20-198oxvnvartcE No. 20-198
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIl'AL
CORPORATION, AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO
EXECUTE A CONTh.,"��"'d' WITH GENUINE PARTS COMPANY, DBA NAPA AUTO
PARTS THROUGH THE SOURCEWELL COOPERATIVE PURCHASING NETWORK
CONTRACT NUMBER 061015-GPC, FOR THE PURCHASE OF PRODUCTS AND
SERVICES FOR THE ON-SITE PARTS FACILITY FOR FLEET SERVIC`�'�;
AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND DECLARING AN
EFFECTIVE DATE (FILE 7136 — AWARDED TO GEr1UINE PARTS COMPANY, DBA
NAPA AUTO PARTS, IN THE FIVE (5) YEAR NOT-TO-EXCEED AMOIJNT OF
$20,000,000).
WHEREAS, pursuant to Ordinance 2015-076, Sourcewell, formerly Nationa� Joint
Powers Alliance, has solicited, received, and tabulated competitive bxds for the purchase of
necessary materials, equipment, supplies, or services in accordance with the procedures of state
law on behalf of the City of Denton; and
WHEREAS, the City Managery or a designated employee, has reviewed and
recommended that the herein described materials, equipment, supplies, or services can be
purchased by the City through the Sourcewell program at less cost than the City would expend if
bid�in.�; these items individually; 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 CQUNCIL OF THE CITY OF DENTON HEREBY ORDAlNS:
SECTION l. The items shown in the "File Number" referenced herein and on file in
office of the Purchasing Agent, are hereby a.ccepted and approved as being the lawest
responsible bids for such items:
FII.,E
NUMBER
7136
VENDOR
Genuine Parts Company, DBA
NAPA Auto Parts
AMOUNT
$20,000,000
SECTION 2. By the acceptance and approval of the items set forth in the referenced file
number, the City accepts the offer of the persons submitting the bids to Sourcewell, formerly
National Joint Powers Alliance, for such items and agrees to purchase the materials, equipment,
supplies, or s�rwro�es in accordance with the terms, conditions, specifications, standards,
quantities and for the specified sums contained in the bid documents and related documents filed
with Sourcewell and the purchase orders issued by the City.
SECTION 3. Should the City and persons submitting approved and accepted items set
forth in the referenced file number wish to enter into a formal written agreement as a result of the
City's ratification of bids awarded by Sourcewell, the City Manager, or his designated
representative, is hereby authorized to execute the written contract which shall be attached
hereto; provided that the written contract is in accordance with the terms, conditions,
specifications and standards contained in the Proposal submitted to Sourcewell, and related
documents herein approved and accepted.
SECTI4N 4. The City Council of the City of Denton, hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of
Denton under this ordinance to the City Manager of the City of Denton, or his designee.
SECTION 5. By the acceptance and approval of the items set forth in the referenced file
number, the City Council hereby authorizes the expenditure of funds therefor in the amount and
in accordance with the approval purchase orders or pursuant to a written cantract made pursuant
thereto as autharized herein
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval. �
The motion to approve this ordinance was made �y �� '',,,��,� �,�,�����" and
seconded by `% DF�rr/ /Z��/ , the ordinance was passed and approved by
the following vote [ '7 - t� ]:
Mayor Chris Watts:
Gerard Hudspeth, District 1:
Keely G. Briggs, District 2:
Jesse Davis, District 3:
John Ryan, District 4:
Deb Armintor, At Large Place 5
Paul Meltzer, At Large Place 6:
Aye Nay
Abstain Absent
PASSED AND APPROVED this the OS � day of __� � �° �,�����•� �� �, 2020.
ATTEST:
ROSA RIOS, CITY SECRETARY
rt� ��M .
BY: � �� ,„
.-.o��. �� " .. ���������......��..._��.
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: �il'i �.-� v�
�.��_ .............�...�........._.........__..� �..
CHRI ATTS, MAYOR
�
DocuSign Envelope ID: 68EBD19D-1638-471 E-BADF-F888A81056DC
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�////////O///O////i0//i//////////////%%%%///////////%
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Docusign City Council Transmittal Coversheet
COOP 7136
File N a m e GENUINE PARTS COMPANY dba NAPA AUTO PARTS
Purchasing Contact Crystal westbrook
City Council Target Date �anuary zs, zozo
Piggy Back Option NO
Contract Expiration �anuary 28, 2025
Ordinance Zo-l9s
D3
V�
DocuSign Envelope ID: 68EBD19D-1638-471 E-BADF-F888A81056DC
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND GENUINE PARTS COMPANY dba NAPA AUTO PARTS
(File # 7136)
THIS CONTRACT is made and entered into this date 01/28/2020 by and
between GENUINE PARTS COMPANY dba NAPA AUTO PARTS a Georgia Corporation,
whose address is 2999 Wildwood Parkwav, Atlanta, GA 30339 , hereinafter referred to as
"Supplier," 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 in accordance with the Supplier's agreement, a copy of which is
attached hereto and incorporated herein for all purposes as Exhibit "C". The Contract consists of this
written agreement and the following items which are attached hereto, or on file, and incorporated herein
by reference:
(a) Special Terms and Conditions (Exhibit "A");
(b) Integrated Supply Agreement (Exhibit "B");
(c) Amendment to Integrated Supply Agreement (Exhibit "C");
(d) Assignment (Exhibit "D");
(e) Sourcewell Contract #061015 with GENUINE PARTS COMPANY dba NAPA AUTO
PARTS, (Exhibit "E" on file at the office of the Purchasing Agent);
(f� Insurance Requirements (Exhibit "F");
(g) City of Denton Standard Purchasing Terms and Conditions (Exhibit "G")
(h) Certificate of Interested Parties Electronic Filing (Exhibit "H");
(i) Sample Profit and Loss Statement (Exhibit "I");
(j) Form CIQ — Conflict of Interest Questionnaire (Exhibit "J")
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 above. These
documents shall be referred to collectively as "Contract Documents."
Prohibition on Contracts with Companies Boycotting Israei
Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
a written veri�cation from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings
ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement,
Supplier certifies that Supplier's signature provides written verification to the City that Supplier: (1)
does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to
meet or maintain the requirements under this provision will be considered a material breach.
Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign
Terrorist Organization
File 7136
DocuSign Envelope ID: 68EBD19D-1638-471 E-BADF-F888A81056DC
Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do
business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Supplier
certifies that Supplier's signature provides written verification to the City that Supplier, pursuant to
Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive
payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization.
Failure to meet or maintain the requirements under this provision will be considered a material breach.
The parties agree to transact business electronically. Any statutory requirements that certain terms be in
writing will be satisfied using electronic documents and signing. Electronic signing of this document will
be deemed an original for all legal purposes.
IN WITNESS WHEREOF, the parties of these presents ha�e executed this agreement in the year
and day first above written.
°°�°s'g"ed by�UPPLIER THIS AGREEMENT HAS BEEN
�{�, �I�I,�.V'+� BOTH REVIEWED AND APPROVED
By: °T°A3'EA�'a°F-_ as to financial and operational obligations
AUTHORIZED SIGNATURE
stuart Kambury and business terms.
Printed Name:
Division VP
Title:
2142632337
PHONE NUMBER
2142632337
EMAIL ADDRESS
DVP
TEXAS ETHICS COMMISSION
1295 CERTIFICATE NUMBER
CITY OF �;��,byTEXAS
�rJ�G� �i�,t,�aun,
BY: e��zu�aa�a�a
TODD HILEMAN
CITY MANAGER
ATTEST:
ROSA R �`,���'b�ECRETARY
�'� R�
BY. �r,�crRr�F���n4�
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
DocuSigned by:
Mw� �¢.tAWwn�
B 1 • 7F9G328BF0204E5...
File 7136
�ocuSigned by:
N �� �`
IIR7AAF1,q��19j�
SIGNATURE
Director
TITLE
Public Works
DEPARTMENT
Ethan Cox
PRINTED NAME
DocuSign Envelope ID: 68EBD19D-1638-471 E-BADF-F888A81056DC
Exhibit A
Speciai Terms and Conditions
Contract Term
The contract term will be three (3) 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 automatically renew each year, from the date of award by City Council. 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.
Totai Contract Amount
The contract total shall not exceed $20,000,000. Pricing shall be per Exhibit C attached.
SOLTRCEWELL CONTRACT
DocuSign Envelope ID: 68EBD19D-1638-471 E-BADF-F888A81056DC
Exhibit B
INTEGRATED SUPPLY AGREEMENT
BY AND BETWEEN
GENUINE PARTS COMPANY
AND
CITY OF DENTON, TEXAS
Sourcewell Contract
DocuSign Envelope ID: 68EBD19D-1638-471 E-BADF-F888A81056DC
INTEGRATED SUPPLY AGREEMENT
BY AND BETWEEN
GENUINE PARTS COMPANY
AND
THE CITY OF DENTON, TEXAS
THIS INTEGRATED SUPPLY AGREEMENT (this "Agreement") is made by and
between GENUINE PARTS COMPANY, a Georgia corporation (d/b/a NAPA Auto Parts)
("NAPA"), and THE CITY OF DENTON, TEXAS, ("CUSTOMER"), to be effective as of the
2sth day of �anuary 20 ��(the "Effective Date").
