2005-287
ORDINANCE NO. /!;tJtJ5181
AN ORDINANCE ACCEPTING COMPETITIVE BIDS BY WAY OF AN INTERLOCAL
COOPERATIVE PURCHASING PROGRAM PARTICIPATION AGREEMENT WITH THE
DALLAS INDEPENDENT SCHOOL DISTRICT UNDER SECTION 271.102 OF THE
LOCAL GOVERNMENT CODE, FOR THE PURCHASE OF PRODUCTS AND SERVICES
FOR AN ONSITE VEHICLE PARTS FACILITY; PROVIDING FOR THE EXPENDITURE
OF FUNDS THEREFORE; AND PROVIDING AN EFFECTIVE DATE (FILE 3405-
INTERLOCAL AGREEMENT FOR THE PURCHASE OF PRODUCTS AND SERVICES
FOR AN ONSITE VEHICLE PARTS FACILITY WITH THE DALLAS INDEPENDENT
SCHOOL DISTRICT, CONTRACT AWARDED TO GENUINE PARTS COMPANY IN THE
ESTIMATED AMOUNT OF $839,946).
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager, or his designee is hereby authorized to purchase
products and services for an onsite vehicle parts facility in the estimated amount of $839,946
from Genuine Parts Company under competitive bids received by the Dallas Independent School
District in accordance with an Interlocal Cooperative Purchasing Program Participation
Agreement under Section 271. I 02 of the Local Government Code which is on file in the office
of the Purchasing Agent.
SECTION 2. The City Manager, or his designee is authorized to expend funds pursuant
to the agreement for the purchase of various goods and services.
SECTION 3. This Ordinance shall become effective immediately upon its passage and
approvaL
PASSED AND APPROVED this the r9/Ja. day of er/~1I;1/J1.j1tA)
,2005.
C~~cL
EULlNE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: CjalllfidJIU!iJMr(J-'A!;,
APPROVED AS TO LEGAL FORM:
EDWINM. SN . R, CITY ATTORNEY
BY:
4-0RD-File 3405
MASTER AGREEMENT FOR PRODUCTS AND SERVICES
BETWEEN CITY OF DENTlON
AND
GENUINE PARTS COMPANY
This Master Agreement for Products and Services ("Agreement") is between Genuine Parts Company ("Contractor"
or "NAPA") and City of Denton ( "City") and shall be effective beginning ~~~';I2005. This Agreement
consists of the terms and conditions on pages I through 30 and such Customized Supplemental Services Agreements
as may hereinafter be agreed between the parties. The parties agree that the terms and conditions of this Agreement
shall govern any Customized Supplemental Services Agreements, unless specifically modified as provided herein..
The parties further agree that the City shall have no obligation to enter any Customized Supplemental Services
Agreement nor to agree to any particular level of expenditure.
RECITALS
WHEREAS, the Contractor has experience and expertise in providing products and services for an on-site
parts facility; and.
WHEREAS, City and the Contractor desire to enter into an arrangement for providing an on-site vehicle
and equipment maintenance parts facility, and
WHEREAS, Contractor represents itself able and, for consideration, willing to provide the services and
products at the price and terms set forth in the Management Summary/Scope of Services and perform the services
required by the City;
NOW, THEREFORE, for and in consideration of the promises hereinafter contained, the parties agree as
follows:
I. RELATIONSHIP AND AUTHORITY.
a. Contractual Relationshio. The City and Contractor agree that Contractor shall be subject to all
policies, rules and regulations of the City to the extent as applicable to Contractor's performance under this
Agreement or to like contractors generally. Contractor also agrees that Contractor in the provision of goods or the
administration of services pursuant to any grant or contract awarded to the City shall be considered a sub grantee or
subcontractor of the City subject to the same conditions, assurances, and approvals as the City pursuant to .the
applicable grant or contract.
b. Authority. The laws of the State of Texas and any federal laws applicable to the City govern this
Agreement. Contractor specifically agrees to also be bound by these laws and any court orders imposed upon the
City in like manner as the City insofar as those court orders apply to services provided by Contractor pursuant to this
Agreement. Contractor shall have the power and authority, consistent with the limitations herein, to take such
actions as may be necessary or desirable to properly and efficiently provide the goods and services provided for
herein.
2. A V AILABILlTY OF FUNDS AND BUDGET AND FISCAL PROVISION AND TERMINATION IN
THE EVENT OF NON-APPROPRIA TlON.
PAGE I of30
a. This Agreement is subject to the budget and fiscal policies, regulations and practices of the City.
Any financial commitment on the part of the City contained in this Agreement is subject to annual appropriation by
the Board and the parties agree that the City has no financial obligations under this Agreement other than for the
current fiscal year at any point during the Term and that the City has not irrevocably pledged and held for payment
sufficient cash reserves for funding Contractor or for providing the services described herein for the entire Term of
this Agreement; provided however, that nothing in this section shall excuse the City from payment for products
shipped or services rendered prior to such termination for non-appropriation.
b. The amount of the City's obligation hereunder shall not at any time exceed the amount herein
stated.
c. The City has no obligation to renew this Agreement after expiration of its term. If funds are
appropriated for a portion of a fiscal year, this Agreement will terminate, without penalty, at the end of the term for
which funds are appropriated.
d. This section controls against any and all other provisions of this Agreement.
3. TERM OF THE AGREEMENT
The Agreement shall become effective, ~ ~ . 2005, and shall continue for a period of three
(3) years; and, may be renewed at the option of the City with Contractor's mutual consent for two successive one-
year terms, provided that the City shall give written notice of its intention to renew not later than sixty (60) days prior
to the end of the then current contract year.
4. SCOPE OF SERVICES
The Contractor shall deliver services as described in Exhibit A - Management Summary/Scope of Services.
5. SOFTWARE LICENSES
Refer to Exhibit B.
6. COM PENS A TlON
The Contractor shall be paid in accordance with Exhibit C attached hereto. Requests for compensation
shall be invoiced, complete with a breakdown of charges and receipts as applicable. The City shall make payments
by check within 30 days of receipt of invoice. The total amount of money to be paid to the Contractor annually
under this Agreement shall not exceed the total amount budgeted by the City. The City shall promptly notify
Contractor when aggregate purchases by the City are approaching the total budgeted amount, and shall not place
orders for goods after that amount has been reached. Any goods delivered or work performed in excess of said
amount shall not be compensated unless authorized by an authorized official of the City in writing. Interest, if any,
to be paid on past due sums shall be governed by and paid in accordance ruth applicable city statutes. The City's tax
exemption certificate, attached as Exhibit D, shall apply to all orders placed by and for the City pursuant to this
Agreement.
7. REPRESENTATIONS AND WARRANTIES
Contractor represents and covenants that it has the ability to perform the services required under this
Agreement and that it will provide suitable and adequate resources to perform the work according to the description
of the services. Contractor represents and covenants that it shall furnish its professional skill and judgment with due
PAGE 2 of30
care in accordance with the accepted standards of performance for those engaged in similar work in the State of
Texas.
Further warranty information regarding the goods is outlined in Exhibit A- Management Summary/Scope of
Services.
8. TERMINATION
a. Eilher party may terminate this Agreement without cause at any time by giving thirty (30) days written
notice of such termination. In such an instance, the Contractor shall be entitled to compensation for goods delivered
or services performed up to the effective date of termination.
b. The City shall retain the continuing right to terminate this Agreement without penalty at the end of each
fiscal year.
c. Upon receipt of written notice that this Agreement is terminated, the Contractor will submit an invoice to
the City for an amount that represents the value of goods delivered and services actually performed up to the date of
termination for which the Contractor has not previously been compensated as per paragraph 6 above. For goods or
services for which the City agreed to pay on a paymenl schedule, invoices for payments due shall be submitted at the
agreed upon time. Upon approval and payment of this/these invoice(s) by lhe City, the City shall be under no further
obligation to the Contractor, monetarily or otherwise.
