph 6 above. For goods or services for which the City agreed to pay on a payment schedule, invoices for payments due shall be submitted at the agreed upon time. Upon approval and payment of this/these invoice(s) by the City, the City shall be under no further obligation to the Contractor, monetarily or otherwise. 9. INDEPENDENT CONTRACTOR The Contractor shall be deemed at all times to be an independent contractor and shall be wholly responsible for the manner in which it performs the services required of it by the terms of this Agreement. The Contractor shall be liable for any act or acts of its own, or its agents or employees, and nothing contained herein shall be construed as creating the relationship of employer and employee between the City and the Contractor or its agents and empbyees. 10. MODIFICATION OF AGREEMENT The parties may amend this Agreement in writing by mutual consent. Changes, including any increase or decrease in the amount of the Contractor's compensation, shall only be effective upon the execution of a duly authorized written amendment to this Agreement. 11. ASSIGNMENT AND SUBCONTRACTING The Contractor is prohibited from assigning this Agreement or any services provided pursuant to this Agreement unless such assignment is agreed to in writing by the City, at the sole discretion of the City, and executed in the same manner as this Agreement. In the event Contractor elects to subcontract a portion of the services provided under this Agreement, Contractor shall request approval of the subcontractor from the City and the City shall approve or reject such request within sixty (60) days. If the City does not approve or reject such request within sixty (60) days, Contractor's request to utilize the applicable subcontractor shall be deemed approved. No party on the basis of this Agreement shall in any way contract on behalf of or in the name of the other party of this Agreement, and violation of this provision shall confer no rights on any party and shall be void. 12. ADMINISTRATIVE REMEDY FOR AGREEMENT INTERPRETATION PAGE 3 of 30 In consideration of this Agreement, Contractor agrees that, prior to pursuing any other remedy, it will first obtain a determination by the City as to the true meaning and intent of the Agreement. 13. BANKRUPTCY In the event that either party shall cease conducting business in the normal course, become insolvent, make a general assignment for the benefit of creditors, suffer or permit the appointment of a receiver for its business or assets or shall avail itself of, or become subject to, any proceeding under the Federal Bankruptcy Act or any other statute of any state relating to insolvency or the protection of rights of creditors, then at the option of the other party, this Agreement shall terminate and be of no further force and effect, and any property or rights of such other party, tangible or intangible, shall forthwith be returned to it. 9. CONFLICT OF INTEREST AND COMMUNICATIONS Contractor understands and certifies that it does not know of any facts relating to the award of this Agreement that would constitute a violation of Texas Local Government Code Section 171.004. In accordance with Board Policy CHE (Local) and any successor policy, Contractor also hereby certifies to the best of its knowledge and belief that no current Board member or employee of the City, and no one who has been a Board member within the last five (5) years or an employee of the City within the last two (2) years, has participated in bidding, selling or promoting this Agreement. Furthermore, Contractor certifies to the best of its knowledge and belief that no such current or former Board member or employee will derive any pecuniary interest, compensation or services, directly or indirectly, from this Agreement. Contractor understands that notwithstanding any provision of law to the contrary any violation of this provision of the Agreement shall make the Agreement voidable by the City. During the term of this Agreement Contractor shall not communicate with individual members of City's Board with regard to this Agreement. Should Contractor deem it necessary to communicate with the Board, with regard to this Agreement, such communication shall be in writing to all members of the Board, with a contemporaneous copy to the General Superintendent. 15. INDEMNIFICATION CONTRACTOR COVENANTS AND AGREES TO FULLY INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY AND ITS TRUSTEES, MEMBERS, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS AND REPRESENTATIVES OF THE CITY, INDIVIDUALLY OR COLLECTIVELY, FROM AND AGAINST ANY AND ALL COSTS, CLAIMS, LIENS, DAMAGES, LOSSES, EXPENSES, FEES, FINES, PENALTIES, PROCEEDINGS, ACTIONS, DEMANDS, CAUSES OF ACTION, LIABILITY AND SUITS OF ANY KIND AND NATURE, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY OR DEATH AND PROPERTY DAMAGE, MADE UPON CITY DIRECTLY ARISING OUT OF, RESULTING FROM OR RELATED TO CONTRACTOR'S NEGLIGENT PERFORMANCE OF THIS AGREEMENT, INCLUDING ANY NEGLIGENT ACTS OR OMISSIONS OF CONTRACTOR, ANY AGENT, OFFICER, DIRECTOR, REPRESENTATIVE, EMPLOYEE, CONTRACTOR OR SUBCONTRACTOR OF CONTRACTOR AND THEIR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS AND REPRESENTATIVES WHILE IN THE EXERCISE OF PERFORMANCE OF THE RIGHTS OR DUTIES PAGE 4 of 30 UNDER THIS AGREEMENT. THIS OBLIGATION SHALL NOT APPLY TO THE EXTENT SUCH CLAIMS, COSTS, DAMAGES OR LOSSES ARE CAUSED BY THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF THE CITY OR ITS EMPLOYEES. CONTRACTOR SHALL PROMPTLY ADVISE THE CITY IN WRITING OF ANY CLAIM OR DEMAND AGAINST THE CITY OR CONTRACTOR KNOWN TO CONTRACTOR RELATED TO OR ARISING OUT OF CONTRACTOR'S NEGLIGENT PERFORMANCE OF THIS AGREEMENT AND SHALL SEE TO THE INVESTIGATION OF AND DEFENSE OF SUCH CLAIM OR DEMAND AT CONTRACTOR'S COST. THE CITY SHALL HAVE THE RIGHT, AT ITS OPTION AND AT ITS OWN EXPENSE, TO PARTICIPATE IN SUCH DEFENSE WITHOUT RELIEVING CONTRACTOR OF ANY OF ITS OBLIGATIONS UNDER THIS PARAGRAPH. 16. INSURANCE Contractor will not be issued a Purchase Order and / or this Agreement shall not be in effect until evidence of the required insurance is provided. All payments and certificates of insurance must be submitted with the Agreement. 16.1 CLASSES OF RISK (1) General Requirements. The Contractor must maintain the type and amounts of insurance required in this contract throughout the term of the agreement. Contractor must provide a Certificate of Insurance evidencing the required coverage types and amounts before the Contract is signed. All policies are subject to examination and approval by the City's Risk Manager for their adequacy. The City may terminate this contract if the Contractor fails to comply with all insurance requirements. Insurance naming the City as additional insured must be primary insurance and not contributing with any other insurance available to the City, under any third party liability policy. (2) Additional Requirements: The required liability insurances and their certificates must: (a) Name the City as an additional insured for operations under this contract. (b) Provide for 30 days advance written notice of cancellation or material change. (3) Types And Amounts of Insurance: The following insurance is required under this contract: Tyne Workers' Compensation Employer's Liability (Where required by law) Business Automobile Liability to include coverage for: . Owned/Leased Autos Non -Owned Autos . Hired Cars General Liability PAGE 5 of 30 Amount Statutory $100,000 per occurrence $500,000 combined single limit for bodily injury and property damage (per occurrence) Bodily Injury including but not limited to: Premises/Operations .Independent Contractors . Products/Completed Operations . Contractual Liability 16.2 INDEPENDENT CONTRACTOR STATUS $250,000 per person $500,000 per occurrence Property Damage $250,000 per occurrence OR (Insuring above indemnity) $500,000 combined single limit for bodily injury and property damage (per occurrence) Contractor recognizes that it is engaged as an independent contractor and acknowledges that the City will have no responsibility