2016-172
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AmendedbyOrdinanceNo.1828405/08/18JR
ORDINANCE No. 2016-172
AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A
CONTRACT FOR THE PURCHASE OF PRODUCT� AND SERVICES FOR AN ON-SITE
VEHICLE PARTS FACILITY FOR THE CITY OF DENTON TO BE LOCATED AT THE FLEET
SERVICES DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR;
AND PROVIDING AN EFFECTIVE DATE (RFP 5641-AWARDED TO GENUINE AUTO
PARTS/ NAPA 1NTEGRATED BUSINESS SOLUTIONS 1N THE ANNUAL AMOUNT NOT TO
EXCEED $3,000,000 FOR A THREE (3) YEAR NOT-TO-EXCEED AMOUNT OF $9,000,000).
WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for
the supply of products and services for an on-site vehicle and equipment parts facility in accordance
with the procedures of State law and City ordinances; and
WHEREAS, the City Manager or a designated employee has received and reviewed and
recommended that the herein described proposals are the most advantageous to the City considering
the relative importance of price and the other evaluation factors included in the request for proposals;
and
WHEREAS, the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the materials, equipment, supplies or services approved and accepted
herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The items in the following numbered request for proposal for materials,
equipment, supplies or services, shown in the "Request for Proposals" on iile in the office of the
Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City
considering the relative importance of price and the other evaluation factors included in the request
for proposals.
RFP
NUMBER CONTRACTOR AMOUNT
5641 Genuine Parts Company/NAPA Integrated Business Solutions $9,000,000
SECTION 2. By the acceptance and approval of the above numbered items of the submitted
proposals, the City accepts the offer of the persons submitting the proposals for such items and
agrees to purchase the materials, equipment, supplies or services in accordance with the terms,
specifications, standards, quantities and for the specified sums contained in the Proposal Invitations,
Proposals, and related documents.
SmECTION 3. Should the City and person submitting approved and accepted items and of the
submitted proposals wish to enter into a formal written agreement as a result of the acceptance,
approval, and awarding of the proposals, the City Manager or his designated representative is
hereby authorized to execute the written contract; provided that the written contract is in accordance
with the terms, conditions, specifications, standards, quantities and specified sums contained in the
Proposal and related documents herein approved and accepted. This will be an initial one (1) year
contract with options to extend the contract for two (2) additional one (1) year periods with all terms
and conditions remaining the same.
SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of Denton
under RFP 5641 to the City Manager of the City of Denton, Texas, or his designee.
SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council
hereby authorizes the expenditure of funds therefor in the amount and in accordance with the
approved proposals.
SECTION 6. This ordinance shall become effective immediately upon its passage and
appro v al .........._.�
PASSED AND APPROVED this the ����`��:::.m day of �,����:_.,,,,n , 2016, ✓'
6�
�4. �
�__ � _.__._ . _. .________�
CHRIS � ������ � ��, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
�� �
��
BY: '� ;�� .. ' :�
APPR� ���^�l� AS "�� �:�� LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: ... .������� ����,,�"'.� �� ��„�M.
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DocuSign Envelope ID: 0C699D04-68A7-4E48-A03C-6E9E4E176D42
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND GENUINE PARTS COMPANY
(D.B.A. NAPA AUTO PARTS)
(RFP # 5641)
THIS CONTRACTis made and entered into this date ______________________, by
and between Genuine Parts Company, d.b.a. NAPA Auto Parts, a corporation, whose address is
2999 Circle 75 Parkway, Atlanta, Georgia 30339, hereinafter referred to as "Contractor," and the
CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as
"City," to be effective upon approval of the Denton City Council and subsequent execution of this
Contract by the Denton City Manager or his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Supplier shall provide products and/or services in document
RFP 5641 Fleet Vehicle and Equipment Integrated Parts Inventory Support Services, a copy of
which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The
Contract consists of this written agreement and the following items which are attached hereto and
incorporated herein by reference:
(a) Special Terms and Conditions
(b) Revised and Negotiated Scope of Work (
(c) Sample Profit and Loss Statement (Schedule 1)
(d) Standard Terms and Conditions C;
(e) Insurance Requirements D
(f) Lease Agreement ;
(g) Request for Proposal (RFP) (Fon File at the Office of the Purchasing
Agent);
(h) Form CIQ Conflict of Interest Questionnaire (Exhibit "G");
(i) Best and Final Proposal (Exhibit "H")
(j) Sample Reports (Exhibit I).
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions
of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence
first to the written agreement then to the contract documents in the order in which they are listed
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IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
CONTRACTOR
BY:_______________________________
AUTHORIZED SIGNATURE
Date:_______________________
Name:______________________
Title: _______________________
____________________________
PHONE NUMBER
____________________________
EMAIL ADDRESS
CITY OF DENTON, TEXAS
ATTEST:
JENNIFER WALTERS, CITY SECRETARY BY:
GEORGE C. CAMPBELL, CITY MANAGER
BY: __________________________________ Date:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: __________________________________
Contract # 5641 Service Agreement Page 2of 76
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Contract #5641
Exhibit A
Special Terms and Conditions
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Special Terms and Conditions
Total Contract Amount
The contract total for services shall not exceed an annual amount of $4,000,000 for a total not-to-
exceed amount of $12,000,000. Pricing shall be per Exhibit B attached.
Contract Terms
The contract term will be one (1) year, effective from date of award. The City and the Supplier
shall have the option to renew this contract for an additional two (2) one-year periods.
The contract shall commence upon the issuance of a Notice of Award by the City of Denton and
shall be renewed each year, from the date of award by City Council, upon mutual written
agreement by both parties. The City shall notify the Contractor at least ninety (90) days prior to
the scheduled renewal date in accordance with the terms set forth hereinunder. At the sole option
of the City of Denton, the contract may be further extended as needed, not to exceed a total of six
(6) months.
Pricing
The pricing for all normally stocked, and locally available, items will be furnished FOB
Destination, Prepaid and Allowed, and the prices quoted for all non-stock items, non-locally
available items, special/custom and emergency orders will be furnished FOB Destination, Prepaid
and Added, which means that the Contractor initially pays the freight and then adds the freight
charges to its invoice to the City for reimbursement.
Firm Pricing Profile
The parties agree that C
products shall increase and decrease throughout the term of the Contract.
Price Adjustments
As stated above in the section entitled Firm Pricing Profile, prices on individual products shall
increase and decrease throughout the term of the Contract.
Cooperative Purchasing
This contract will be available for use by all governmental entities, providing there is no conflict
with any applicable statutes, rules, policies, or procedures. The governmental entities will have the
option to use the pricing as agreed to within the resulting contract.
Governmental entities will issue their internal purchase orders directly to the Contractor, however,
shall reference and cite the City of Denton contract number within the purchase order document.
After award, the Contractor agrees to collect, on behalf of the City, a service fee in the amount
of0.25% of the dollar amount of all issued purchase orders generated from any
governmental entities contracted, based on the use of this contract. The Contractor further agrees
to remit the service fee by check on a quarterly basis for the previous quarter spent through this
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contract, to Julia Klinck, Contract Administration Supervisor, at 901B Texas Street, Denton,
th
Texas 76209, on or by the fifteenth (15) day of each month, following the end of the quarter.
The Contractor shall also provide quarterly sales reports from the contract awards and Purchase
Orders issued from the Contract, for the purpose of billing and collecting the service fee, and for
compiling required purchasing history. This report shall be sent to
th
purchasing@cityofdenton.comon or by the fifteenth (15) day of each month. The Contractor
further agrees that the City of Denton shall have the right, upon reasonable written notice, to
accuracy of service fees charged to the Contractor.
Intellectually Property Indemnification
This section only applies to software owned by the Contractor and made available to the City.
The contractor will indemnify, defend and hold harmless the City, and its authorized users,
against any action or claim brought against the City, or its authorized users that is based on a
claim that software infringes any patent rights, copyright rights or incorporated misappropriated
trade secrets. Contractor will pay any damages attributable to such claim that are awarded
against the City or its authorized users, in a judgment or settlement. If the City or its authorized
claim, in the sole opinion of the City, or its authorized users, the Contractor shall, at its sole
expense (1) procure for City or its authorized users, the right to continue using such software
under the terms of this Contract; or (2) replace or modify the software so that it is non-infringing.
Rights toData, Documents, and Computer Software (Governmental Entity Ownership)
Any research, reports studies, data, photographs, negatives or other documents, drawings or
materials prepared by Contractor in the performance of its obligations under this contract shall be
the exclusive property of the City and all such materials shall be delivered to the City by the
Contractor upon completion, termination, or cancellation of this contract. Contractor may, at its
own expense, keep copies of all its writings for its personal files. Contractor shall not use, willingly
allow, or cause to have such materials used for any purpose other than the performance of
however, that contractor shall be allowed to use non-confidential materials for writing samples in
pursuit of the work.
The ownership rights described herein shall include, but not be limited to, the right to copy,
publish, display, transfer, prepare derivative works, or otherwise use the works.For the
avoidance of any doubt, the parties agree that Contractor cannot assign or leave with the City its
proprietary TAMS (Total Automotive Management System) upon termination or expiration of
the Contract.
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Patent Rights
The Contractor agrees to provide an indemnity for intellectual property claims based on
intellectual property rights owned by Contractor but cannot provide a direct copyright, trademark
or patent indemnity for the products supplied pursuant to the contract, as contractor does not
manufacture the products. Contractor can agree to use reasonable commercial efforts to assist
the City in processing any infringement claim against the applicable manufacturer.
No Liquidated Damages
The parties agree that no liquidated damages of any kind will be assessed against Contractor under
this Contract for any reason.
Warranties
All products supplied pursuant to the contract are subject to the terms of written warranties
provided by the manufacturer of each product, and contractor shall use reasonable commercial
efforts toassist the City in processing all warranty claims that the City may have againsta
manufacturer. The manufacturers warranty will be the sole andexclusive remedy of the City
in connection with any claims concerning the products supplied to the City hereunder. ALL
OTHER WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING ANY
IMPLIED WARRANTIESOF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR
PURPOSE, ARE HEREBY EXCLUDED. Copies of the manufactu warranties are available
to the City upon request.
However, the Contractor shall pass through all available warranty benefits from the
applicable manufacturer to the City.In the event that any product does not conformto the
manufacturers warranty, the City may return such productto Contractor and Contractor will
process the Citys warranty claim with the manufacturer ofthe defective product. After the
manufacturer has accepted the claim from Contractor, Contractor,as the Citys sole and
exclusive remedy and the contractors soleliability, shall either, atitsoption: (i) replace the
product with a conforming product or (ii) issue a credit or refundfor the price of the product.
Shipping, Delivery, and Packaging
Identification of Shipments:
In addition to the complete destination address, each delivery must be clearlymarked with
the purchaseorder number. Each shipment must be accompanied by a packing slip.
Packaging and Labeling:
Contractor will use commercially reasonable efforts to ensure that allitems shipped will be
properly labeled, with weather resistant labeling, showing the brand name, package quantity, lot
number (ifapplicable) and any other necessary identifying information.
Special Delivery Requirements:
City Department representatives may have specific, internal delivery rules and policies. These
will be provided oneach purchase order issued. The contractor(s) will be required to adhere
tothose requirements.
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Hours of Delivery:
Stock orders for inventory replenishment shall be delivered during the overnight shift
hours of 10:30 p.m. to 12:00 a.m. (Central) unless prior approval forafter-hours delivery
has been obtainedfrom the City. In the event of any approvalby the City for after-hours
delivery,Contractor may not invoice any additional charges for that delivery. Contractor is
encouraged to obtain Citys hours of operation at time of order.
Daily parts deliveries shall be accepted by City staff in between the hours of 6:30 a.m. and 5:00
p.m. (Central).
Delivery Schedule:
Respondents shall furnish, in the space indicated on the price sheet, a delivery schedule for
each line item as to time required for deliveryafter receipt of order (ARO) under normal
conditions. Delivery Days means calendar days, unless otherwise specified.Failure tostate
delivery time may disqualify Respondent. The City of Denton, at its sole option, may choose to
negotiatedelivery times.
Delivery Delays:
If delay is foreseen, Contractor shall give written notice to the City and must keep City
advised at alltimes of the status of order. Default in promised delivery (without accepted
reasons) or failure to meet specifications authorizes the City to purchase goods and services
of this solicitation elsewhere. The parties agree that Contractor will use reasonable commercial
efforts to meet required delivery times, but conditions out of C
such as adverse traffic or weather conditions, may delay deliveries and contractor will not be
liable in any manner for such delayed deliveries.
Compliant Products:
Providing products or materials which do not meet allspecification requirements does not
constitute delivery. Delivery does not occur until the contractor delivers products or
materials in full compliance with the specifications to Citys F.O.B. destination, unless
delivery isspecificallyaccepted, in whole or in part, by the Customer. City reserves the right to
require new delivery or arefundinthe event that materialsor productsnot meeting specifications
are discoveredafter payment has been made.
Restocking Fee:
The City may requestthat a contractor accept return of merchandise already delivered or that a
contractor cancel an order prior to delivery. If the returnisrequiredthrough nofault of the
contractor, the contractor may request a reasonable restockingcharge. The Customer may pay a
restockingcharge if the City determines that the chargeis justifiable.As a guideline,such charges
shall not exceed 10%. There shall be no fees charged for cancellation of an order prior to
shipment by the Contractor.
Safety and Environmental Hazards
The City does not warrant or guarantee against the possibility that safety or environmental
hazards or potential hazards (includ
facilities. Notwithstanding the foregoing, the City shall, at all times during the term of the
prevent any
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damaglocated in
the on-site store(s)) the roof, exterior walls, foundation, and structural portions of the on-site
store(s) and all portions of the electrical and plumbing systems lying outside of the on-site
store(s) but serving the on-site store(s).
All contractors to the City are required to ensure absolute safety standards are applied and
enforced. City will not be liable for injuries to Contractor employees to the extent such injuries are
caused by the negligent acts or omissions or intentional misconduct of Contractor or its employees.
Likewise, Contractor will not be liable for injuries to City employees to the extent such injuries
are caused by the negligent acts or omissions or intentional misconduct of City or its employees.
Known hazards shall immediately be reported and all safety precautions shall be taken to prevent
potential safety issues from occurring.
Contractor Standards of Performance
Monthly Time Standards - Contractors shall fully understand that the City relies on the product or
service of the solicitation to provide vital municipal services, and the availability and reliability of
the equipment is of the essence. With this in mind, the Contractor shall meet the following
performance standards at all times. Labor disputes, strikes, and other events, except those beyond
the Contractor's control such as acts of God, shall not relieve the Contractor from meeting these
standards. For service category, the Contractor must ensure the given level of service is achieved,
within the designated number of working hours.
Contractor shall deliver goods or services within specified delivery times for 95% of all orders.
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Contract #5641
Exhibit B
Revised and Negotiated Scope of Work
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3#/0% /& 7/2+
Services to be rendered shall include, but not limited to, the following particular tasks:
A.0!243 ).6%.4/29 2%15)2%-%.43
1. Parts and Supplies
The contractor shall provide automotive and equipment parts and supplies required to
service and repair the City's diverse fleet of vehicles and equipment. The Contractor shall
only charge the City for parts actually requested by authorized City personnel. The City
further requires that in every application, where reasonable and acceptable, the offeror
shall provide rebuilt, refurbished, recycled or refined products that meet or exceed
Original Equipment Manufacturer (OEM), Society of Automotive Engineers (SAE),
Underwriters Laboratories (UL), Military Standard Specification (Mil-spec), American
National Standards Institute (ANSI) or other industry quality standards. All hydraulic
equipment, components and parts must meet Joint Industry Council (JIC) and SAE
specifications.
eet or exceed OEM, SAE, UL,
Mil-spec, ANSI or other industry quality standards whenever possible. The City strongly
encourages the usage of lower cost contractor/non-Original Equipment Manufacturer
(OEM) brand parts; therefore, the Contractor shall aim to supply 50 percent of the parts
in the Quality of Parts section. City prefers Contractor branded parts, when available, to
achieve the lowest possible landed cost fo
buy back for the non-Contractor branded parts on hand upon the contract termination,
expiration or non-renewal.
2. On-Site Parts Inventory
The contractor shall provide both Target and Non-target on-site parts inventories
adequate to meet the parts availability performance standards mutually agreed upon
by the City and the Contractor (See minimum recommended parts list).
In the event, the Contractor cannot supply a part in a timely manner or at a reasonable
cost, the Contractor shall agree to allow the City to buy parts from third party vendors.
