HomeMy WebLinkAboutContract 58126-A1R1City Secretary Contract Number 58126-A1R1
FIRST AMENDMENT AND FIRST RENEWAL OF
CITY SECRETARY CONTRACT NUMBER 58126
A PARTS MANAGEMENT AND SUPPLY SERVICES AGREEMENT BETWEEN THE CITY
OF FORT WORTH AND GENUINE PARTS COMPANY D/B/A NAPA AUTO PARTS
This FIRST AMENDMENT AND FIRST RENEWAL TO CITY SECRETARY
CONTRACT NUMBER 58126 ("First Amendment and First Renewal") is made and entered into by and
between the City of Fort Worth ("City"), a home -rule municipal corporation of the State of Texas, and
Genuine Parts Company d/b/a NAPA Auto Parts ("Vendor"), a Georgia corporation authorized to do
business in the State of Texas.
WHEREAS, the City and Vendor previously entered into that certain Parts Management and
Supply Services Agreement, City Secretary Contract Number 58126 ("Agreement"); and
WHEREAS, City and Vendor desire to renew and extend the Agreement for the first renewal term;
and
WHEREAS, City and Vendor desire to amend the Agreement to revise the cost methodology,
staffing plan, and wages for the On -Site Stores;
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 City
and Vendor, acting herein by and through their duly authorized representatives agree to renew and amend
the Agreement as follows:
I.
The Agreement is renewed and extended for the First Renewal Term beginning on October 1,
2023, and expiring on September 30, 2024.
II.
Exhibit B of the Agreement is hereby amended in its entirety to be and read as set forth in
Attachment 1 of this First Amendment and First Renewal, which is attached hereto and incorporated herein
by reference.
Exhibit D of the Agreement is hereby amended in its entirety to be and read as set forth in
Attachment 2 of this First Amendment and First Renewal, which is attached hereto and incorporated herein
by reference.
MA
1. City and Vendor agree that execution of this First Amendment and First Renewal shall not
affect the maximum amount of compensation City shall pay Vendor during the Initial Term of the
Agreement or during any Renewal Term.
FIRST AMENDMENT AND FIRST RENEWAL TO CITY SECRETARY CONTRACT NUMBER 58126 Page 1 of 9
A PARTS MANAGEMENT AND SUPPLY SERVICES AGREEMENT
BETWEEN THE CITY OF FORT WORTH AND GENUINE PARTS COMPANY DB/A NAPA AUTO PARTS OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
2. All other provisions of the Agreement which are not expressly amended herein shall remain
in full force and effect.
3. All terms in this First Amendment and First Renewal that are capitalized but not defined
shall have the meanings ascribed to those terms in the Agreement.
[Signature Page Follows]
FIRST AMENDMENT AND FIRST RENEWAL TO CITY SECRETARY CONTRACT NUMBER 58126 Page 2 of 9
A PARTS MANAGEMENT AND SUPPLY SERVICES AGREEMENT
BETWEEN THE CITY OF FORT WORTH AND GENUINE PARTS COMPANY DB/A NAPA AUTO PARTS
IN WITNESS THEREOF, the parties have executed this First Amendment and First Renewal to
be effective when executed by the City's Assistant City Manager.
FORT WORTH:
City of Fort Worth
Dal?Gi �r�G o� r
By: Dana Burghdoff (Oct 9, 02317:15 CDT)
Name: Dana Burghdoff
Title: Assistant City Manager
Date: Oct 9, 2023
Approval Recommended:
By. -z J�
Name
Title:
Ricardo Salazar
Interim Property Management Director
Al
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By:
d
Name: Jannette S. Goodall
Title: City Secretary
Attest:
VENDOR:
Genuine Parts Company d/b/a NAPA Auto Parts
Y:
Aft Tl,fchei-
Art Fischer (Oct 9, 2023 08 06 EDT)
Name:
Art Fischer
Title:
Division Vice President
Oct 9, 2023
Date:
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
By: Eliana Guevara behalf of Denise Garcia Oct 9, 3 IV30 CDT
Name: Denise Garcia
Title: Purchasing Manager
Approved as to Form and Legality:
By:
Name: Kevin Anders
Title: Assistant City Attorney
Contract Authorization:
M&C: N/A
Form 1295: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
FIRST AMENDMENT AND FIRST RENEWAL TO CITY SECRETARY CONTRACT NUMBER 58126 Page 3 of 9
A PARTS MANAGEMENT AND SUPPLY SERVICES AGREEMENT
BETWEEN THE CITY OF FORT WORTH AND GENUINE PARTS COMPANY DB/A NAPA AUTO PARTS
ATTACHMENT I
EXHIBIT B
COST METHODOLOGY/PAYMENT SCHEDULE
The Definitions Table applies to the City's Pricing Plan as set forth below. All defined terms
in the Definitions Table will be billed in accordance with the Pricing Plan Summary defined below.