to provide transportation, insurance or other fringe benefits normally associated with employee status. Contractor, in accordance with its status as an independent contractor, covenants and agrees that it shall conduct itself consistent with such status, that it will neither hold itself out as nor claim to be an officer, partner, employee or agent of the City by reason hereof, and that it will not by reason hereof make any claim, demand or application to or for any right or privilege applicable to an officer, partner, employee or agent of the City, including, but not limited to, unemployment insurance benefits, social security coverage or retirement benefits. Contractor hereby agrees to make its own arrangements for any of such benefits as it may desire and agrees that it is responsible for all income taxes required by applicable law. 16.3 COMPLIANCE WITH LAWS In the execution of the Agreement, the Contractor must comply with all applicable State and Federal laws, including but not limited to laws concerned with labor, environment, equal employment opportunity, safety and minimum wages. The Contractor shall make itself familiar with and at all times shall observe and comply with all Federal, State and Local laws, ordinances and regulations which in any manner affect the conduct of the Work, and shall indemnify, and save harmless the City and the Board and its official and/or contractual representatives against any claim arising from violation of any such law, ordinance or regulation by itself or by its subcontractors, or its employees. When requested, competent evidence of compliance with applicable laws shall be furnished. The Contractor shall cooperate with applicable city or other governmental officials at all times where their jurisdiction prevails. The Contractor shall make application for any permits and permanent utilities, which are required for the execution of the Agreement. 16.4 RIGHT TO AUDIT At any time during the term of this Agreement and for a period of four (4) years thereafter the City or a duly authorized audit representative of the City, or the State, of Texas, at its expense and at reasonable times, reserves the right to audit Contractor's records and books directly relevant to all services provided under PAGE 6 of 30 this Contract. For any such records requested by the City that Contractor maintains electronically, Contractor shall provide such records to the City, but shall not be required to grant direct access (i.e., password protected access) to its proprietary computer systems to the City. In the event such an audit by the City reveals any errors/overpayments by the City, the Contractor shall refund the City the full amount of such overpayments within thirty (30) days of such audit findings, or the City, at its option, reserves the right to deduct such amounts owing the City from any payments due the Contractor. 16.5 ACCESS TO DOCUMENTS To the extent applicable to this procurement, in accordance with applicable Public Law, Contractor agrees to allow, during and for a period of not less than four (4) years after the Agreement term, access to this Agreement and its books, documents, and records; and contracts between Contractor and its subcontractors or related organizations, including books, documents and records relating to same, by the Comptroller General of the United States, other governmental investigative agency, or their duly authorized representative(s), legally authorized to investigate alleged fraud, overcharge, or other diversion of funds from a public school City receiving Federal and State public funds. 16.6 PROPOSAL GUARANTY BOND REQUIREMENTS In submitting its Proposal, Contractor understands and agrees to be bound by the following terms and conditions: A. Proposal Guaranty Bond • NOT REQUIRED 17. LIABILITY POLICIES The form of all insurance policies required by Section 16 shall be subject to the approval of the City's Risk Manager. Prior to the commencement date of this Agreement, Contractor shall deliver to the City certificates confirming the required insurance. Contractor shall make available to City complete copies of the policies for the City's review at Contractor's corporate offices. The Contractor, or its insurer, shall notify the City in writing at least thirty (30) days in advance of any cancellation, non -renewal or reduction of any of its insurance policies required under this Agreement. 18. NON-DISCRIMINATION Contractor shall at all times provide the services hereunder in compliance with all laws with respect to discrimination. No person shall be subjected to discrimination on the grounds of race, color, religion, national origin, sex, sexual orientation, age, marital status and/or mental disability, physical handicap, matriculation or political affiliation. Contractor shall post notice of such non-discrimination in a conspicuous place. 19. PROPRIETARY INFORMATION OF CITY PAGE 7 of 30 The Contractor understands and agrees that, in its performance under this Agreement or in contemplation thereof, the Contractor may have access to private or confidential information that may be owned or controlled by the City and that such information may contain proprietary details, the disclosure of which to third parties will be damaging to the City, or its employees. The Contractor also understands and agrees that the disclosure of such information may violate state and/or federal law and may subject the Contractor to civil liability. Consequently, Contractor agrees that all information disclosed by the City to the Contractor shall be held in confidence and used only in performance of the Agreement. The Contractor shall exercise the same standard of care to protect such information as is used to protect its own proprietary data. 20. THIRD PARTY INTELLECTUAL PROPERTY RIGHTS The City warrants that it will not present to Contractor orders which involve the reproduction of materials protected under copyright, patent and/or trademark law unlessibe City owns such rights, is an authorized agent of the owner of such rights or has permission to reproduce the materials. In addition, the City represents and warrants that it will not use the provision of services by Contractor to the City to violate any law, infringe or violate any intellectual property rights or other rights of third parties including, without limitation, committing any fraud, violating any rights of publicity, rights of privacy, copyrights, trademarks, trade secrets and/or licenses, or patents. The City grants Contractor permission allowing authorized representatives designated by the City to reproduce the City's copyright and trademark -protected materials without restriction for the term of this Agreement. Unless specified otherwise by the City in writing, the City designates all of its employees as the City's authorized representatives for purposes of this provision. 21. LIMITATION OF LIABILITY In no event will either party be liable to the other for lost profits, special, incidental, punitive, consequential or indirect damages (including lost profits) arising under this Agreement, whether based in contract, tort (including negligence), intended conduct or otherwise, even if that party has been advised of the possibility of such damages. The aggregate amount of any liability of Contractor for any claim(s) arising from or relating to this Agreement will not exceed, in any event, the amount paid to Contractor under this Agreement for the performance of services during the twelve (12) months immediately preceding the date on which the claim arose. 