City reserves the right to obtain required parts from other sources or to demand
expedited delivery services if the Contractor indicates that specified service standards
cannot be complied with.
3. Price Comparison
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City of Denton has the right to conduct quarterly parts price comparison to ensure the City
is obtaining the best value. Contractor and the City shall develop mutually agreeable
random comparison criteria for a quarterly report comparing prices paid for parts issued
to the City with those paid by other Contracted NAPA IBS entities in this region. Contractor
shall provide the City with quarterly reports for all parts issued during the preceding
quarter, detailing actual prices paid to their suppliers and prices billed to the City for
statement validation and price comparison purposes. The Quarterly Top 100 Parts
Report, which a sample is attached hereto and incorporated herein by reference as
The Contractor shall continually work to lower the cost of parts acquisition. All
rebates and discounts shall be used to lower the acquisition cost to the City and will be
applied to the monthly Profit and Loss statement.
4. Multiple Quotes Requirements
The Contractor shall obtain three (3) price quotes for all non-Contractor brand parts
exceeding $3,000. The lowest quoted part, meeting specifications, shall be purchased
d-
approval signatures to all invoices containing parts covered under the requirements of
this section
5. Tax Exemption for Parts and Supplies
In accordance to Section 151.309 of the Texas Tax Code, the City is exempt from being
charged for all taxable items sold, leased, or rented to, or stored, used, or consumed by
the City. All parts and supplies purchased on the behalf of the City shall be purchased
under the tax exemption status. The Contractor shall not be authorized to purchase
goods or services, through the tax exempt status, that will not be re-sold to or utilized by
the City.
6. Quality of Parts
Contractor will use commercially reasonable efforts to ensure that the parts supplied
by Contractor meet or exceed the quality of the parts furnished originally for the
equipment (OEM or equivalent). If the original manufacturer updates the quality of the
parts for current production, the Contractor will use commercially reasonable efforts to
ensure that parts purchased after that change shall meet or exceed the updated quality
specification. If more than one (1) grade of product is available that meets the
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requirements of this section, the City may designate which grade shall be made
available for use. The City will accept only quality "first" lines from nationally recognized
vendors and not "second" lines of substandard quality. The City may at any time refuse
any particular product, and require a specific substitute to be used. Rebuilt or
remanufactured parts must conform to the manufacturer's recommended
reconditioning tolerances.
a. Quality Assurance Program
The Contractor shall implement a Quality Assurance Program for the management of
the parts supply function. The program shall include provisions for meeting specified
performance standards, for providing high quality parts, and for providing a high level
of customer service. A mandatory component of the Quality Assurance Program shall
be periodic customer satisfaction surveying. At a minimum, the Contractor shall
conduct an annual survey of maintenance, administrative and operating department
personnel. The Contractor's Quality Assurance Program shall also define a role for the
City in maintaining high quality service. The Contractor's proposed Quality Assurance
Program must be described in detail, as part of its proposal. The Quality Assurance
Program written guidelines and procedures shall be submitted to the City for review
and approval. Additionally, the Contractor shall provide a summary of the surveys to
the City for review.
7. Material Safety Data Sheets
The City maintains a cataloging system for all chemicals, chemical compounds, and
chemical mixtures. The Contractor shall provide a Material Safety Data Sheet (MSDS)
for all chemicals and parts containing any potential hazardous material. The MSDS
documents shall be kept up-to-date and available to City staff at all times.
8. Annual Inventory Turns
The contractor shall maintain a baseline target of 4.0 inventory turns annually for all
inventory items. Annual inventory turns is defined as the annual cost of goods sold
divided by the average annual inventory value. The City, and the Contractor shall
reserve the right to request the removal of inventory items that are turning less than 4
times per year. City staff shall evaluate the request of the contractor, and the stock
levels, to determine whether to maintain these items in inventory.
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B.$%3)'.!4)/. /& 0!243
1. Required Parts Preventative Maintenance and Critical Needs (100%
stocking rate)
Required parts are identified below. Required Parts are subject to the detailed cost
proposal submittal requirements and parts availability time standards of this solicitation
for Required Parts.
REQUIRED PART CATEGORIES:
Filters: Oil, Fuel, Transmission, Coolant, Hydraulic, and Air
Wiper Blades and Wiper Arms
Light bulbs, Lights, and Lenses
Belts and Hoses (non-hydraulic) (Gates or approved equal)
Hydraulic hoses and fittings (Gates or approved equal)
Brake Parts: Pads, Shoes, Drums, Rotors, and Hardware Kits
Batteries: Automotive, Truck, Construction, Lawn Equipment
Alternators
Electrical Switches
Air Conditioning Parts and Refrigerant
Bearing and Seal Parts
Sanitation Vehicle Parts
Fire Apparatus Parts
The City and the Contractor shall, in conjunction, conduct an annual review of all parts
designated as required parts and identify an updated list of specific required parts
within these categories. The current required parts are identified on the first worksheet
required parts. The Contractor shall maintain 100 percent stocking compliance with
the parts identified in the pricing sheet.
a. Preventative Maintenance Parts
Services utilize a comprehensive preventative maintenance schedule. The contractor
shall be responsible for ensuring all parts designated for the preventative maintenance
program are available when the parts are scheduled to be purchased and utilized. The
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City expects 100 percent fill rate for these parts. On the last day of each month, Fleet
Services staff will publish and provide the contractor the preventative maintenance
schedule for all City vehicles and equipment that are assigned to the preventative
maintenance program. A list of the parts designated for the preventative maintenance
program is provided in Exhibit 4 of this RFP.
b. Critical/Emergency Purpose Parts
in order to quickly bring essential fleet vehicles back into service, ensuring the health
ensuring all parts designated for critical or emergency purposes are available at
the on-site store at all times. The City expects 100 percent fill rate for these parts.
A list of critical or emergency purpose parts is provided in Exhibit 5 of this RFP. The
of these part numbers will
need to be cross referenced.
2. Non-Required Parts
Any part not encompassed by the definition of Required Parts described in this
solicitation is designated as a Non-Required Part and is subject to the proposal
submittal requirements and parts availability time standards of this solicitation for Non-
Required Parts. The City and the Contractor shall identify a list of specific non-required
parts within these categories on an annual basis. These non-required parts shall be
filled on a 95 percent fill rate basis at all times. The parts shall be filled within 48 hours
to achieve the 95 percent fill rate requirement.
3. Non-Stocked Parts
The contractor shall be responsible for researching and locating non-stocked parts
which may be required in the repair or maintenance of a vehicle. The City reserves the
right to audit and verify cost reasonableness on these parts. The Contractor shall
submit the actual quoted pricing documentation to the City staff for review, and
approval. Contractor shall be responsible for all restock fees except for when the City
orders a part and then decides the part is not necessary.
C.#/.42!#4/2 0%23/..%, 2%15)2%-%.43
1. On-site Personnel
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The contractor shall provide a maximum number of three (3) full-time on-site personnel
required to meet the parts availability performance standards mutually agreed upon by
the City and the Contractor. All of the assigned full-time personnel shall be ASE
Certified Parts Specialists. Counter personnel are responsible for researching to insure
the proper part is placed on order. Contractor will be responsible for costs incurred
when a wrong part is received. One of the three (3) full-time on-site personnel shall
be a manager who has vast parts room experience. One (1) part-time driver, working
off site locations. The driver shall maintain a good driving record for the duration of the
contract.
Maximum Maximum
PositionHours per Annual
WeekHours
Certified ASE Parts Room Manager 40 2,080
Certified ASE Parts Counter Person 40 2,080
Certified ASE Parts Counter Person 40 2,080
Parts Delivery Driver Up to 30 Up to 1,560
2. Personal Characteristics
Provide strong leadership for the operation. Possess personal drive, self-motivation
and take initiative to accomplish all offeror's and City's goals. Possess a willingness
and ability to learn, analytical problem solving skills, high character, and always deals
fairly with both employees and customers. Offeror personnel shall obtain within nine
(9) months of contract initiation, or retain current Automotive Service Excellence (ASE)
functions of supplying parts and to perform reasonable activities as requested by the
City.
3. Contractor's On-Site Manager
The Contractor's on-site Manager and other key personnel shall have proven technical
and managerial experience in the field of fleet maintenance and parts procurement and
be approved by the City. It is further expected that any person in a supervisory position
shall be 'ASE' Parts Specialist P1 or P2 certified, or attain such designation within nine
(9) months of contract initiation. The Contractor must make available its nominee for
on-site Manager during any negotiations with the City, should the Contractor be invited
for an interview. The Contractor's on-site Manager shall not be changed without prior
approval of the City. The City must approve the individual who replaces the current on-
site Manager. The Contractor's proposal to change its on-site Manager must include
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an implementation plan. All Contractor personnel must conform to City conduct
standards for the term of the contract. All Contractor personnel shall maintain and
express excellent standards for fast, efficient, friendly, and effective customer service.
4. Selection of Personnel
The Contractor shall select personnel with outstanding customer service skills to
perform the services outlined in this proposal. The Contractor shall provide evidence
of certificates or any other special training of personnel responsible for performing
services outlined in this proposal. All contractor personnel shall obtain at least one (1)
ASE Parts P1 or P2 Certification within nine (9) months from contract award.
5. Service Delivery
The latest upgrade to the City's FASTER Fleet Management software provides the
capability for the technician to order parts "on-line" to the parts room. It is the City's
intent to utilize this capability and have the Contractor deliver parts to the technician's
bay once the order is assembled within ten (10) minutes. This concept will initially begin
with the contractor building Preventative Maintenance kits for equipment in the City's
fleet.
6. Counter and Emergency Support Services
The Contractor shall provide on-site counter service to meet the parts availability
standards defined during negotiation of any contract resulting from this solicitation.
Counter service shall be provided at the Ci
normal hours of operation and will consist of no less than two (2) counter service
personnel during the hours of 7:00 a.m. to 5:00 p.m., and no less than one (1) counter
service personnel during the hours of 5:00 p.m. to 10:00 p.m., Tuesday through Friday.
Fleet Services maintenance facility hours of operation are Tuesday through Friday,
7:00 a.m. to 10:30 p.m. and Monday 7:00 a.m. to 3:30 p.m. Fleet Services is closed on
weekends and City holidays except for emergency situations. The City's holiday
schedule is provided in Attachment A. The normal hours of operation may change due
to the operational needs of Fleet Services and other City Departments.
The contractor shall provide overtime and emergency service support outside of the
normal working hours designated in this solicitation. The overtime expense (calculated at
time and one half) will be charged on a cost basis to the City. The City will notify the
Contractor when a requirement exists and the nature and anticipated duration of the
response needed from the Contractor. The Contractor shall use its best efforts to be on-
site to provide service with an appropriate complement of personnel within 30 minutes
(.5) hour of notification that such services are required. Contractor coverage for
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Emergency Services shall be on a 24-hour basis until the emergency has cleared or as
The Contactor shall provide an Emergency Personnel Contact List including a phone
number, preferably mobile phone number, where each person can be reached outside of
normal working hours. The City prefers a main contact person, a backup person, and an
7. Delivery Vehicle
The Contracto
part-time delivery driver to pick up and deliver parts ordered and purchased by
the City. The contractor shall provide the following items for the vehicle: fuel,
insurance, parts, and maintenance of the vehicle performed off site. Delivery
Vehicle expenses, including but not limited to depreciation/lease expense, fuel,
parts, and maintenance of the vehicle, to be performed off site, shall be included
as a pass-through expense with no additional markup in the monthly operational
expense billing.
8. Tire Repair and Replacement Support Services
The City utilizes, through a separate contract, a third party tire service provider for
installation of new tires and to repair used tires as needed. The tires shall be purchased
by the City through a separate tire inventory contract.
The Contractor under this contract shall be responsible for scheduling all tire repair and
ovider. The
Contractor shall pay for the scheduled work after the work is satisfactorily performed. The
City shall be billed for these services thereafter by the Contractor (Item 769 of Exhibit 1.
D.#/.42!#4/2 ).6%.4/29 -!.!'%-%.4 3%26)#%3
1. Inventory Management
The City shall reserve the right to obtain certain parts and supplies considered to be
critical to service during emergency situations, or for which the City determines it to be
in its best interest to retain purchasing control. The City will maintain its own contracts
for the supply of fuel and certain operating department supplies to be issued through
The City may designate certain Contractor procured items as mandatory stocked items
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and will require the Contractor to maintain a mutually acceptable quantity in its
inventory at all times, regardless of annual part issued. Parts to be sold to the City for
preventative maintenance purposes shall be available at all
preventative maintenance schedule will be made available to the Contractor on a
monthly basis; therefore, the City expects 100 percent compliance and stock outs of
these parts will be unacceptable.
additions requested by the Contractor to meet contractual performance standards,
shall be subject to the approval and continuous review of the Fleet Superintendent, or
designee, in conjunction with the Contractor. The minimum stocking level is defined
additional quantity to cover typical lead time for replacement orders.
The City shall maintain a right to conduct periodic parts price comparison review to
ensure that the City is continually obtaining the best price. The Contractor shall provide
a report detailing all parts purchased and the prices paid by the Contractor. The
quarterly report shall also include the sale prices to the City. When savings are
incurred, the Contractor shall also report the savings that the Contractor is providing
the City. The savings can include timely delivery, discounts, labor savings, etc.
2. Asset Management System
The Contractor's proposal shall include a parts ordering and tracking software system
The contractor shall use the City's Fleet Management Software, CCG Systems Inc,
FASTER, for the purpose of electronic parts requests and issuing parts to work orders,
in the most cost effective and expeditious manner possible. The Contractor shall be
responsible for supplying and maintaining all of the associated computer hardware for
l be capable of providing
software system shall be able to produce all reports specified in this Scope of Services.
3. Electronic Parts Catalog
The contractor shall utilize an automated ordering system with an electronic parts
catalog.
4. Records
The Contractor shall provide authorized representatives of the City, at all reasonable
times, access to and copies of all electronic and hard data, books, records,
correspondence, instructions, plans, drawings, receipts, vouchers, time cards, and
memoranda related to any agreement resulting from this solicitation, and shall provide
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cost verification for parts provided to the City under the terms of this solicitation within
a commercially reasonable time after the request , not to exceed 10 business days.
5. Reference Files and Procedures
The Contractor shall maintain, or have access to, the service manuals, parts manuals,
service bulletins, lubrication charts, and other information necessary to procure and
supply the parts and related materials to properly service and repair the City's fleet.
The Contractor shall make these materials available to City personnel upon request.
These records become the property of the City at contract termination or conclusion.
6. Reporting
All reports must be comprehensive of all parts sales and inventory. All reports are
required to specifically identify each part number in detail. Reporting must be provided
electronically as well as in paper form.
Compliance with all daily, weekly, monthly, quarterly, semi-annual and annual
reporting requirements as outlined above in the REPORTS section. Compliance is met
when daily reports are submitted the following morning, weekly reports are submitted
the second day of the following week and monthly, quarterly, and semi-annual reports
th
are submitted by the 15 day after each period being reported. The City expects a 95
percent overall compliance rate on all required reports.
DAILY REPORTS
a. Daily Stock Out Report
that should be normally stocked. This report shall allow City staff to easily
identify the preventative maintenance parts to ensure there are none on
the report. The items on the Stock Out report shall be expedited by the
Contractor through locating other suppliers who can fill the order or locate
an alternative item, meeting specifications, to propose to the Fleet Services
Superintendent, or his designee. Alternate stock items shall not be
ordered until approval is granted by the Fleet Services Superintendent, or
his designee.
A stock out ratio of <2% of total inventory requested. The ratio is determined by the
ntory which has been assigned a min/max stocking level.
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b. Daily Reconciliation Report The report shall reconcile all parts
management software. At a minimum the report shall include: part/item
number, invoice number, work order or independent issue number, fleet
unit number, quantity, unit price, extended price, item description, and date
and time part was issued. Fleet Services staff will validate the spreadsheet
against the sales ticket, which will be signed by the Fleet Technicians at
the time parts were received. The report shall reflect the daily sales total.
will validate the Excel spreadsheet.
c. Parts in Stock and On Order Report The report shall be made available
shall demonstrate all parts available for immediate sale and the parts that
are on order. The items on order shall include the quantity on order and
the estimated delivery date. This report shall include the daily order fill
rate, which shall demonstrate a comparison of the in-store items versus the
non in-store items. The daily order fill rate for the in-store items shall be 98
percent or higher.
d. Daily Backorder Report A detailed report listing all parts ordered that
suppliers have placed in a backordered status. Report should include date
ordered, part number, quantity, vehicle number, vendor, and expected fill
date and time. This report shall be made available on a daily, or on on-
demand basis, to help the City with their service scheduling. This report
but were not available at the time of the order. The Contractor shall
expedite these items through locating other suppliers who can fill the order
or locate an alternative item, meeting specifications, to propose to the Fleet
Services Superintendent, or his designee. Alternate stock items shall not
be ordered until approval is granted by the Fleet Services Superintendent,
or his designee.