WITNESSETH
WHEREAS, pursuant to a competitive bidding and selection process by Sourcewell (f/k/a
National Joint Powers Alliance) (hereinafter, "Sourcewell"), a Minnesota-based Service
Cooperative created by Minnesota Legislative Statute 123A21, Sourcewell and NAPA executed
contract #061015 on July 21, 2015 (hereinafter, "Sourcewell Contract"), attached hereto as
Exhibit , to establish a source of supply for certain auto, truck and bus parts as well as to provide
integrated business solutions services; and
WHEREAS, by becoming a participating member of Sourcewell (hereinafter,
"Member"), the State of Texas and its related entities (hereinafter, "User Agencies") are
authorized to utilize the pricing and incentives available to Sourcewell Members set forth in the
Sourcewell Contract; and
WHEREAS, CUSTOMER is authorized by Ordinance 2015-076 to contract through
Sourcewell for materials, equipment, supplies, and services and desires to become a User
Agency under such Sourcewell Contract and desires to receive integrated business solutions
services from NAPA; and
WHEREAS, CUSTOMER and NAPA agree that the Sourcewell Contract is a vehicle by
which CUSTOMER may contract directly with NAPA for parts and services, but that the terms
and conditions of this Agreement and not the terms and conditions of the Sourcewell Contract
shall govern the relationship of the parties; and
WHEREAS, NAPA desires to provide integrated business solutions services and to
establish inventories in CUSTOMER's locations to service the fleet parts needs of CUSTOMER
and to serve as the primary supplier of automotive replacement parts and other supplies and/or
equipment (the "Inventory" or "Products") to serve the needs of CUSTOMER; and
WHEREAS, CUSTOMER desires to provide space for the Inventory on the premises of
CUSTOMER for use by NAPA ("On Site Store(s)") and agrees that NAPA will be its primary
supplier of the Inventory pursuant to the terms herein.
SOLTRCEWELL CONTRACT
DocuSign Envelope ID: 68EBD19D-1638-471 E-BADF-F888A81056DC
NOW THEREFORE, in consideration of the mutual promises and covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency of which are
acknowledged, the parties hereto agree as follows:
AGREEMENT
1. DEFINITIONS. For purposes of this Agreement, the following terms shall have
the meanings set forth below:
(a) Primary Supplier shall mean the parts supplier that provides a minimum of ninety
percent (90%) of the Inventory needs of CUSTOMER.
(b) NAPA Owned Store shall mean an auto parts store lawfully using the tradename
or trademark "NAPA" which is wholly owned by NAPA.
(c) NAPA Jobber shall mean an auto parts store lawfully using the tradename or
trademark "NAPA" with respect to which NAPA maintains no ownership interest.
(d) Current NAPA Jobber Acquisition Cost shall mean NAPA's current gold price
as set forth on NAPA's Confidential Jobber Cost and Suggested Resales price list.
2. CUSTOMER'S CURRENT LOCATIONS. NAPA will establish On Site
Store(s) at the CUSTOMER' S following location(s):
804 TEXAS STREET
DENTON, TX 76209
(940) 349-8442
Manager: JAMES BROWN
Additional locations of the CUSTOMER may be added to this Agreement but only by a written
amendment executed and agreed to by both the CUSTOMER and NAPA.
3. TERM. This Agreement shall begin the date this Agreement is fully executed
and shall end when the Sourcewell Contract terminates or expires or when terminated earlier in
accordance with the applicable terms and conditions stated herein. As the Sourcewell Contract is
renewed or extended, this Agreement may be renewed or extended for a period of time equal to
or shorter than the period of time the Sourcewell Contract is renewed or extended upon the
mutual written agreement of the Parties. This Agreement shall terminate automatically upon the
termination, for any reason, of the Sourcewell Contract. Notwithstanding the foregoing, either
party may terminate this Agreement at any time for its convenience by giving the other parry
sixty (60) days prior written notice of such termination.
Sourcewell Contract
DocuSign Envelope ID: 68EBD19D-1638-471 E-BADF-F888A81056DC
4. DUTIES AND RESPONSIBILITIES OF NAPA. NAPA shall have the
following duties and responsibilities during the term of this Agreement:
(a) NAPA will operate the On Site Store(s) and provide the Inventory to
CUSTOMER's now existing locations. NAPA shall provide all personnel required to operate the
On Site Store(s).
(b) In those circumstances when delivery is required by CUSTOMER, NAPA will
provide parts to CUSTOMER's locations on a daily route basis. In addition, NAPA will
accelerate delivery on those items CUSTOMER requires to be delivered on an expedited basis.
NAPA will make all reasonable efforts to ensure prompt delivery to the CUSTOMER's
location(s) requesting part(s).
(c) NAPA shall provide all computers and reports necessary to monitor monthly
expenses as they pertain to the daily operation of the On Site Store(s). NAPA shall provide
computer ordering and cataloging to each On Site Store.
(d) NAPA shall provide a profit and loss statement of the parts operations to the
CUSTOMER on approximately the 25th of each month for each On Site Store.
(e) NAPA shall provide back-up emergency service during non-working hour
contingencies. This overtime expense (calculated at time and one half� will be charged on a cost
basis to CUSTOMER, and must be pre-approved by CUSTOMER. The parties shall mutually
agree upon the pre-approval process for such emergency situations. NAPA will provide a list of
personnel, including telephone numbers, who will respond to emergency service requests.
5. DUTIES AND RESPONSIBILITIES OF CUSTOMER. CUSTOMER shall
have the following duties and responsibilities during the term of this Agreement:
(a) CUSTOMER shall provide, at its sole expense, usable space for NAPA's On Site
Store(s) and the Inventory. CUSTOMER shall provide access to restroom facilities for NAPA
employees. Further, CUSTOMER shall furnish, at its sole expense, all utilities for the On Site
Store(s) including: water, sanitation, sewer, light, telephone, heat, gas, electricity, power, fuel,
janitorial and all other utilities and services rendered or delivered to the On Site Store(s)
whatsoever. CUSTOMER shall provide NAPA a safe work environment that is free from
hostility, violence, or discrimination. NAPA reserves the right to terminate the contract
immediately should NAPA encounter a hostile, violent, discriminatory, or unsafe work
environment.
(b) CUSTOMER shall use NAPA as its Primary Supplier of the Inventory under this
Agreement. CUSTOMER reserves the right to purchase any item outside this Agreement where
it is determined to be more economical or timely so long as the purchase of aforesaid part or
parts does not result in NAPA no longer being CUSTOMER's Primary Supplier in which case
NAPA may terminate this Agreement.
Sourcewell Contract
DocuSign Envelope ID: 68EBD19D-1638-471 E-BADF-F888A81056DC
(c) Each On Site Store location shall be appropriately secured or otherwise
maintained separate and apart from the business of CUSTOMER. There shall be no
intermingling of CUSTOMER's parts or other inventory with NAPA's parts or inventory.
Access to the secured On Site Store(s) shall be restricted to NAPA employees and authorized
NAPA representatives only. CUSTOMER' S employees, contractors or agents shall not be
permitted to enter the secured On-Site Store area unless accompanied by a NAPA employee or
other authorized NAPA representative.
(d) CUSTOMER shall, at all times during the term of this Agreement, at
CUSTOMER' S sole expense, maintain in good condition and repair (so as to prevent any
damage or injury to NAPA's employees, the Inventory 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).
(e) CUSTOMER shall provide information regarding fleet changes to NAPA as soon
as possible. Fleet changes include but are not limited to the removal of types of vehicles from
the fleet and the addition of new vehicles to the fleet.
6. ALTERNATIVE SUPPLIERS. Each On Site Store may be serviced by a
NAPA Owned Store or a NAPA Jobber. CUSTOMER acknowledges that whether it will be
serviced by a NAPA Owned Store or a NAPA Jobber will be determined by NAPA, in its sole
discretion, and that if CUSTOMER is to be serviced by a NAPA Jobber, then such NAPA Jobber
must evidence its desire to abide by the terms of this Agreement by entering into an Assignment
in the form of Exhibit D hereto.
7. PAYMENT TERMS/PRICING. NAPA shall invoice the CUSTOMER for all
Inventory purchased pursuant to this Agreement on a monthly basis according to the pricing plan
below. CUSTOMER agrees to pay the entire amount of all statements received from NAPA by
the 25�h day of the month following receipt of any such statement. If CUSTOMER has not paid
the entire amount of all statements received from NAPA within 10 days of the 25�h day of the
month following receipt of such invoice, CUSTOMER shall be put on COD until such amount is
paid in full. No prompt pay discount is available under this Agreement.
There are two pricing options available to CUSTOMER. The pricing option for this Agreement
must be indicated by CUSTOMER initials, below.
Sourcewell Contract
DocuSign Envelope ID: 68EBD19D-1638-471 E-BADF-F888A81056DC
�����'�""�I�S�;:� ����"�"���I�S ��� CUSTOMER INITIALS:
The overall objective of CUSTOMER's pricing plan is for NAPA to provide Products in
accordance with the agreed upon Pricing Plan Summary set forth below. By billing CUSTOMER
for the Products, NAPA's On Site Store(s) will achieve its target ten percent (10%) net profit for
the Agreement (the "Net Profit Target"). CUSTOMER's pricing plan is comprised of the
following elements:
(a) Product Price. The pricing of the Products to be supplied to CUSTOMER by
NAPA pursuant to this Agreement shall be divided into: 1) "NAPA Product
Price," which is the pricing of NAPA branded or NAPA cataloged supplier
manufactured products; and 2) "Non NAPA Product Price," which is the pricing
of products which have not been manufactured by NAPA suppliers or do not exist
in NAPA's proprietary catalog system but which have been acquired for
CUSTOMER by NAPA pursuant to this Agreement. The pricing of NAPA
Product and Non-NAPA Product shall be billed in accordance with the Pricing
Plan Summary defined below.