22. M/WBE PLAN Contractor agrees to allocate work to subcontractors and vendors, which are historically underutilized businesses in accordance with the Minority and Women Owned Business Enterprise (M/WBE) forms and guidelines attached hereto as Exhibit E. No changes to the Plan may be made unless approved in writing by the City. Contractor, prior to the execution of this Agreement, shall report its M/WBE participation goal as a percent of the Contract Sum. During the performance of all Work under this Agreement, Contractor and its agents shall comply with all M/WBE policies of the City. The information shall be identified per firm, discipline and participation. While this Agreement is in effect and until the expiration of one year after final completion, the City may require information from the Contractor, and may conduct audits, to assure that the Plan is being, and was, followed. Contractor shall provide City with quarterly reporting of its M/WBE utilization, or as requested by the M/WBE Department. Genuine Parts Company shall have thirty (30) days to comply with any request outside the normal quarterly reporting period. PAGE 8 of 30 Should Contractor propose the deletion of a M/WBE classified/certified subcontractor or vendor from its employ, the Contractor shall substitute a subcontractor or vendor of like classification/certification, and if Contractor is unable to substitute a subcontractor or vendor of like classification, Contractor shall provide the City with documentation of its best efforts to acquire the services of a M/WBE replacement firm. Changes to the list of subcontractors must be reviewed and approved by the M/WBE Department prior to any changes. If the City does not approve or reject such change within sixty (60) days, Contractor's change shall be deemed approved. 23. FELONY CONVICTION AND CRIMINAL BACKGROUND CHECK Contractor must give advance notice to the City if the person or an owner or operator of the business entity has been convicted of a felony. The notice must include a general description of the conduct resulting in the conviction of a felony. The City may terminate this Agreement if the City determines that the person or business entity failed to give notice as required by this paragraph or misrepresented the conduct resulting in the conviction. This paragraph requiring advance notice does not apply to a publicly held corporation. Contractor will obtain criminal history record information that relates to an employee, applicant for employment, or agent of the Contractor if the employee, applicant, or agent has or will have continuing duties related to the contracted services; and the duties are or will be performed on school property or at another location where students are regularly present. Contractor shall certify to the City before beginning work and at no less than an annual basis thereafter that criminal history record information has been obtained. Contractor shall assume all expenses associated with the background checks, and shall immediately remove any employee or agent who was convicted of a felony, or misdemeanor involving moral turpitude, as defined by Texas law, from City property. Contractor's violation of this section shall constitute a material breach of the Agreement. If Contractor is the person or owner or operator of the business entity, that individual may not self -certify regarding the criminal history record information and its review, and must submit original evidence acceptable to the City with this Agreement showing compliance. 24. ENTIRE AGREEMENT.- The following attached instruments are hereby made a part of this Agreement by this reference: Exhibits A, B, C, D, E, F and G. These instruments together with this Agreement contain the entire Agreement between the parties and no warranties, expressed or implied, representations, promises, or statements have been made by either party unless endorsed herein in writing. To the extent there is any conflict the following order of precedence shall govern: I.) This Agreement, 2.) Provisions related to the City shall prevail over inconsistent general provisions, terms and conditions, and 3.) Exhibits A, B, C, D, E, F and G. No change or waiver of any provision hereof shall be valid unless made in writing and executed in the same manner as this Agreement. 25, NO WAIVER OF IMMUNITIES Neither the execution of this Agreement by the City nor any other conduct of any representative of the City relating to the Agreement shall be considered a waiver of governmental immunities available to the City. 26. CAPTIONS The captions of paragraphs in this Agreement are for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction. PAGE 9 of 30 27. GOVERNING LAW This Agreement and all of the rights and obligations of the parties hereto and all of the terms and conditions hereof shall be construed, interpreted and applied in accordance with and governed by and enforced under the laws of the State of Texas. 28. WAIVERS No delay or omission by either of the parties hereto in exercising any right or power accruing upon the non-compliance or failure of performance by the other party hereto of any of the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants, conditions or agreements hereof to be performed by the other party hereto shall not be construed to be a waiver of any subsequent breach thereof or of any other covenant, condition or agreement herein contained. 29. SEVERABILITY In case any provision hereof shall, for any reason, be held invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid or unenforceable provision bad not been included herein. 30. FAMILY CODE CHILD SUPPORT CERTIFICATION By signing this Agreement, the undersigned certifies as follows: "Under Section 231.006, Texas Family Code, the vendor or applicant certifies that the individual or business entity named in this contract, bid, or application is not ineligible to receive the specified grant, loan, or payment and acknowledges that this Agreement may be terminated and payment may be withheld if this certification is inaccurate." 31. SALES TAX CERTIFICATION By signing this Agreement, the undersigned certifies as follows: "Under Section 2155.004, Texas Government Code, the A/E Firm(s) certifies that the individual or business entity named in this bid or Agreement is not ineligible to receive the specified Agreement and acknowledges that this Agreement may be terminated and payment withheld if this certification is inaccurate." 32. USE OF CITY'S MATERIALS Contractor acknowledges and agrees that the City has an interest in maintaining and otherwise protecting the image and reputation of the City of Denton official logo or emblem and any other trademarks, copyrighted or otherwise protected materials of the City (hereinafter referred to as the "Owner's Protected Materials"), and that in order to accomplish this purpose, the City must in all cases assure itself that the Owner's Protected Materials are at all times used in a manner consistent with the City policies, administrative regulations, and this Agreement. Contractor agrees that the City must, therefore, have the right to examine and to approve or disapprove such use in writing in advance of use, the contents, appearance and presentation of any and all advertising, promotional or other similar materials proposed by Contractor to be used in connection with any advertising or promotion utilizing Owner's Protected Materials. Contractor therefore agrees that it: PAGE 10 of 30 1. Will not produce, publish or in any manner use or distribute any such advertising, promotional or other materials prepared by or on behalf of the Contractor that have not been submitted to and approved in writing in advance by the City; 2. Will submit to the City for its examination and approval or disapproval, in advance of use, samples of such materials together with the script, text, coloring, storyboards and a copy of any photograph proposed to be used. 3. The City agrees that it will promptly hereunder to Contractor examine and either approve or disapprove each submission and promptly notify Contractor of its approval or disapproval. The City reserves the absolute right in its sole discretion to reject the content of any submission. Contractor agrees that nothing contained in this Agreement shall give to the Contractor any right, title or interest in the Owner's Protected Materials and that the Owner's Protected Materials are, and are to be, the sole property of the City and that any and all use by the Contractor of the Owner's Protected Materials, and the goodwill arising therefrom, shall inure to the benefit of the City. 33. AUDIT AND