MONTHLY REPORTS
a. Parts Issued Report The Contractor shall submit a monthly summary
report to the City that fully describes the parts supplied for that month, by
work order, by unit number, and by line item with costs assigned. The
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monthly report shall also include demonstration of compliance with
performance standards established during negotiation of any contract
resulting from this solicitation. The Contractor shall provide monthly reports
on the effectiveness of their operation.
b. Monthly Inventory Turns Report The Contractor shall provide a report
listing the top 100 inventory items in sales each month. The report shall list
the part number, d
and on-hand inventory valuation.
c. Monthly Warranty Report - The Contractor shall submit a warranty report
as often as required to the City that fully describes the parts eligible and
supplied, by line item and with costs assigned under the warranty
provisions of this solicitation. The report shall clearly identify the
warrantied part by serial number, sales ticket number, or another
identifying number that can be traced to the sale of the item.
QUARTERLY REPORTS
a. Quarterly Cost Savings Report - The Contractor shall submit a list of any
parts being supplied to the City at a cost less than previously provided and
the resulting annualized savings. The savings shall include savings in the
area of parts price, discount including volume discount, labor cost,
overhead, etc. The report shall indicate that the Contractor obtained the
lowest available pricing, a.k.a. lowest landed cost, for the parts sold to the
City. The highest turnover rate in parts, as well as the highest valued parts
sold over a three month period will determine which items will be included
in the quarterly savings report. The savings offered by the Contractor may
also include labor savings, delivery savings, and/or discounts that were
utilized.
b. Actual Part Cost vs. Retail Cost Report The City will be conducting a cost
comparison review on a quarterly basis. The Contractor shall provide a
to the City (se
the benefit of outsourcing the services provided under this contract. This
analysis will be prepared internally by Fleet Services, in conjunction with
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report, third-party quoted parts, inventory carrying cost information, labor
costs, and profit of the contractor.
c. Lost Sales Report and Analysis - The report shall demonstrate how the
monthly sales are performing against the predetermined sales target. The
sales target shall be determined through a joint effort between the
should
automatically determine the annual sales target in dollars. The report will
allow the Contractor and the City to identify where improvements can be
gies.
SEMI-ANNUAL REPORTS
a. Semi-Annual Inventory on Hand Report A detailed report listing all parts
include part number, quantity on hand, cost and min/max levels assigned
to each part number.
b. Automatic Stock Levels by Part Report - The report shall indicate the
recommend stocking levels based on the sales for the part (inventory turns).
City staff will assist Contractor in determining the minimum and maximum
stocking level for each part carried in inventory. The Parts in Stock report
-determined stocking
levels. The City and the Contractor shall identify a targeted maximum level
for each part. The Automatic Stock Levels by Part Report or the Parts in
Stock Report shall identify all non-moving items, which are items turning less
than four (4) times per year.
c. Physical Inventory Count and Rationalization - The contractor shall outline
its detailed approach for conducting the physical inventory count and
rationalization, including time frame required and the level of involvement
necessary on the part of the City employees. The Contractor's cost
proposal for rationalizing and disposing of excess inventory shall be part of
the Cost Proposal described below.
Orientation of Contractor and City Personnel.
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Description of resources to be applied by Contractor.
Description of resources required from the City of Denton.
Description of security measures during transition. Record Keeping, Reference
Materials, and Reporting Requirements. Note that a Monthly On-Hand Inventory
Valuation Report shall be provided to the City at the end of each cycle count.
ANNUAL REPORTS
a. Annual Reports - On the calendar year of the effective date of the Contract
and every other anniversary date thereafter, the Contractor shall submit to
the City a written annual report that summarizes the year's activity in a
format agreed upon by the Contractor and the City. The following specific
annual reports are required, at a minimum, to be submitted to the City.
b. Cost Savings Report - The Contractor shall submit a summary of all parts
supplied to the City at a cost less than previously provided and the
resulting annualized savings. The savings shall include savings in the area
of parts price, discount including volume discount, labor cost, overhead,
etc. The report shall indicate that the Contractor obtained the lowest
available pricing, a.k.a. lowest landed cost, for the parts sold to the City.
The highest turnover rate in parts, as well as the highest valued parts sold
over the prior twelve (12) months will determine which items will be
included in the savings report. The savings offered by the Contractor may
also include labor savings, delivery savings, and/or discounts that were
utilized.
c. Annual Sales Summary Report The report shall summarize the pricing
paid by the City for all parts invoiced and paid by the City. The prices shall
be broken down by each invoice issued during the course of the year. At a
mini
unit number, work order number, part number, part description, quantity
sold per invoice, unit price, and extended total. The report shall show an
annual total for the quantity, average unit price, and a grand total for the
extended cost.
d. Annual Parts Warranty Report - The annual warranty report shall
summarize all parts sold to the City over the prior twelve (12) months that
qualify for warranty coverage. The report shall clearly identify the
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warrantied part by serial number, sales ticket number, or another
identifying number that can be traced to the sale of the item.
AD HOC REPORTING
The City reserves the right to obtain additional reports as required to the extent
reasonably ca
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The contractor shall provide such other related services as may be required and
directed by the City. Advance approval is required in writing before access to any
facility after hours is authorized or any overtime is performed.
1. Training
The Contractor will make available an average of 24 hours of training annually to City
Fleet Services technicians. This shall include, but not be limited to, classroom and
hands-on training, new and or current product review, new procedures and ASE
Certification training. The content and quality for such training will be mutually agreed
upon between City and the Contractor.
2. On-Site Disposal and Recycling Services
The Contractor agrees to arrange for third parties to handle the disposal and/or
recycling of used motor oil, used oil filters, used hydraulic fluid, used anti-freeze, used
refrigerant, scrap tire casings, used batteries, and battery acid, but will not be directly
involved in the actual disposal of such items. Contractor shall only use Disposal
waste products. Use reasonable commercial efforts to Contractor shall defend the City
City in processing any claim that may arise against such third party associated with the
disposal of the items. The City reserves the right to select all, some or none of the items
for disposal. Disposal of any such products shall be only in a manner prescribed by
Federal, State and local laws. Contractor shall immediately convey to the City, all
documentation received including but not limited to manifests and other records for
shipping and disposal of such products to ensure proper disposal, handling and
shipping, for permanent retention, in accordance with all applicable laws. The proposal
shall include disclosure of any notice of violation received by the proposer concerning
shipment or disposal of any such product or other hazardous material. All recycled
items shall be billed to the City at a pass-through cost only. Any revenue generated
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tract Administration
Supervisor at the following address:
City of Denton Purchasing
Attn: Contract Administration Supervisor
901 B Texas Street
Denton, TX 76209
F.#/.42!#4/2 )-0,%-%.4!4)/. 0,!.
1. Implementation Plan
The contractor shall present an Implementation Plan that identifies all actions to be
taken and the resources they will employ to accomplish a successful transition of
services under any agreement negotiated pursuant to this solicitation. At a minimum,
the Implementation Plan must describe the following categories in detail:
a. Continuity of Service
The Contractor shall develop and submit a proposed implementation plan that outlines
the process to be followed, time frames required, and any measurable milestones in
the plan for ensuring continuity of service during the transition period.
b. Purchase of Current Inventory
The Incumbent currently maintains the inventory of parts and supplies in the City's
Fleet Services parts warehouse. The awarded contractor shall purchase this inventory,
at the acquisition cost from the incumbent at the inception of any agreement resulting
from this solicitation.
All proposals must include a plan for accomplishing a physical inventory count of all
existing parts inventories, and a methodology for rationalizing inventory size. (The
physical inventory count and rationalization must be conducted as part of any
implementation plan, and be acceptable to both the City and the Contractor).
All Contractor branded parts and supplies will remain the sole property of the
Contractor unless purchased by the City in accordance with the buy-back terms set
forth herein.
Material Safety Data Sheets
The City maintains a cataloging system for all chemicals, chemical compounds, and
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chemical mixtures. The Contractor shall provide a Material Safety Data Sheet (MSDS)
for all chemicals and parts containing any potential hazardous material. The MSDS
documents shall be kept up-to-date and available to City staff at all times.
c. Safety and Environmental Hazards
The City does not warrant or guarantee against the possibility that safety or
maintenance facility.The Contractor, as the incumbent, shall be responsible for
conducting ongoing monthly Safety inspections to identify any hazardous conditions
and notifying the City of these conditions in writing immediately upon identification of
any perceived hazard Notwithstanding the foregoing, the City shall, at all times during
the term of the contract, at the City
or other personal property located in the on-site store(s)) the roof, exterior walls,
foundation, and structural portions of the on-site store(s) and all portions of the
electrical and plumbing systems lying outside of the on-site store(s) but serving the on-
site store(s).
d. Facility and Inventory Inspections
Facility and inventory inspections by City and Contractor personnel shall be an element
in the negotiations and transitions of any contract resulting from this solicitation. The
Contractor shall schedule with the City a joint parts room inspection for the purpose of
identifying pre-existing deficiencies pertaining to the buildings, utility systems,
equipment, and other assets. The Contractor and the City together shall make a
complete and systematic inspection and inventory of all structural, mechanical,
electrical, utility systems, and equipment and furniture to which the Contractor shall
have access during the course of the agreement period. The Contractor shall then
prepare and submit to the City a Pre-Existing Deficiency Report describing all observed
deficiencies pertaining to the building structure, systems, equipment, or other assets
noted during the joint inspection no later than five (5) days after the joint inspection.
The City and Contractor shall then develop a mutually acceptable time table for the
correction of any noted deficiencies. The allocation of costs and the completion of the
corrections will be mutually agreed upon during contract negotiations.
e. Receipt of Assets
The Contractor shall be required to acknowledge receipt by signature of assets
provided by the City for the Contractor's use. The assets accepted by the Contractor
for the term of the agreement shall then become the responsibility of the Contractor.
Upon completion of the agreement, these assets shall be returned in the same
condition in which they were provided to the Contractor, less normal wear and tear.
The Contractor shall be responsible for replacing any stolen, missing, or destroyed
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asset with a comparable asset at the Contractor's expense.
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./.ȃ2%.%7!, /& #/.42!#4
Upon termination, expiration, or non-renewal of the contract, Contractor shall have the
option to require the City to purchase all non-NAPA branded inventory owned by
Contractor and located in the on-most recent acquisition cost.
Additionally, the City shall have the option to purchase all NAPA branded inventory,
owned by Contractor and located in the on-
ng of all
NAPA and non-NAPA branded inventory owned by Contractor and located in the on-site
store(s).
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1. Fleet Services Parts Warehouse
The City will permit the Contractor use of the existing Fleet Services Parts
Warehouse, including installed equipment such as furniture, shelving and racks,
through an executed lease agreement. The City will reimburse the Contractor for any
and all costs and expenses charged to Contractor or incurred by Contractor under such
executed lease agreement. Such costs and expenses will be deemed an operational
cost and will be paid to Contractor in accordance with the terms set forth in the pricing
section below. The Contractor will be provided with exclusive access to those portions
of the Fleet Services facility so designated for its use subject to the City's right to
inspect and audit. The Contractor shall be responsible for parts room clean up and
custodial services and must maintain the facility in a presentable manner. The City will
provide physically separated space for the purpose of parts inventory storage as is
mutually agreed upon by the Contractor and the City. Facility inspections by City and
Contractor personnel will be an element in the negotiations and transitions of any
contract resulting from this solicitation. The City shall maintain a set of keys to all
facilities for security and emergency situations only. The keys will be under exclusive
control of the Fleet Superintendent. The City shall provide to Contractor written notice
prior to entering the secured parts area, except in the event of a declared emergency.
2. Utilities
The City will be responsible for supplying all utilities, including refuse collection, to the
facility operated by the selected Contractor. The City will supply the utilities and
communication infrastructure necessary for the Contractor to operate an efficient parts
operation. Contractor will be responsible for their own telephone/fax charges including
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employee cellular telephones.
The Contractor shall not use the facility or other property furnished by the City for
provision of parts to vehicles not owned or leased by the City. The Contractor shall not
use City property for any personal advantage, business gain, or other personal
endeavor by the Contractor or the Contractor's employees other than in the
performance of the work described in the agreement.
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PAYMENT TERMS/PRICING
pany and
NAPA shall invoice the CUSTOMER for all inventory purchased pursuant to this contract
on a monthly basis according to the pricing plan below. CUSTOMER agrees to pay the
entire amount of all statements received from NAPA within thirty (30) days following
receipt of any such statement. If CUSTOMER has not paid the entire amount of all
statements received from NAPA within 30 days following receipt of such invoice,
CUSTOMER a,
until amount is has been paid in full. No prompt pay
discount is available under this Agreement.
it
.
following elements:
(a) Product Costs. The pricing of the inventory to be supplied to CUSTOMER by
NAPA pursuant to this Agreement. Product Costs shall be further divided NAPA
Product CostsNon-
NAPA Product Costs
manufactured by NAPA suppliers but which have been acquired for CUSTOMER by
NAPA pursuant to this Agreement.
(b) Outside Purchases or Services Costs. Outside Purchases or Services Costs is
the pricing of those parts or services not traditionally stocked or performed by NAPA.
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(c) Operational Costs. Any and all costs and expenses associated with the operation
of the On Site Store(s), including, but not limited to, the Corporate Allocation Expenses
(as defined below), any and all costs and expenses charged to Contractor or incurred by
Contractor under that certain Lease Agreement entered into between Contractor and the
City on _________, 2016, vehicle gas and maintenance costs, salary and benefits
insurance, unemployment insurance, personal property insurance for the On Site
Store(s), inventory, any deductible for losses covered under the insurance policies of
NAPA, and all equipment supplied by NAPA. Corporate Allocation Expenses may include
but are not limited to, inventory investment expense, pension funding cost, executive fees,
accounting fees, general office fees, and shared service expense. An example of a profit
and loss statement reflecting such costs and expenses is attached hereto as Schedule 1.
CUSTOMER acknowledges and agrees that the costs and expenses reflected on the
profit and loss statement set forth on Schedule 1 are subject to change based on actual
monthly costs, expenses or Corporate Allocation Expenses incurred relative to the
operation of the On Site Store(s). To achieve economies of scale, NAPA utilizes certain
headquarter and corporate personnel or assets in the performance of this contract. As a
percentage of sales for each contract year.
As such, there is not a supportive invoice for such expenses other than an annual
allocation rate statement. This Corporate Allocation Expense allows NAPA to have fewer
employees performing mundane or menial tasks such as paper work and filing at the On
Site Store(s) allowing NAPA counter personnel to focus more attention on serving the
On-Site Store operations and maximizing on-site cost efficiency.
(d) Management Fee. CUSTOMER shall be billed a Management Fee (as defined
below) on a monthly basis in accordance with the terms below.
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PRICING PLAN SUMMARY
NAPA Product Costs Billed to CUSTOMER at jobber net store
acquisition cost
Non-NAPA Product
Costs and Outside Billed to CUSTOMER at a 0% gross profit rate
Purchases and
Services
Operational Costs Billed to CUSTOMER at cost or at the current
corporate annual allocation rate for those
services performed by headquarter and
corporate personnel.
Management Fee Billed to CUSTOMER in accordance with the
terms below
Net Profit Target 10% net profit for NAPA
NAPA Product Costs shall be billed to CUSTOMER at jobber net store acquisition cost.
Non-NAPA Product Costs and Outside Purchases/Services shall be set by NAPA to yield
a gross profit of zero percent (0%). Operational costs will be charged to CUSTOMER at
cost or at the current corporate annual allocation rate for those services performed by
headquarter and corporate personnel, with all such charges for Operational Costs to be
included in CUSTOM
CUSTOMER shall pay to NAPA on a monthly basis a management fee equal to ten
percent (10%) of the Total Monthly Net Sales (as defined below) during the preceding
the total dollar amount of all products (both NAPA and Non-NAPA) and outside purchases
and services sold to the CUSTOMER during the preceding month at the costs set forth in
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the pricing plan summary above less purchase returns.