(b) Operational Expenses. Any and all costs and expenses associated with the
operation of the On Site Store(s), including, but not limited to, vehicle gas and
maintenance costs, salary and benefits payable to NAPA employees at the On Site
Store(s), worker's compensation benefits and insurance, unemployment
insurance, personal property insurance for the On Site Store(s) and Inventory, any
deductible for losses covered under the personal property, automobile liability, or
general liability insurance policies of NAPA, all equipment supplied by NAPA,
Corporate Allocation Expenses (as defined below), inventory investment expense,
obsolescence expense, pension funding costs, accounting fees, general office
expenses, and shared service expenses. An example of a profit and loss statement
reflecting such costs and expenses is attached hereto as Exhibit B. CUSTOMER
acknowledges and agrees that the costs and expenses reflected on the profit and
loss statement set forth on Exhibit B 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 to assist in the performance of this
Agreement. As a result, each On Site Store location is charged certain corporate
allocation expenses for various line items shown on Exhibit B("Corporate
Allocation Expenses") which are calculated as a percentage of total Product sales
for each month. As such, there is not a supportive invoice for such expenses other
than a monthly allocation rate statement. These Corporate Allocation Expenses
allow NAPA to have fewer employees performing routine general administrative
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.
Sourcewell Contract
DocuSign Envelope ID: 68EBD19D-1638-471 E-BADF-F888A81056DC
PRICING PLAN SUMMARY
NAPA Product Price Billed to CUSTOMER on a"9074 NAPA Pricing Profile"
Non-NAPA Product Price Billed to CUSTOMER at a 25% gross profit rate
(The formula far Non-NAPA Product Price for
CUSTOMER is the current product acquisition cost divided
by .75) This formula will achieve the gross pro�t rate set
forth above. Example: current product acquisition cost is
$1.00. CUSTOMER's price would be $1.00/.75=$1.33
Operational Expenses Paid entirely by NAPA
Net Pro�t Target Amounts will be refunded or charged based on the failure or
achievement of an overall 10% net profit for the previous
month.
NAPA Product shall be billed to CUSTOMER based on a"9074 NAPA Pricing Profile"
which has been provided to CUSTOMER in connection with this Agreement. Non-NAPA
Product shall be billed by NAPA to yield a gross profit of twenty-five percent (25%). All
Operational Expenses shall be borne by NAPA.
Sales at each On Site Store location will be reviewed after the first ninety (90) days of
operation and on a month by month basis thereafter to ensure a ten percent (10%) net profit for
NAPA. If monthly sales at each On Site Store, independently as opposed to in the aggregate,
are producing more than a ten percent (10%) net profit for NAPA, NAPA will pay to
CUSTOMER, via a refund check, the overage. Conversely, if NAPA's net profit for the
preceding month is less than ten percent (10%), NAPA will bill CUSTOMER for the
deficiency.
CUSTOMER and NAPA mutually agree that CUSTOMER' S maYimum payment
obligation pursuant to this profit guarantee shall be set at $ ; and CUSTOMER has
encumbered such amount to cover this potential liability. The parties agree to mutually work
together to adjust the amount if such amount must be increased during the term of the contract.
CUSTOMER INITIALS
In addition, NAPA may use any sub-contractor for the procurement of "outside"
purchases or services (i.e., those parts or services not traditionally stocked or performed by
NAPA), and CUSTOMER will be billed an additional charge for any such purchases so as to
yield NAPA a twenty-five percent (25%) gross profit on such purchases. CUSTOMER must
provide pre-approval in writing for such outside purchases. CUSTOMER is solely responsible
for improper or inappropriate instructions by CUSTOMER's employees to NAPA regarding
NAPA's purchases of nontraditional parts or services, unless CUSTOMER provided prior
Sourcewell Contract
DocuSign Envelope ID: 68EBD19D-1638-471 E-BADF-F888A81056DC
written notice to NAPA of parts or services that may not be procured by NAPA in relation to this
Agreement.
�����'�"�5���:.� �'���"�,��'�S� �������"�, CUSTOMER INITIALS:
The overall objective of CUSTOMER's pricing plan is for NAPA to provide Products in
accordance with the agreed upon Pricing Plan Summary set forth below and reimbursement by
CUSTOMER of each On Site Store's operating expenses. By billing CUSTOMER for these two
categories, NAPA's On Site Store(s) will achieve its target ten percent (10%) net profit for the
Agreement (the "Net Profit Target"). These categories are defined as follows:
(a) Product Price. The pricing of the Products to be supplied to CUSTOMER by
NAPA pursuant to this Agreement shall be divided into: 1) "NAPA Product
Price," which is the pricing of NAPA branded or NAPA cataloged supplier
manufactured products; and 2) "Non NAPA Product Price," which is the pricing
of products which have not been manufactured by NAPA suppliers or do not exist
in NAPA's proprietary catalog system but which have been acquired for
CUSTOMER by NAPA pursuant to this Agreement. The pricing of NAPA
Product and Non-NAPA Product shall be billed in accordance with the Pricing
Plan Summary defined below.
(b) Operational Expenses. Any and all costs and expenses associated with the
operation of the On Site Store(s), including, but not limited to, vehicle gas and
maintenance costs, salary and benefits payable to NAPA employees at the On Site
Store(s), worker's compensation benefits and insurance, unemployment
insurance, personal property insurance for the On Site Store(s) and Inventory, any
deductible for losses covered under the personal property, automobile liability, or
general liability insurance policies of NAPA, all equipment supplied by NAPA,
Corporate Allocation Expenses (as defined below), inventory investment expense,
obsolescence expense, pension funding costs, accounting fees, general office
expenses, and shared service expenses. An example of a profit and loss statement
reflecting such costs and expenses is attached hereto as Exhibit B. CUSTOMER
acknowledges and agrees that the costs and expenses reflected on the profit and
loss statement set forth on Exhibit B 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 to assist in the performance of this
Agreement. As a result, each On Site Store location is charged certain corporate
allocation expenses for various line items shown on Exhibit B("Corporate
Allocation Expenses") which are calculated as a percentage of total Product sales
for each month. As such, there is not a supportive invoice for such expenses other
than a monthly allocation rate statement. These Corporate Allocation Expenses
allow NAPA to have fewer employees performing routine general administrative
Sourcewell Contract
DocuSign Envelope ID: 68EBD19D-1638-471 E-BADF-F888A81056DC
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.
PRICING PLAN SUMMARY
NAPA Product Price Billed to CUSTOMER at a 10% gross profit rate
(The formula for NAPA Product Price for CUSTOMER is
the Current NAPA Jobber Acquisition Cost divided by
.90) This formula will achieve the gross pro�t rate set
forth above. Example: Current NAPA Jobber Acquisition
Cost is $1.00. CUSTOMER's price would be
$1.00/.90=$1.11
Non-NAPA Product Price Billed to CUSTOMER at a 10% gross profit rate
(The formula far Non-NAPA Product Price for
CUSTOMER is the current product acquisition cost
divided by .90) This formula will achieve the gross profit
rate set forth above. Example: current product acquisition
cost is $1.00. CUSTOMER's price would be
$1.00/.90=$1.11
Operational Expenses Billed to CUSTOMER in accordance with Section 7(b)
above.
Net Pro�t Target 10% net profit for the NAPA On Site Store(s) after
Products and Operational Expenses are billed to
CUSTOMER.
Both NAPA Product and Non-NAPA Product shall be set by NAPA to yield a gross profit
of ten percent (10%). Operational Expenses will be charged to CUSTOMER in accordance with
Section 7(b) above, with all such charges for Operational Expenses to be included in
CUSTOMER's monthly billing statement. CUSTOMER will be billed at the end of each month
for Operational Expenses on an "in arrears" basis.
CUSTOMER and NAPA mutually agree that CUSTOMER' S maximum payment obligation
pursuant to this profit guarantee shall be set at $ ; and CUSTOMER has encumbered
such amount to cover this potential liability. The parties agree to mutually work together to
adjust the amount if such amount must be increased during the term of the contract.
CUSTOMER INITIALS
In addition, NAPA may use any sub-contractor for the procurement of "outside" purchases
or services (i.e., those parts or services not traditionally stocked or performed by NAPA), and
CUSTOMER will be billed an additional charge for any such purchases so as to yield NAPA a
ten percent (10%) gross profit on such purchases. CUSTOMER must provide pre-approval in
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writing of such outside purchases. CUSTOMER is solely responsible for improper or
inappropriate instructions by CUSTOMER's employees to NAPA regarding NAPA's purchases
of nontraditional parts or services, unless CUSTOMER provided prior written notice to NAPA of
parts or services that may not be procured by NAPA in relation to this Agreement.
8. INSURANCE.
(a) CUSTOMER is a state agency and is self-insured for liability and workers
compensation through the Department of Administrative Services. CUSTOMER shall provide
to NAPA, upon execution of this Agreement, a copy of all Certificates of Insurance evidencing
the insurance coverages above.
(b) NAPA shall maintain during the term of this Agreement worker's compensation
insurance coverage for its employees located at the On Site Store(s) in amounts required by law.
In addition, NAPA shall maintain personal properry insurance during the term of this Agreement
in an amount sufficient to cover any loss or damage to the Inventory and any other personal
properry owned by NAPA that is located at the On Site Store(s).
(c) The insurance policies in this section required to be held by each party shall
contain a waiver of subrogation against the other party.
(d) Neither CUSTOMER nor the Department of Administrative Services shall procure
or provide insurance for NAPA property or Inventory.
9. NO LIENS.
(a) CUSTOMER warrants that it shall take no action, including but not limited to the
granting of a security interest, or fail to take any action, which would operate or does operate in
any way to encumber the Inventory of NAPA located in the On Site Store(s).
(b) CUSTOMER grants NAPA a power of attorney to execute such documents as are
necessary to protect NAPA's interest in the Inventory on consignment on CUSTOMER's
premises, including any UCGl statements.