INSPECTION OF RECORDS Records of Contractor's costs, reimbursable expenses pertaining to the work pursuant to the Agreement and payments shall be available to the City or its authorized representative during business hours and shall be retained for three years after final Payment or termination of the Agreement, unless the City otherwise instructs the Contractor in writing. At any time during the term of this Agreement and for a period of four (4) years thereafter the City or a duly authorized audit representative of the City, or the State of Texas, at its expense and at reasonable times, reserves the right to audit the Contractor's records and books directly relevant to all products and services provided under this Agreement. For any such records requested by the City that Contractor maintains electronically, Contractor shall provide such records to the City, but shall not be required to grant direct access (i.e., password protected access) to its proprietary computer systems to the City. In the event such an audit by the City reveals any errors/overpayments by the City, the Contractor shall refund the City the full amount of such overpayments within thirty (30) days of such audit findings, or the City, at its option, reserves the right to deduct such amounts owing the City from any payments due the Contractor. To the extent applicable to this procurement, in accordance with applicable Public Law, the Contractor agrees to allow, during and for a period of not less than four (4) years after the Agreement term, access to this Agreement and its books, documents, and records; and contracts between Contractor and its subcontractors or vendors or related organizations, including books, documents and records relating to same, by the Comptroller General of the United States, other governmental investigative agency, or their duly authorized representative(s), legally authorized to investigate alleged fraud, overcharge; or other diversion of funds from a City receiving Federal and State public funds. PAGE 11 of 30 34. DISPUTE RESOLUTION Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to non -binding mediation as a condition precedent to the institution of legal or equitable proceedings by either party. The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in Denton, Texas. Venue for any litigation involving rights or arising under this Ageement shall be Denton, Texas. 35. NOTICES TO THE PARTIES All notices to be given by the parties hereto shall be in writing and served by depositing same in the United States Post Office, postage prepaid and registered as follows: TO CITY: City of Denton Mike Ellis 804 Texas Street Denton, TX 76249 TO THE CONTRACTOR: Genuine Parts Company Deon C. Rooks 3033 Military Parkway Mesquite, Texas 7149 36. PERFORMANCE BOND The Contractor, at its own expense, shall furnish the City a performance bond and a payment bond as required by Chapter 2253, Public Work Performance And Payment Bonds, Texas Government Code, or its successor ordinances covering the full performance of the Agreement and the payment of all obligations arising thereunder. This Agreement shall not be in effect until such performance and payment bonds are furnished by the Contractor and approved by the City. 36.1 A good and sufficient Performance Bond in the amount of 100% of the total amount proposed, guaranteeing the full and faithful execution of the Services and performance of the Agreement in accordance with this Agreement. 36.2 A good and sufficient Payment Bond in the amount of 100% of the total amount proposed, guaranteeing the full and proper protection of all claimants supplying labor and material in the prosecution of the Services provided for under the Agreement and for the use of each such claimant. 36.3 Each of the above -described bonds shall be executed by the Contractor and one corporate Surety authorized to do business in the State of Texas and acceptable to the City. The Surety shall designate an agent resident in City of Denton, Texas, to whom any requisite notices may be delivered and on whom service of process may be had in matters arising out of such suretyship. The Contractor shall be required to absorb any and all costs of said Bonds. 36.4 Each of the above -described bonds shall be executed by the Contractor and one corporate Surety authorized to do business in the State of Texas and acceptable to the City. The Surety shall designate an agent resident in City of Denton, Texas, to whom any requisite notices may be delivered and on whom service of process may be had in matters arising out of such suretyship. The Contractor shall be required to absorb any and all costs of said Bonds. PAGE 12 of 30 37. INTERLOCAL AGREEMENT Contractor understands and certifies that governments are authorized by the Interlocal Cooperation Act, V.T.C.A. Government Code, Chapter 791, to enter into joint contracts and agreements for the performance of governmental functions and services including administrative functions normally associated with the operation of government such as purchasing of necessary materials and supplies. Contractor agrees a local government that purchases goods and services under this agreement satisfies the requirement of the local government to seek competitive bids for the purchase of the goods and services. Contractor agrees to provide the goods and services under this agreement to participating governments in accordance with the Interlocal Agreement Clause attached hereto as Attachment C. PAGE 13 of 30 IN WITNESS WHEREOF the parties hereto have executed this Agreement the year and date first above written. CITY OF DENTON GENUINE PARTS COMPANY 215 East McKinney Street 3033 Military Parkway Denton, Texas 76201 Mesquite, Texas 75149 By: Mike Conduff By: Lee Maher (PRINT NAME OF CITY RFPREWNTATIVF) (CITY RDWASENIA77Vli SIGNA71ll i) Tide: City Manager By: Tom Shaw (PRINT NAMF. OF CITY REPRESENTATIVE) Sign ure and �Date: Title: Purchasing Manager By: Mike Ellis (PRINT NAME OF CITY REPRESENTATIVE Signature and Dale' Title: Fleet Manager APPROVED AS TO By: (SIGNA7'1JRIi OF CITY A17(42NJ.Y D1)A7h) PAGE 14 of 30 (PRIN7'NAMI, OF P1iRSON SIGNING FOR CON7RACZOR) 'gnature and Date: ;ONTRACl'OR REPRIi S1iNTA TlVES1GNA 'UIV,) Title: Group Vice Pres. Midwest Div. EXHIBIT A MANAGEMENT SUMMARY/SCOPE OF SERVICES 1. MANAGEMENT SUMMARY Genuine Parts Company/NAPA Auto Parts proposes to provide a complete In -House parts operation within the confines of the City of Denton Maintenance Facility. This operation will include NAPA-owned inventory based primarily on the history file of the existing stock and vehicles in fleet; however, it will be modified where more coverage and less depth can be maintained. NAPA will provide the personnel and management to properly staff the location(s). The number of people and/or scheduling will be mutually agreed upon between the parties. The onsite parts operation would be able to provide the following services: • A balanced inventory tailored to the City maintenance and fleet needs. • Access to the area's largest inventory of automotive and heavy-duty replacement parts, paint, supplies and equipment. This access would be provided through daily stock orders to the City location from our Dallas, TX Distribution Center to replenish the inventory on a regular basis. • Delivery truck to procure non -stocked parts from the area NAPA stores and/or any other suppliers on a timely basis. • O.E. quality parts sold to the City. • Provide Tires (State Contract Pricing) and bulk lubricants • All limited warranties available from the manufacturer. • The necessary equipment for the following: • Lobe equipment for dispensing oils and greases. • Hydraulic hose making equipment (Weatherhead). • Paint mixing equipment to custom mix any color (optional if needed). • Training (both classroom and hands-on) through our manufacturers' representatives and factory training instructors. In addition, over 95 VCR training tapes, 80 manufacturer clinics, and 46 toll -free tech service numbers. • The availability of trained national, regional, and local factory representatives who can offer personal service and assistance as needed. • A TAMS (Total Automotive Management System) computer will be provided with the following capabilities: • Invoicing • Cataloging • Master Interchange • Inventory Control • Custom pricing • Inventory stocking information • Inventory on order information • Inventory on backorder information • Lost sales reports and analysis • Automatic inventory min/max review PAGE 15 of 30 • Inventory cost • Ability to check inventory levels and order from any of NAPA Distribution Centers across the country • All daily and monthly reports generated by our TAMS computer upon request by authorized City Management. • Properly invoice all parts at the time of sale. • A detailed statement from our AR center will be provided at the end of the month showing all invoice numbers and amounts purchased. • Enter any information into the City owned computer at the time of sale as required by the City Management. Through contractual agreement, there are a number of customers across the country that have chosen to take advantage of the Integrated Business Solutions program offered by NAPA. Below are some of the reasons why they chose the IBS program. 