CUSTOMER agrees to encumber sufficient funds necessary to cover the anticipated
amount of all financial obligations owed to NAPA, including but not limited to, projected
operational expenses, product to be purchased from NAPA, non-NAPA inventory buy-
back, and agreed profit for the applicable state fiscal year. The parties agree to mutually
work together to adjust the amount if such amount must be increased during the term of
the contract. CUSTOMER retains the right to exercise the provisions of Section 28 of
Exhibit C Standard Terms and Conditions if the governing body does not award funding
for the contract. CUSTOMER INITIALS ______________
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Contract #5641
Schedule 1
Sample Profit and Loss Statement
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Genuine Parts Co
dba- NAPA Auto Parts
635 Freeport Parkway
Coppell Texas 75019
IBS Operational Expense Invoice
Sold to:City of Denton IBS
Date :July 1, 2016
Invoice No:4711606
Account # : City of Denton Operations Expense Account
Description of Billing:
Jun-16OPERATIONAL EXPENSE FOR PARTS DEPARTMENT43,642$
See attached Summary detail
Note:
Remit payments to:
Genuine Parts Company
dba- NAPA Auto Parts
P.O. Box 848033
Dallas TX 75284-8033
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IBS Expense Summary
Disclaimer- Individual Line item values stated in dollars, Section totals rounded to dollars from original values
Notes
City of Denton Expense CategoryCurrentYTD
Customer Part Purchases201,991201,991
Cost of Goods to NAPA201,244201,244
Gross Markup Margin747747
Payroll Expenses
Manager/Counter Salaries13,28813,288
Employee Pension/401K909909
Group Insurance/Benefits2,7622,762
Workers Comp Insurance337337
Payroll Taxes1,1231,123
Total IBS Payroll Expenses18,41918,419
Miscellaneous Expenses
Delivery Maintenance/Gas101101
Truck Payment450450
Facility Expenses7777
Shelving/Equipment Depreciation00
Store Expenses400400
Computers and Support Equipment549549
Freight & Postage219219
Training00
Total IBS Misc Expense17961796
Corporate Allocated Expenses 3,974 3,974
TOTAL EXPENSES24,18924,189
Gross Margin Less Expenses-23,443-23,443
Miscellaneous Adjustments00
IBS Management Fee4364243,642
NAPA's Return on Investment2019920199
NAPA Monthly Expense Billing Breakdown
Contracted Management Fee20,199 10% of Total Monthly Net Sales
Less Profits received:(747) Profits from Invoices (Sales less cost & adjustments)
Total Expenses24,189
Misc Discounts0
Balance due NAPA after adjustments43,642
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Contract #5641
Exhibit C
Standard Purchase Terms and Conditions
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Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings
contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer
and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must
statement shall serve to modify the terms set forth herein. If there is a conflict between the
provisions on the face of the contract/purchase order these written provisions will take precedence.
The Contractor agrees that the contract shall be governed by the following terms and conditions,
unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract,
Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and
sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed
-of-way.
1.. The Contractor shall fully and timely provide all
r in strict accordance with
the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local
laws, rules, and regulations.
2.EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall
be effective as of the date the contract is signed by the City, and shall continue in effect until all
obligations are performed in accordance with the Contract.
3.CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will use commercially
reasonable efforts to cause it manufacturers to package deliverables in accordance with good
commercial practice and shall include a packing list showing the description of each item, the
quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and
Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The
number and the price agreement number if applicable, (c) Container number and total number of
containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The
Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest
transportation costs and to conform to all the requirements of common carriers and any applicable
specification. The City's count or weight shall be final and conclusive on shipments not
accompanied by packing lists.
4.SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to
ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of
deliverables.
5.TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City
only when the City actually receives the deliverables.
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6.DELIVERY TERMS AND TRANSPORTATION CHARGES:All normally stocked, and
locally available, items will be furnished FOB Destination, Prepaid and Allowed, and all non-stock
items, non-locally available items, special/custom and emergency orders will be furnished FOB
Destination, Prepaid and Added, which means that Contractor initially pays the freight and then
adds the freight charges to its invoice to the City for reimbursement.
7.RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under
law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at
delivery before accepting them, and to reject defective or non-conforming deliverables. If the City
has the right to inspect t
furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance
to the City to facilitate such inspection.
8.NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables
must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity.
Any non-complying tender shall constitute a breach and the Contractor shall not have the right to
substitute a conforming tender; provided, where the time for performance has not yet expired, the
Contractor may notify the City of the intention to cure and may then make a conforming tender
within the time allotted in the contract.
9.PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the
sites where the Contractor is to perform the services as required in order for the Contractor to
perform the services in a timely and efficient manner, in accordance with and subject to the
applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied
cations, the location and
essential characteristics of the work sites, the quality and quantity of materials, equipment, labor
and facilities necessary to perform the services, and any other condition or state of fact which could
in any way affect performa
hereby releases and holds the City harmless from and against any liability or claim for damages of
any kind or nature if the actual site or service conditions differ from expected conditions.
The contractor shall, at all times, exercise reasonable precautions for the safety of their employees,
10.WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance
of the services which they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while
engaged in participating or responding to a solicitation or while in the course and scope of
delivering goods or services under a City of Denton contract or on the City's property .
i. use or possess a firearm, including a concealed handgun that is licensed under state law,
except as required by the terms of the contract; or
ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled
substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on
the job.
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C. If the City or the City's representative notifies the Contractor that any worker is incompetent,
disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed
any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the
Contractor shall immediately remove such worker from Contract services, and may not employ
such worker again on Contract services without the City's prior written consent.
Immigration: The Contractor represents and warrants that it shall comply with the requirements
of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification
and retention of verification forms for any individuals hired on or after November 6, 1986, who
will perform any labor or services under the Contract and the Illegal Immigration Reform and
11.COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL
REGULATIONS: The Contractor, its Subcontractors, and their respective employees, shall
comply fully with all applicable federal, state, and local health, safety, and environmental laws,
ordinances, rules and regulations in the performance of the services, including but not limited to
those promulgated by the City and by the Occupational Safety and Health Administration (OSHA).
In case of conflict, the most stringent safety requirement shall govern. The Contractor shall
indemnify and hold the City harmless from and against all claims, demands, suits, actions,
judgments, fines, penalties and liability of every kind
obligations under this paragraph.
Environmental Protection: The Respondent shall be in compliance with all applicable standards,
orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et
seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.).
12.INVOICES:
A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase
release after each delivery. If partial shipments or deliveries are authorized by the City, a separate
invoice must be sent for each shipment or delivery made.
B. Proper Invoices must include a unique invoice number, the purchase order or delivery
order number and the master agreement number if
the name of the point of contact for the Department. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight
waybill, when applicable, s
address and, if applicable, the tax identification number on the invoice must exactly match the
g, the
C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables
order number clearly identified. Invoices shall also include a tabulation of work-hours at the
appropriate rates and grouped by work order number. Time billed for labor shall be limited to
hours actually worked at the work site.
D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all
Subcontract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced
amount.
The City will furnish a tax exemption certificate upon request.
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13.PAYMENT:
A. All proper invoices need to be sent to Accounts Payable.A copy of the invoice shall be sent to
Fleet Services on the same day.Approved invoices will be paid within thirty (30) calendar days
eing received in Accounts Payable,
whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid
balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the
maximum lawful rate; except, if payment is not timely made for a reason for which the City
may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after
the grounds for withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the
partial shipment or delivery, as stated above, provided that the invoice matches the shipment or
delivery.
D. The City may dispute any invoice submitted by Contractor, in accordance with provisions of
Texas Government Code 2251.
E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for
delinquent taxes, the City may offset indebtedness owed the City through payment withholding.
F. Payment will be made by check unless the parties mutually agree to payment by credit card or
electronic transfer of funds.
G. The awarding or continuation of this contract is dependent upon the availability of funding.
m funds Appropriated and
available for this contract. The absence of Appropriated or other lawfully available funds shall
render the Contract null and void to the extent funds are not Appropriated or available and any
deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the
Contractor written notice of the failure of the City to make an adequate Appropriation for any
fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to
an amount insufficient to permit the City to pay its obligations under the Contract. In the event of
none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to
the City. The City warrants and represents that it reasonably believes that it will have sufficient
funds to make all payments due pursuant to the contract, and hereby covenants that it will do all
things lawfully within its power to obtain, maintain, request and pursue funds from which the
said payments may be made.
14.TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the
Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the
term of this contract, the contractor shall bill and the City shall reimburse contractor for all
reasonable and approved out of pocket expenses which are incurred in the connection with the
performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by
the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise
negotiated.
15.FINAL PAYMENT AND CLOSE-OUT:
A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified
Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance
Report to the Purchasing Manager no later than the 15th calendar day after completion of all work
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under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in
compliance with the requirements as accepted by the City.
B. The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (1) which have
been previously asserted in writing and not yet settled, (2) arising from defective work appearing
after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the
under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising
other than those previously asserted in writing and not yet settled.
16.SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost
of any special tooling or special test equipment fabricated or required by the Contractor for the
purpose of filling this order, such special tooling equipment and any process sheets related thereto
shall become the property of the City and shall be identified by the Contractor as such.
17.RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the books, records and computations
pertaining to the Contract. The Contractor shall retain such books, records, documents and other
evidence pertaining to the Contract period and two years thereafter, except if an audit is in progress
or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are
completed and resolved. These books, records, documents and other evidence shall be available,
within ten (10) business days of written request. Further, the Contractor shall also require all
Subcontractors, to retain all books, records, documents and other evidence pertaining to the
Contract, and to allow the City similar access to those documents. All books and records will be
made available within a 50 mile radius of the City of Denton. Audit results will be based upon
overcharges and undercharges being combined to determine the net impact. If the audit results in
a net overcharge, Contractor will issue a check to the City equal to the net overcharge amount.The
cost of the audit will be borne by the City.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract
include drafts and electronic files, even if such drafts or electronic files are subsequently used to
generate or prepare a final printed document.
18.SUBCONTRACTORS:
A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor
shall comply with all requirements approved by the City. The Contractor shall not initially employ
any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in
writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or
remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan
has been approved, the Contractor is additionally required to submit a monthly Subcontract
Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day
of each month.
B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract
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between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the
terms of the
Contract, and shall contain provisions that:
i. Require that all deliverables to be provided by the Subcontractor be provided in strict
accordance with the provisions, specifications and terms of the Contract;
ii. Prohibit the Subcontractor from further subcontracting any portion of the Contract
without the prior written consent of the City and the Contractor. The City may require, as
a condition to such further subcontracting, that the Subcontractor post a payment bond in
form, substance and amount acceptable to the City;
iii. Require Subcontractors to submit all invoices and applications for payments, including
any claims for additional payments, damages or otherwise, to the Contractor in sufficient
time to enable the Contractor to include same with its invoice or application for payment
to the City in accordance with the terms of the Contract;
iv. Require that all Subcontractors obtain and maintain, throughout the term of their
contract, insurance in the type and amounts specified for the Contractor, with the City
being a named insured as its interest shall appear; and
v. Require that the Subcontractor indemnify and hold the City harmless to the same extent
as the Contractor is required to indemnify the City.
C. The Contractor shall be fully responsible to the City for all acts and omissions of the
Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions.
Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual
relationship between the City and any such Subcontractor, nor shall it create any obligation on the
part of the City to pay or to see to the payment of any moneys due any such Subcontractor except
as may otherwise be required by law.
D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the
Contractor not later than ten (10) calendar days after receipt of payment from the City.
E. For the avoidance of any doubt, the S
and throughout these terms and conditions and RFP shall specifically exclude all third party
suppliers and manufacturers of the products sold hereunder and all third party delivery service
providers (i.e. UPS and FedEx).
19.WARRANTY-PRICE: The Contractor certifies that the prices in the Offer have been arrived
at independently without consultation, communication, or agreement for the purpose of restricting
competition, as to any matter relating to such fees with any other firm or with any competitor.
20.WARRANTY TITLE: The Contractor warrants that it has good and indefeasible title to all
deliverables furnished under the Contract, and that the deliverables are free and clear of all liens,
claims, and security interests. The Contractor shall indemnify and hold the City harmless from and
against all adverse title claims to the deliverables.
21.WARRANTY DELIVERABLES: INTENTIONALLY DELETED.
22.WARRANTY SERVICES: The Contractor warrants and represents that all services to be
provided the City under the Contract will be fully and timely performed in a good and workmanlike
manner in accordance with generally accepted industry standards and practices, the terms,
conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules
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or regulations.
A. The Contractor may not limit, exclude or disclaim the foregoing warranty.ALL OTHER
WARRANTIES, OBLIGATIONS AND LIABILITIES OF CONTRACTOR ARE EXCLUDED,
WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE.
B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from
the Acceptance Date. If during the warranty period, one or more of the above warranties are
breached, the Contractor shall promptly upon receipt of demand perform the services again in
accordance with above standard at no additional cost to the City. All costs incidental to such
additional performance shall be borne by the Contractor. The City shall endeavor to give the
Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery
this section.
C. If the Contractor is unable or unwilling to perform its services in accordance with the above
standard as required by the City, then in addition to any other available remedy, the City may
reduce the amount of services it may be required to purchase under the Contract from the
Contractor, and purchase conforming services from other sources.
23.ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: The
City will not accept incomplete or non-conforming commodities or parts, and shall dispute any
invoiced amount for such, in accordance with the provisions of Texas Government Code 2251.
24.RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to
assurance of the intent to perform. In the event that no assurance is given within the time specified
after demand is made, the demanding party may treat this failure as an anticipatory repudiation of
the Contract.
25.STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event
the Contractor is observed performing in a manner that is in violation of Federal, State, or local
guidelines, or in a manner that is determined by the City to be unsafe to either life or property.
Upon notification, the Contractor will cease all work until notified by the City that the violation or
unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the
City as a result of the issuance of such Stop Work Notice.
26.DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to
fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to
provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks
relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in
the City. Likewise, the City shall be in default under the Contract if the City (a) fails to fully,
timely and faithfully perform any of its material obligations under the Contract or (b) becomes
insolvent or seeks relief under the bankruptcy laws of the United States.
27.TERMINATION FOR CAUSE: In the event of a default by either party, the other party shall
have the right to terminate the Contract for cause, by written notice effective ten (10) calendar
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days, unless otherwise specified, after the date of such notice, unless the defaulting party, within
such ten (10) day period, cures such default, or provides evidence sufficient to prove to the other
partyEither party may pursue all
remedies available to it at law or in equity, including without limitation, remedies at law in a court
of competent jurisdiction, in the State of Texas. Additionally, in the event of a default by the
any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and
remedies under the Contract are cumulative and are not exclusive of any other right or remedy
provided by law.
28.TERMINATION WITHOUT CAUSE:Either party shall have the right to terminate the
Contract, in whole or in part, without cause any time upon ninety (9 prior written
notice. Upon receipt of a notice of termination, both parties shall promptly cease all further work
pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The
City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available
for such purposes, for all goods delivered and services performed and obligations incurred prior to
the date of termination in accordance with the terms hereof.
29.FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable
required to be submitted by the Contractor to the City shall be grounds for the termination of the
Contract for cause by the City and may result in legal action.
30.DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if
the City deems it is in its best interest. If such delay causes an increase in the cost of the work
under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs
incurred by the Contractor in the Contract price and execute an amendment to the Contract. The
Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of
receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the
Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall
excuse the Contractor from delaying the delivery as notified.
B. Neither party shall be liable for any default or delay in the performance of its obligations under
this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots,
civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the
reasonable control of such Party. In the event of default or delay in contract performance due to
any of the foregoing causes, then the time for completion of the services will be extended;
provided, however, in such an event, a conference will be held within three (3) business days to
establish a mutually agreeable period of time reasonably necessary to overcome the effect of such
failure to perform.
31.INDEMNITY:
A. Definitions:
i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action,
judgments and liability of every character, type or description, including all reasonable
costs and expenses of litigation, mediation or other alternate dispute resolution mechanism,
including attorney and other professional fees for: (1) damage to or loss of the property of
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any person (including, but not limited to the City, the Contractor, their respective agents,
officers, employees and subcontractors; the officers, agents, and employees of such
subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's
compensation, loss of services, or loss of income or wages to any person (including but not
limited to the agents, officers and employees of the City, the Contractor
subcontractors, and third parties), ii. "Fault" shall include the negligence, willful
misconduct or a breach of any legally imposed strict liability standard.