DEFINITIONS TABLE
Term Definition
1. Parts Price The pricing of Vendor supplied parts under
this Agreement to the City will fit into one of
the following two categories:
2. Outside Purchases and Services Price
3. Tires
4. Operational Expenses
1) "NAPA Parts Price" — The pricing of NAPA
branded or NAPA cataloged supplier
manufactured products.
2) "Non-NAPA Part Price" — The pricing of
products not manufactured by Vendor's
suppliers, or those products which do not exist
in Vendor's proprietary catalog system, but
which Vendor acquired for the City under this
Agreement.
Parts the Vendor does not traditionally stock or
services the Vendor does not traditionally
perform.
The pricing of Vendor supplied tires under this
Agreement to the City will fit into one of the
following two categories:
1) "NAPA Tire Price" — The pricing of NAPA
branded or NAPA cataloged supplier
manufactured tires.
2) "Non-NAPA Tire Price" — The pricing of
tires not manufactured by Vendor's suppliers
or those which do not exist in Vendor's
proprietary catalog system, but which Vendor
acquired for the City under this Agreement.
Any and all costs and expenses associated with
the operation of the City facilities, including,
but not limited to:
• vehicle gas and maintenance costs,
FIRST AMENDMENT AND FIRST RENEWAL TO CITY SECRETARY CONTRACT NUMBER 58126 Page 4 of 9
A PARTS MANAGEMENT AND SUPPLY SERVICES AGREEMENT
BETWEEN THE CITY OF FORT WORTH AND GENUINE PARTS COMPANY DB/A NAPA AUTO PARTS
• salary and benefits payable to Vendor's
employees at the City facilities,
• worker's compensation benefits and
insurance,
• unemployment insurance,
• personal property insurance for the City
facilities and inventory,
• any deductible for losses covered under
the personal property, automobile
liability, or general liability insurance
policies of Vendor,
• all equipment supplied by Vendor,
• Corporate Allocation Expenses (as
defined in #5),
• inventory investment expense,
• obsolescence expense,
• pension funding costs,
• accounting fees,
• general office expenses
• shared service expenses.
The City acknowledges and agrees that
Operational Expenses are subject to change
based on actual monthly costs, expenses, or
Corporate Allocation Expenses incurred
relative to the operation of the City facilities.
5. Corporate Allocation Expenses To achieve economies of scale, Vendor will
utilize certain headquarter and corporate
personnel to assist in performing this
Agreement. Therefore, each Vendor onsite
facility is charged certain corporate allocation
expenses ("Corporate Allocation Expenses")
as part of City's Operational Expenses.
Corporate Allocation Expenses are calculated
as a percentage of total part sales for each
month. The Vendor will not provide an invoice
for Corporate Allocation Expenses. The
Vendor will provide a monthly allocation rate
statement in lieu of an invoice for Corporate
Allocation Expenses.
Purpose — Corporate Allocation Expenses will
require fewer Vendor employees to perform
routine general administrative tasks (e.g.
paperwork and filing) at City facilities. This
FIRST AMENDMENT AND FIRST RENEWAL TO CITY SECRETARY CONTRACT NUMBER 58126 Page 5 of 9
A PARTS MANAGEMENT AND SUPPLY SERVICES AGREEMENT
BETWEEN THE CITY OF FORT WORTH AND GENUINE PARTS COMPANY DB/A NAPA AUTO PARTS
6. Management Fee
PRICING PLAN SUMMARY
Type of Cost or Fee Incurred by City
1. NAPA Part Price
2. Non-NAPA Part Price
3. Outside Purchases and Services Price
4. NAPA Tire Price
5. Non-NAPA Tire Price
6. Operational Expenses
7. Management Fee
will allow Vendor service counter personnel to
focus more attention on serving City
operations, and maximizing on -site cost
efficiency.
City will be billed a Management Fee (as
defined below) each month in accordance with
the terms below.