1. Provide an efficient and reliable source for all parts needs. 2. Eliminate the current inventory investment. 3. Provide trained and experienced staffing 4. Properly maintain inventory control for improved on demand rates. 5. Generally, provide services that enable the Customer to operate the repair facility more efficiently, resulting in savings of funds through cost avoidance, as well as overall employee productivity. Through the Integrated Business Solutions program, there are a number of unique services and cost advantages to include. • Flexibility to service multiple locations • Inventory managed and supplied by NAPA • High and improved on -demand rate • Computer System management - Invoicing - Cataloging - Master interchange - Inventory control by part number - Consistent pricing - Control of inventory in stock and on order - Automatic min -max review - Ability to source inventory from other DC's. • ASE Tech training • EPA control • Transaction expense reduction When considering cost savings and/or cost avoidance, four areas of an operation are considered for analyses. • Inventory - Inventory dollar investment - Reduction of obsolete inventory value - Reduction of inventory shrinkage value • Payroll - Salary +benefits — parts room - Salary +benefits — purchasing - Salary+benefits— clerical • Transaction Cost - Cost of issuing purchase orders - Cost of processing invoices/statements - Cost of issuing payment • Productivity Improvements - Hours — parts search PAGE 16 of 30 Hours — parts pricing - Current on -demand rate Increased on -demand rate NAPA agrees to provide stock and non -stock O.E. equipment parts, supplies and equipment or NAPA aftermarket items in equal or higher quality, as required herein. NAPA agrees to allow the City to inspect the quality of materials, supplies and equipment proposed to be furnished and the City reserves the right to reject any item(s) that do not meet O.E. specifications. NAPA will notify the City fleet manager of any item(s) not able to obtain in an acceptable time frame. NAPA will not be held liable for any item it is unable to obtain, or be liable for items obtained by the City that fail to perform satisfactorily. NAPA agrees to be wholly responsible for the on -site inventory provided that the stock area is totally secured and vendor controls the security. NAPA agrees to provide on -demand rate as outlined in this Agreement. In the event of termination or non -renewal of this Agreement, the City shall purchase, at Contractor's acquisition cost, all non-NAPA parts inventory held at the Facility. The CITY shall use Genuine Parts Company/NAPA as its primary supplier of inventory (NAPA & Non-NAPA branded inventory) under this agreement. The parties agree that the term "Primary Supplier" shall mean that NAPA will supply at least ninety -percent (90%) of the CITY's need for inventory. The CITY reserves the right to identify select vendors and suppliers with whom accounts may be established for specialized Inventory and Service(s) procurement. Likewise, The CITY reserves the right to procure Service(s) and/or Inventory from other vendors and suppliers when the CITY deems it to be in the CITY's best interest so long as the purchase(s) of said Service(s) and/or Inventory does not result in Genuine Parts Company/NAPA no longer being the CITY's "Primary Supplier". NAPA will not issue any item(s) to any City personnel without proper work order requisition. The invoice generated through NAPA's TAMS computer will have specific information on each invoice. The invoice will show part number, quantities, description of item(s) or service, price of each item or service, invoice number, date, time of transaction, P.O. or requisition number, equipment number, each receiving employee of the City will be required to sign each invoice. All inventory supplied pursuant to this Agreement are subject to the terms of written warranties provided by the manufacturer of each part, and NAPA shall use reasonable commercial efforts to assist the City in processing all warranty claims that the City may have against a manufacturer. The on -site store personnel will process all warranty claims and provide the City with information received from each claim processed. The manufacturer's warranty will be the sole and exclusive remedy of the City in connection with any claims concerning the parts supplied to City pursuant to this Agreement. ALL OTHER WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. Copies of the manufacturers' warranties are available to the CITY upon request. TAMS - NAPA will provide a TAMS (Data General) computer. This computer will remain the property of NAPA in the event of termination of this contract. This computer will perform complete inventory control and invoicing functions as described below, as well as cataloging and part number interchange capabilities. Each system would have a printer and CRT's as needed. • Invoicing and Cataloging • Master Interchange • Inventory Control PAGE 17 of 30 • Custom Pricing • Parts in Stock and On Order • Parts on Backorder Information • Lost Sales Report & Analysis • Automatic Stock Levels By Part • Parts Cost Provide all daily and monthly reports generated by our TAMS computer upon request by authorized City personnel. Invoicing: Properly invoice all parts at the time of sale. Provide a detailed statement at the end of the month, showing all invoice numbers and amounts purchased. Each invoice generated through the TAMS will include specific information. This includes the part number, quantities, description of part or service, price of each part, invoice number, P.O. or reference number, and equipment number, (if necessary). Each receiving employee will be required to sign each invoice. NAPA can also set up specific account numbers for different departments or fleet description, i.e. account for the truck fleet, auto fleet, and equipment. When invoicing to the City, NAPA agrees to (1) enter the transaction into our TAMS computer for inventory control, (2) enter the transaction into the City computer, and (3) provide any information the City may require. Quality Assurance: • Suppliers of IBS inventory are continually measured using the following criteria. • Performance -Can the vendor meet Schedules? - Turnaround time- 48 hours - Order fill- 95% • Product Quality— understand the unique aspects of IBS as it relates to specifications and quality control • Sales Support — adaptable to changes or special requirements • Pricing Support —Pricing competitive with industry standard • General Services • Clinics or Technical Information • Effective Cataloging • Communications/Responsiveness 2. SCOPE OF SERVICES A. General Vendor Information NAPA proposes a turnkey operation to support the City's Fleet Maintenance Department. The City's Fleet facility will be stocked with necessary parts. All parts (including oil, grease, and tires) necessary to maintain