B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY),
INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS,
EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL
INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO,
CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR
THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE
CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF
THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE
RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE
LIABLE FOR AN INDEMNIFIED CLAIM. To the extent permitted by contract or law,
Contractor shall take all such steps as are necessary in order to assign or otherwise extend to the
City the full benefit of any representations, warranties, indemnities and other protections that
Contractor has received or to which Contractor is otherwise a beneficiary with respect to any
product (including any representation, warranty, indemnity or other protection provided by the
manufacturer of any product). Additionally, Contractor agrees to use commercially reasonable
efforts to ensure that its contracts and other agreements with the manufacturers of any product
permit the assignment of any such representations, warranties, indemnities and other protections
to subsequent commercial purchasers of the applicable products (including the City).
32.INSURANCE: The following insurance requirements are applicable, in addition to the specific
insurance requirements detailed in Appendix A for services only. The successful firm shall procure
and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton.
The insurance shall be written by a company licensed to do business in the State of Texas and
satisfactory to the City of Denton.
A. General Requirements:
i. The Contractor shall at a minimum carry insurance in the types and amounts indicated
and agreed to, as submitted to the City and approved by the City within the procurement
process, for the duration of the Contract, including extension options and hold over periods.
endorsements required to the City as verification of coverage prior to contract execution
and within fourteen (14) calendar days after written request from the City. Failure to
provide the required Certificate of Insurance may subject the Offer to disqualification from
consideration for award. The Contractor must also forward a Certificate of Insurance to the
City whenever a previously identified policy period has expired, or an extension option or
hold over period is exercised, as verification of continuing coverage.
iii. The Contractor shall not commence work until the required insurance is obtained and
until such insurance has been reviewed by the City. Approval of insurance by the City shall
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not relieve or decrease the liability of the Contractor hereunder and shall not be construed
to be a limitation of liability on the part of the Contractor.
iv. The Contractor must submit certificates of insurance to the City for all subcontractors
prior to the subcontractors commencing work on the project.
companies licensed to do business in the State of Texas at the time the policies are issued
and shall be written by companies with A.M. Best ratings of A- VII or better. The City
Insurance Fund.
vi. All endorsements naming the City as additional insured, waivers, and notices of
cancellation endorsements as well as the Certificate of Insurance shall contain the
solicitation number and the following information:
City of Denton
Materials Management Department
901B Texas Street
Denton, Texas 76209
insured shown on any policy. It is intended that policies required in the Contract, covering
both the City and the Contractor, shall be considered primary coverage as applicable for
any of the indemnified claims set forth above and assumed by Contractor.
viii. If insurance policies are not written for amounts agreed to with the City, the Contractor
shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified.
If Excess Liability Insurance is provided, it shall follow the form of the primary coverage.
ix. The City shall be entitled, upon request, at an agreed upon location, and without
expense, to review certified copies of policies and endorsements thereto and may make any
reasonable requests for deletion or revision or modification of particular policy terms,
conditions, limitations, or exclusions except where policy provisions are established by law
or regulations binding upon either of the parties hereto or the underwriter on any such
policies.
x. The City reserves the right to review the insurance requirements set forth during the
effective period of the Contract and to make reasonable adjustments to insurance coverage,
limits, and exclusions when deemed necessary and prudent by the City based upon changes
in statutory law, court decisions, the claims history of the industry or financial condition
of the insurance company as well as the Contractor.
xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance
to lapse during the term of the Contract or as required in the Contract.
xii. The Contractor shall be responsible for premiums, deductibles and self-insured
retentions, if any, stated in policies. All deductibles or self-insured retentions shall be
disclosed on the Certificate of Insurance.
notice of erosion of the aggregate limits below occurrence limits for all applicable
required minimums and are not intended to limit the responsibility or liability of the
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Contractor.
B. Specific Coverage Requirements: Specific insurance requirements are contained in the
solicitation instrument.
33.CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which
arises under or concerns the Contract, or which could have a material adverse effect on the
City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City
shall state the date of notification of any such claim, demand, suit, or other action; the names and
addresses of the claimant(s); the basis thereof; and the name of each person against whom such
claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to
the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City
Hall, 215 East McKinney Street, Denton, Texas 76201.
34.NOTICES: Unless otherwise specified, all notices, requests, or other communications required
or appropriate to be given under the Contract shall be in writing and shall be deemed delivered
three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered
Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon
receipt by the addressee. Routine communications may be made by first class mail, telefax, or
other commercially accepted means. Notices to the Contractor shall be sent to the address specified
in the C
to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked
to the attention of the Purchasing Manager.
35.RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material
submitted by the Contractor to the City shall become property of the City upon receipt. Any
portions of such material claimed by the Contractor to be proprietary must be clearly marked as
such. Determination of the public nature of the material is subject to the Texas Public Information
Act, Chapter 552, and Texas Government Code.
36.NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents
and warrants to the City that Contractor shall provide the City good and indefeasible title to the
deliverables.
37.CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may
inventions, employee information, trade secrets, confidential know-how, confidential business
information, and other information which the City or its licensors consider confidential)
e
Confidential Information is the valuable property of the City and/or its licensors and any
unauthorized use, disclosure, dissemination, or other release of the Confidential Information will
substantially injure the City and/or its licensors. The Contractor (including its employees,
subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information
in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use
the Confidential Information without the prior written consent of the City or in a manner not
expressly permitted under this Agreement, unless the Confidential Information is required to be
disclosed by law or an order of any court or other governmental authority with proper jurisdiction,
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provided the Contractor promptly notifies the City before disclosing such information so as to
permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to
use protective measures no less stringent than the Contractor uses within its own business to protect
its own most valuable information, which protective measures shall under all circumstances be at
least reasonable measures to ensure the continued confidentiality of the Confidential Information.
38.OWNERSHIP AND USE OF DELIVERABLES: INTENTIONALLY DELETED.
39.PUBLICATIONS: All published material and written reports submitted under the Contract
must be originally developed material unless otherwise specifically provided in the Contract.
When material not originally developed is included in a report in any form, the source shall be
identified.
40.ADVERTISING
consent, the fact that the City has entered into the Contract, except to the extent required by law.
41.NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has
been employed or retained to solicit or secure the Contract upon any agreement or understanding
for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona
fide established commercial or selling agencies maintained by the Contractor for the purpose of
securing business. For breach or violation of this warranty, the City shall have the right, in addition
to any other remedy available, to cancel the Contract without liability and to deduct from any
amounts owed to the Contractor, or otherwise recover, the full amount of such commission,
percentage, brokerage or contingent fee.
42.GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without
liability if it is determined by the City that gratuities were offered or given by the Contractor or
any agent or representative of the Contractor to any officer or employee of the City of Denton with
a view toward securing the Contract or securing favorable treatment with respect to the awarding
or amending or the making of any determinations with respect to the performing of such contract.
In the event the Contract is canceled by the City pursuant to this provision, the City shall be
entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost
incurred by the Contractor in providing such gratuities.
43.PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer,
employee, independent consultant, or elected official of the City who is involved in the
development, evaluation, or decision-making process of the performance of any solicitation shall
have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any
willful violation of this section shall constitute impropriety in office, and any officer or employee
guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation
of this provision, with the knowledge, expressed or implied, of the Contractor shall render the
Interest Questionnaire.
44.INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an
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be those of an independent contractor. The Contractor agrees and understands that the Contract
does not grant any rights or privileges established for employees of the City of Denton, Texas for
the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits,
nd
control of the Contractor or any employee of the Contractor, and it is expressly understood that
Contractor shall perform the services hereunder according to the attached specifications at the general
direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The
contractor is expressly free to advertise and perform services for other parties while performing
services for the City.
45.ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the
benefit of the City and the Contractor and their respective successors and assigns, provided
however, that no right or interest in the Contract shall be assigned and no obligation shall be
delegated by the Contractor without the prior written consent of the City. Any attempted
assignment or delegation by the Contractor shall be void unless made in conformity with this
paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity
not a party hereto; it being the intention of the parties that there are no third party beneficiaries to
the Contract.
46.WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole
or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration and is in writing signed by the aggrieved party. No waiver by either
the Contractor or the City of any one or more events of default by the other party shall operate as,
or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an
express or implied acceptance of any other existing or future default or defaults, whether of a
similar or different character.
47.MODIFICATIONS: The Contract can be modified or amended only by a writing signed by
both parties. No pre-printed or similar terms on any the Contractor invoice, order or other
document shall have any force or effect to change the terms, covenants, and conditions of the
Contract.
48.INTERPRETATION: The Contract is intended by the parties as a final, complete and
exclusive statement of the terms of their agreement. No course of prior dealing between the parties
or course of performance or usage of the trade shall be relevant to supplement or explain any term
used in the Contract. Although the Contract may have been substantially drafted by one party, it
is the intent of the parties that all provisions be construed in a manner to be fair to both parties,
reading no provisions more strictly against one party or the other. Whenever a term defined by the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC
definition shall control, unless otherwise defined in the Contract.
49.DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to
negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing
of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party
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may make a written request for a meeting between representatives of each party within fourteen
(14) calendar days after receipt of the request or such later period as agreed by the parties. Each
party shall include, at a minimum, one (1) senior level individual with decision-making authority
regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith
to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the
parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to
mediation as described below. Negotiation may be waived by a written agreement signed by both
parties, in which event the parties may proceed directly to mediation as described below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation
process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation
skills to assist with resolution of the dispute. Should they choose this option; the City and the
Contractor agree to act in good faith in the selection of the mediator and to give consideration to
qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties
from relying on the skills of a person who is trained in the subject matter of the dispute or a contract
interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of
initiation of the mediation process, the mediator shall be selected by the Denton County Alternative
Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith
for up to thirty (30) calendar days from the date of the first mediation session. The City and the
Contractor
participation such as fees for any consultants or attorneys they may utilize to represent them or
otherwise assist them in the mediation.
50.JURISDICTION AND VENUE: The Contract is made under and shall be governed by the
laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted
in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would
refer to and apply the substantive law of another state or jurisdiction. All issues arising from this
Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit
to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City or Contractor to seek and
secure injunctive relief from any competent authority as contemplated herein.
51.INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract
shall in no way affect the validity or enforceability of any other portion or provision of the
Contract. Any void provision shall be deemed severed from the Contract and the balance of the
Contract shall be construed and enforced as if the Contract did not contain the particular portion
or provision held to be void. The parties further agree to reform the Contract to replace any stricken
provision with a valid provision that comes as close as possible to the intent of the stricken
provision. The provisions of this section shall not prevent this entire Contract from being void
should a provision which is the essence of the Contract be determined to be void.
52.HOLIDAYS: The following holidays are observed by the City:
MLK Day
Memorial Day
4th of July
Labor Day
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Thanksgiving Day
Day After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed)
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday
falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be
between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any
scheduled deliveries or work performance not within the normal hours of operation must be
approvedby the City Manager of Denton, Texas or his authorized designee.
53.SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose
continuing obligations on the parties, including but not limited to the warranty, indemnity, and
confidentiality obligations of the parties, shall survive the expiration or termination of the Contract.
54.NON-SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub-awards to parties
that are suspended or debarred or whose principals are suspended or debarred from Federal, State,
or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its
firm and its principals are not currently suspended or debarred from doing business with the
Federal Government, as indicated by the General Services Administration List of Parties Excluded
from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of
Denton.
55.EQUAL OPPORTUNITY
A.Equal Employment Opportunity:
discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability,
creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected
to discrimination under any activities resulting from this RFQ.
B. Americans with Disabilities Act (ADA) Compliance:
engage in any discriminatory employment practice against individuals with disabilities as defined
in the ADA.
56. BUY-AMERICAN ACT-SUPPLIES: INTENTIONALLY DELETED. The parties agree
that Contractor will not be required to comply with the requirements of the Buy-American Act
under this Contract.
57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all
information presented in any response to this contract, whether amended or not, except as
prohibited by law. Selection of rejection of the submittal does not affect this right.
58. LICENSE FEES OR TAXES:Provided the solicitation requires an awarded contractor or
supplier to be licensed by the State of Texas, any and all fees and taxes will be passed on to the City
and included in the Corporate Allocation Expenses for reimbursement.
59.PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as
defined by the United States Department of Labor Davis-Bacon Wage Determination at
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http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov
for Denton County, Texas (WD-2509).
60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor
shall comply with all applicable State, Federal, and Local laws and requirements. The Respondent
must comply with all applicable laws at all times, including, without limitation, the following: (i)
§36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code,
which prohibits the offering or conferring of benefits to public servants. The Respondent shall give
all notices and comply with all laws and regulations applicable to furnishing and performance of
the Contract.
61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-
site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530
of the Revenue Act of of 1978, dealing with issuance of Form W-2's to common law employees.
Respondent is responsible for both federal and State unemployment insurance coverage and
all federal and State tax laws and withholding requirements. The City of Denton shall not be liable
to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or
federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall
pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section.
62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions
of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701
ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide
requirements for drug-free work place (grants), issued by the Office of Management and Budget
and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the
Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply
with the relevant provisions thereof, including any amendments to the final rule that may hereafter
be issued.
63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The
Respondent shall be liable for all damages to government-owned, leased, or occupied property and
equipment caused by the Respondent and its employees, agents, and subcontractors, in connection
with any performance pursuant to the Contract. The Respondent shall notify the City of Denton
Procurement Manager in writing of any such damage within one (1) calendar day.
64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be
responsible for performance under the Contract should it be prevented from performance by an act
of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault
or negligence of the City of Denton. In the event of an occurrence under this Section, the
Respondent will be excused from any further performance or observance of the requirements so
affected for as long as such circumstances prevail and the Respondent continues to use
commercially reasonable efforts to recommence performance or observance whenever and to
whatever extent possible without delay. The Respondent shall immediately notify the City of
Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar
days of the inception of such occurrence) and describe at a reasonable level of detail the
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circumstances causing the non-performance or delay in performance.
65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party
under the Contract will not affect the right of such Party to require performance in the future. No
the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right
or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as
a waiver of any continuing or succeeding breach.
66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision
of the Contract is in any way intended to constitute a waiver by the City of Denton of any
immunities from suit or from liability that the City of Denton may have by operation of law.
67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting
documents, statistical records, and any other records or books relating to the performances called
for in the Contract. The Respondent shall retain all such records for a period of two (2) years after
the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit
and litigation matters are resolved, whichever period is longer. The Respondent shall grant access
to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of
Texas, and any federal governmental entity that has authority to review records due to federal
funds being spent under the Contract.
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Contract #5641
Exhibit D
Insurance Requirements
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INSURANCE REQUIREMENTS AND
Upon contract execution, all insurance requirements shall become contractual obligations, which
the successful contractor shall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the Contractor
shall provide and maintain until the contracted work has been completed and accepted by
the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter.
Contractor shall file with the Purchasing Department satisfactory certificates of insurance
including any applicable addendum or endorsements, containing the contract number and
title of the project. Contractor may, upon written request to the Purchasing Department,
ask for clarification of any insurance requirements at any time; however,Contractor shall
not commence any work or deliver any material until he or she receives notification that
the contract has been accepted, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall
comply with the following general specifications, and shall be maintained in compliance
with these general specifications throughout the duration of the Contract, or longer, if so
noted:
Each policy shall be issued by a company authorized to do business in the State of Texas
with an A.M. Best Company rating of at least A or better.
Any deductibles or self-insured retentions shall be declared in the proposal. If requested
by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions
with respect to the City, its officials, agents, employees and volunteers; or, the contractor
shall procure a bond guaranteeing payment of losses and related investigations, claim
administration and defense expenses.
Liability policies shall be endorsed to provide the following:
Name as Additional Insured the City of Denton, its Officials, Agents, Employees
and volunteers.
That such insurance is primary to any other insurance available to the Additional
Insured with respect to claims covered under the policy and that this insurance
applies separately to each insured against whom claim is made or suit is brought.
The inclusion of more than one insured shall not operate to increase the insurer's
limit of liability.
Cancellation: The Contractor will endeavor to provide the City at least 30 day written
notice should any of the policies described on the certificate be cancelled or
materially changed before the expiration date.
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Should any of the required insurance be provided under a claims made form, Contractor
shall maintain such coverage continuously throughout the term of this contract and,
without lapse, for a period of three years beyond the contract expiration, such that
occurrences arising during the contract term which give rise to claims made after
expiration of the contract shall be covered.
Should any required insurance lapse during the contract term, requests for payments
originating after such lapse shall not be processed until the City receives satisfactory
evidence of reinstated coverage as required by this contract, effective as of the lapse date.