9. JNDEPENDENT CONTRACTOR
The Contractor shall be deemed at all times to be an independent contractor and shall be wholly responsible
for the manner in which it performs the services required of it by the terms of this Agreement The Contractor shall
be liable for any act or acts of its own, or its agents or employees, and nothing contained herein shall be construed as
creating the relalionship of employer and employee between the City and the Contractor or its agents and empdlyees.
10. MODTF1CAT10NOF AGREEMENT
The parties may amend this Agreement in writing by mutual consent Changes, including any increase or
decrease in the amount of the Contractor's compensation, shall only be effective upon the execution of a duly
authorized written amendment to this Agreement.
I L ASSIGNMENT AND SUBCONTRACTING
The Contractor is prohibited from assigning this Agreement or any services provided pursuant to this
Agreement unless such assignment is agreed to in writing by the City, at the sole discretion of the City, and executed
in the same manner as this Agreement. In the event Contractor elects to subcontract a portion of the services
provided under this Agreement, Contraclor shall request approval of the subcontractor from the City and the City
shall approve or reject such request within sixty (60) days. Ifthe City does not approve or reject such request within
sixty (60) days, Contractor's request to utilize the applicable subcontractor shall be deemed approved. No party on
lhe basis of this Agreement shall in any way contract on behalf of or in the name of the other party of this
Agreement, and violation of this provision shall confer no rights on any party and shall be void.
12. ADMINISTRATIVE REMEDY FOR AGREEMENT INTERPRETATION
PAGE 3 of30
In consideration of this Agreement, Contractor agrees that, prior to pursuing any other remedy, it will first
obtain a determination by the City as to the true meaning and intent of the Agreement.
13. BANKRUPTCY
In the event that either party shall cease conducting business in the normal course, become insolvent, make
a general assignment for the benefit of creditors, suffer or permit the appointment of a receiver for its business or
assets or shall avail itself of, or become subject to, any proceeding under the Federal Bankruptcy Act or any other
statute of any state relating to insolvency or the protection of rights of creditors, then at the option of the other party,
this Agreement shall terminate and be of no further force and effect, and any property or rights of such other party,
tangible or intangible, shall forthwith be returned to it.
9. CONFLICT OF INTEREST AND COMMUNICA nONS
Contractor understands and certifies that it does not know of any facts relating to the award of this
Agreement thaI would con"itute a violalion of Texas Local Govemmenl Code Section 171.004.
In accordance with Board Policy CHE (Local) and any successor policy, Contractor also hereby certifies to
the best of its knowledge and belief that no current Board member or employee of the City, and no one who has been
a Board member within the last five (5) years or an employee of the City within the lasl two (2) years, has
participated in bidding, selling or promoting this Agreement. Furthermore, Contractor certifies to the best of its
knowledge and belief that no such current or former Board member or employee will derive any pecuniary interest,
compensation or services, directly or indirectly, from this Agreement. Contractor understands that notwithstanding
any provision of law to the contrary any violation of this provision of the Agreement shall make the Agreement
voidable by the City.
During the term of this Agreement Contractor shall not communicate with individual members of City's
Board with regard to this Agreement. Should Contractor deem it necessary to communicate with the Board, with
regard to this Agreement, such communication shall be in writing to all members of the Board, with a
contemporaneous copy to the General Superintendent.
15. INDEMNIFICATION
CONTRACTOR COVENANTS AND AGREES TO FULLY INDEMNIFY, DEFEND AND
HOLD HARMLESS THE CITY AND ITS TRUSTEES, MEMBERS, AGENTS, EMPLOYEES, OFFICERS,
DIRECTORS AND REPRESENTATIVES OF THE CITY, INDIVIDUALLY OR COLLECTIVELY, FROM
AND AGAINST ANY AND ALL COSTS, CLAIMS, LIENS, DAMAGES, LOSSES, EXPENSES, FEES,
FINES, PENALTIES, PROCEEDINGS, ACTIONS, DEMANDS, CAUSES OF ACTION, LIABILITY AND
SUITS OF ANY KIND AND NATURE, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY OR
DEATH AND PROPERTY DAMAGE, MADE UPON CITY DIRECTLY ARISING OUT OF, RESULTING
FROM OR RELATED TO CONTRACTOR'S NEGLIGENT PERFORMANCE OF THIS AGREEMENT,
INCLUDING ANY NEGLIGENT ACTS OR OMISSIONS OF CONTRACTOR, ANY AGENT, OFFICER,
DIRECTOR, REPRESENTATIVE, EMPLOYEE, CONTRACTOR OR SUBCONTRACTOR OF
CONTRACTOR AND THEIR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS AND
REPRESENTATlYES WHILE IN THE EXERCISE OF PERFORMANCE OF THE RIGHTS OR DUTIES
PAGE 4 000
UNDER THIS AGREEMENT. THIS OBLIGATION SHALL NOT APPLY TO THE EXTENT SUCH
CLAIMS, COSTS, DAMAGES OR LOSSES ARE CAUSED BY THE NEGLIGENCE OR INTENTIONAL
MISCONDUCT OF THE CITY OR ITS EMPLOYEES. CONTRACTOR SHALL PROMPTLY ADVISE
THE CITY IN WRITING OF ANY CLAIM OR DEMAND AGAINST THE CITY OR CONTRACTOR
KNOWN TO CONTRACTOR RELATED TO OR ARISING OUT OF CONTRACTOR'S NEGLIGENT
PERFORMANCE OF THIS AGREEMENT AND SHALL SEE TO THE INVESTIGATION OF AND
DEFENSE OF SUCH CLAIM OR DEMAND AT CONTRACTOR'S COST. THE CITY SHALL HAVE
THE RIGHT, AT ITS OPTION AND AT ITS OWN EXPENSE, TO PARTICIPATE IN SUCH DEFENSE
WITHOUT RELIEVING CONTRACTOR OF ANY OF ITS OBLIGATIONS UNDER THIS PARAGRAPH.
16. INSURANCE
Contractor will not be issued a Purchase Order and I or this Agreement shall not be in effect until evidence of the
required insurance is provided. All payments and certificates of insurance must be submitted with tns Agreement.
16.1 CLASSES OF RlSK
(1) General Requirements. The Contractor must maintain the type and amounts of insurance required
in this contract throughout the term of the agreement. Contractor must provide a Certificate of
Insurance evidencing the required coverage types and amounts before the Contract is signed. All
policies are subject to examination and approval by the City's Risk Manager for their adequacy.
The City may terminate this contract if the Contractor fails to comply with all insurance
requirements.
Insurance naming the City as additional insured must be primary insurance and not contributing
with any other insurance available to the City, under any third party liability policy.
(2) Additional Requirements:
The required liability insurances and their certificates must:
(a) Name the City as an additional insured for operations under this contract.
(b) Provide for 30 days advance written notice of cancellation or material change.
(3) Tvpes And Amounts of Insurance:
The following insurance is required under this contract:
~
Workersl Compensation
Employer's Liability
(Where required by law)
Amount
Statutory
$100,000 per occurrence
Business Automobile Liability
to include coverage for:
. Owned/Leased Autos
. Non-Owned Aulos
. Hired Cars
$500,000 combined single
limit for bodily injury
and property damage
(per occurrence)
General Liability
Bodily Injury
PAGE 5 of30
including but not limited to:
. Premises/Operations
. Independent Contractors
. Products/Completed Operations
. Contractual Liability
$250,000 per person
$500,000 per occurrence
Property Damage
$250,000 per occurrence
OR
(Insuring above
indemnity) $500,000
combined single limit for
bodily injury and property
damage (per occurrence)
16.2 INDEPENDENT CONTRACTOR STATUS
Contractor recognizes that it is engaged as an independent contractor and acknowledges that the City will have
no responsibility to provide transportation, insurance or other fringe benefits nonnally associated with
employee status. Contractor, in accordance with its status as an independent contractor, covenants and agrees
that it shall conduct itself consistent with such status, that it will neither hold itself out as nor claim to be an
officer, partner, employee or agent of the City by reason hereof, and that it will not by reason hereof make any
claim, demand or application to or for any right or privilege applicable to an officer, partner, employee or agent
of the City, including, but not limited to, lU1employment insurance benefits, social security coverage or
retirement benefits. Contractor hereby agrees to make its own arrangements for any of such benefits as it may
desire and agrees that it is responsible for all income taxes required by applicable law.