repair and operate fleet vehicles and equipment, plus those items used by other agency personnel that have been traditional stock items of the existing stock room will be covered by the resulting contract. The operation will be staffed by NAPA personnel during the required normal hours, as well as any peak demand or emergency times. B. General Parts Information PAGE 18 of 30 NAPA agrees with the content of this paragraph and shall supply NAPA branded products as the first choice but will consider any request that the City deems necessary. This will include tire brand preference and/or retread preference. The City will retain the right to purchase any parts from other sources, if NAPA cannot obtain such part in the desired time frame. NAPA will not be held liable for any part it is unable to obtain, or be liable for parts obtained by the City, which fail to perform satisfactorily. NAPA warranties all parts to be free of defects. This warranty is provided to NAPA through its manufacturer. All defects must be inspected by its representatives before any claims or credits can be issued. NAPA will have on file or obtain warranty conditions on all parts, components and assemblies and make them available to the City when failures occur and will facilitate collecting warranty payments or repairs. 3. VENDOR REQUIREMENTS a. NAPA agrees to be wholly responsible for the on -site inventory provided that the stock area is totally secured and the security is controlled by vendor. NAPA agrees to provide 85% on demand rate to the City parts requirements and 95% of the City parts requirements within 24 hrs after the order is placed. b. NAPA agrees to provide an updated inventory list to the City of the current norrowned parts, tires and supplies located in the facility maintained by NAPA. c. NAPA agrees to provide stock and non -stock O.E. equipment parts, supplies, and equipment, or NAPA after market items in equal or higher quality. NAPA agrees to the "Product Quality" specifications. NAPA agrees to allow the City to inspect the quality of materials, supplies, and equipment proposed to be furnished and the City reserves the right to reject any item(s) that do not meet O.E. specifications. NAPA will notify the City fleet manager of any item(s) we are not able to obtain in an acceptable time frame for the City to procure, if necessary, from other sources. There are many factors that may prevent NAPA from being able to procure a particular part. Such as a special request from the School City for a part that is not in NAPA's normal supply chain, traffic problems, or the failure of a non-NAPA store to have a part in stock, etc. It is inequitable to charge NAPA for the price difference on a part procured outside of the contract when the failure is due to reasons outside of NAPA's control. NAPA will price all non -vendor items procured from other sources according to the following schedule: 1. $1.00 to $500 Cost plus 25 percent 2. $501 to $1,000 Cost plus 20 percent 3. $1,001 and up Cost plus 15 percent d. NAPA will not issue any item(s) to any City personnel without the proper work order requisition. The invoice generated through the NAPA TAMS computer will have specific information on each invoice. The invoice will show part number, quantities, description of item(s) or service, price of each item or service, invoice number, date, time of transaction, p.o. or requisition number, and equipment number within available field limitations and to the extent of TAMS ability. Each receiving employee of the City will be required to sign each invoice. NAPA can also set up specific account numbers for different departments or fleet description, i.e. police fleet, truck fleet, PAGE 19 of 30 e. NAPA agrees to maintain warranty records of items sold to the City. (The TAMS computer will store all transactions) NAPA will issue any credits due for defective parts covered under warranty as provided under Manufacturers Warranty Policy. f. Below is NAPA's standard warranty language that is available to all of its customers: " All automotive parts supplied pursuant to this Contract are subject to the terms of written warranties provided by the manufacturer of each part, and NAPA shall use reasonable commercial efforts to assist the City in processing all warranty claims that the City may have against a manufacturer. The Manufacturer's warranty will be the sole and exclusive remedy of the City in connection with any claims concerning the parts supplied to the City pursuant to this Contract. ALL OTHER WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANT ABILTTY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED TO THE EXTENT SUCH EXCLUSIONS ARE ALLOWED BY LAW. Copies of the manufacturer's warranties are available to the City upon request g. The City facility will have its own computer, with a separate account number for billing purposes. We can set up as many account numbers as needed to keep departments separate and/or supply codes audited. NAPA will provide a TAMS (Data General 730 computer). This computer will remain the property of NAPA in the event of termination of this contract. This computer will perform complete inventory control and invoicing functions as well as cataloging and part number interchange capabilities. Each system would have a printer and CRT's as needed. The NAPA TAMS computer can perform the following functions 1. Invoicing 2. Cataloging 3. Master Interchange 4. Custom Pricing 5. Parts in Stock Information 6. Parts on Order Information 7. Parts on Backorder Information 8. Lost Sales Report & Analysis 9. Automatic Stock Levels by Part 10. Parts Cost 11. Ability to check stock and order parts from any NAPA Distribution Center in the United States (58 locations) with approximately S700 million in inventory. NAPA will provide any daily or monthly reports requested that can be generated by our Data General (TAMS) computer upon request by authorized City personnel. NAPA will invoice all parts at the time of sale. NAPA will provide a detailed statement at month end showing all invoice numbers and amounts purchased. When invoicing to theCity, NAPA agrees to enter the transaction (1) into our TAMS computer for inventory control and (2) into the City computer to provide any information the City may require for historical data relative to purchase history for specific vehicles and/or equipment. At this time however, NAPA cannot provide historical data on vehicles and equipment out of the TAMS system. h. NAPA would like to clarify that all reports that are reasonably capable of being generated by its TAMS computer system shall be provided at whatever frequency is needed by the City. i. NAPA TAMS software currently has the ability to utilize the standard Bar Coding formats specified for NAPA part numbers. Due to the lack of a single industry standard for Bar Code formats, we cannot attest to the compatibility and/or readability of package Bar-coding supplied by non-NAPA suppliers at this time. j. NAPA personnel will enter any information into tle City on -site computer module. k. NAPA currently staffs the Fleet Maintenance facility as below: 1 - Fleet Maintenance Facility Parts Supervisor 1- ASE Certified Parts Specialist 1 - Counter/Driver PAGE 20 of 30 Primary Job Function: Manage City store operation and provide excellent customer service. Provide positive leadership to all store employees to encourage customer relations and efficiency through effective personnel and asset management.. Fully implement and support NAPA and City programs as set forth under this agreement. Special Job Duties: Customer and Company Relations: a. Fully and quickly, address customer sales and service questions, problems and opportunities through all available resources. b. Foster improved communications and build upon relationshps. c. Insure all customers receive courteous, efficient service from all store employees. d. Promote and implement training clinics and seminar. Managing/Protecting Company Assets a. Insure proper maintenance and protection of company store facilities, vehicles, equipment, inventory and other physical assets of the company. b. Request upgrades or additions to operational facilities and equipment in a timely manner to insure efficiency. c. Manage to minimize operating expenses and use company funds and assets in the compmy's best interest. d. Follow and enforce all company operation procedures, policies, and reporting requirements. (Security Program, Hazardous Materials Program, etc.). e. Adequately maintain; secure and submit (if required) all documents, reports and other administration required to operate the business and as requested by NAPA management and the City Fleet Maintenance Supervisor. f. Insure stockroom area is clean and orderly at all times. g. Manage and maintain the integrity of the company's inventory through accurate paperwork and in store security measures. h. Accurately complete daily paperwork and submit on a timely basis. 