10. PERSONNEL. NAPA and CUSTOMER shall attempt in good faith to mutually
agree upon the identity of the persons that will be selected to staff the On Site Store(s). In the
event that CUSTOMER for any reason wishes to remove or replace any of the NAPA personnel
in the On Site Store(s), the parties will attempt to resolve CUSTOMER's request by mutual
agreement.
11. WARRANTY/LIABILITY DISCLAIMER. All Products supplied pursuant to
this Agreement are subject to the terms of written warranties provided by the manufacturer of
each Product, and NAPA shall use reasonable commercial efforts to assist the CUSTOMER in
processing all warranty claims that the CUSTOMER may have against a manufacturer. The
manufacturer's warranty will be the sole and exclusive remedy of the CUSTOMER in
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connection with any claims concerning the Products supplied to CUSTOMER pursuant to this
Agreement. ALL OTHER WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING
ANY IMPLIED WARRANTIES OF MERCHANTIBII,ITY OR FITNESS FOR A
PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. Copies of the manufacturers'
warranties are available to CUSTOMER upon request.
For suppliers (or categories of suppliers) of Non-NAPA Products that CUSTOMER instructs
NAPA to utilize or consider for future purchases, NAPA is under no obligation to (and NAPA
disclaims all liability in connection with) investigate product quality, management, ownership,
reputation, certifications, qualifications, price competitiveness, or any other related
characteristics of the products, individuals or entities at issue.
12. TERMINATION FOR CAUSE. This Agreement may be terminated
immediately, unless otherwise stated in this Section 12, by either party for cause:
(a) In the event that the other party fails or refuses to pay any amounts due under this
Agreement and such failure continues for ten (10) days;
(b) In the event that the other party fails or refuses to perform any other obligation
required under this Agreement, and such failure or refusal continues for thirty (30) days after
written notice thereof; or
(c) In the event that the other parry files any bankruptcy petition, has any bankruptcy
petition filed against it, makes any assignment of its assets for the benefit of creditors, or admits
in writing its inability to pay its debts as they become due.
13. EFFECT OF TERMINATION. Immediately upon termination of this
Agreement by either party for any reason:
(a) All duties, responsibilities and other obligations of each party hereunder shall
terminate, except for the payment of any amounts due and owing to NAPA at the time of
termination.
(b) Each party shall immediately return to the other party all equipment, software,
books, records, tools and any other personal property owned by the other party that are in such
party's possession. CUSTOMER shall allow NAPA full and unrestricted access to enter into the
On Site Store(s) and immediately remove all equipment and other items of personal property
owned by NAPA without being deemed guilty of trespass or any other violation of the law. All
inventory records, sales history, sales analysis and all other information generated by NAPA
under this Agreement will be returned to CUSTOMER.
Nothing contained in this Section shall be deemed a waiver of, or in any other manner
impair or prejudice, any other legal rights that either party may have against the other party for
any breach of this Agreement. The provisions and obligations of Sections 9, 1l, 14, 15, 18, and
20 shall survive the termination of this Agreement for any reason.
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14. BUY-BACK OF INVENTORY. Upon termination, expiration, or non-renewal
of this Agreement, NAPA shall have the option to require CUSTOMER to purchase all non-
NAPA Inventory owned by NAPA and located in each On Site Store at NAPA's On Site Store's
current product acquisition cost, and CUSTOMER shall have the option to purchase all NAPA
Inventory, owned by NAPA and located in each On Site Store at the Current NAPA Jobber
Acquisition Cost. Upon CUSTOMER's request, NAPA shall provide CUSTOMER with a
listing of all NAPA and non-NAPA Inventory owned by NAPA and located in the On Site
Store(s).
CUSTOMER INITIALS:
15. CHANGE OF CONTROL. NAPA may unilaterally terminate this Agreement
by giving thirry (30) days written notice to CUSTOMER upon the occurrence of any one or more
of the following events:
(a) A change in the management or ownership of CUSTOMER;
(b) A sale, lease, assignment or other transfer of CUSTOMER' S business or assets,
whether through a stock purchase, merger, asset purchase, or other similar transaction, of at least
a ten percent (10%) interest therein.
16. LANDLORD CONSENT AND WAIVER. Not Applicable.
17. INDEMNIFICATION. NAPA SHALL BE RESPONSIBLE FOR AND
SHALL INDEMNIFY AND HOLD CUSTOMER HARMLESS FROM AND AGAINST
ALL DAMAGES, CLAIMS OR DEMANDS THAT MAY, DURING THE TERM OF
THIS AGREEMENT, ARISE OR BE OCCASIONED BY THE NEGLIGENT OR
INTENTIONAL ACTS OF NAPA OR NAPA'S EMPLOYEES.
18. NOTICES. Whenever any notice, demand or request is required or permitted
hereunder, such notice, demand or request shall be hand-delivered in person or sent via
facsimile, by overnight mail through a reputable service, or by certified mail, return receipt
requested, to the addresses set forth below:
As to NAPA: Genuine Parts Company
804 Texas Street
Denton, TX 76209
Attn: James Brown
Telephone: (940) 349-8442
As to CUSTOMER: City of Denton
901 B Texas Street
Denton, Texas 76209
Attn: Purchasing Manager
Telephone: (940) 349-7100
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Each such notice shall be deemed delivered (i) on the date of receipt if delivered by hand,
overnight courier service or if sent by facsimile, or (ii) on the date three (3) business days after
depositing with the United States Postal Service if mailed by registered or certified mail. Either
party may change its address specified for this notice by giving the other party at least ten (10)
days written notice in accordance with this Section 18.
19. FORCE MAJEURE / DAMAGE OF PREMISES.
(a) Whenever performance by either party of any of their respective obligations
(other than the obligation to make payment of money due hereunder) is substantially prevented
by reason of any act of God, other industrial or transportation disturbance, fire, floods, riots, acts
of enemies, national emergencies or by any other cause not within the reasonable control of such
party and not occasioned by its negligence, then such performance shall be excused and the
performance of such obligations under this Agreement shall be suspended for the duration of
such prevention and for a reasonable time thereafter.
(b) NAPA may terminate this Agreement immediately in the event that the
CUSTOMER's premises are damaged by any casualty, or such portion of the premises is
condemned by any legally constituted authority, such as will make the CUSTOMER's premises
unusable for the On Site Store(s) in the reasonable judgment of NAPA.
20. SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their respective officers,
directors, employees, successors and assigns. Notwithstanding the foregoing, the rights and
obligations of either party to this Agreement may not be assigned without the prior written
consent of the other party hereto, which consent shall not be unreasonably withheld.
21. AMENDMENTS. No amendment to this Agreement shall be binding on either
party hereto unless such amendment is in writing and executed by both parties with the same
formality as this Agreement is executed.
22. NO WAIVER OF RIGHTS. No failure of either party hereto to exercise any
power given such party hereunder or to insist upon strict compliance by the other party to its
obligations hereunder, and no custom or practice of the parties in variance with the terms hereof,
shall constitute a waiver of either party's right to demand exact compliance with the terms
hereof.
23. LIMITATIONS ON RIGHTS OF THIRD PARTIES. All obligations of a
party under this Agreement are imposed solely and exclusively for the benefit of the parties, and
no other person shall, under any circumstances, be deemed to be a beneficiary of such
obligations.
24. INDEPENDENT CONTRACTOR. The parties hereto are independent
contractors. Nothing in this Agreement shall create or shall be deemed to create any fiduciary
relationship or the relationship of principal and agent, partnership, joint venturers or any other
similar or representative relationship between the parties hereto.
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25. CHOICE OF LAW. This Agreement shall be construed and interpreted under
the laws of the State of Georgia.
26. COUNTERPARTS. This Agreement may be executed in one or more
counterparts and each counterpart shall, for all purposes, be deemed an original, but all such
counterparts shall together constitute but one and the same instrument.
27. SECTION HEADINGS. Section titles or captions contained herein are inserted
only as a matter of convenience for reference and in no way define, limit, extend, or describe the
scope hereof or the intent of any provision hereof.
28. SEVERABILITY. In the event any part of this Agreement shall be finally
determined by a court of law to be illegal or unenforceable for any reason, then that illegal or
unenforceable part shall be severed from the Agreement, and the remaining terms shall continue
in full force and effect.
29. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
the parties hereto and no prior representation, inducement, promise or agreement, oral or written,
between the parties not embodied herein shall be of any force and effect.
30. AMENDMENT TO INTEGRATED SUPPLY AGREEMENT. Simultaneous with the
execution of this Agreement, NAPA and CUSTOMER shall execute that certain Amendment to
Integrated Supply Agreement dated as of even date herewith, attached hereto as Exhibit C.
[Signatures Appear on Next Page]
SOLTRCEWELL CONTRACT
DocuSign Envelope ID: 68EBD19D-1638-471 E-BADF-F888A81056DC
IN WITNESS WHEREOF, the parties hereto cause their hands and seals to be affixed
by their duly-authorized representatives effective as of the date and year first above written.
GENUINE PARTS COMPANY
DocuSigned by:
�� ����
By: �.�n.,,,-�.,r...
Name: Stu Kam6ury
TltlO: DVP
CITY OF DENTON, TEXAS
DocuSigned by:
��� �����
B J ' •R�6a�1£�E��4€4...
Name: City manager
Title: City Manager
SOLTRCEWELL CONTRACT
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EXHIBIT C
AMENDMENT TO INTEGRATED SUPPLY AGREEMENT
See attached.