16.3 COMPLIANCE WITH LA WS
In the execution of the Agreement, the Contractor must comply with all applicable State and Federal laws,
including but not limited to laws concerned with labor, environment, equal employment opportunity, safety and
minimum wages. The Contractor shall make itself familiar with and at all times shall observe and comply with
all Fedenil, State and Local laws, ordinances and regulations which in any manner affect the conduct of the
Work, and shall indemnifY and save hann1ess the City and the Board and its official and/or contractual
representatives against any claim arising from violation of any such law, ordinance or regulation by itself or by
its subcontractors, or its employees. When requested, competent evidence of compliance with applicable laws
shall be furnished.
The Contractor shall cooperate with applicable city or other governmental officials at all times where their
jurisdiction prevails. The Contractor shall make application for any penn its and pennanent utilities, which
are required for the execution of the Agreement.
16.4 RlGHT TO AUDIT
At any time during the tenn of this Agreement and for a period of four (4) years thereafter the City or a duly
authorized audit representative of the City, or the State. of Texas, at its expense and at reasonable times,
reserves the right to audit Contractor's records and books directly relevant to all services provided under
PAGE 6 of30
this Contract For any such records requested by the City that Contractor maintains electronically,
Contractor shall provide such records to the City, but shall not be required to grant direct access (i.e.,
password protected 'access) to its proprietary computer systems to the City. In the event such an audit by
the City reveals any errors/overpayments by the City, the Contractor shall refund the City the full amount of
such overpayments within thirty (30) days of such audit [mdings, or the City, at its option, reserves the right
to deduct such amounts owing the City from any payments due the Contractor.
16.5 ACCESS TO DOCUMENTS
To the extent applicable to this procurement, in accordance with applicable Public Law, Contractor agrees
to aITow, during and for a period of not less than four (4) years after the Agreement term, access to this
Agreement and its books, documents, and records; and contracts between Contractor and its subcontractors
or related organizations, including books, documents and records relating to same, by the Comptroller
General of the United Slates, other govemmental investigative agency, or their duly aulhorized
representative(s), legally authorized to investigate alleged fraud, overcharge, or other diversion of funds
from a public school City receiving Federal and State public funds.
16.6 PROPOSAL GUARANTY BOND REOUIREMENTS
In submitting its Proposal, Contractor understands and agrees to be bound by the following tenns and
conditions:
A Proposal Guaranty Bond
. NOT REQUIRED
17. LIABILITY POLICIES
The form of all insurance policies required by Section 16 shall be subject to the approval of the City's Risk
Manager. Prior to the commencement date of this Agreement, Contractor shall deliver to the City certificates
confirming the required insurance. Contractor shall make available to City complete copies of the policies for the
City's review at Contractor's corporate offices. The Contractor, or its insurer, shall notify the City in writing at least
thirty (30) days in advance of any cancellation, non-renewal or reduction of any of its insurance policies required
lUlder this Agreement.
18. NON-DISCRIMINATION
Contractor shall at all times provide the services hereunder in compliance with all laws with respect to
discrimination. No person shall be subjected to discrimination on the grounds of race, color, religion, national
origin, sex, sexual orientation, age, marital status and/or mental disability, physical handicap, matriculation or
political affiliation. Contractor shall post notice of such non-discrimination in a conspicuous place.
19. PROPRIETARY INFORMATION OF CITY
PAGE 7 ono
The Contractor understands and agrees that, in its perfonnance under this Agreement or in contemplation
thereof, the Contractor may have access to private or confidential infonnation that may be owned or controlled by
the City and that such infonnation may contain proprietary details, the disclosure of which to third parties will be
damaging to the City, or its employees. The Contractor also understands and agrees lhat the disclosure of such
infonnation may violate state and/or federal law and may subject the Contractor to civil liability. Consequently,
Contractor agrees that all infonnation disclosed by the City to the Contractor shall be held in confidence and used
only in perfonnance of the Agreement. The Contractor shall exercise lhe same standard of care to prolect such
infonnation as is used to protect its own proprietary data.
20. THIRD PARTY INTELLECTUAL PROPERTY RIGHTS
The City warrants that it will not present to Contractor orders which involve the reproduction of materials
protected under copyright, patent and/or trademark law unless the City owns such rights, is an authorized agent of the .
owner of such rights or has permission to reproduce the materials. In addition, the City represents and warrants that
it will not use the provision of services by Contractor to the City to violate any law, infringe or violate any
intellectual property rights or other rights of third parties including, without limitation, committing any fraud,
violating any rights of publicity, rights of privacy, copyrights, trademarks, trade secrets and/or licenses, or patents.
The City grants Contractor pennission allowing authorized representatives designated by the City to reproduce the
City's copyright and trademark-protected materials without restriction for the tenn of this Agreement. Unless
specified otherwise by lhe City in writing, the City designates all of its employees as the City's authorized
representatives for purposes of this provision.
2L LIMITATION OF LIABILITY
In no event will either party be liable to the other for lost profits, special, incidental, punitive, consequential
or indirect damages (including lost profits) arising under this Agreement, whether based in contract, tort (including
negligence), intended conduct or otherwise, even if that party has been advised of the possibility of such damages.
The aggregate amount of any liability of Contractor for any claim(s) arising from or relating to this Agreement will
not exceed, in any event, the amount paid to Contractor under this Agreement for the performance of services during
the twelve (12) months immediately preceding the date on which the claim arose.
22. M/WBE PLAN
Contractor agrees to allocate work to subcontractors and vendors, which are historically underutilized businesses
in accordance with the Minority and Women Owned Business Enterprise (M/WBE) fonns and guidelines attached
hereto as Exhibit E. No changes to the Plan may be made unless approved in writing by the City. Contractor, prior
to the execution of this Ag~eement, shall report its M/WBE participation goal as a percent of the Contract Sum.
During the perfonnance of all Work under this Agreement, Contractor and its agents shall comply with all M/WBE
policies oflhe City. The infonnation shall be identified per finn, discipline and participation. While this Agreement
is in effect and until the expiration of one year after final completion, the City may require information from the
Contractor, and may conduct audits, to assure that the Plan is being, and was, followed. Contractor shall provide
City with quarterly reporting of its M/WBE utilization, or as requested by the M/WBE Department.. Genuine Parts
Company shall have thirty (30) days to comply with any request outside the nonnal quarterly reporting period.
PAGE 8 oDD
Should Contractor propose the deletion of a M/WBE classified/certified subcontractor or vendor from its
employ, the Contractor shall substitute a subcontractor or vendor of like classification/certification, and if Contractor
is unable to substitute a subcontractor or vendor of like classification, Contractor shall provide the City with
documentation orits best efforts to acquire the services of a MIWBE replacement firm. Changes to the list of
subcontractors must be reviewed and approved by the M/WBE Department prior to any changes. If the City does
not approve or reject such change within sixty (60) days, Contractor's change shall be deemed approved.
23. FELONY CONVICTION AND CRIMINAL BACKGROUND CHECK
Contractor must give advance notice to the City if the person or an owner or operator of the business entity
has been convicted of a felony. The notice must include a general description of the conduct resulting in the
conviction of a felony. The City may terminate this Agreement if the City determines that the person or business
entity failed to give notice as required by this paragraph or misrepresented the conduct resulting in the conviction.
This paragraph requiring advance notice does not apply to a publicly held corporation.
Contractor will obtain criminal history record information that relates to an employee, applicant for
employment, or agent of the Contractor if the employee, applicant, or agent has or will have continuing duties related
to the contracted services; and the duties are or will be performed on school property or at another location where
students are regularly present. Contractor shall certify to the City before beginning work and at no less than an
annual basis thereafter that criminal history record information has been obtained. Contractor shall assume all
expenses associated with the background checks, and shall immediately remove any employee or agent who was
convicted of a feiony, or misdemeanor involving moral turpitude, as defmed by Texas law, from City property.