3. Managing People a. Set high performance standards. b. Use NAPA training resources to train and develop personnel to perform efficiently and effectively c. Monitor the development of employees to insure that recognition and promotions are accomplished. d. Understand and utilize the company's personnel policies in regard to all employee activities, including performance counseling and corrective action. e. Schedule employees to always provide maximum service to customers. f. Establish and maintain a relationship with each employee to help monitor morale, solve problems, including performance -related issues and improve teamwork. g. Ensure all employees maintain a neat personal appearance and wear the appropriate uniform while working. 4. Personal Characteristics a. Provide strong leadership to the operation. b. Possess personal drive, self -motivation and take initiative to accomplish all company goals. c. Possess a willingness and ability to learn. d. Possess analytical problem solving skills. e. Maintain current ASE Certification requirements I. Possess high character, and always deal fairly with both employees and customers. 5. NAPA holds their managers accountable for customer service, inventory control, sales, profits, and employee leadership. NAPA agrees to discuss with and/or discipline an employee for violations of law while on the City's premises, but cannot agree to discipline/dismiss an employee based on the lower standard that conduct is "deemed detrimental to the parts operation." In the case that the City is concerned about the detrimental effects of an employee's actions, NAPA will work in good faith with the City to resolve the problem PAGE 21 of 30 a. Any additional duties will be negotiatedand an approved addendum will be executed. b. All NAPA employees will direct questions, comments, or concerns to the City Administrator/Contracting Officer, with a copy to the NAPA District Manager. c. NAPA agrees with this portion of the RFP, as it relates to use of City facilities. d. As the current vendor, we feel the physical layout of the parts room meets our requirements. e. NAPA agrees to provide items needed to perform daily functions of parts supplier. f. NAPA agrees that the only customer at the fleet facility is the City with no transactions to employees or any other private enterprise. Other City operations on a charge basis could possibly buy from this operation. This can be negotiated between NAPA and the City. g. NAPA agrees with the access controls. h. NAPA agrees with this area of the RFP and it is described in detail under COST of PROPOSED PARTS and REPAIR SERVICES. i. NAPA agrees with monthly minimum 2-hours of training to the City fleet maintenance employees. PAGE 22 of 30 4. MACHINE SHOP SERVICES Machine shop services that NAPA cannot provide, will come from a mutually agreeable source, within the purchasing guidelines of the City, and charged to the City on cost plus 20% gross profit. NAPA personnel with the help of the City Fleet Manager will determine a time frame for completing shop repair and use the most feasible route. 5. WASTE PRODUCTS NAPA agrees to arrange for third parties to handle the disposal and/or recycling of the items listed in these sections, but will not be directly involved in the actual disposal of such items. NAPA shall use reasonable commercial efforts to assist the City in processing any claim that may arise against such third party associated with the disposal of the items. Within the last three years, to its knowledge, NAPA's integrated supply (on site parts store) operations have not received any notice of violation concerning shipment or disposal of any such product or other hazardous material. 6. MONTHLY BILLING NAPA will provide monthly parts usage statement referencing all associated invoices for the monthly accounting period prior to the 10� day of the following month. Itemized detail of cost of parts sold to City including cost of transportation and special shipping for special order request on direct charge and/or non - stock items are represented on daily reports (generated from our TAMS computer) and daily invoices. NAPA will invoice City for reimbursement for staffing and other applicable items under the terms and conditions as specified in the resulting contract, including adjustments for Cumulative net profit, not later than the first week of the month following the end of the monthly accounting period. 7. MONTHLY INSPECTION NAPA agrees to allow the City to have its authorized agents inspect the work being done and require performance to comply with the specifications, not for the purpose of controlling the method and manner of the performance of the work, but in order to assure the completion of the same in accordance with the specifications. PAGE 23 of 30 EXHIBIT B SOFTWARE LICENSES Through the course of this Agreement, there may be a requirement to acquire and use software, whether from Contractor or a 3`d Party. In either case, the associated license agreement(s) will be negotiated at that time and included as an addendum to this Agreement. PAGE 24 of 30 EXHIBIT C PRICING/COMPENSATION It is vitally important that the City gets value for its dollar and be able to demonstrate this to our constituency. Genuine Parts Company represents and warrants that it will: 1. Be able to demonstrate throughout the life of the Agreement that the costs associated with this partnership be consistently aggressive through the life of the Agreement for the products and/or services provided. 2. Keep all records in accordance with Generally Accepted Accounting Principles (GAAP) and, meet all statutory requirements for record keeping, reporting and auditing of public funds. 3. Be flexible in working with established budgets. 4. A. For traditional after market parts and supplies available through the NAPA system, pricing willbe structured at the lowest manufacturers suggested prices for our National/Government accounts for accounts that do business with NAPA on a nationwide basis. This discount structure varies by manufacturer from 30%- 606/6off manufacturers suggested resale price lists. B. NAPA requires a 10% net profit on each operation. Pricing adjustments and expense controls can be made to help achieve this margin. City and NAPA management will mutually agree upon any price changes or staffing adjustments that need to be made in order to keep cost down and maintain acceptable service levels while insuring the 10% net profit. It is understood that NAPA shall provide a good and sufficient Performance Bond and Payment Bonds of the total amount proposed insuring the full andfaithful execution of the contract and protection of all claimants supplying labor and material pursuant to this contract. It is specifically understood and agreed that the Ten Percent annual Net Profit to be earned by GPC pursuant to this agreement shall be determined on a cumulative. basis. The statement to be provided by NAPA to the City shall clearly reflect, for any given month, the cumulative yeavto-date Net Profit. For any month in which NAPA's cumulative year-to-date Net Profit is shown on the Statement to be in excess of Ten Percent, the City shall, for the next succeeding month, be entitled to a credit against