If insurance is not reinstated, City may, at its sole option, terminate this agreement
effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall
additionally comply with the following marked specifications, and shall be maintained in
compliance with these additional specifications throughout the duration of the Contract,
or longer, if so noted:
\[X\] A. General Liability Insurance:
General Liability insurance with per occurrence limits of not less than $1,000,000.00
shall be provided and maintained by the Contractor. The policy shall be written on an
occurrence basis either in a single policy or in a combination of underlying and
umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
Coverage B shall include personal injury.
Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
Bodily injury and Property Damage Liability for premises, operations, products
and completed operations, independent contractors and property damage
resulting from explosion, collapse or underground (XCU) exposures.
Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
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\[X\] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined Single
Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic
and umbrella or excess policies. The policy will include bodily injury and property damage
liability arising out of the operation, maintenance and use of all automobiles used in
conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
any auto, or
all owned hired and non-owned autos.
\[X\] Workers Compensation Insurance
Contractor shall purchase and maintain Workers Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance,
has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a $500,000 policy limit for occupational disease. The City need not be
named as an "Additional Insured" but the insurer shall agree to waive all rights of
subrogation against the City, its officials, agents, employees and volunteers for any work
performed for the City by the Named Insured. For building or construction projects, the
Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096
of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers Compensation
Commission (TWCC).
\[ \] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of the
work under this contract, an Owner's and Contractor's Protective Liability insurance policy
naming the City as insured for property damage and bodily injury which may arise in the
prosecution of the work or Contractor's operations under this contract. Coverage shall be
rence" basis and the policy shall be issued by the same insurance company
that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00
combined bodily injury and property damage per occurrence with a $1,000,000.00
aggregate.
\[ \] Fire Damage Legal Liability Insurance
Coverage is required if Broad form General Liability is not provided or is unavailable to the
contractor or if a contractor leases or rents a portion of a City building. Limits of not less
than each occurrence are required.
\[ \] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000.00 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
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\[ \] Builders' Risk Insurance
Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be
provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appear.
\[ \] Environmental Liability Insurance
Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this
contract.
\[ \] Riggers Insurance
Said coverage may be
Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11,
Said coverage shall mirror the limits provided by the
CGL coverage
\[ \] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside
the premises, burglary of the premises, and employee fidelity. The employee fidelity
portion of this coverage should b
including new hires. This type insurance should be required if the contractor has access
to City funds. Limits of not less than $ each occurrence are required.
\[ \] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific
contract, that requirement will be described in the "Specific Conditions" of the contract
specifications.
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ATTACHMENT 1
\[\]
Governmental Entities
A. Definitions:
Certificate of coverage ("certificate")-A copy of a certificate of insurance, a
certificate of authority to self-insure issued by the commission, or a coverage
agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory
workers' compensation insurance coverage for the person's or entity's
employees providing services on a project, for the duration of the project.
Duration of the project - includes the time from the beginning of the work on
the project until the contractor's/person's work on the project has been
completed and accepted by the governmental entity.
Persons providing services on the project ("subcontractor" in §406.096) -
includes all persons or entities performing all or part of the services the
contractor has undertaken to perform on the project, regardless of whether
that person contracted directly with the contractor and regardless of whether
that person has employees. This includes, without limitation, independent
contractors, subcontractors, leasing companies, motor carriers, owner-
operators, employees of any such entity, or employees of any entity which
furnishes persons to provide services on the project. "Services" include,
without limitation, providing, hauling, or delivering equipment or materials, or
providing labor, transportation, or other service related to a project. "Services"
does not include activities unrelated to the project, such as food/beverage
vendors, office supply deliveries, and delivery of portable toilets.
B. The contractor shall provide coverage, based on proper reporting of
classification codes and payroll amounts and filing of any overage
agreements, which meets the statutory requirements of Texas Labor Code,
Section 401.011(44) for all employees of the Contractor providing services on
the project, for the duration of the project.
C. The Contractor must provide a certificate of coverage to the governmental
entity prior to being awarded the contract.
D. If the coverage period shown on the contractor's current certificate of coverage
ends during the duration of the project, the contractor must, prior to the end of
the coverage period, file a new certificate of coverage with the governmental
entity showing that coverage has been extended.
E. The contractor shall obtain from each person providing services on a project,
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and provide to the governmental entity:
1. a certificate of coverage, prior to that person beginning work on the
project, so the governmental entity will have on file certificates of
coverage showing coverage for all persons providing services on the
project; and
2. no later than seven days after receipt by the contractor, a new certificate
of coverage showing extension of coverage, if the coverage period
shown on the current certificate of coverage ends during the duration of
the project.
F. The contractor shall retain all required certificates of coverage for the duration
of the project and for one year thereafter.
G. The contractor shall notify the governmental entity in writing by certified mail
or personal delivery, within 10 days after the contractor knew or should have
known, of any change that materially affects the provision of coverage of any
person providing services on the project.
H. The contractor shall post on each project site a notice, in the text, form and
manner prescribed by the Texas Workers' Compensation Commission,
informing all persons providing services on the project that they are required
to be covered, and stating how a person may verify coverage and report lack
of coverage.
I. The contractor shall contractually require each person with whom it contracts
to provide services on a project, to:
1. provide coverage, based on proper reporting of classification codes and
payroll amounts and filing of any coverage agreements, which meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all of
its employees providing services on the project, for the duration of the
project;
2. provide to the contractor, prior to that person beginning work on the project,
a certificate of coverage showing that coverage is being provided for all
employees of the person providing services on the project, for the duration
of the project;
3. provide the contractor, prior to the end of the coverage period, a new
certificate of coverage showing extension of coverage, if the coverage
period shown on the current certificate of coverage ends during the duration
of the project;
4. obtain from each other person with whom it contracts, and provide to the
contractor:
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a. a certificate of coverage, prior to the other person beginning work on the
project; and
b. a new certificate of coverage showing extension of coverage, prior to the
end of the coverage period, if the coverage period shown on the current
certificate of coverage ends during the duration of the project;
5. retain all required certificates of coverage on file for the duration of the
project and for one year thereafter;
6. notify the governmental entity in writing by certified mail or personal
delivery, within 10 days after the person knew or should have known, of any
change that materially affects the provision of coverage of any person
providing services on the project; and
7. Contractually require each person with whom it contracts, to perform as
required by paragraphs (1) - (7), with the certificates of coverage to be
provided to the person for whom they are providing services.
J. By signing this contract or providing or causing to be provided a certificate of
coverage, the contractor is representing to the governmental entity that all
employees of the contractor who will provide services on the project will be
covered by workers' compensation coverage for the duration of the project,
that the coverage will be based on proper reporting of classification codes and
payroll amounts, and that all coverage agreements will be filed with the
appropriate insurance carrier or, in the case of a self-insured, with the
commission's Division of Self-Insurance Regulation. Providing false or
misleading information may subject the contractor to administrative penalties,
criminal penalties, civil penalties, or other civil actions.
K. Th
contract by the contractor which entitles the governmental entity to declare the
contract void if the contractor does not remedy the breach within ten days after
receipt of notice of breach from the governmental entity.
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Contract #5641
Exhibit E
Lease Agreement
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STATE OF TEXAS
COUNTY OF DENTON
LEASE AGREEMENT
This Lease Agreement (hereafter the "Lease Agreement") is made and entered into effective
as of the Effective Date, as set forth below, by and between THE CITY OF DENTON,
TEXAS (hereinafter sometimes referred to as "LESSOR" and/or "the City"), and
Genuine Parts Company dba NAPA Auto Parts. ("LESSEE").
WHEREAS, LESSOR owns the City's Fleet Services Building Site (the "Site"), located
in the vicinity of 804 Texas Street, Denton, Texas and operates a parts inventory room on the
Site (the "Parts Room");and
WHEREAS, the City desires to lease to LESSEE an approximate 2,775 square foot section of
the building located at the Site (hereinafter the "Leased Premises"); and
WHEREAS, LESSEE desires tolease the Leased Premises from the City for purposes of
operation of an integrated parts inventory management store.
NOW, THEREFORE, for andin consideration of the mutual covenants and agreements herein
contained, and for $1.00 other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, LESSOR and LESSEE, intending to be legally bound, do
hereby AGREE as follows:
ARTICLE 1
PREMISES
1.1 Lease Premises.
LESSOR hereby leases and lets unto LESSEE, and LESSEE hereby leases and lets from
LESSOR the Leased Premises, whichis that certain tract or parcel of real property containing
approximately 2,775 square feet, more or less, located at the Site, commonly referred to as804
Texas Street, Denton, Denton County, Texas.
1.2 Use of Premises.
The Leased Premises are to be occupied and used by LESSEE solely for the operation
of an integrated parts inventory management store. In the event LESSEE for any reason desires
hereafter to substantially modify and/or substantially change its use of any of the Leased
Premises, the nature and terms of such modification and change must be approved in writing by
LESSOR and this Lease Agreement must be amended in writing toauthorize the same.
1.3 Lessee Construction on Lease Premises.
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LESSEE shall have the right to construct minor improvements on the Leased Premises, such
as shelving, lighting, etc. and this right shall continue in effect throughout the term of this
Lease Agreement. All improvements shall be submitted to the City of Denton Facilities
permitting and for compliance with the municipal code of Denton, Texas as well as any
applicable environmental laws and/or regulations that are applicable to the LESSEE's operations.
must approve, within twenty (20) days, or must provide
LESSEE a written statement advising why the minor construction plans are not approved.
All improvementsconstructed or placed on the Lease Premises by LESSEE shall remain the
property ofLESSEE during the term of this Lease Agreement and any renewal or extension
hereof. For real property fixtures, they shall remain the property of LESSEE, and upon the
termination of this Lease, the LESSEEis under a duty to promptly, within sixty (60) days of the
expiration of the term of this Lease Agreement, remove any and all improvements and fixtures
installed or constructed by LESSEE with no damage to the leased premises. LESSEE agrees
to surrender the premises toLESSOR in broom-clean condition. The LESSEE covenants to
LESSOR that upontermination of this Lease the subject real property shall be free and clear of
any and all materials or waste that LESSEE abandons on the subject real property.
1.4Easements.
None granted.
1.6 Signs.
LESSEE shall be entitled to erect, install, and maintain on the Leased Premises identification
andadvertising signs appropriate toits business; provided, however, that all such signs at
all times shall be subject to the prior written approval of LESSOR asto location, size,
shape, color and content. Said approval is conditioned upon the signs meeting the
requirements of the applicable City ordinances of the City of Denton,Texas.
1.7 Lien Claims.
LESSEE hereby covenants to unconditionally indemnify LESSOR from and against, and
hold LESSOR harmless from any and all lien claims of any nature whatsoever arising out of
or in any manner connected with the construction, installation, erection, maintenance, repair,
occupancy, use and/or operation of any improvements, facilities and/or equipment of
LESSEE or any third person on or about the Leased Premises byorat the direction of
or with the permission of LESSEE; and LESSEE further agrees that it shall, in the event
any such liens are filed, forthwith effect their removal and/or satisfaction. Provided, however,
LESSEE shall have the right, at its sole cost and expense, and after having given LESSOR prior
written notice of its intent to do so, to promptly contest by appropriate legal proceedings
diligently conducted in good faith, the amount, validity or application, in whole or in part, of
any such lien or liens, provided (i) such proceedings shall suspend the collection of such lien(s);
(ii) neither the Leased Premises nor any rent therefor, nor any portion of same, would be in
danger of attachment, forfeiture, loss or similar consequence; and (iii) that LESSEE shall first
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furnish security to the City's reasonable satisfaction to bond said lien or liens off of the Leased
Premises.
1.8 Inspection and/or Repair of Leased Premises.
LESSEE shall at all times maintain the Leased Premises including all improvements thereon in
good condition. LESSEE shall be responsible for all maintenance, repair and replacement of the
Leased Premises and all improvements thereon except for repairs or replacements causedby the
acts or negligence of LESSOR, its agents or employees.
1.9 Warranty.
LESSOR represents and warrants that it owns the Leased Premises and that LESSOR is fully
authorized to enter into this Lease Agreement with LESSEE. In addition, LESSOR represents
and warrants thatit has not granted any mortgages or pledges of the tract of real property leased
hereunder. Itis understood and agreed that any mortgage, pledge, or other encumbrance of the
property leased hereunder shall be subordinate to this Lease Agreement and that any such
mortgage, pledge, or other encumbrance shall contain specific provisions providing that all of
LESSEE's improvements or appurtenances on the property leased hereunder, as well as any
products or other contents in or onsaid improvements or appurtenances, are excluded from such
mortgage, pledge or encumbrance, and that LESSEE hereunder retains the right to remove any
and all such improvements or appurtenances, as well as any products or other contents in or on
said improvements or appurtenances, in accordance with the terms of this Lease Agreement, and
thatin the event of a foreclosure, LESSEE shall have the right to continue to occupy the Lease
Premises pursuant to the terms of this Lease Agreement so long as LESSEE is not in default
hereunder.
ARTICLE 2
LEASE TERM
2.1 Primary Term.
The Primary Term of this Lease Agreement shall be for a term in conjunction with the award
of the City of Denton Fleet Vehicle and Equipment Integrated Parts Inventory Support
Services Contract, the Effective Date of this Lease Agreement, unless sooner terminated as
provided for herein; provided that this Lease Agreement is approvedby the Denton City Council.
2.2 Renewal Terms.
Provided that LESSEE isnot in default, and provided that this Lease Agreement is otherwise in
full force and effect, this Lease Agreement may be extended in conjunction with the renewal fo
the City of Denton Fleet Vehicle and Equipment Integrated Parts Inventory Support Services
Contract. The decision to extend the Lease Agreement must be a mutual decision made by both
LESSOR and LESSEE.
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2.3 Assignment of Lease Agreement
LESSEE shall not assign, sublet, mortgage or pledge this Lease Agreement or any interest herein
or in the Leased Premises or any part thereof, nor shall any assignment, sublease or transfer of
whatever kind of any interest of LESSEEhereinby operation of law or by reason of LESSEE's
bankruptcy become effective, without the prior written consent of LESSOR, which consent shall
not be unreasonably withheld; provided however, that the City's refusal to give the City's
consent to a potential assignee who is not as creditworthy as LESSEE, shall be deemed to be
reasonable. Notwithstanding the foregoing, LESSEE shall have the right to assign this Lease
Agreement or sublet the Lease Premises toan entity thatis controlled by, or under common
control with LESSEE, provided that LESSEE remains fully and primarily liable for all of its
obligations under this Lease Agreement.
ARTICLE 3
RENTALS
3.1Rentals.
The rental for the Lease Premises shall be$1 dollar, per year of the Lease Term.
3.2Taxes.
LESSEE agrees to pay all sales and/or use taxes and any and all ad valorem assessments
and/or taxes which may be legally exacted, made, and charged upon and/or levied and/or
assessed against LESSEE's property on the Leased Premises, before the same shall become
delinquent; provided, however, LESSEE shall have the right, atits sole cost and expense
and after having given LESSOR prior written notice of its intention to do so, to contest by
appropriate legal proceedings diligently conducted in good faith, the validity, amount or
application, in whole or in part, of such taxes, levies and/or assessments provided (i) such
proceedings will suspend the collection of the tax, levy, or assessment; and (ii) the Lease
Premises, nor any rent therefrom, nor any portion of itisin danger of seizure, forfeiture, sale,
loss or similar consequences.
3.3 Late Charges on Rentals.
If any installment of rental due from LESSEE is not received by LESSOR within twenty
(20) days of the date upon which it is due, without any notice or demand for payment to
LESSEE being necessary, LESSEE will pay to LESSOR the additional sum of Fifty Dollars
($50.00) asalate charge for each late payment. The late charge represents the reasonable
time andefforts of City staff expended in order to enforce the rental obligation. Acceptance
of any late charge shall not constitute a waiver of with respect to the overdue
amount, nor prevent LESSOR from exercising any other rights and remedies available to
LESSOR.
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3.4No Additional Fees
There shall be no additional fees or assessments made by LESSOR for LESSEE's use
or occupancy of the Lease Premises.
ARTICLE 4
OPERATIONS
4.1 Pollution Control.
LESSEE agrees that it shall use its commercially reasonable best efforts to comply with
all applicable federal, state and local laws, regulations and the common law,as they may
exist currently, oras they may be amended in the future, pertaining to protection of the
environment or human health and safety at the leased premises and/or in the vicinity of any
of its operations or activities that may be permitted hereunder.
4.2Compliance with Environmental Laws and Indemnification.
During the term of this Lease Agreement, LESSEE shall fully comply with all applicable
federal, state and local laws, regulations and the common law,as they may exist currently or
as they may be amended in the future, pertaining to protection of the environment or human
health andsafety atthe leasedpremises.