SOLTRCEWELL CONTRACT
DocuSign Envelope ID: 68EBD19D-1638-471 E-BADF-F888A81056DC
AMENDMENT TO INTEGRATED SUPPLY AGREEMENT BETWEEN
GENUINE PARTS COMPANY
AND
CITY OF DENTON, TEXAS
THIS AMENDMENT TO INTEGRATED SUPPLY AGREEMENT (this "Amendment") is
entered into this 28t�ay of �anuary20 �� (the "Amendment Effective Date") by and between
GENUINE PARTS COMPANY, a Georgia corporation ("NAPA") and CITY OF DENTON,
TEXAS ("CUSTOMER").
WHEREAS, NAPA and CUSTOMER are parties to that certain Integrated Supply Agreement
dated as of �anuary �20�the "A�reement") for the supply and sale of automotive parts and related
supplies at certain locations as required by CUSTOMER; and
WHEREAS, NAPA and CUSTOMER desire to amend the Agreement according to the terms
set forth below.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, NAPA and CUSTOMER hereby agree to amend the Agreement as follows:
1. All capitalized terms not otherwise defined herein shall ha�e the meanings set forth in
the Agreement.
2. Primary Suppiier. The definition of "Primary Supplier" in the Agreement is hereby
deleted and replaced with the following:
""Primary Supplier" shall mean the parts supplier that provides a minimum of ninety
percent (90%) of the Inventory needs of CUSTOMER; provided that (i) CUSTOMER
shall reserve the right to obtain certain parts and supplies considered to be critical to
service during emergency situations, or for which CUSTOMER determines it to be in its
best interest to retain purchasing control and (ii) CUSTOMER will maintain its own
contracts for the supply of fuel and certain operating department supplies to be issued
through the CUSTOMER's Materials Management Distribution Center."
3. Term. Section 3 of the Agreement is hereby deleted in its entirety and replaced with
the following:
"3. TERM. This Agreement shall begin the date this Agreement is fully executed
and shall expire on the date that is three (3) years from such date, or when terminated
earlier in accordance with the applicable terms and conditions stated herein. Following
the expiration of the initial three (3) year term, CUSTOMER shall have the option to
extend the term of this Agreement for two (2) additional one year periods.
Notwithstanding the foregoing, either party may terminate this Agreement at any time for
its convenience by giving the other party sixty (60) days prior written notice of such
termination."
4. On-Site Personnei and Hours of Operation. Section 4(a) of the Agreement is hereby
revised to add the following to the end of such section:
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"NAPA shall provide a maximum number of seven (7) full-time on-site personnel
if required to meet the parts availability performance standards mutually agreed
upon by the CUSTOMER and NAPA. 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. NAPA will be
responsible for costs incurred when a wrong part is received. One of the seven (7)
full-time on-site personnel shall be a manager who has vast parts room
experience. The driver shall maintain a good driving record for the duration of
the contract."
5. Deliveries. Section 4(b) of the Agreement is hereby deleted in its entirety and replaced
with the following:
"(b) In those circumstances when delivery is required by CUSTOMER, NAPA will
provide parts to CUSTOMER's locations on a daily route basis. In addition, NAPA will
accelerate delivery by use commercially reasonable efforts to make delivery within one
hour if an item is in stock at another On Site Store in Denton, and within four hours if an
item is in stock at another NAPA store within the DFW metroplex, on those items
CUSTOMER requires to be delivered on an expedited basis. NAPA will make all
reasonable efforts to ensure prompt delivery to the CUSTOMER's location(s) requesting
part(s). As noted in Section 4(i), there will, however, be instances, beyond the reasonable
control of NAPA, when a product is not available within the established performance
standards."
6. Hours of Operation and Emer�encv Services. Section 4(e) of the Agreement is
hereby deleted in its entirety and replaced with the following:
"(e) Counter service shall be provided at the CUSTOMER's Fleet Services parts
warehouse during normal hours of operation and will consist of no less than two (2)
NAPA employees during the hours of 7:00 a.m. to 7:00 p.m. Fleet Services is closed on
weekends and CUSTOMER holidays except for emergency situations. The normal hours
of operation may change due to the operational needs of Fleet Services and other
CUSTOMER Departments. NAPA shall provide overtime and emergency service support
outside of the normal working hours designated in this section. The overtime expense
(calculated at time and one hal� will be charged on a cost basis to the CUSTOMER. The
CUSTOMER will notify NAPA when a requirement exists and the nature and anticipated
duration of the response needed from NAPA. NAPA 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. NAPA coverage for
Emergency Services shall be on a 24-hour basis until the emergency has cleared or as
directed by the CUSTOMER's Fleet Superintendent. NAPA shall provide an Emergency
Personnel Contact List including a phone number, preferably mobile phone number,
where each person can be reached outside of normal warking hours. CUSTOMER
prefers a main contact person, a backup person, and an emergency contact phone number
at NAPA's corporate office."
7. Duties and Responsibilities of NAPA. Section 4 of the Agreement is hereby amended
to add subsections (�-(c� as follows:
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"(fl NAPA shall provide such other related services as may be required and directed
by the CUSTOMER. Advance approval is required in writing before access to any
facility after hours is authorized or any overtime is performed.
(g) NAPA will make available an average of 24 hours of training annually to
CUSTOMER 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 CUSTOMER and NAPA.
(h) NAPA shall submit monthly reports to the CUSTOMER in the format generated
by NAPA's TAMS computer system that include the following:
HUB201 — Order Summary Report — summarizes daily, MTD, YTD parts requests and
values for all CUSTOMER IBS locations
HUB203 — Open Parts Request Report/Unit Status Report — lists all open part requests by
Wark Order ar Unit Number, providing pertinent details about parts on order, such as
quantities, vendor, ETA and order status
HUB204 — Daily Transaction Report and MTD Recap — lists transactions that occur each
day including purchases, new returns, cores and warranties. Also highlighted is the
monthly transaction summary.
HUB205 — Fleet Availability Report — provides a rolling thirty-one (31) day review of the
number of daily out of service assets for the IBS location.
HUB206 — Inventory Snapshot Report — includes a snapshot of NAPA and CUSTOMER
owned inventory as of the current day and calculated form list prices. Report also shows
the end of the month inventory position for the previous twelve (12) months.
HUB208 — Demand Fill Rate Report — provides a rolling thirty-one (31) day review of
part fill rate percentages.
HUB209 — Summary Cost Comparison Report — summarizes daily, MTD and YTD cost
comparison data.
In addition NAPA shall, upon request, provide any such other reports which the
CUSTOMER may reasonably request which are capable of being produced by NAPA's
TAMS computer system.
(i) NAPA shall provide 85% of parts requested on demand, and 95% of parts
requested within 24 hours of demand. There will, however, be instances, beyond the
reasonable control of NAPA, when a product is not a�ailable within the established
performance standards, in which case NAPA shall provide CUSTOMER with a daily
status update on the anticipated delivery of the part. The following listed events, and
other events beyond NAPA's reasonable control, shall relieve NAPA from meeting the
above performance standards, and will be excluded when calculating the monthly order
fill rates so long as a daily update is provided to CUSTOMER. Example of such instances
include, but are not limited to:
• Products from a single source provider that are out of stock
• Products on backorder from the manufacturer
• Products that have to be, or that are requested to be, rebuilt
• Products that have to be fabricated
• Non-NAPA labor disputes, strikes, and other events beyond NAPA's reasonable
control
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• Conditions out of NAPA's reasonable control, such as adverse traffic conditions,
distance to suppliers, logistic conflict with existing delivery demands, etc., may delay the
pickup of Products that are procured from off-site locations and NAPA will not be held
liable in any manner for such delayed deliveries. NAPA's employees shall make such
deliveries in a manner consistent with safe and responsible driving practices.
(j) NAPA shall maintain a baseline target of 4.0 annual inventory turns for all
inventory items other than Critical Parts Inventory (as defined below). Annual inventory
turns is defined as the annual cost of goods sold divided by the a�erage annual inventory
value, excluding Critical Parts Inventory. CUSTOMER and NAPA shall reserve the right
to request the removal of inventory items that are turning less than 4 times per year.
CUSTOMER staff shall evaluate the request of NAPA, and the stock levels, to determine
whether to maintain these items in inventory. "Critical Parts Inventory" means that
inventory which the parties may from time to time mutually agree is critical to
CUSTOMER's operation. NAPA and CUSTOMER's Fleet Manager shall in good faith
evaluate the composition of Critical Parts Inventory on a quarterly basis.
(k) CUSTOMER may request that NAPA accept return of inerchandise already
delivered or that NAPA cancel an order prior to delivery. If the return is required
through no fault of NAPA, NAPA may invoice CUSTOMER for a reasonable restocking
charge based on the restocking fee charged by the applicable manufacturer or supplier;
provided that NAPA may not charge a restocking fee in excess of ten percent (10%)
without CUSTOMER's prior written consent. If a manufacturer or supplier restocking
fee is in excess of ten percent (10%) and CUSTOMER does not agree to pay such charge,
NAPA shall not be required to return the item at issue, and may invoice CUSTOMER for
such item.
(1) CUSTOMER's vehicle and equipment inventory changes constantly and as a
result parts stocked by NAPA may become excess or obsolete in relation to
CUSTOMER's fleet. CUSTOMER and NAPA shall review inventory biannually to
determine whether any inventory then in stock is excess or obsolete inventory. Upon
request by the CUSTOMER, NAPA shall make commercially reasonable efforts to return
for credit and/or exchange for current stock needs any parts for vehicles or equipment
which CUSTOMER determines are no longer needed, are out of date, constitute excess
inventory, or are obsolete.