Contractor's violation of this section shall constitute a material breach of the Agreement.
If Contractor is the person or owner or operator of the business entity, thaI individual may not self-certify
regarding the criminal history record information and its review, and must submit original evidence acceptable to the
City with this Agreement showing compliance,
24. ENTIRE AGREEMENT~
The following attached instruments are hereby made a part of this Agreement by this reference: Exhibits A,
B, C, D, E, F and G. These instruments together with this Agreement contain the entire Agreement between the
parties and no warranties, expressed or implied, representations, promises, or statements have been made by either
party unless endorsed herein in writing. To the extent there ~s any conflict the following order of precedence shall
govern: L) This Agreement, 2.) Provisions related to the City shall prevail over inconsistent general provisions,
terms and condilions, and 3.) Exhibils A, B, C, D, E, F and G. No change or waiver of any provision hereof shall be
valid unless made.in writing and executed in the same manner as this Agreement.
25. NO WAIVER OF IMMUNITIES
Neither the execulion of this Agreement by the City nor any other conduct of any representative of the City
relating to the Agreement shall be considered a waiver of governmental immunities available to the City.
26. CAPTIONS
The captions of paragraphs in this Agreement are for convenience only and shall not be considered or
referred to in resolving questions of interpretation or comtruction.
PAGE 9 000
27. GOVERNING LAW
This Agreement and all of the rights and obligations of the parties hereto and all of the tenns and conditions
hereof shall be construed, interpreted and applied in accordance wilh and governed by and enforced under the laws
of the State of Texas.
28. WAIVERS
No delay or omission by either of the parties hereto in exercising any right or power accruing upon the
uon-compliance or failure of perfonnance by the other party hereto of any of the provisions of this Agreement shall
impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of any
of the covenants, conditions or agreements hereof to be performed by the other party hereto shall not be construed to
be a waiver of any subsequent breach thereof or of any other covenant, condition or agreement herein contained.
29. SEVERABILITY
In case any provision hereof shall, for any reason, be held invalid or unenforceable in any respect, such
invalidity or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if
such invalid or unenforceable provision had not been included herein.
30. FAMILY CODE CHILD SUPPORT CERTIFICATION
By signing this Agreement, the undersigned certifies as follows: "Under Section 231.006, Texas Family
Code, the vendor or applicant certifies that the individual or business entity named in this contract, bid, or
application is not ineligible to receive the specified grant, loan, or payment and acknowledges that this Agreement
may be terminated and. payment may be withheld if this certification is inaccurate."
31. SALES TAX CERTIFICATION
By signing this Agreement, the undersigned certifies as follows: "Under Section 2155.004, Texas
Government Code, the AlE Finn(s) certifies that the individual or business entity named in this bid or Agreement is
not ineligible to receive the- specified Agreement and acknowledges that this Agreement may be tenninated and
payment withheld if this certification is inaccurate."
32. USE OF CITY'S MATERIALS
Contractor acknowledges and agrees that the City has an interest in maintaining and otherwise protecting
the image and repulation of the City of Denton official logo or emblem and any other trademarks, copyrighted or
otherwise protected materials of the City (hereinafter referred to as the "Owner's Protected Materials"), and that in
order to accomplish this purpose, the City must in all cases assure itself that the Owner's Protected Materials are at
all times used in a manner consistent with the City policies, administrative regulations, and this Agreement.
Contractor agrees that the City must, therefore, have the right to examine and to approve or disapprove such
use in writing in advance of use, the contents, appearance and presentation of any and all advertising, promotional or
other similar materials proposed by Contractor to be used in connection with any advertising or promotion utilizing
Owner's Protected Materials.
Contractor therefore agrees that it:
PAGE 10000
L Will not produce, publish or in any manner use or distribute any such advertising,
promotional or other materials prepared by or on behalf of the Contractor that have not
been submitted to and approved in writing in advance by the City;
2. Will submit to the City for its examination and approval or disapproval, in advance of
use, samples of such materials together with the script, text, coloring, storyboards and a
copy of any photograph proposed to be used.
3. The City agrees that it will promptly hereunder to Contractor examine and either approve
or disapprove each submission and promptly notify Contractor of its approval or
disapproval.
The City reserves the absolute right in its sole discretion to reject the content of any submission.
Contractor agrees thaI nothing contained in this Agreement shall give to the Contractor any right, title or
interest in the Owner's Protected Materials and that the Owner's Prote-cted Materials are, and are to' be, the sole
property of the City and that any and all use by the Contractor of the Owner's Protected Materials, and the goodwill
arising therefrom, shall inure to the benefit of the City.
33. AUDIT AND INSPECTION OF RECORDS
Records of Contractor's costs, reimbursable expenses pertaining to the work pursuant to the Agreement and
payments shall be available to the City or its authorized representative during business hours and shall be retained for
three years after final Payment or termination of the Agreement, unless the City otherwise instructs the Contractor in
writing.
At any time during the tenn of this Agreement and for a period offour (4) years thereafter the City or a duly
authorized audit representative of the City, or the State of Texas, at its expense and at reasonable times, reserves the
right to audit the Contractor's records and books directly relevant to all products and services provided under this
Agreement. For any such records requested by the City that Contractor maintains electronically, Contractor shall
provide such records to the City, but shall not be required to grant direct access (Le., password protected access) to
its proprietary computer systems to the City. In the event such an audit by the City reveals any errors/overpayments
by the City, lhe Conlractor shall refund the City the full amount of such overpaymenls within thirty (30) days of such
audit findings, or the City, at its option, reserves the right to deduct such amounts owing the City from any payments
due the Contractor.
To the extent applicable to this procuremenl, in accordance with applicable Public Law, the Contractor
agrees to allow, during and for a period of not less than four (4) years after the Agreement tenn, access to this
Agreement and its books, documents, and records; and contracts between Contractor and its subcontractors or
vendors or related organizations, including books, documents and records relating to same, by the Comptroller
General of the United States, other governmental investigative agency, or their duly authorized representative(s),
legally authorized to investigate alleged fraud, overcharge, or other diversion of funds from a City receiving Federal
and State public funds.
PAGE 11 of 30
34. DISPUTE RESOLUTION
Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to
non-binding mediation as a condition precedent to the institution of legal or equitable proceedings by either party.
The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in Denton, Texas.
Venue for any litigation involving rights or arising under this Ageement shall be Denton, Texas.
35. NOTICES TO THE PARTIES
All notices to be given by the parties hereto shall be in writing and served by depositing same in the United
Stales Post Office, postage prepaid and registered as follows:
TO CITY: City of Denton
Mike Ellis
804 Texas Street
Denton, TX 76249
TO THE CONTRACTOR:
Genuine Parts Company
Deon C. Rooks
3033 Military Parkway
Mesquite, Texas 7149
36. PERFORMANCE BOND
The Contractor, at its own expense, shall furnish the City a performance bond and a payment bond as
required by Chapter 2253, Public Work Performance And Payment Bonds, Texas Government Code, or its successor
ordinances covering the full performance of the Agreement and the payment of all obligations arising thereunder.
This Agreement shall not be in effect until such performance and payment bonds are furnished by the Contractor and
approved by the City.
36.1 A good and sufficient Performance Bond in the amount of 100% of the total amount proposed,
guaranteeing the full and faithful execution of lhe Services and performance of the Agreement in
accordance with this Agreement.
36.2 A good and sufficient Payment Bond in the amount of 100% of the total amount proposed,
guaranteeing the full and proper protection of all claimants supplying labor and material in the
prosecution of the Services provided for under the Agreement and for the use of each such claimant.