LESSOR warrants and represents thatat the commencement of this Lease Agreement, that
toits knowledge there is no Hazardous Substance (as defined herein below) including any
petroleum, petroleum product, or other types of hydrocarbons in or on the Leased Premises
incontravention of any federal, state or local laws, regulations or the common law pertaining
to protection of the environment or human health andsafety.
Notwithstanding any provision in this Lease Agreement to the contrary, it is
expressly understood and agreed that the LESSOR hereby agrees to indemnify to the extent
provided by applicable law, defend and hold harmless the LESSEE, only to the extent
permitted byapplicable law,itsofficers, employees, contractors, agents, customers, licensees,
invitees and/or visitors and any other person for or on whose behalf LESSOR is liable,
harmless from and against any andall claims, obligations, liabilities, costs, expenses
(including attorney's fees), losses, suits, fines, penalties or demands, made or sought by
or on behalf of any person, firms, corporation or government authority whomsoever,
based upon or arising out of any obligation, liability, loss, damage or expense, of whatever
nature or kind, contingent or otherwise, known or unknown, incurred under or imposed
by any provision of federal, state or local law or regulation, or common law, pertaining
to protection of the environment or human health and safety inor on the Leased Premises
prior to the Effective Date.
Notwithstanding any provision in this Lease Agreement to the contrary, it is
expressly understood and agreed that the LESSOR does not assume or agree to be
responsible for, and LESSEE hereby agrees to indemnify, defend and hold LESSOR,
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its officers, employees, contractors, agents, customers, licensees, invitees and/or visitors
and any other person for or on whose behalf LESSOR is liable, harmless from and against
any and all claims, obligations, liabilities, costs, expenses (including attorneys' fees),
losses, suits, fines, penalties, or demands, made or sought by or on behalf of any person, firm,
corporation or government authority whomsoever, based upon or arising out of the
handling, storage or disposal of Hazardous Substances by LESSEE, LESSEE's agent or
anyone onor about the Leased Premises by or atthe direction of LESSEE or with the
permission of LESSEE during the term of this Lease Agreement.
For purposes of this Lease Agreement, the term "Hazardous Substance" or
"Hazardous Substances" means that term as defined in Section 9601(14) of the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), but it also includes the term
"Regulated Substance" as definedin Section 6991(2), and the term "Hazardous Waste" as
defined in Section 6903(5), of the Resource Conservation and Recovery Act of 1976,as
amended, 42 U.S.C. Section 6901,et seq. ("RCRA"), including all regulations issued
pursuant to any of the above statutes,as well as any other contaminant, oil, petroleum,
petroleum product or byproduct, radioactive material or byproduct and any unsafe, noxious,
toxic or hazardous substance or similar material regulated as a hazardous substance under
any applicable state, federal or local law, and any other applicable environmental, land use
or similar act, statute or regulation existing as of the date of this Lease Agreement or
thereafter.
The indemnifications provided by this Article shall specifically and reciprocally cover,
without limitation, costs incurredin connection with any investigation of site conditions or
any cleanup, remedial, removal or restoration work required by any federal, state or
local governmental agency or political subdivision or other third party.
The foregoing environmental indemnity provisions shall survive for a period of five (5)
years after the expiration or termination of this Lease Agreement and any renewals hereof.
4.3 Compliance with Laws andRegulations.
LESSEE's exerciseof such rights and/or privileges as may be extended it hereunder shall at all
times be in full compliance with all applicable laws, rules, and regulations, including safety
regulations, of the City of Denton, Texas, the State of Texas, the United States, and other
governmental authorities now or hereafter having jurisdiction thereof and/or any of their duly
empowered agencies and/or instrumentalities. A copy of all building permits, licenses, and
similar authorizing documents will be promptly provided tothe LESSOR.
4.4 Lessee Insurance.
For the term of this Lease Agreement and any renewal thereof, LESSEE will maintain,atits own
expense, the following insurance coverage:
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providing statutory benefits, and Employers' Liability
coverage with minimum limits of $1,000,000 per each occurrence; and
(b) Comprehensive General Liability insurance coverage with minimum limits of
$1,000,000 per occurrence; combined single limit, for bodily injury and
property damage. Coverage shall include contractual liability; and
(c) Automobile liability insurance coverage with minimum limits of $1,000,000 per
occurrence, combined single limit; and
(d) Casualty property insurance on the LESSEE constructed facilities on-site in an
appropriate amount reasonably determined by the agreement of LESSEE and
LESSOR, which amount shall take into account the construction costs of the
LESSEE's facilities and other relevant factors.
LESSEE shall provide LESSOR with a certificate evidencing the insurance required hereunder.
LESSOR and LESSEE shall endeavor to provide at least thirty (30) days prior written
notice of any modification, termination and/or cancellation of coverage. The insurance policies
described in (b) and (c) above shall name LESSOR asan additional insured party. All
insurance policies belonging to LESSEE shall be issued through companies that shall have a
minimum A.M. Best Company rating of "A," in addition to a minimum financial size category
of "VI" or "VII," or alternatively a Standard and Poor's rating of "BBB" or better.
4.6Termination.
This Lease Agreement shall terminate pursuant upon the expiration of its Term, or extension
of Term (if applicable), or upon the subsequent written agreement of LESSOR and LESSEE.
Upon termination, LESSEE shall be entitled to remove all of its personal property from the
building(s) and any equipment that LESSEE has installed inthe building, and shall thereafter
promptly quit and surrender the Leased Premises to LESSOR in broom-clean condition.
LESSEE shall additionally remove all feedstock, recyclables and recycling materials,
by-products, end- products, and chemical supplies from the Leased Premises, and shall
thereafter quit and surrender the Leased Premises to LESSOR; subject to the provisions of
Article 1.3 hereinabove.
4.7 Events of Default.
The following shall be "Events of Default" under this Lease Agreement and the terms "Event
of Default" or mean whenever they are used in this Lease Agreement, any
one or more of the following events:
(a) The insolvency, assignment for the benefit of creditors, adjudication as a
bankrupt of LESSEE or the appointment of a receiver for substantially all of
the LESSEE's property and/or LESSEE's interest in this Lease Agreement; or
(b) The issuance of execution against LESSEE's interest in this Lease Agreement
or any legal process which by operation of law would cause LESSEE's interest in this
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Lease Agreement to pass to any person other than LESSEE or its successor
assignee or sub-lessee; or
(c) The failure or refusal of LESSEE to pay or cause to be paid any lease
rental payment, charge and/or assessment hereunder or any installment thereof when
due and the continuance of such failure for a period of twenty (20) days after
written notice thereof has been sent by LESSOR to LESSEEat the address shown
herein for LESSEE; or
(d) The failure or refusal of LESSEE and/or LESSOR to perform any agreement,
covenant, condition, obligation and/or undertaking herein contained or required
by operation of law and/or to observe or comply with any of the terms provisions
or conditions of this Lease Agreement, and the continuance of such for a period of
thirty (30) days after written notice thereof has been sent by LESSOR to LESSEE
at the address shown herein for LESSEE; or
(e) The failure of LESSEE and/or LESSOR in the observance or performance of
any material term, obligation or covenant required to be performed by LESSEE
and/or LESSOR under this Lease Agreement or by operation of law, and the
continuance of such for a period of thirty (30) days after written notice thereof has
been sent byLESSOR to LESEE atthe address shown herein for LESSEE.
4.8 Holding Over.
No hold over shall be authorized or granted, after the expiration of the lease term.
4.9 Waiver of Breach of Default - Cumulative Remedies.
Waiver by any party of any breach or Default of this Lease Agreement shall not be deemed a
waiver of similar or other breaches or Defaults, nor shall the failure ofany party to take action by
reason of any such breach or Default deprive such party of the right to take action at any time
while such breach or Default continues. The rights and remedies created by this Lease
Agreement shall be cumulative and nonexclusive of those to which the parties may be entitled
pursuant to law. Right of exerciseof all such rights and remedies is hereby reserved. The use
andavailability of one remedy shall not be taken to exclude or waive the right to use of another.
In order to entitle any party to exercise any remedy reserved toitin this Lease Agreement,
it shall not be necessary togive any notice, other than such notice as is herein expressly required.
ARTICLE 5
MISCELLANEOUS
5.1 Quiet Enjoyment.
LESSOR covenants that during the term of this Lease Agreement and for so long as LESSEE
shall make timely payment of rentals due hereunder, and shall perform all covenants onits part
to be performed, LESSEE shall and may peaceably and quietly have, hold and enjoy the Leased
Premises.
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In the event of bankruptcy, insolvency, assignment for benefit of creditors, or foreclosure of any
mortgage or other encumbrances, by entry orby sale, LESSEE, ifitis not then indefault, shall
peaceably hold and enjoy the Leased Premises for the remainder of the unexpired term of the
Lease Agreement upon the same terms, covenants, and conditions as in this Lease Agreement.
5.2 Notices.
All notices and other communications required or permitted to be given byany provision of this
Agreement shall be in writing and mailed (certified or registered mail, postage prepaid, return
receipt requested) or sent by hand or overnight courier, and such notices shall also be sent by
facsimile transmission (with acknowledgment received), charges prepaid and addressed to the
intended recipient asfollows, or to such other address or number as may be specified from time
totimeby like notice to the Parties. A courtesy copy of such notice or other communication
shall also be sent electronically via e-mail to the e-mail addresses provided in the contact
information below; provided, however, that such e-mail copies will not constitute Notice as
defined in this Section 5.2:
(a) If to the LESSOR:
City of Denton, Texas
215 East McKinney Street
Denton, TX 76201
Attention: City Manager
Facsimile: 940-349-8596
If to LESSEE:
Genuine Parts Company dba NAPA Auto Parts
635 Freeport Parkway
Coppell, Texas 75019
Attention: Paul Schlebach, Division IBS Manager
Email: Paul_Schlebach@genpt.com
Any Party may from time totime specify a different address for notices by like notice to
the other Party. All notices and other communications given in accordance with the
provisions of this Lease Agreement shall be effective upon receipt of the same.
5.3Substitution of Performance by Lessor.
If LESSEE shall fail to do anything required to be done byit under the terms of this Lease
Agreement, except to pay rent and other charges, LESSOR may, after thirty (30) days
written notice to LESSEE, atLESSOR's sole option, do suchact or thing on behalfof
LESSEE, andupon notification of the cost thereof to LESSOR, LESSEE shall promptly pay
to LESSOR the amount of that cost. In case of emergency, LESSOR may perform, but is not
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obligated to perform, any act or do anything reasonably necessary on behalf of LESSEE
and upon notification of the cost thereof to LESSEE, LESSEEshall pay said cost to LESSOR
within thirty (30)days from the date of LESSOR'S written claim to LESSEE.
5.4 Eminent Domain.
If all or a portion of the Leased Premises or all or any portion of property
comprising the Leased Property shall be taken or sold in any proceeding by public authorities, by
means of condemnation, expropriation, appropriation or otherwise be acquired for public or
quasi-public purposes, there shall be an equitable abatement or refund of the rental paid by
LESSEE under Article 3.1 above from any date of award to LESSOR proportionate to the
amount taken. Nothing herein shall affect or diminish LESSEE's right toseek compensation for
any portion of the Leased Premises taken and LESSEE shall be entitled to all such compensation
for its provable loss or damage.
In the event the taking of the Leased Premises or all or a part of property
comprising the Leased Premises is total, this Lease Agreement shall terminate, and LESSEE
shall be released from all obligations hereunder; except for any sums of money owed to
LESSOR at the date of termination of this lease, which amounts shall be paid to LESSOR within
thirty (30) days.
In the event the taking of the Leased Premises or LESSOR's other property comprising the
Landfill is less than total, then LESSEE shall have the option toterminate this Lease Agreement
if continuation of its operations on the Lease Premises is substantially impaired and
economically impractical.
5.5Substitution of Performance by Lessee.
If LESSOR shall fail to do anything required to be done byit under the terms of this Lease
Agreement, LESSEE may, after sixty (60) days written notice to LESSOR, at LESSEE's sole
option, do suchact or thing on behalfof LESSOR, and uponnotification of the reasonablecost
thereof to LESSOR, may deduct said amount from any amount owedby LESSEEto LESSOR.
In case of emergency, LESSEE may perform any act or do anything reasonably necessary on
behalf of LESSOR and upon notification of the cost thereof to LESSOR, may deduct said
amount from the amount of rental then owedby LESSEE to LESSOR. Ifnoamount is presently
owed by LESSEEto LESSOR, then LESSOR shall pay such amount to LESSEE ondemand.
5.6 Recordation.
Neither LESSOR nor LESSEE shall record this Lease Agreement without the prior written
consent of the other party.
5.7 Entire Agreement.
This Lease Agreement embodies the entire agreement between the parties with respect to the
leasing and use of the Leased Premises. There are no representations, terms, conditions,
covenants or agreements between the parties which are not mentioned or contained herein. This
Lease Agreement shall completely and fully supersede all other prior agreements both written
Contract # 5641Service Agreement Page 69of 76
DocuSign Envelope ID: 0C699D04-68A7-4E48-A03C-6E9E4E176D42
and oral, between the parties pertaining to the Leased Premises. No party to any such prior
agreement hereafter will have any rights thereunder, but shall look solely to this
Lease Agreement for definition and determination of its rights, liabilities, or responsibilities
relating to the aforesaid matters set forth herein.
5.8Captions.
The article and the subsection headings and captions contained herein are included
for convenience only and shall not be considered a part hereof or affect in any
manner the construction or interpretation of this Lease Agreement.
5.9Severability.
The parties agree that ifit should ever be held by a court of competent jurisdiction that any
one or more articles, subsections, clauses or provisions of this Lease Agreement are
invalid or ineffective for any reason, any such article, subsection, clause or provision
shall be deemed separate fromthe remainder of this Lease Agreement and shall not affect the
validity and enforceability of suchremainder.
5.10 Successors and Assigns.
The covenants, terms, conditions and obligations set forth and contained in this Lease
Agreement shall be binding upon and inure to the benefit of LESSOR and LESSEE and their
respective successors and assigns.
5.11 Disputes and GoverningLaw.
This Lease Agreement shall be governed by and construed solely in accordance with the laws
of the State of Texas. Exclusive venue for any claim or cause of action under this Agreement
shall be,as the case may be, either in the District Courts of Denton County, Texas, or the
federal district courts of the Eastern District of Texas, Plano or Sherman Division.
Contract # 5641Service Agreement Page 70of 76
DocuSign Envelope ID: 0C699D04-68A7-4E48-A03C-6E9E4E176D42
IN WITNESS WHEREOF, this Lease Agreement has been executed by the duly
authorized City Manager of LESSOR; and by the duly-authorized officer of LESSEE,
in multiple counterparts, each of which, for all purposes, shall be deemed an original and
all of whichshall evidence but one agreement.
LESSEE
BY: _______________________________
AUTHORIZED SIGNATURE
Date: _______________________
Name: ______________________
Title: _______________________
____________________________
PHONE NUMBER
____________________________
EMAIL ADDRESS
CITY OF DENTON, TEXAS
ATTEST:
JENNIFER WALTERS, CITY SECRETARY BY:
GEORGE C. CAMPBELL, CITY MANAGER
BY: __________________________________ Date:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: __________________________________
Contract # 5641Service Agreement Page 71of 76
DocuSign Envelope ID: 0C699D04-68A7-4E48-A03C-6E9E4E176D42
Contract #5641
Exhibit F
Request for Proposal (RFP) No. 5641
On File at the Office of the Purchasing Agent
Contract # 5641Service Agreement Page 72of 76
DocuSign Envelope ID: 0C699D04-68A7-4E48-A03C-6E9E4E176D42
Contract #5641
Exhibit G
Conflict of Interest Questionnaire
Contract # 5641Service Agreement Page 73of 76
DocuSign Envelope ID: 0C699D04-68A7-4E48-A03C-6E9E4E176D42
Contract #5641
Exhibit H
Contract # 5641Service Agreement Page 75of 76
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DocuSign Envelope ID: 0C699D04-68A7-4E48-A03C-6E9E4E176D42
DocuSign Envelope ID: 0C699D04-68A7-4E48-A03C-6E9E4E176D42
DocuSign Envelope ID: 0C699D04-68A7-4E48-A03C-6E9E4E176D42
DocuSign Envelope ID: 0C699D04-68A7-4E48-A03C-6E9E4E176D42
DocuSign Envelope ID: 0C699D04-68A7-4E48-A03C-6E9E4E176D42
DocuSign Envelope ID: 0C699D04-68A7-4E48-A03C-6E9E4E176D42
DocuSign Envelope ID: 0C699D04-68A7-4E48-A03C-6E9E4E176D42
DocuSign Envelope ID: 0C699D04-68A7-4E48-A03C-6E9E4E176D42
DocuSign Envelope ID: 0C699D04-68A7-4E48-A03C-6E9E4E176D42
DocuSign Envelope ID: 0C699D04-68A7-4E48-A03C-6E9E4E176D42
DocuSign Envelope ID: 0C699D04-68A7-4E48-A03C-6E9E4E176D42
DocuSign Envelope ID: 0C699D04-68A7-4E48-A03C-6E9E4E176D42
DocuSign Envelope ID: 0C699D04-68A7-4E48-A03C-6E9E4E176D42
RFP5641PricingSheetforFleetVehicleandEquipmentPartsSupportServices
Therespondentshallcompletethefollowingsection,whichdirectlycorrespondstothespecifications.