(m) CUSTOMER has the right to conduct quarterly parts price comparison to ensure
the CUSTOMER is obtaining the best value. NAPA and CUSTOMER shall develop
mutually agreeable random comparison criteria for comparing prices paid for the top fifty
(50) parts issued to CUSTOMER with those paid by other contracted NAPA IBS entities
in CUSTOMER's region.
(n) NAPA 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 with CUSTOMER, conducted at meetings
between CUSTOMER and NAPA. At a minimum, NAPA shall meet with CUSTOMER
annually and conduct a survey of CUSTOMER's maintenance, administrative and
operating department personnel to determine customer satisfaction and attempt to address
any ongomg issues.
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(o) CUSTOMER maintains a cataloging system for all chemicals, chemical
compounds, and chemical mixtures. NAPA 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 CUSTOMER staff at all
times.
(p) NAPA shall provide authorized representatives of the CUSTOMER, 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 the Agreement, and shall provide cost verification for parts
provided to the CUSTOMER under the terms of this Agreement within a commercially
reasonable time after the request, not to exceed 10 business days.
(c� NAPA 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. NAPA shall use reasonable commercial efforts to only use
Disposal Companies approved by the CUSTOMER to comply with "Cradle to Grave"
liability for generated waste products. NAPA SHALL DEFEND THE CUSTOMER
FROM ANY LIABILITY CAUSED BY NEGLIGENT ACTS OF NAPA'S
EMPLOYEES, AND ASSIST THE CUSTOMER IN PROCESSING ANY CLAIM
THAT MAY ARISE AGAINST SUCH THIRD PARTY ASSOCIATED WITH
THE DISPOSAL OF THE ITEMS. CUSTOMER 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. NAPA shall immediately convey to
the CUSTOMER, 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.
All recycled items shall be billed to CUSTOMER at a pass-through cost only. Any
revenue generated through the disposal plan shall be returned to the CUSTOMER's
Contract Administration Supervisor at the following address:
City of Denton Purchasing
Attn: Contract Administration Supervisor
901 B Texas Street
Denton, TX 76209.
8. Pricing/Payment Terms. Section 7 of the Agreement is hereby deleted in its entirety and
replaced with the following:
7. PRICING/PAYMENT TERMS. 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 thirty (30) days following receipt of such invoice, CUSTOMER's services may
be suspended at CUSTOMER's sole cost and expense, until previously "undisputed"
invoiced amount has been paid in fulL No prompt pay discount is a�ailable under this
Agreement.
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The overall goal of CUSTOMER's pricing plan is to achieve a ten percent (10%) net profit
far NAPA (the "Net Profit Target"). CUSTOMER's pricing plan is comprised of
the 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 divided into "NAPA
Product Costs," which is the pricing of NAPA branded ar NAPA cataloged supplier
manufactured products, and "Non-NAPA Product Costs," which is the pricing of
products which have not been manufactured by NAPA suppliers or do not exist in
NAPA's proprietary catalog system but which ha�e 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.
(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 NAPA or incurred by
NAPA, vehicle gas and maintenance costs, salary and benefits payable to NAPA
employees at the On Site Store(s), worker's compensation bene�ts and 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; provided that NAPA may not provide an increase in
salary to any of its employees in excess of three percent (3%) per year without
CUSTOMER's prior written approval. 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 Exhibit I.
CUSTOMER acknowledges and agrees that the costs and expenses reflected on the
profit and loss statement set forth on Exhibit I 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
result, each On Site Store location is charged a Corporate Allocation Expense which is
calculated 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 m�imizing on-site cost efficiency. Notwithstanding the foregoing, the
Corporate Allocation Expenses that NAPA invoices to CUSTOMER shall not exceed
$37,500. annually at CUSTOMER's location; provided that in the event CUSTOMER's
Product Costs are in excess of $3,000,000, NAPA and CUSTOMER agree that they shall
meet and in good faith negotiate a potential increase in Corporate Allocation Expenses
above the annual cap.
(d) Manage�nent 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
APA Product Costs Billed to CUSTOMER at Current NAPA
Jobber Acquisition Cost
on-NAPA Product Costs
and Outside Purchases and Billed to CUSTOMER at a 0% gross profit rate
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
et Profit Target 10% net profit far NAPA
NAPA Product Costs shall be billed to CUSTOMER at Current NAPA Jobber
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 CUSTOMER's monthly billing statement.
CUSTOMER will be billed at the end of each month for operational costs on an "in
arrears" basis.
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
month (the "Management Fee"). For purposes hereof, "Tota1 Monthly Net Sales" means
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
the pricing plan summary above less purchase returns.
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NAPA shall obtain three (3) price quotes for all non-NAPA brand parts exceeding
$3,000. The lowest quoted part, meeting speci�cations, shall be purchased for sale to the
CUSTOMER upon written approval by the CUSTOMER's Fleet Superintendent, or his
designee. For audit purposes, NAPA shall attach "3-bid Quote forms" with approval
signatures to all invoices containing parts covered under the requirements of this
paragraph.
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 the City of Denton Standard Terms and Conditions attached hereto as
Exhibit G if the governing body does not award funding for the contract.
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 during the initial three (3) year term of this
Agreement."
9. Insurance. Section 8(b) of the Agreement is hereby deleted in its entirety and replaced
with the following:
"(b) NAPA shall maintain during the term of this Agreement the insurance set forth in
the insurance requirements attached hereto as Exhibit F. In addition, NAPA shall
maintain personal property insurance during the term of this Agreement in an amount
sufficient to cover any loss or damage to the Inventory and any other personal property
owned by NAPA that is located at the On Site Store(s)."
10. Personnei. Section 10 of the Agreement is hereby deleted in its entirety and replaced
with the following:
"10. PERSONNEL. NAPA and CUSTOMER shall attempt in good faith to
mutually agree upon the identity of the persons that will be selected to staff the
On Site Store(s). All of the assigned full-time personnel shall be ASE Certified
Parts Specialists. NAPA shall select personnel with outstanding customer service
skills to perform the services outlined in this Agreement. NAPA shall provide
evidence of certificates or any other special training of personnel responsible for
performing services outlined in this Agreement. All NAPA personnel shall obtain
at least one (1) ASE Parts Pl or P2 Certification within nine (9) months from the
Effective Date. In the event that CUSTOMER for any reason wishes to remove
or replace any of the NAPA personnel in the On Site Store(s), the parties will
attempt to resolve CUSTOMER's request by mutual agreement.
11. Choice of Law. Section 25 of the Agreement is hereby deleted in its entirety and
replaced with the following:
"25. CHOICE OF LAW, JURISDICTION, VENUE. This Agreement shall be
construed and interpreted under the laws of the State of Texas, and jurisdiction and
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venue for any cause of action shall be in Denton County, Texas."
12. Citv of Denton Standard Terms and Conditions. The Agreement is hereby amended
to add a new Section 31 as follows:
"31. CUSTOMER STANDARD TERMS AND CONDITIONS. The City of
Denton Standard Purchase Terms and Conditions are attached hereto as Exhibit G(the
"CUSTOMER Terms and Conditions"). In the event of a conflict between any of the
terms set forth in this Agreement and the CUSTOMER Terms and Conditions, the
CUSTOMER Terms and Conditions shall control. In the CUSTOMER Terms and
Conditions, NAPA shall be referred to as "Contractor" or "Supplier", and CUSTOMER
shall be referred to as the "City" or `Buyer"."
13. Conflict. Except as hereby amended, the Agreement shall remain unchanged in full
force and effect, and the Agreement remains enforceable against each of the parties and is hereby rati�ed
and acknowledged by each of the parties. If there is any conflict between the terms and provisions of the
Agreement and the terms and provisions of this Amendment, this Amendment shall control.
14. Counternarts. This Amendment may be executed in one or more counterparts and each
counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together
constitute but one and the same instrument.
15. Prohibition on Contracts with Companies Boycotting Israei. Supplier acknowledges
that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering
into a contract with a company for goods or services unless the contract contains a written verification
from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in
Section 808.001 of the Texas Government Code. By signing this agreement, Supplier certifies that
Supplier's signaiure provides written verification to the City that Supplier: (1) does not boycott Israel;
and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the
requirements under this provision will be considered a material breach.
16. Prohibition on Contracts With Companies Doing Business with Iran, Sudan, or a
Foreign Terrorist Organization. Section 2252 of the Texas Government Code restricts CITY from
contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By
signing this agreement, Supplier certifies that Supplier's signature provides written verificaiion to the
City that Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not
become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a
foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be
considered a material breach.
[Signatures Appear on Next Page]
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IN WITNESS WHEREOF, the parties hereto cause their hands and seals to be affixed by their
duly-authorized representatives effective as of the date and year first above written.
NAPA:
GENUINE PARTS COMPANY
DocuSigned by:
�� ����
By� ,.OA3ZF_A,=7F�InnG
Name: stu Kambury
TltlO: DVP
CUSTOMER:
CITY OF DENTON
DocuSigned by:
��� �����
By' �Pn'�6C'�1£�$FJ&5�...
Name: Todd Hi 1 eman
Title: City Manager
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EXHIBIT D
ASSIGNMENT
See attached.
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ASSIGNMENT
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which are hereby acknowledged, GENUINE PARTS COMPANY, a Georgia corporation
(hereinafter "Assignor"), hereby assigns, transfers, sets over and delivers to [JOBBER/POP,
(hereinafter "Assignee"), all of Assignor's rights, obligations and
interest, including any options to renew or extend the contract term, in those certain location(s)
as set forth below, as governed by the Integrated Supply Agreement dated by and between
Genuine Parts Company and _[CUSTOMER] (the "Integrated Supply
Agreement").