36.3 Each of the above-described bonds shall be executed by the Conttactor and one corporate Surety
authorized to do business in the State of Texas and acceptable to the City. The Surety shall designate
an agent resident in City of Denton, Texas, to whom any requisite notices may be delivered and on
whom service of process may be had in matters arising out of such suretyship. The Contractor shall
be required to absorb any and all costs of said Bonds.
36.4 Each of the above-described bonds shall be executed by the Contractor and one corporate Surety
authorized to do business in the State of Texas and acceptable to lhe City. The Surety shall designate
an agent resident in City of Denton, Texas, to whom any requisite notices may be delivered and on
whom service of process may be had in matters arising out of such suretyship. The Contractor shall be
required to absorb any and all costs of said Bonds.
PAGE 12 of30
37. INTERLOCAL AGREEMENT
Contractor understands and certifies that governments are authorized by the 1nterlocal Cooperation Act,
V.T.C.A. Government Code, Chapter 791, to enter into joint contracts and agreements for the pelfonnance of
governmental functions and services including administrative functions nonnally associated with the operation of
government such as purchasing of necessary materials and supplies.
Contractor agrees a local government that purchases goods and s6"vices under this agreement satisfies the
requirement of the local government to seek competitive bids for the purchase of the goods and services. Contractor
agrees to provide the goods and services under this agreement to participating governmcnts in aCIDrdance with the
1nterlocal Agreement Clause attached herelo as Attachment C.
PAGE 13 ono
IN WITNESS WHEREOF the parties hereto have executed this Agreement the year and date first above written.
CITY OF DENTON
215 East McKinney Street
Denton, Texas 7620 I
GENUINE PARTS COMPANY
3033 Military Parkway
Mesquite, Texas 75149
By:
Mike Conduff
By:
Lee Maher
(PRINT NAME OF C/71' REPRESENTATIVE)
(PRINT NAME OF PERSON SIGNING FOR CONTRACl(JR)
'gnalure and Date:
'(\,~ +- 1'1 J,OOS-
XJNTRACTOR REPRHSJ:NTATlVH SIGNA V/U:;
Title: City Manager
Title: Group Vice Pres. Midwest Div.
By: Tom Shaw
(PRINT NAME OF CITY REPRESENTATIVE)
~.and Date: ('{)
.~Vc~
Title: Purchasing Manager
By: Mike Ellis
(PRINT NAME OF CITY REPRESENTATIVE
~
Title: Fleet Manager
By:
1- VZ> .-6'--
PAGE 14 of30
EXHIBIT A
MANAGEMENT SUMMARY/SCOPE OF SERVICES
1. MANAGEMENT SUMMARY
Genuine Parts CompanylNAPA AulO Parts proposes to provide a complete In-House parts operation within the confmes of the City of
Denton Maintenance Facility. This operalion will include NAPA-owned inventory based primarily on the history file of the existing
stock and vehicles in fleet; however, it will be modified where more coverage and less depth can be maintained. NAPA will provide
the personnel and management to properly staff the location(s). The number of people and/or scheduling will be mutually agreed upon
between the parties.
The onsite parts operation would be able to provide the following services:
. A balanced inventory tailored to the City maintenance and fleet needs.
. Access to the- area's largest inventory of automotive and heavy-duty replacement parts, paint, supplies and equipment.
This access would be provided through daily stock orders to the City location from our Dallas, TX Distribution Center to
replenish the inventory on a regular basis.
. Delivery truck to procure non-stocked parts from the area NAPA stores and/or any other suppliers on a timely basis.
. O.E. quality parts sold to the City.
. Provide Tires (State Contract Pricing) and bulk lubricants
. All limited warranties available from the manufacturer.
. The necessary equipment for the fullowing:
. Lube equipment for dispensing oils and greases.
. Hydraulic hose making equipment (Weatherhead).
. Paint mixing equipment to custom mix any color (optional if needed).
. Training (both classroom and hands-on) through our manufacturers' representatives and factory training instructors. In
addition, over 95 VCR training tapes, 80 manufacturer clinics, and 46 toll-free tech service numbers.
. The availability of trained national, regional, and local factory representatives who ean offer personal service and
assistance as needed.
. A TAMS (Total Automotive Management System) computer will be provided with the following capabilities:
. Invoicing
. Cataloging
. Master Interchange
. Inventory Control
. Custom pricing
. Inventory stocking infonnation
. Inventory on order inforrmtion
. Inventory on backorder information
. Lost sales reports and analysis
. Automatic inventory minimax review
PAGE 15 of30
. Inventory cost
. Ability to check inventory levels and order from any of NAPA Distribution Centers across the country
. All daily and monthly reports gmerated by our TAMS computer upon requesl by authorized City Management.
. Properly invoice all parts at the time of sale.
. A detailed statement from our AR center will be provided at the end of the month showing all invoice numbers and
amounts purchased.
. Enter any information into the City owned computer at the time of sale as required by the City Management.
Through contractual agreement, there are a number of customers across the country that have chosen to take advantage of the
Integrated Business Solutions program offered by NAPA. Below are some of the reasons why they chose the IBS program.
L Provide an efficient and reliable source for all parts needs.
2. Eliminate the current inventory investment.
3. Provide trained and experienced staffmg
4. Properly maintain inventory control for improved on demand rates.
5. Generally, provide services that enable the Customer to operate the repair facility more efficiently. resulting in savings of
funds through cost avoidance, as well as overall employee productwity.
Through the Integrated Business Solutions program, there are a number of unique services and cost advantages to include.
. Flexibility to service multiple locations
. Inventory managed and supplied by NAP A
. High and improved on-demand rate
. Computer Syslem management
- Invoicing
- Cataloging
- Master interchange
- Inventory control by part number
- Co~sistent pricing
- Control of inventory in stock and on order
- Automatic min-max review
- Ability to source inventory from other DC's.
. ASE Tech training
. EP A control
. Transaction expense reduction
When considering cost savings and/or cost avoidance, four areas of an operation are considered for analyses.
. Inventory
Inventory dollar investment
Reduction of obsolete inventory value
Reduction of inventory shrinkage value
. Payroll
Salary +benefits - parts room
Salary +benefits - purchasing
Salary +benefits - clerical
. Transaction Cost
Cost of issuing purchase orders
Cost of processing invoices/statements
Cost of issuing payment
. Productivity Improvements
Hours - parts search,
PAGE 16 of30
Hours - parts pricing
Current on-demand rate
Increased on-demand rate
NAPA agrees to provide stock and non-stock O.E. equipment paris, supplies and equipment or NAPA aftermarket items in equal or
higher quality, as required herein. NAPA agrees to allow the City to inspect the quality of materials, supplies and equipment proposed
to be furnished and me City reserves the right to rejecr any item(s) mat do not meet O.E. specifications. NAPA will notify the City
fleet manager of any item(s) not able 10 obtain in an acceptable time frame. NAPA will not be held liable for any ilem il is unable 10
obtain, or be liable for item's obtained by the City that fail to perform satisfactorily.
NAPA agrees to be wholly responsible for the on-site inventory provided that the stock area is totally secured and vendor controls the
security. NAPA agrees to provide on-demand rate as outlined in this Agreement.
In the event of termination or non-renewal of this Agreement, the City shall purchase, at Cmtractor's acquisilion cost, all non-NAPA
parts inventory held at the Facility.
The CITY shall use Genuine Parts CompanyfNAPA as its primary supplier of inventory (NAPA & Non-NAPA branded inventory)
under mis agreement. The parties agree that the term "Primary Supplier" shall mean that NAPA will supply at least ninety-percent
(90%) of the CITY's need fot inventory. The CITY reserves the right to identify select vendors and suppliers with whom accounts may
be established for specialized Inventory and Service(s) procurement. Likewise, The CITY reserves me right to procure Service(s)
and/or Inventory from omer vendors and suppliers when the CITY deems it to be in the CITY's best interest so long as me purchase(s)
of said Service(s) and/or Inventory does net result in Genuine Parts CompanyfNAPA no longer being meCITY's "Primary Supplier".