Amount the Vendor Will Bill the City
Vendor's current NAPA Jobber net store
acquisition cost
Vendor's current product acquisition cost
Vendor's cost
Vendor's current NAPA Jobber net store
acquisition cost
Vendor's current product acquisition cost
In accordance with the definition of
Operational Expenses above
In accordance with the terms below
NAPA Parts shall be billed to the City at Vendor's current NAPA Jobber net store acquisition cost.
Non-NAPA Parts shall be billed to the City at Vendor's current product acquisition cost. Outside
Purchases and Services shall be billed to the City at Vendor's cost. NAPA Tires shall be billed to
the City at Vendor's current NAPA Jobber net store acquisition cost. Non-NAPA Tires shall be
billed to the City at Vendor's current product acquisition cost. Operational Expenses will be
charged to the City in accordance with the terms set forth above, with all such charges for
Operational Expenses to be included in the City's monthly billing statement. The City will be
billed at the end of each month for Operational Expenses on an "in arrears" basis.
The City shall pay to Vendor on a monthly basis a management fee equal to the sum of (i) eight
percent (8%) of the Total Monthly Net Part and Outside Purchases and Services Sales (as defined
below) for all Parts and Outside Services which had a cost or acquisition cost of $3,000 or less and
(ii) five percent (5%) of the sum of (A) Total Monthly Net Tire Sales (as defined below) during
the preceding month and (B) the Total Monthly Net Part and Outside Purchases and Services Sales
(as defined below) for all Parts and Outside Services which had a cost or acquisition cost of greater
than $3,000 (collectively, the "Management Fee"). For purposes hereof, "Total Monthly Net Part
and Outside Purchase and Services Sales" means the total dollar amount of all Parts (both NAPA
and Non-NAPA) and Outside Purchases and Services sold to the City during the preceding month
at the prices set forth in the pricing plan summary above less purchase returns, and "Total Monthly
Net Tire Sales" means the total dollar amount of all Tires (both NAPA and Non-NAPA) sold to
FIRST AMENDMENT AND FIRST RENEWAL TO CITY SECRETARY CONTRACT NUMBER 58126 Page 6 of 9
A PARTS MANAGEMENT AND SUPPLY SERVICES AGREEMENT
BETWEEN THE CITY OF FORT WORTH AND GENUINE PARTS COMPANY DB/A NAPA AUTO PARTS
the City during the preceding month at the prices set forth in the pricing plan summary above less
purchase returns.
FIRST AMENDMENT AND FIRST RENEWAL TO CITY SECRETARY CONTRACT NUMBER 58126 Page 7 of 9
A PARTS MANAGEMENT AND SUPPLY SERVICES AGREEMENT
BETWEEN THE CITY OF FORT WORTH AND GENUINE PARTS COMPANY DB/A NAPA AUTO PARTS
VENDOR STAFFING COVERAGE FOR VACATIONS AND EMERGENCIES
Vacation Coverage— The local NAPA Dallas Operation will continue to manage coverage for
Vendor employee vacation, holiday, and sick days. With NAPA's local presence there will be no
interruption of normal operating hours due to personnel coverage. The NAPA Dallas team has
trained personnel already available to provide coverage during vacations and holidays.
Emergencies — NAPA will provide back-up emergency support during non -work hour
contingencies. This overtime expense (calculated at time and half) will be charged on a cost basis
to the City of Fort Worth. NAPA will work with the City to determine which Staff needs to respond
in emergency situations.
FIRST AMENDMENT AND FIRST RENEWAL TO CITY SECRETARY CONTRACT NUMBER 58126 Page 8 of 9
A PARTS MANAGEMENT AND SUPPLY SERVICES AGREEMENT
BETWEEN THE CITY OF FORT WORTH AND GENUINE PARTS COMPANY DB/A NAPA AUTO PARTS
ATTACHMENT 2
EXHIBT D
VENDOR STAFFING
1. With the approval of Property Management Division/Fleet Management and NAPA, pay
rate increases within the ranges established on Exhibit D may be allowed without an
amendment. Increases beyond the stated ranges shall require an Amendment.
2. For any approved hours physically worked over forty (40) in a given work week, for non-
exempt employees, those employees will be paid at 1&1/2 times their normal hourly rate
of pay.