Location(s):
Assignee hereby accepts the assignment of the Integrated Supply Agreement, agrees to
provide the services and perform all other obligations required to be performed by "NAPA" in
said Integrated Supply Agreement at the times and in the manner set forth in said Integrated
Supply Agreement, and shall be bound by all other terms, covenants and conditions of said
Integrated Supply Agreement with regard to the location(s) set forth above, all with the same
force and effect as if Assignee were originally named as "NAPA" therein.
CTTY OF DENTON hereby consents to the above assignment of the Integrated Supply
Agreement on the terms set forth herein.
The parties hereto agree that the assignment as set forth herein shall be effective as of
midnight on
IN WITNESS WHEREOF, the undersigned have set their hands this day of
, 20
ASSIGNOR:
ASSIGNEE:
GENUINE PARTS COMPANY [JOBBER/POP]
By: _
Name:
Its:
Agreed and acknowledged:
CITY OF DENTON
By: _
Name:
Its:
Sourcewell Contract
By: _
Name:
Its:
DocuSign Envelope ID: 68EBD19D-1638-471 E-BADF-F888A81056DC
EXHIBIT E
SOURCEWELL CONTRACT
On file at the purchasing agent office.
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EXHIBIT F
INSURANCE REQUIREMENTS
See attached.
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INSURANCE REQUIREMENTS AND WORKERS' COMPENSENTATION
REQUIREMENTS
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
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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.
• 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.
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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.
[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
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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
on an "occurrence" 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.
[ ] 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
The Contractor shall provide coverage for Rigger's Liability. Said
coverage may be provided by a Rigger's Liability endorsement on the
existing CGL coverage; through and Installation Floater covering rigging
contractors; or through ISO form IH 00 91 12 11, Rigger's Liability
Coverage form. Said coverage shall mirror the limits provided by the
CGL coverage
[ ] Commercial Crime
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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 be written
on a"blanket" basis to cover all employees, 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
0 Workers' Compensation Coverage for Building or Construction Projects for 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 (TWCG81,
TWCG82, TWCG83, or TWCG84), 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
Contractorproviding 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 certi�cate of coverage with the governmental entity showing that coverage has been
extended.
E. The contractor shall obtain from each person providing services on a proj ect, 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
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showing extension of coverage, if the coverage period shown on the current
certificate of coverage ends during the duration of the proj ect.
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 ha�e known, of any change
that materially affects the provision of coverage of any person providing services on the
proj ect.
H. The contractor shall post on each proj ect 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.
L The contractor shall contractually require each person with whom it contracts to provide
services on aproject, 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 proj ect, 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 proj ect;
4. obtain from each other person with whom it contracts, and provide to the contractor:
a. a certificate of coverage, prior to the other person beginning work on the proj ect; 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 proj ect;
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 ha�e 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.
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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. The contractor's failure to comply with any of these provisions is a breach of 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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. . : �
CITY OF DENTON STANDARD PURCHASE TERMS AND CONDITIONS
See attached.
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Standard Purchase Terms and Conditions
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, 1 l, 22 and 32 shall apply only to a solicitation to purchase services to be performed
principally at the City's premises or on public rights-of-way.
l. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all
deliverables described in the Solicitation and in the Contractor's Offer 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
Contractor's name and address, (b) the City's name, address and purchase order or purchase release
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.
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, speciaUcustom 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 rej ect defective or non-conforming deliverables. If the City
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has the right to inspect the Contractor's, or the Contractor's Subcontractor's, facilities, or the
deliverables at the Contractor's, or the Contractor's Subcontractor's, premises, the Contractor shall
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 itself as to the nature of the City's service requirements and
specifications, 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 performance of the Contractor's
obligations under the contract. The Contractor 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,
City Staff, participants and others on or near the City's facilities.
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.
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
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will perform any labor or services under the Contract and the Illegal Immigration Reform and
Immigrant Responsibility Act of 1996 ("IIRIRA) enacted on September 30, 1996.
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 arising from the breach of the Contractor's
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 applicable, the Department's Name, and
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, shall be attached to the invoice. The Contractor's name, remittance
address and, if applicable, the tax identification number on the invoice must exactly match the
information in the Vendor's registration with the City. Unless otherwise instructed in writing, the
City may rely on the remittance address specified on the Contractor's invoice.
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.
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
of the City's receipt of the deliverables or of the invoice being 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
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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.
The City's payment obligations are payable only and solely from 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 tra�el, 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 tra�eling 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
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
terms of any warranty specified herein, (4) arising from the Contractor's continuing obligations
under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising
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under the City's right to audit; and ii. a waiver of all claims by the Contractor against the City
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
and shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the
terms "books", "records", "documents" and "other evidence", as used above, shall be construed to
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 except as provided in the Contractor's Plan. The Contractor shall not substitute
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
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
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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 parties agree that the term `Subcontractors' as used
herein 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
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
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Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery
of the breach warranty, but failure to give timely notice shall not impair the City's rights under
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
question the other party's intent to perform, demand may be made to the other party for written
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
Contractor's Offer, or in any report or deliverable required to be submitted by the Contractor to
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 parry shall
have the right to terminate the Contract for cause, by written notice effective ten (10) calendar
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
party's reasonable satisfaction that such default does not, in fact, exist. Either parry 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
Contractor, the City may remove the Contractor from the City's vendor list for three (3) years and
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 (90) calendar days' prior
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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 parry 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 properry of
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, the
Contractor's 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
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THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE
PERFORMANCE OF THE CONTRACTOR' S OBLIGATIONS UNDER 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 �rm 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.
ii. The Contractor shall provide Certificates of Insurance with the coverage's and
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 subj ect 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
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.
v. The Contractor's and all subcontractors' insurance coverage shall be written by
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
will accept workers' compensation coverage written by the Texas Workers' Compensation
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:
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City of Denton
Materials Management Department
901B Texas Street
Denton, Texas 76209
vii. The "other" insurance clause shall not apply to the City where the City is an additional
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.
xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days' written
notice of erosion of the aggregate limits below occurrence limits for all applicable
coverage's indicated within the Contract.
xiv. The insurance coverage's specified in within the solicitation and requirements are
required minimums and are not intended to limit the responsibility or liability of the
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
Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to 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.
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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, telefaY, or
other commercially accepted means. Notices to the Contractor shall be sentto the address specified
in the Contractor's Offer, or at such other address as aparty may notify the other in writing. Notices
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
require access to certain of the City's and/or its licensors' confidential information (including
inventions, employee information, trade secrets, confidential know-how, confidential business
information, and other information which the City or its licensors consider confidential)
(collectively, "Confidential Information"). Contractor acknowledges and agrees that the
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, 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.
Sourcewell Contract
DocuSign Envelope ID: 68EBD19D-1638-471 E-BADF-F888A81056DC
40. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior
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 fa�orable 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
Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of
Interest Questionnaire.
44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an
employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall 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 t�, withholding, social security taxes, vacation or sick lea�e benefits,
worker's compensation, or any other City employee benefit. The City shall not have supervision and
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
Sourcewell Contract
DocuSign Envelope ID: 68EBD19D-1638-471 E-BADF-F888A81056DC
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 parry 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 parry
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 subj ect 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
Sourcewell Contract
DocuSign Envelope ID: 68EBD19D-1638-471 E-BADF-F888A81056DC
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 will share the mediator's fees equally and the parties will bear their own costs of
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 l, 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 followin holida s are observed by the City:
New Year's Day (observed)
MLK Day
Memorial Day
4�h of July
Labor Day
Thanksgiving Day
Day After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed)
New Year's Dav (observedl
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 approved by 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.
Sourcewell Contract
DocuSign Envelope ID: 68EBD19D-1638-471 E-BADF-F888A81056DC
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: No Offeror, or Offeror's agent, shall engage in any
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: No Offeror, or Offeror's agent, shall
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.
58. 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.
59. 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 taYes will be passed on to the City
and included in the Corporate Allocation Expenses for reimbursement.
60. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as
defined by the United States Department of Labor Da�is-Bacon Wage Determination at
htt�://www.dol.gov/whd/contracts/dbra.htm and atthe Wage Determinations website www.wdol.gov
for Denton County, Texas (WD-2509).
61. 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.
62. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-
site compliance with the Federal TaY 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
Sourcewell Contract
DocuSign Envelope ID: 68EBD19D-1638-471 E-BADF-F888A81056DC
coverage and standard Workers' Compensation insurance coverage. Respondent shall ensure
compliance with 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.
63. 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.
64. 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.
65. 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 circumstances causing the non-performance or delay in
performance.
66. 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
delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under
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.
67. 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.
Sourcewell Contract
DocuSign Envelope ID: 68EBD19D-1638-471 E-BADF-F888A81056DC
68. 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.
Sourcewell Contract
DocuSign Envelope ID: 68EBD19D-1638-471 E-BADF-F888A81056DC
Exhibit H
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The
law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties
(Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has
adopted rules requiring the business entity to file Form 1295 electronically with the Commission.
Contractor wili be required to furnish a Certificate of Interest Parties before the contract is awarded, in
accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at : htt�s://www.ethics.state.�.us/whatsnew/elf info_form1295.htm
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Complete and sign the Form 1295
6. Email the form to purchasin�(a�cityofdenton.com with the contract number in the subj ect line. (EX: Contract 1234 —
Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a
Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission's website within seven business days.
Sourcewell Contract
DocuSign Envelope ID: 68EBD19D-1638-471 E-BADF-F888A81056DC
J. . :
SAMPLE PROFIT AND LOSS STATEMENT
See attached.