NAPA will not issue any item(s) to any City personnel without proper work order requisilion. The invoice generated through NAPA's
TAMS computer will have specific information on each invoice. The invoice will show part number, quantities, description of item(s)
or service, price of each item or service, invoice number, date, time of transaction, P.O. or requisition number, equipment number,
each receiving employee of tre City will be required to sign each invoice.
All inventory supplied pursuant to this Agreement arc subject to the terms of written warranties provided by the manufacturer of each
part, and NAP A shall use reasonable commercial efforts to assist the City in processing all warranty claims that the City may have
against a manufacturer. The on-site store personnel will process all warranty claims and provide the City with information received
from each claim processed. The manufacturer's warranty will be the sole and exclusive remedy of the City in connection with any
claims concerning the parts supplied to City pursuant to this Agreement. ALL OTHER WARRANTIES, BOTH EXPRESS AND
IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTTBILITY OR FITNESS FOR A PARTICULAR
PURPOSE, ARE HEREBY EXCLUDED. Copies afme manufacturers' warranties are available to the CITY upon request
TAMS - NAPA will provide a TAMS (Data General) computer. This computer will remain the property of NAPA in the event of
termination of this contract. This computer will perform complete inventory control and invoicing functions as described below, as
well as cataloging and part number interchange capabilities. Each system would have a printer and CRT's as needed.
. Invoicing and Cataloging
. Master Interchange
. Inventory Control
PAGE 17 of30
. Custom Pricing
. Parts in Stock and On Order
. Parts on Backorder Infonnation
. Lost Sales Report & Analysis
. Automatic Stock Levels By Part
. Parts Cost
Provide all daily and monthly reports generated by our TAMS computer uIDn request by authorized City personnel.
Invoicing:
Properly invoice all parts at the time of sale. Provide a detailed statement at the end of the month, showing all invoice numbers and
amounts purchased.
Each invoice generated through the TAMS will include specific infonnation. This includes the part number, quantities, description of
part or service, price of each part, invoice number, P.O. or reference number, and equipment number, (if necessary). Each receiving
employee will be required to sign each invoice. NAPA can also set up specific account numbers for different departments or fleet
description, i.e. account for the truck fleet, auto fleet, and equipment.
Whcn invoicing 10 the City, NAPA agrees to (1) enter the transaction into our TAMS computer for inventory control, (2) enter the
transaction into the City computer, and (3) provide any infonnation the City may require.
Quality Assurance:
. Suppliers ofIBS inventory are continually measured using the following criteria.
. Performance -Can the vendor meet Schedules?
- Turnaround time- 48 hours
- Order fill- 95%
. Product Quality - understand the unique aspects of IBS as it relates to specifications and quality control
. Sales Support - adaptable to changes or special requirements
. Pricing Support - Pricing competitive with industry standard
. General Services
. Clinics or Technical Information
. Effeclive Cataloging
. Communications/Responsiveness
2. SCOPE OF SERVICES
A. General V cndor Infonnation
NAPA proposes a turnkey operation to support the City's Fleet Maintenance Department. The City's Fleet facility will be stocked
with necessary parts. All parts (including oil, grease, and tires) necessary to maintain repair and operate fleet vchicles and
equipment, plus those items used by other agency personnel that have been traditional stock items of the existing stock room will
be covered by the resulting contract. The operalion will be staffed by NAP A personnel during the required nonnal hours, as well
as any peak demand or emergency times.
B. General Parts Information
PAGE 18 of30
NAPA agrees with the content of this paragraph and shall supply NAPA branded products as lhe first choice but will consider any
request that the City deems necessary. This will include tire brand preference and/or retread preference.
The City will retain the right to purchase any parts from other sources, if NAPA cannot obtain such part in the desired time frame.
NAPA will not be held liable for any part it is unable to obtain, or be liable for parts obtained by the City, which fail to perform
satisfactorily.
NAPA warranties all parts to be free of defects. This warranty is provided 10 NAPA through ils manufacturer. All defects must be
inspected by its representatives before any claims or credits can be issued. NAPA will have on file or obtain warranty conditions
on all parts, components and assemblies and make them available to the City when failures occur and will facilitate collecting
warranty payments or repairs.
3. VENDOR REQUIREMENTS
a. NAPA agrees to be wholly responsible for the on-site inventory provided that the stock area is totally secured and the security
is controlled by vendor. NAPA agrees to provide 85% on demand rate to the City parts requirements and 95% of the City
parts requirements within 24 hrs after the order is placed.
b. NAP A agrees to provide an updated inventory list to the City of the current norrowned parts, tires and supplies located in the
facility maintained by NAPA.
c. NAPA agrees to provide stock and non-stock O.E. equipment parts, supplies, and equipment, or NAPA after market items in
equal or higher quality. NAPA agrees to the "Product Quality" specifications. NAPA agrees to allow the City to inspectlhe
quality of materials, supplies, and equipment proposed to be furnished and the City reserves the right to reject any item(s) that
do not meet O.E. specifications. NAPA will notify the City fleet manager of any item(s) we are not able to obtain in an
acceptable time frame for the City to procure, if necessary, from other sources. There are many factors that may prevent
NAPA from being able to procure a particular part. Such as a special request from the School City for a part that is not in
NAPA's normal supply chain, traffic problems, or the failure of a non-NAPA store to have a part in stock, etc. It is
inequitable to charge NAPA for the price difference on a part procured outside of the contract when the failure is due to
reasons outside of NAPA's control. NAPA will price all non-vendor items procured from other sources according to the
following schedule:
1. $1.00 to $500
2. $501 to $1,000
3. $1,001 and up
Cost plus 25 percent
Cost plus 20 percent
Cost plus 15 percent
d. NAPA will not issue any item(s) to any City personnel without the proper work order requisition. The invoice generated
through the NAPA TAMS computer will have specific information on each invoice. The invoice will show part number,
quantities, description of item(s) or service, price of each item or service, invoice number, date, time of transaction, p.o. or
requisition number, and equipment number within available field limitations and to the extent of TAMS ability. Each
receiving employee of the City will be required to sign each invoice. NAPA can also set up specific account numbers for
different departments or fleet description, i.e. police fleet, truck flea:,
PAGE 19 of30
e. NAPA agrees to maintain warranty records of items sold to the City. (The TAMS computer will store all transactions) NAPA
will issue any credits due for defective parts covered under warranty as provided under Manufacturers Warranty Policy.
f Below is NAP A's standard warranty language that is available to all of its customers:
" All automotive parts supplied pursuant to this Contract are subject to the terms of written warranties provided
by the manufacturer of each part, and NAP A shall use reasonable commercial efforts to assist the City in
processing all warranty claims that the City may have against a manufacturer. The Manufacturer's warranty will
be the sole and exclusive remedy of the City in connection with any claims concerning the parts supplied to the
City pursuant to this Contract. ALL OTHER WARRANTIES, BOTH EXPRESS AND IMPLIED,
INCLUDING ANY IMPLIED. WARRANTIES OF MERCHANT ABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, ARE HEREBY EXCLUDED TO THE EXTENT SUCH EXCLUSIONS ARE
ALLOWED BY LA W. Copies of the manufacturer's warranties are available to the City upon requesl
g. The City facility will have its own computer, with a separate account number for billing purposes. We can set up as many
account numbers as needed to keep dep"rtments separate and/or supply codes audited. NAPA will provide a TAMS (Data
General 730 computer). This computer will remain the property of NAPA in the event of termination of this contract. This
computer will perform complete inventory control and invoicing functions as well as cataloging and part number interchange
capabilities. Each system would have a printer and CRT's as needed.
The NAPA TAMS computer can perform the following functions
L Invoicing
2. Cataloging
3. Master Interchange
4. Custom Pricing
5. Parts in Stock Information
6. Parts on Order Information
7. Parts on Backorder Information
8. Lost Sales Report & Analysis
9. Automatic Stock Levels by Part
10. Parts Cost
1 L Ability to check stock and order parts from any NAPA Distribution Center in the United States (58
locations) with approximately $700 million in inventory.