* Projections subject to change based on actual monthly costs and expenses incurred relative to the operation of the On Site Store(s)
"Base" Payroll Projections (not including Benefits)
POSITION Hrs Title Abv Hrs Sch
Southside Service Center (SSC)
Manager 1
7:OOAM-4:OOPM
MGR
45
Driver
8:OOAM-2:OOPM
DRV
40
James Avenue Service Center
Manager 2
7:OOAM-5:OOPM
MGR
50
Assistant Manager
7:OOAM-4:OOPM
CTR
40
Heavy Duty Counter
7:OOAM-4:OOPM
CTR
40
Heavy Duty Counter
12:30PM-9:30PM
CTR
40
Counter Pro
7:OOAM-4:OOPM
CTR
40
Counter Pro
12:30PM-9:30PM
CTR
40
Driver 2
8:OOAM-5:OOPM
DRV
40
Driver 1
7:OOAM-4:OOPM
DRV
40
Water Service Center
Manager 2
7:OOAM-6:OOPM
MGR
50
Counter
7:OOAM-4:OOPM
CTR
40
Driver
7:30AM-4:OOPM
DRV
40
Counter
12:30PM-11:30PM
CTR
40
North Service Center (NSC)
Manager 2
7:OOAM-4:OOPM
MGR
45
Driver 2
7:30AM-4:OOPM
DRV
40
NAPA Management and Administrative
Project Mgr
7:OOAM-5:OOPM
PRO
40
Inv Mgr
7:OOAM-4:OOPM
INV
40
Floater
7:OOAM-4:OOPM
CTR
45
19
2022 Pay Rates
Annual Amounts
Pay Rate Range
Pay Rate Range
LOW
HIGH I
MID
LOW I
HIGH
MID
18.00
26.25
22.13
44,460.00
64,837.50
54,648.75
14.00
20.00
17.00
29,120.00
41,600.00
35,360.00I
58,000
77,500
67,750.00
58,000
77,500
67,750.00
18.00
25.00
21.50
37,440.00
52,000.00
44,720.00
17.00
23.75
20.38
35,360.00
49,400.00
42,380.00I
17.00
23.75
20.38
35,360.00
49,400.00
42,380.00
16.00
22.50
19.25
33,280.00
46,800.00
40,040.00
16.00
22.50
19.25
33,280.00
46,800.00
40,040.00
14.00
20.00
17.00
29,120.00
41,600.00
35,360.00I
14.00
20.00
17.00
29,120.00
41,600.00
35,360.00I
19.00
26.50
22.75
54,340.00
75,790.00
65,065.00
17.00
23.75
20.38
35,360.00
49,400.00
42,380.00I
14.00
20.00
17.00
29,120.00
41,600.00
35,360.00I
17.00
23.75
20.38
35,360.00
49,400.00
42,380.00I
19.00
26.25
22.63
46,930.00
64,837.50
55,883.75
14.00
20.00
17.00
29,120.00
41,600.00
35,360.00I
65,000
87,500
76,250.00
65,000
87,500
76,250.00
17.00
23.75
20.38
35,360.00
49,400.00
42,380.00
17.00
23.75
20.38
35,360.00
49,400.00
42,380.00I
FIRST AMENDMENT AND FIRST RENEWAL TO CITY SECRETARY CONTRACT NUMBER 58126 Page 9 of 9
A PARTS MANAGEMENT AND SUPPLY SERVICES AGREEMENT
BETWEEN THE CITY OF FORT WORTH AND GENUINE PARTS COMPANY DB/A NAPA AUTO PARTS
First Amendment CSC 58126 -
copy (002)
Final Audit Report
Created: 2023-10-06
By: Hunter Beal (hunter_beal@genpt.com)
Status: Signed
Transaction ID: CBJCHBCAABAAE6hE_JJ-fM_QiJV1XkE3uN9pYdx3u4Ft
10.05.23 - final
2023-10-09
"First Amendment CSC 58126 - 10.05.23 - final copy (002)" Hist
ory
Document created by Hunter Beal (hunter_beal@genpt.com)
2023-10-06 - 7:23:28 PM GMT
Document emailed to art_fischer@genpt.com for signature
2023-10-06 - 7:24:34 PM GMT
Email viewed by art_fischer@genpt.com
2023-10-09 - 11:54:34 AM GMT
Signer art_fischer@genpt.com entered name at signing as Art Fischer
2023-10-09 - 12:06:02 PM GMT
Document e-signed by Art Fischer (art_fischer@genpt.com)
Signature Date: 2023-10-09 - 12:06:04 PM GMT - Time Source: server
C" Agreement completed.
2023-10-09 - 12:06:04 PM GMT
a Adobe Acrobat Sign