Sourcewell Contract
DocuSign Envelope ID: 68EBD19D-1638-471 E-BADF-F888A81056DC
INVOICE
Genuine Parts Co
dba- NAPA Auto Parts
635 Freeaort Parkway
Co�pell Texas 75019
IBS Operational Expense Invoice
Sold to: City of Denton IBS
Date : October 15, 2019
Invoice No: 471 1909
Account #: City of Denton Bill Back Ac �„t „�„
Descriation of Billing_ �"""°
,���� �
Sep-19 OPERATIONAL EXPENSE FOR PARTS DEPARTMENT $ 59,854
Note:
Remit payments to:
Sourcewell Contract
See attached Summary detail
Genuine Parts Company
dba- NAPA Auto Parts
P.O. Box 848033
Dallas TX 75284-8033
DocuSign Envelope ID: 68EBD19D-1638-471 E-BADF-F888A81056DC
IBS Expense Summary
Disclaimer- Individual Line item values stated in dollars,Section totals rounded to dollars from original
values
Cityof Denton IBS CURRENT %TO
Sep-19 MONTH SALES
Customer Part Purchases $281,188.42 100.00%
Cost of Goods to NAPA $281,542.30 100.13°�
Gross Markup Margin ��"�!�"�.����� -0.13%
Management/Admin Expenses (Corporate Allocations) $3,514.85 1.25%
Manager/CounterSalaries $18,283.16 6.50%
Employee Pension/401K $1,265.35 0.45%
Group Insurance/BenefitsOther $2,246.47 0.80%
Workers Comp Insurance $0.00 0.00%
Payroll Taxes(Fed, State, Local) $1,334.31 0.47%
Total IBS Payroll Expenses $23,129.29 8.23%
DeliveryTruck Insurance $355.20 0.13%
Delivery Maintenance/Gas I n $824.60 0.29%
Truck Payment „ � u„���:�
�� $100.00 0.04%
Store Expenses "' � �°� '��� $298.15 -0.11%
Computers and Suppor �, t $627.48 0.22%
ivaom �� �
Taxes - Not Income $1,018.09 0.36°�
Freight and Postage $1,044.80 -0.73%
Insurance $433.97 0.15%
Training $35.00 0.01%
Total IBS Misc Expenses $4,737.29 0.37%
Total Expenses $31,381.43 9.85%
Gross Margin Less Expenses ��"�:�w�"�!�."�:�� -9.98%
MiscellaneousAdjustments $0.00 0.00%
IBS Management Fee $59,854.15 19.73%
NAPA Return on Investment $28,118.84 10.00%
SOLTRCEWELL CONTRACT
DocuSign Envelope ID: 68EBD19D-1638-471 E-BADF-F888A81056DC
Exhibit �
CONFLICT OF INTEREST QUESTIONNAIRE -
For vendor or other person doina business with local aovernmental enti
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
FORM CIQ
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. GENUINE PARTS COMPANY dba NAPA AUTO
PARTS
� Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business
day after the date on which you became aware that the oripinally filed questionnaire was incomplete or inaccurate.)
Name of local government officer about whom the information in this section is being disclosed.
Stu Kambury
Name of Officer
This section, (itenl3 including subparts A, B, C& D), nlust be conlpleted far each oiticer with whonl the vendor has an enlploynlent or other business relationship
as detined by Section 176.001(1-a), Local Governnlent Code. Attach additional pages to this Forn1 CIQ as necessary.
A. Is the local governnlent oiticer nanled in this section receiving ar likely to receive taxable inconle, other than investnlent inconle, fionl the vendor?
� Yes � No
B. Is the vendor receiving or likely to receive taxable inconle, other than investnlent inconle, fionl or at the direction of the local governnlent oiticer
nanled in this section AND the taxable inconle is not received fionl the local governnlental entity?
� Yes � No
C. Is the tiler of this questionnaire enlployed by a corparation ar other business entity with respect to which the local governnlent oiticer serves as an
oi�icer ar director, or holds an ownership of one percent or nlare?
� Yes � No
D. Describe each enlploynlent or business and fanlily relationship with the local governnlent oiticer nanled in this section.
None
X❑ I have no Conflict of Interest to disclose.
DocuSigned by:
�f�R�����v��A�f�doing business with the governnlental entity
12/31/2019
Date
Certificate Of Completion
Envelope Id: 68EBD19D1638471 EBADFF888A81056DC
Subject: Please DocuSign: City Council Contract 7136-Genuine Parts Company dba NAPA Auto Parts
Source Envelope:
Document Pages: 65 Signatures: 10
Certificate Pages: 6 Initials: 1
AutoNav: Enabled
Envelopeld Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
Record Tracking
Status: Original
12/31/2019 2:04:39 PM
Signer Events
Crystal Westbrook
crystal.westbrook@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori. hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Mack Reinwand
mack.reinwand@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Stu Kambury
skambury@yahoo.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 12/31/2019 3:54:53 PM
ID: 1 ad3979f-df20-4c1 b-8fef-65935e5e9ec6
Holder: Crystal Westbrook
crystal.westbrook@cityofdenton.com
Signature
COmpleted
Using IPAddress: 129.120.6.150
���
Signature Adoption: Pre-selected Style
Using IPAddress: 129.120.6.150
CDocuSigned by:
�n4�k- ��w.,��
7F9D328BF0204E5...
Signature Adoption: Pre-selected Style
Using IPAddress: 129.120.6.150
CDocuSigned by:
� ��
010A37EAF7E44�.
Signature Adoption: Pre-selected Style
Using IPAddress: 107.77.198.8
Signed using mobile
� �> � �,�
�
Status: Completed
Envelope Originator:
Crystal Westbrook
901 B Texas Street
Denton, TX 76209
crystal.westbrook@cityofdenton.com
IP Address: 129.120.6.150
Location: DocuSign
Timestamp
Sent: 12/31/2019 2:24:56 PM
Viewed: 12/31/2019 2:25:08 PM
Signed: 12/31/20192:26:19 PM
Sent: 12/31/2019 2:26:24 PM
Viewed: 12/31/2019 2:54:13 PM
Signed: 12/31/20192:55:08 PM
Sent: 12/31/2019 2:55:13 PM
Viewed: 12/31/2019 2:55:31 PM
Signed: 12/31/2019 3:05:55 PM
Sent: 12/31/2019 3:06:00 PM
Resent: 12/31/2019 3:15:14 PM
Viewed: 12/31/2019 3:54:53 PM
Signed: 12/31/2019 3:59:39 PM
Signer Events
ethan cox
ethan.cox@cityofdenton.com
Director of Public Works
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 8/7/2018 4:24:18 PM
ID:feebacc3-151e-47bb-af6d-be8889ffcb35
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Todd Hileman
Todd.Hileman@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 7/25/2017 11:02:14 AM
ID:57619fbf-2aec-4b1f-805d-6bd7d9966f21
Rosa Rios
rosa.rios@cityofdenton.com
City Secretary
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 1/28/2020 4:29:12 PM
ID:6b98bbfe-79a2-416a-9158-2fee3435ee9b
In Person Signer Events
Editor Delivery Events
Agent Delivery Events
Intermediary Delivery Events
Certified Delivery Events
Carbon Copy Events
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Signature
DocuSigned by:
CA� 9�� D7 .
Signature Adoption: Pre-selected Style
Using IPAddress: 129.120.6.150
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Using IPAddress: 129.120.6.150
�DocuSigned by:
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8776C7118AOD454...
Signature Adoption: Pre-selected Style
Using IPAddress: 107.77.197.132
Signed using mobile
CDocuSigned by:
� �:,a�
1C5CASCSE175493...
Signature Adoption: Pre-selected Style
Using IPAddress: 129.120.6.150
Signature
Status
Status
Status
Status
Status
Timestamp
Sent: 12/31/2019 3:59:45 PM
Viewed: 1/2/2020 9:48:18 AM
Signed: 1/2/2020 9:48:45 AM
Sent: 1/2/2020 9:48:51 AM
Viewed: 1/28/2020 4:00:12 PM
Signed: 1/28/2020 4:01:37 PM
Sent: 1/28/2020 4:01:41 PM
Viewed: 1/28/2020 4:19:26 PM
Signed: 1/28/2020 4:20:48 PM
Sent: 1/28/2020 4:20:52 PM
Viewed: 1/28/2020 4:29:12 PM
Signed: 1/28/2020 4:30:07 PM
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Sent: 12/31/2019 2:26:24 PM
Carbon Copy Events Status Timestamp
Not Offered via DocuSign
Sherri Thurman
sherri.thurman@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jane Richardson
jane.richardson@cityofdenton.com
Assistant City Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Zolaina Parker
Zolaina. Parker@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Terry Kader
terry.kader@cityofdenton.com
Fleet Services Superintendent
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events
Notary Events
Envelope Summary Events
Envelope Sent
Certified Delivered
Signing Complete
Completed
� ■ '' � `
� ■ '' � `
Signature
Signature
Status
Hashed/Encrypted
Security Checked
Security Checked
Security Checked
Sent: 1/2/2020 9:48:51 AM
Sent: 1/28/2020 4:01:41 PM
Viewed: 1/28/2020 4:06:08 PM
EYa'ii i�i If ��:1f ���Y��i ! NS I C S■� JI I
Sent: 1/28/2020 4:30:11 PM
Viewed: 1/29/2020 7:12:49 AM
Timestamp
Timestamp
Timestamps
1/28/2020 4:30:11 PM
1/28/2020 4:30:11 PM
1/28/2020 4:30:11 PM
1/28/2020 4:30:11 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Stu Kambury, ethan cox, Todd Hileman, Rosa Rios
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your pocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your pocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a$0.00 per-page fee. You may
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 pocuSign 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: purchasing@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 melissa.kraft@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 pocuSign 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 purchasing@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 pocuSign 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 purchasing@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..
Re uired hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Ex lorer 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
rox 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.