NAPA will provide any daily or monthly reports requested that can be generaled by our Data General (TAMS) computer
upon requesl by authorized City personneL NAPA will invoice all parts at the time of sale. NAPA will provide a detailed
statement at month end showing all invoice numbers and amounts purchased. When invoicing to theCity, NAPA agrees to
enter lhe transaction (1) into our TAMS computer for inventory control and (2) into the City computer to provide any
information the City may require for historical data relative to purchase history for specific vehicles and/or equipment. At this
lime however, NAPA cannot provide historical data on vehicles and equipment out of the TAMS system.
h. NAPA would like to clarify that all reports that are reasonably capable of being generated by its TAMS computer system shall
be provided at whatevcr frequency is need cd by the City.
L NAPA TAMS software currently has the ability to utilize the standard Bar Coding formats specified for NAPA part numbers.
Due to the lack of a single industry standard for Bar Code formats, we cannot attest to the compatibility and/or readability of
package Bar-coding supplied by non-NAPA suppliers at this time.
j. NAPA personnel will enter any information into tre City on-site computer module.
k NAPA currently staffs the Fleet Maintenance facility as below:
I - Fleet Mainlenance Facility Parts Supervisor
1- ASE Certified Parts Specialist
1 - Counlcr/Driver
PAGE 20 of30
Primary Job Function:
Manage City store operation and provide excellent customer service. Provide positive leadership to all store employees to
encourage customer relations and efficiency through effective personnel and asset management. Fully implement and support
NAPA and City programs as set forth unler this agreement.
Special Job Duties:
I. Customer and Company Relations:
a. Fully and quickly, address customer sales and service questions, problems and opportunities through all
available resources.
b. Foster improved communications and build upon relationshps.
c. Insure all customers receive courteous, efficient service from all store employees.
d. Promote and implement training clinics and seminar.
2. ManagingIProtecting Company Assets
a. Insure proper maintenance and protection of company store facilities, vehicles, equipment, inventory and other
physical assets of the company.
b. Request upgrades or additions to operational facilities and equipment in a timely manner to insure efficiency.
c. Manage to minimize operating expenses and use company funds and assets in the comp31Y's best interest.
d. Follow and enforce all company operation procedures, policies, and reporting requirements. (Security
Program, Hazardous Materials Program, etc.).
e. . Adequately maintain, secure and submit (if required) all documents, reports and other administration required
to operate the business and as requested by NAPA management and the City Fleet Maintenance Supervisor.
f. Insure stockroom area is clean and orderly at all times.
g. Manage and maintain the integrity of the company's inventory through accurate paperwork and in store
security measures.
h. Accurately complete daily paperwork and submit on a timely basis.
3. Managing People
a. Set high performance standards.
b. Use NAPA training resources to train and develop personnel to perform efficiently and effectively
c. Monitor the development of employees to insure that recognition and promotions are accomplished:
d. Understand and utilize the company's personnel policies in regard to all employee activilies, including
performance counseling and corrective action.
e. Schedule employees to always provide maximum service to customers.
f. Establish and maintain a relationship with each employee to help monitor morale, solve problems, including
performance-related issues and improve teamwork.
g. Ensure all employees maintain a neat pelSonal appearance and wear the appropriate uniform while working.
4." Personal Characteristics
a. Provide strong leadership to the operation.
b. Possess personal drive, self-motivation and take initiative to accomplish all company goals.
c. Possess a willingness and ability to learn.
d. Possess analytical problem solving skills.
e. Maintain current ASE Certification requirements
f. Possess high character, and always deal fairly with both ,mployees and customers.
5. NAPA holds their managers accountable for customer service, inventory control, sales, profits, and employee leadership.
NAPA agrees to discuss with andlor discipline an employee for violations of law while on the City's premises, but cannot
agree to discipline/dismiss an employee based on the lower standard that conduct is "deemed detrimental to the parts
operation." In the case that the City is concerned about the detrimental effects of an employee's actions, NAPA will
work in good faith with the City to resolve the problem
PAGE 21 ono
a. Any additinnal duties will be negotiated and an approved addendum will be executed.
b. All NAPA employees will direct questions, comments, or concerns to the City Administrator/Contracting
Officer, with a copy to the NAPA District Manager.
c. NAPA agrees with this portion of the RFP, as it relates touse of City facilities.
d. As the current vendor, we feel the physical layout of the parts room meets our requirements.
e. NAPA agrees to provide items needed to perform daily functions of parts supplier.
f. NAPA agrees that the only customer at lhe fleet facility is the City with no transactions to employees or any
other private enlerprise. Other City operations on a charge basis could possibly buy from this operation. This
can be negotiated between NAPA and the City.
g. NAPA agrees with the access controls.
h. NAPA agrees with this area of the RFP and it is described in detail under COST of PROPOSED PARTS and
REPAIR SERVICES.
i. NAPA agrees with monthly minimum "hours of training to the City fleet maintenance employees.
PAGE 22 of30
4. MACHINE SHOP SERVICES
Machine shop services that NAPA cannot provide, will come from a mutually agreeable source, within the
purchasing guidelines of the City, and charged to the City on cost plus 20% gross profit. NAPA personnel
with the help of the City Fleet Manager will determine a time frame for completing shop repair and use the
most feasible route.
5. WASTE PRODUCTS
NAP A agrees to arrange for third parties to handle the disposal andlor recycling of the items listed in these
sections, but will not be directly involved in the actual disposal of such items. NAP A shall use reasonable
commercial efforts 10 assist the City in processing any claim that may arise against such third party
associated with the disposal of the items.
Within the last three years, to its knowledge, NAPA's integraled supply (on site parts store) operations have
nol received any notice of violation concerning shipment or disposal of any such product or other hazardous
material.
6. MONTHLY BILLING
,Jr
NAP A will provide monthly parts usage statement referencing all associated invoices for the monthly
accounting period prior to the lOth day of the following month. Itemized detail of cost of parts sold to City
including cost of transportation and special shipping for special order request on direct charge andlor non-
stock items are represented on daily reports (generated from our TAMS computer) and daily invoices.
NAPA will invoice City for reimbursement for staffing and other applicable items under the terms and
conditions as specified in the resulting contract, including adjustments for Cumulative net profit, not later
than the first week of the month following the end of the monthly accounting period.
7. MONTHLY INSPECTION
NAP A agrees to allow the City to have its authorized agents inspect the work being done and require
performance to comply with the specifications, not for the purpose of controlling the method and manner of
the performance of the work, but in order to assure the completion of the same in accordance with the
specifications.
PAGE 23 of30
EXHIBIT B
SOFTWARE LICENSES
Through the course of this Agreement, there may be a requirement to acquire and use software, whether from
Contractor or a 3" Party. In either case, the associated license agreement(s) will be negotiated at that time and
included as an addendum to this Agreement.
PAGE 24 of30
EXHIBIT C
PRICING/COMPENSA nON
It is vitally important that the City gets value for its dollar and be able to demonstrate this to our conslituency.
Genuine Parts Company represents and warrants that il will:
1. Be able to demonstrate throughout the life of the Agreement that the costs associated with this partnership
be consistently aggressive through the life of the Agreement for the products and/or services provided.
2. Keep all records in accordance with Generally Accepted Accounting Principles (GAAP) and, meet all
statutory requirements for record keeping, reporting and auditing of public funds.
3. Be flexible in working with established budgets.
4. A. For traditional after market parts and supplies available through the NAPA system, pricing willbe
structured at the lowest manufacturers suggested prices for our National/Government accounts for accounts
that do business with NAP A on a natiomyide basis. This discount structure varies by manufacturer from
30% - 60% off manufacturers suggested resale price lists.
B. NAPA requires a 10% net profit on each operation. Pricing adjustments and expense controls can be
made to help achieve this margin. City and NAPA management will mutually agree upon any price
changes or staffmg adjustments that need to be made in order to keep cost down and maintain
acceptable service levels while insuring the 10% net profit.