sums due to NAPA equal to the amount by which NAPA's cumulative yeaFto-date Net Profit exceeds Ten Percent. Conversely, for any month inwhich NAPA's cumulative year-to-date Net Profit is shown on the Statement to be less than Ten Percent, the City shall, for the next succeeding month, pay a surcharge equal to the amount by which NAPA's cumulative yeaFto-date Net Profit is less than Ten Percent. C. All O.E. type parts that are available through the NAPA system will be issued as first choice by the vendor. All product purchased for City off of state contract will be marked up 10%. NAPA has the ability to purchase four major brands of tires including Goodyear, Firestone, Bridgestone and General at State contract price and Michelin tires below state contract price. Other nou-NAPA type merchandise that will be procured from other sources will be priced based on the following schedule 1. $1.00 to $500.00 Cost plus 25 percent 2. $501.00 to $1000.00 Cost plus 20 percent 3. $1001.00 and up Cost plus 15 percent NAPA will use its lowest available landed cost. This will include but is not limited to all Manufacturers Rebates, Direct Ship Discounts, Seasonal promotion Discounts, etc. Back up will be provided upon request. D. Freight - all non -classified parts which are requested by the City and ordered through NAPA will have freight charged with no markup passed on to the Cty in addition to the price of the part ordered. Any parts picked up by NAPA within the metropolitan area will not be charged freight. Freight will be charged on special order items at NAPA's cost. Freight will also be passed through to the City on items not stocked in the Metroplex and items special ordered by the O.E.M. dealers, if there is a freight charge to NAPA. PAGE 25 of 30 EXHIBIT D TAX EXEMPT CERTIFICATE [UNDER SEPARATE ATTACHMENT] PAGE 26 of 30 EXHIBIT E M/WBE PLAN Genuine Parts Company M/WBE goal is to meet the twenty-five per cent (25%) utilization of the total value of the Agreement To that end, Genuine Parts Company will provide to the City quarterly reports, or as requested by the M/WBE Department, reflecting City purchased levels and total dollars spent on production, maintenance, supplies, assessment and other functions performed in providing the services under the Agreement. Genuine Parts Company shall have thirty (30) days to comply with any request outside the normal quarterly reporting period. City retail spending through the discount program not posted on the City Master Account will not be included in calculating purchase levels. In the event Genuine Parts Company fails to meet the 25% M/WBE goal, the City may, by written notice, require Genuine Parts Company to (i) provide an explanation or demonstrate its good faith to subcontract with and/or procure supplies and services with M/WBEs; and (ii) provide a resolution process describing specific efforts Genuine Parts Company will make to communicate with an solicit involvement of M/WBEs. Genuine Parts Company represents and warrants that it has entered contractual arrangements with the following firms as part of its plan: (Lis! provided under separate attachmeniJ , The M/WBE Department has reviewed the participation indicated in this Agreement, and will monitor the participation per City policy. FOR THE M/WBE DEPARTMENT (ATTACH M/WBE FORMS FOR EXHIBIT) PAGE 27 of 30 EXHIBIT F CERTIFICATE OF NON-DISCRIMINATION In connection with the execution of this Agreement, the Contractor shall fully comply with the non- discrimination requirement cited below. Submittal to the City of reasonable evidence of discrimination will be grounds for Termination of the Agreement. This policy does not require the employment of unqualified persons. By the signing of this Certificate, the Contractor signifies that it does not maintain or provide for its employees any segregated facilities at any of its establishments, and that it does not permit its employees to perform their services at any location, under its control, where segregated facilities are maintained. It certifies further that it will not maintain or provide for itsemployees any segregated facilities at any of its establishments, and that it will not permit its employees to perform their services at any location, under its control, where segregated facilities are maintained. The undersigned agrees that a breach of this certification is a violation of the Equal Opportunity Clause in this proposed Agreement. As used in this certification, the term 'segregated facilities' means any waiting rooms, work areas, rest rooms and wash rooms, restaurants and other eating areas, time clocks, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees which are segregated on the basis of race, creed, color, or national origin, because of habit, local custom, or otherwise. It further agrees that (except where it obtained identical certifications from proposed Contractors for specific time period) it will obtain identical certification from proposed Subcontractors prior to the award of a Contract exceeding $10,000.00 which are not exempt from the provisions of the Equal Opportunity Clause; that it will retain such certifications in its files; and that it will forward the following notice to such proposed Subcontractors (except where the proposed Subcontractors have submitted identical certifications for specific time periods): Notice to Prospective Subcontractors of requirement for certification of non -segregated facilities. A certification of non -segregated facilities, as required by the May 19, 1967 Order (32 FR. 7439, May 19, 1967) on elimination of segregated facilities, by the Secretary of Labor, must be submitted prior to the award of a Contract exceeding $10,000.00 which is not exempt from the provisions of the Equal Opportunity Clause. The certification may be submitted either for each subcontract or for all subcontracts during a period (i.e., quarterly, semiannually, or annually). Note: The penalty for making false statements in offers is prescribed in 18 U.S.C. 1001.11." By: Si ture: (PRINT NAME OF PERSON SIGNING FOR CONTRACTOR) 7EQkTRJCTOR REPRESEN"/ATIVE SIGNATURE) Date: Contractor: 60 ev ivs ¢ \ ccn� eEir>~1�1 (NAME OF CONTRACTOR) �J PAGE 28 of 30 EXHIBIT G FORM OF REQUIRED RISK MANAGEMENT REVIEW DOCUMENT Review of Insurance Requirements for Contracts Date: Vendor: Buyer: Contract Amount: General Liability Coverage - Automobile Coverage - Worker's Compensation - Professional Error's & Omissions - Umbrella Policy - Payment/Performance Bond- Reason(s) for disapproval: Completed by: Fax #: Approved ❑ Disapproved ❑ Approved ❑ Disapproved ❑ Approved ❑ Disapproved ❑ Approved ❑ Disapproved ❑ Approved ❑ Disapproved ❑ Approved ❑ Disapproved ❑ PAGE 29 of 30 ATTACHMENT A INTERLOCAL AGREEMENT CLAUSE It is agreed that governmental entities, in receiving products and/or services specified in this agreement, shall act as an independent purchaser and shall have control of its needs and the manner in which they are acquired. The participating governments hereto agree that the ordering of products and services through this ageement shall be their individual responsibility and that the successful bidder or bidders shall bill each participating government directly The participating governments agree to pay successful bidders or anticipating governments directly for all product or services received from current revenues available for such purchase. Each participating government shall be liable to the successful bidder only for products and services ordered by and received by it, and shall not by the execution of this agreement assume any additional liability. Contractor agrees, for governmental entities that participate in this contract, that all terms, conditions, specifications, and pricing would apply, unless otherwise agreed between Contractor and such governmental entity. In accordance with the Interlocal Cooperation Act V.T.C.A. Government Code, Chapter 791 By: 7?'%re (PRINTNAME OF PERSON SIGNING FOR CONTRACTOR) (C TRACTOR REPRESENTA7 ESIGNATURE) Date: Contractor: G eh w: v e 1 u-v-` - CO Nt-�auy (NAME OF CONTRACTOR) J f7Ce7=11,1I9n]