Thecontractorshallnotmakechangestothisformat.
SECTIONAPASTNONSTOCKPURCHASEPRICING
The City has historically purchased parts from the below listed suppliers. In the previous 12 months,
there were in excess of 4,000 parts issued that carried a value of 1.8 millon dollars. The awarded
contractor is expected to obtain preferential pricing on behalf of the City, and provide a "lowest landed
cost". The awarded contractor shall provide a percentage above the lowest landed cost, or indicate
that these parts will be sold to the City at the supplier's cost.
Third Party Pricing to % above Lowest
RespondentLanded Cost
ItemNON-STOCK - Vendor
(Supplier Cost)(City's Cost)
665 Lowest Landed Cost0.0%
AkronBrass
666 Lowest Landed Cost0.0%
AlamoIndustria
667 Lowest Landed Cost0.0%
ALLIANCE
668 Lowest Landed Cost0.0%
AltecIndustrie
669 Lowest Landed Cost0.0%
ATLASCOPCO
670 Lowest Landed Cost0.0%
AUTOPARTSTORE
671 Lowest Landed Cost0.0%
BanditChipper
672 Lowest Landed Cost0.0%
Batteries
673 Lowest Landed Cost0.0%
BOBCAT
674 Lowest Landed Cost0.0%
BROCE
675 Lowest Landed Cost0.0%
BUTTONKIT
676 Lowest Landed Cost0.0%
Caseequipment
677 Lowest Landed Cost0.0%
caterpiller
678 Lowest Landed Cost0.0%
CHELESAPTO
679 Lowest Landed Cost0.0%
CHRYSLER
680 Lowest Landed Cost0.0%
CLASSONE
681 Lowest Landed Cost0.0%
CONSTRUCTION
682 Lowest Landed Cost0.0%
Cummins
683 Lowest Landed Cost0.0%
DADEEMFG
684 Lowest Landed Cost0.0%
DETROITCATCUM
685 Lowest Landed Cost0.0%
DIALLUBRICANTS
686 Lowest Landed Cost0.0%
DITCHWITCH
687 Lowest Landed Cost0.0%
DOOSAN
688 Lowest Landed Cost0.0%
EmergencyLaw
689 Lowest Landed Cost0.0%
EONEFIRETRUCK
690 Lowest Landed Cost0.0%
FEDERALSIGNAL
691 Lowest Landed Cost0.0%
FORD
692 Lowest Landed Cost0.0%
FRAZER
693 Lowest Landed Cost0.0%
FREIGHTLINER
694 Lowest Landed Cost0.0%
GATESAUTOMOTIV
695 Lowest Landed Cost0.0%
GeneralMotors
696 Lowest Landed Cost0.0%
GRADALL
697 Lowest Landed Cost0.0%
GRAINGER
698 Lowest Landed Cost0.0%
GRASSHOPPER
DocuSign Envelope ID: 0C699D04-68A7-4E48-A03C-6E9E4E176D42
Third Party Pricing to % above Lowest
RespondentLanded Cost
ItemNON-STOCK - Vendor (Supplier Cost)(City's Cost)
699 Lowest Landed Cost0.0%
GROVECRANE
700 Lowest Landed Cost0.0%
HALE
701 Lowest Landed Cost0.0%
HARDWARE
702 Lowest Landed Cost0.0%
HAVIS
703 Lowest Landed Cost0.0%
HEATING&COOLI
704 Lowest Landed Cost0.0%
heavydutypart
705 Lowest Landed Cost0.0%
HEIL
706 Lowest Landed Cost0.0%
HUSQVARNA
707 Lowest Landed Cost0.0%
HYDRAULICS
708 Lowest Landed Cost0.0%
INLANDTRKPART
709 Lowest Landed Cost0.0%
INTERSTATETRAILER
710 Lowest Landed Cost0.0%
ISUZU
711 Lowest Landed Cost0.0%
JDEEREYELLOW
712 Lowest Landed Cost0.0%
JCBVIBROMAX
713 Lowest Landed Cost0.0%
JDGREEN
714 Lowest Landed Cost0.0%
JottoDesk
715 Lowest Landed Cost0.0%
Kawasaki
716 Lowest Landed Cost0.0%
KENWORTHTRUCKS
717 Lowest Landed Cost0.0%
KNAPHEIDEEQUIP
718 Lowest Landed Cost0.0%
KohlerEngine
719 Lowest Landed Cost0.0%
KOMATSU
720 Lowest Landed Cost0.0%
Kubotaparts
721 Lowest Landed Cost0.0%
KUSSMAUL
722 Lowest Landed Cost0.0%
L3MobleVision
723 Lowest Landed Cost0.0%
Labrie/Wittke
724 Lowest Landed Cost0.0%
LUBERFINER
725 Lowest Landed Cost0.0%
Mack
726 Lowest Landed Cost0.0%
Mcneilus
727 Lowest Landed Cost0.0%
MOTIONINDUST
728 Lowest Landed Cost0.0%
MountainTarp
729 Lowest Landed Cost0.0%
NAVISTAR
730 Lowest Landed Cost0.0%
Niehoff
731 Lowest Landed Cost0.0%
Onangenerator
732 Lowest Landed Cost0.0%
OXBodis
733 Lowest Landed Cost0.0%
PERKINS
734 Lowest Landed Cost0.0%
PierceFireTru
735 Lowest Landed Cost0.0%
PioneerTarp
736 Lowest Landed Cost0.0%
POLARIS
737 Lowest Landed Cost0.0%
PROGARD
738 Lowest Landed Cost0.0%
PROTECTASEAL
739 Lowest Landed Cost0.0%
PULLTARPS
740 Lowest Landed Cost0.0%
RHINOEQUIP
741 Lowest Landed Cost0.0%
SEWEREQUIP
742 Lowest Landed Cost0.0%
STERLING
DocuSign Envelope ID: 0C699D04-68A7-4E48-A03C-6E9E4E176D42
Third Party Pricing to % above Lowest
RespondentLanded Cost
ItemNON-STOCK - Vendor (Supplier Cost)(City's Cost)
743 Lowest Landed Cost0.0%
STIHL
744 Lowest Landed Cost0.0%
Streamlight
745 Lowest Landed Cost0.0%
SUPPLYCOMPANY
746 Lowest Landed Cost0.0%
TEREXUTILITI
747 Lowest Landed Cost0.0%
TigerMachinery
748 Lowest Landed Cost0.0%
TigerMower
749 Lowest Landed Cost0.0%
TOOL/EQUIPMENT
750 Lowest Landed Cost0.0%
TORO
751 Lowest Landed Cost0.0%
TRAILERS
752 Lowest Landed Cost0.0%
Tymco
753 Lowest Landed Cost0.0%
Vermeer
754 Lowest Landed Cost0.0%
VOLVOPARTS
755 Lowest Landed Cost0.0%
WACKERPACKER
756 Lowest Landed Cost0.0%
WarrenInc.
757 Lowest Landed Cost0.0%
WATEROUS
758 Lowest Landed Cost0.0%
weldingsupplie
759 Lowest Landed Cost0.0%
WHELEN
DocuSign Envelope ID: 0C699D04-68A7-4E48-A03C-6E9E4E176D42
RFP5641PricingSheetforFleetVehicleandEquipmentPartsSupportServices
Therespondentshallcompletethefollowingsection,whichdirectlycorrespondstothespecifications.The
contractorshallnotmakechangestothisformat.
SECTIONBOPERATIONALEXPENSESPRICING
TotalCosttobe
Approximate
Hourly Rate of
Description
ITEM
Hours per BilledtoCityper
Pay
Billing Period
BillingPeriod
Staffing and Support Expenses:
760GrossPayforStoreManager
173$$4,964.87
StoreManagerEmployeeBenefits:Insurance,FICA,UCI,Healthcare,Worker's
761
$1,878.00
Compensation,etc.
762GrossPayforCounterPersonNo.1
173$$3,706.20
CounterPersonNo.1EmployeeBenefits:Insurance,FICA,UCI,Healthcare,Worker's
763
$1,442.34
Compensation,etc.
764GrossPayforCounterPersonNo.2
173$15.73$2,726.53
CounterPersonNo.2EmployeeBenefits:Insurance,FICA,UCI,Healthcare,Worker's
765
$1,136.00
Compensation,etc.
766GrossPayforDeliveryDriver
87$11.48$1,002.59
DeliveryDriverEmployeeBenefits:Insurance,FICA,UCI,Healthcare,Worker's
767
$402.53
Compensation,etc.
768 TOTALPERSONNELEXPENSES
$0.00$17,259.00
769
ThirdPartyTireReplacementandRepairHandlingFee$250.00
770InsuranceforDeliveryVehicle
$0.00
771VehicleExpenseFuelandMaintenance
$58.00
772MonthlyDepreciationofVehicles,includingannualregistration/inspection
$0.00
773MonthlyDepreciationofStockroomRefurbishmentCostsand/orEquipment
$0.00
774MonthyDepreciationofSoftware/IntegrationCosts
$0.00
775FreightandPostage
$0.00
776Insurance:GeneralliabilityInsurance,LiabilityforAssets,InventoryProperty
$1,277.00
777OfficeSupplies
$81.71
778InventoryLosses:RestockingFees,Theft,etc.
$0.00
779Communications:CellularPhones(forbusinessuseonly),WANaccessfees
$276.00
780Computers(Leaseordepreciation)andSoftwareSupportfees
$687.00
TOTALMISCELLANEOUSEXPENSES
$2,629.71
TOTALOPERATINGEXPENSES
$19,888.71
DocuSign Envelope ID: 0C699D04-68A7-4E48-A03C-6E9E4E176D42
Contract #5641
Exhibit I
Sample Reports
Contract # 5641Service Agreement Page 76of 76
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eeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeee
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ooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooooo
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mmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmmm
aaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaa
SSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSS
DocuSign Envelope ID: 0C699D04-68A7-4E48-A03C-6E9E4E176D42
DocuSign Envelope ID: 0C699D04-68A7-4E48-A03C-6E9E4E176D42
DocuSign Envelope ID: 0C699D04-68A7-4E48-A03C-6E9E4E176D42
DocuSign Envelope ID: 0C699D04-68A7-4E48-A03C-6E9E4E176D42
DocuSign Envelope ID: 0C699D04-68A7-4E48-A03C-6E9E4E176D42
DocuSign Envelope ID: 0C699D04-68A7-4E48-A03C-6E9E4E176D42
DocuSign Envelope ID: 0C699D04-68A7-4E48-A03C-6E9E4E176D42
DocuSign Envelope ID: 0C699D04-68A7-4E48-A03C-6E9E4E176D42
DocuSign Envelope ID: 0C699D04-68A7-4E48-A03C-6E9E4E176D42
DocuSign Envelope ID: 0C699D04-68A7-4E48-A03C-6E9E4E176D42
DocuSign Envelope ID: 0C699D04-68A7-4E48-A03C-6E9E4E176D42
Exhibit
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after
the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
Name of vendor who has a business relationship with local governmental entity.
1
2
Check this box if you are filing an update to a previously filed questionnaire.
th
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7 business
day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3
Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship
as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer
named in this section AND the taxable income is not received from the local governmental entity?
Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an
officer or director, or holds an ownership of one percent or more?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
Certificate Of Completion
Envelope Id: 0C699D0468A74E48A03C6E9E4E176D42Status: Completed
Subject: City Council Docusign Item - RFP 5641
Source Envelope:
Document Pages: 106Signatures: 9Envelope Originator:
Certificate Pages: 6Initials: 1Cindy Alonzo
AutoNav: EnabledCynthia.Alonzo@cityofdenton.com
EnvelopeId Stamping: EnabledIP Address: 129.120.6.150
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
Record Tracking
Status: OriginalHolder: Cindy AlonzoLocation: DocuSign
6/13/2016 12:00:53 PM Cynthia.Alonzo@cityofdenton.com
Signer EventsSignatureTimestamp
Cindy AlonzoSent: 6/13/2016 12:22:05 PM
Completed
cynthia.alonzo@cityofdenton.comViewed: 6/13/2016 12:22:20 PM
BuyerSigned: 6/13/2016 12:24:23 PM
Using IP Address: 129.120.6.150
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Stu KamburySent: 6/13/2016 12:24:27 PM
Stu_kambury@genpt.comViewed: 6/13/2016 12:42:06 PM
Division VPSigned: 6/13/2016 12:43:46 PM
Genuine parts company
Using IP Address: 199.96.225.189
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Accepted: 1/28/2016 11:33:02 AM
ID: d5afb591-797f-4f83-a648-f9226af3fff8
John KnightSent: 6/13/2016 12:43:53 PM
john.knight@cityofdenton.comViewed: 6/13/2016 2:03:06 PM
Deputy City AttorneySigned: 6/13/2016 2:03:27 PM
City of Denton
Using IP Address: 129.120.6.150
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Julia WinkleySent: 6/13/2016 2:03:30 PM
Completed
julia.winkley@cityofdenton.comViewed: 6/14/2016 5:37:30 AM
Contracts Administration SupervisorSigned: 6/22/2016 7:11:35 AM
Using IP Address: 129.120.6.150
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Signer EventsSignatureTimestamp
George C. CampbellSent: 6/22/2016 7:11:41 AM
george.campbell@cityofdenton.comViewed: 6/22/2016 1:51:54 PM
City ManagerSigned: 6/22/2016 1:52:16 PM
City of Denton
Using IP Address: 129.120.6.150
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Jennifer WaltersSent: 6/22/2016 1:52:21 PM
jennifer.walters@cityofdenton.comViewed: 6/23/2016 7:06:07 AM
City SecretarySigned: 6/23/2016 7:06:19 AM
City of Denton
Using IP Address: 129.120.6.150
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
In Person Signer EventsSignatureTimestamp
Editor Delivery EventsStatusTimestamp
Agent Delivery EventsStatusTimestamp
Intermediary Delivery EventsStatusTimestamp
Certified Delivery EventsStatusTimestamp
Carbon Copy EventsStatusTimestamp
Michael DavisSent: 6/13/2016 12:24:27 PM
michael_davis@genpt.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Julia WinkleySent: 6/13/2016 12:43:51 PM
julia.winkley@cityofdenton.comViewed: 6/13/2016 12:53:14 PM
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Sherri ThurmanSent: 6/13/2016 12:43:51 PM
sherri.thurman@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Jane RichardsonSent: 6/22/2016 7:11:39 AM
jane.richardson@cityofdenton.comViewed: 6/22/2016 7:13:05 AM
Security Level: Email, Account Authentication
(Optional)
Carbon Copy EventsStatusTimestamp
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Robin FoxSent: 6/22/2016 7:11:39 AM
Robin.fox@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Accepted: 10/9/2015 11:39:51 AM
ID: 04463961-03db-4c4d-9228-d660d6146ed6
Jennifer BridgesSent: 6/23/2016 7:06:24 AM
jennifer.bridges@cityofdenton.comViewed: 6/23/2016 10:41:15 AM
Procurement Assistant
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Jane RichardsonSent: 6/23/2016 7:06:25 AM
jane.richardson@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Terry KaderSent: 6/23/2016 7:06:27 AM
Terry.Kader@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Notary EventsTimestamp
Envelope Summary EventsStatusTimestamps
Envelope SentHashed/Encrypted6/23/2016 7:06:27 AM
Certified DeliveredSecurity Checked6/23/2016 7:06:27 AM
Signing CompleteSecurity Checked6/23/2016 7:06:27 AM
CompletedSecurity Checked6/23/2016 7:06:27 AM
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
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request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: kevin.gunn@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at kevin.gunn@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to kevin.gunn@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to kevin.gunn@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
Allow per session cookies
Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.