It is understood that NAP A shall provide a good and sufficient Performance Bond and Payment Bonds
of the total amount proposed insuring the full and faithful execution of the contract and protection of all
claimants supplying labor and material pursuant to this contract.
It is specifically understood and agreed that the Ten Percent annual Net Profit to be earned by GpC
pursuant to this agreement shall be determined on a cumulative basis. The statement to be provided by
NAPA to the City shall clearly reflect, for any given month, the cumulative yearto-date Nel Profit. For
any month in which NAPA's cumulative yeafto-date Net Profit is shown on the Statement to be in
excess of Ten Percent, the City shall, for the next succeeding month, be entitled to a credit against sums
due to NAPA equal to the amount by which NAPA's cumulative yeafto_date Net Profit exceeds Ten
Percent. Conversely, for any month in which NAPA's cumulative year-to-date Net Profit is shown on
the Statement to be less than Ten Percent, the City shall, for the next succeeding month, pay a
surcharge equal to the amount by which NAPA's cumulative yeafto-date Net Profit is less than Ten
Percent.
C. All O.E. type parts lhat are available through the NAPA system will be issued as first choice by the
vendor. All produCl purchased for City off of state contract will be marked up 10%. NAPA has the
ability to purchase four major brands of tires including Goodyear, Firestone, Bridgestone and General
at State contract price and Michelin tires below state contract price. Other non-NAPA type
merchandise that will be procured from other sources will be priced based on the following schedule
1. $1.00 to $500.00 Cost plus 25 percent
2. $501.00 to $1000.00 Cost plus 20 percent
3. $1001.00 and up Cost plus t5 percent
NAPA will use its lowest available landed cost. This will include but is not limited to all
Manufacturers Rebates, Direct Ship Discounts, Seasonal promotion Discounts, etc. Back up will be
provided upon request
D. Freight - all non-classified parts which are requested by the City and ordered through NAPA will have
fteight charged with no markup passed on to the Ciy in addition to the price of the part ordered. Any
parts picked up by NAPA within the metropolitan area will not be charged freight. Freight will be
charged on special order items at NAPA's cost. Freight will also be passed through 10 the City on items
not stocked in the Metroplex and items special ordered by the OEM. dealers, if there is a freighl
charge to NAPA.
PAGE 25 of30
EXIDBIT D
TAX EXEMPT CERTIFICATE
[UNDER SEPARATE ATTACHMENT]
PAGE 26 of30
EXHIBIT E
M1WBE PLAN
Genuine Parts Company M/WBE goal is to meet the twenty-five per cent (25%) utilization of the total value of the Agreement
To that end, Genuine Parts Company will provide to the City quarterly reports, or as requested by the M/WBE Department,
reflecting City purchased levels and total dollars spent on production, maintenance, supplies, assessment and other functions
performed in providing the services under the Agreement. Genuine Parts Company shall have thirty (30) days to comply with
any request outside the normal quarterly reporting period. City retail spending through the discount program not posted on
the City Master Account will not be included in calculating purchase levels. In the event Genuine Parts Company fails to meet
the 25% M/WBE goal, the City may, by written notice, require Genuine Parts Company to (i) provide an explanation or
demonstrate its good faith to subcontract with and/or procure supplies and services with M!WBEs; and (ii) provide a
resolution process describing specific efforts Genuine Parts Company will make to communicate with an solicit involvement
of M/WBEs.
Genuine Parts Company represents and warrants that it has entered contractual arrangements with the following firms as part
of its plan:
[List provided under separate attachment!
The M/WBE Department has reviewed the participation indicated in this Agreement, and will monitor the participation per
City policy.
FOR THE M/WBE DEPARTMENT
Date
(ATTACH M/WBE FORMS FOR EXHIBIT)
PAGE 27 000
EXHIBIT F
CERTIFICATE OF NON-DISCRIMINATION
In connection wilh the execution of lhis Agreement, the Contractor shall fully comply with the non-
discrimination requirement cited below.
Submittal to the City of reasonable evidence of discrimination will be grounds for Termination of the
Agreement. 1bis policy does not require the employment of unqualified persons.
By the signing of this Certificate, the Contractor signifies that it does not maintain or provide for its employees any
segregated facilities at any of its establishments, and that it does not permit its employees to perform their services at
any location, under its control, where segregated facilities are maintained. It certifies further that it will not maintain
or provide for its employees any segregated facilities at any of its establishments, and that il will not permit its
employees to perform their services at any location, under its control, where segregated facilities arc maintained.
The undersigned agrees that a breach of this certification is a violalion of lhe Equal Opportunity Clause in this
proposed Agreement. As used in this certification, the term 'segregated facilities' means any waiting rooms, work
areas, rest rooms and wash rooms, restaurants and other eating areas, time clocks, locker rooms and other storage or
dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing
facilities provided for employees which are segregated on the basis of race, creed, color, or national origin, because
of habit, local custom, or otherwise. It further agrees that (except where it obtained identical certifications from
proposed Contractors for specific time period) it will obtain identical certification from proposed Subcontractors
prior to the award of a Contract exceeding $10,000.00 which are not exempt from the provisions of the Equal
Opportunity Clause; lhal it will retain such certifications in its files; and lhat it will forward the following notice to
such proposed Subcontraclors (except where lhe proposed Subcontractors have submitted identical certifications for
specific time periods): Notice to Prospective Subcontractors of requirement for certification of non-segregated
facilities. A certification of non-segregated facilities, as required by the May 19, 1967 Order (32 FR. 7439, May
19, 1967) on elimination of segregated facilities, by lhe Secretary of Labor, must be submitted prior to the award of a
Contract exceeding $10,000.00 which is not exempt from the provisions of the Equal Opportunity Clause. The
certification may be submitted eilher for each subcontract or for all subcontracts during a period (i.e., quarterly,
semiannually, or annually).
Note: The penalty for making false statements in offers is prescribed in 18 U.S.c. 1001.11."
(PRiNT NAME OF PERSON SIGNING FOR CONTRACTOR)
By:
Date:
Contractor:
o e.-V'-'-'-\vUL- f"""-~ ~'-I
(NAME OF CONTRACTOR) ..j
PAGE 280130
EXHIBIT G
FORM OF REQUIRED RISK MANAGEMENT REVIEW DOCUMENT
Review of Insurance Requirements for Contracts
Date:
Vendor:
Fax #:
Buyer:
Contract Amount:
General Liability Coverage -
Automobile Coverage -
Worker's Compensation-
Professional Error's & Omissions-
Umbrella Policy -
Payment/Performance Bond-
Approved 0 Disapproved 0
Approved 0 Disapproved 0
Approved 0 Disapproved 0
Approved 0 Disapproved 0
Approved 0 Disapproved 0
Approved 0 Disapproved 0
Reason(s) for disapproval:
Completed by:
PAGE 29 of30
ATTACHMENT A
INTERLOCAL AGREEMENT CLAUSE
It is agreed that governmental entities, in receiving products andlor ~rvices specified in this agreement, shall act as
an independent purchaser and shall have control of its needs and the manner in which they are acquired.
The participating governments hereto agree that the ordering of products and services through this ageement shall
be their individual responsibility and that the successful bidder or bidders shall bill each participating government
directly
The participating govemments agree to pay successful bidders or anticipating governments dircctly for all produCI
or services received from current revenues available for such purchase. Each participating goyemment shall be liable
to lhe successful bidder only for products and services ordered by and received by it, and shall not by the execution
of this agreement assume any additional liability.
Contractor agrees, for governmental entities that participate in this contract, that all terms, conditions, specifications,
and pricing would apply, unless otherwise agreed between Contractor and such governmental entity.
In accordance with the Interlocal Cooperation Act. V.T.CA Government Code. Chapter 791
By:
E SIGNATURE)
(PRINT NAME OF PERSON SIGNING FOR CONTRACTOR)
Date:
Contractor:
G~v.....~""",""~
(NAME OF CONTRACTOR)
flUr-....s Ce ""'?CLVLj
PAGE 30 of30