HomeMy WebLinkAboutContract 42732CITY SECRETARY
CONTRACT NO. 41 --13L
SERVICES AGREEMENT
This SERVICES AGREEMENT ( "Agreement') is made and entered into by and
between the CITY OF FORT WORTH (the "City "), a home rule municipal corporation situated
in portions of Tarrant, Denton, Parker and Wise Counties, Texas, acting by and through
Charles Daniels, its duly authorized Assistant City Manager, and Genuine Parts Company/
NAPA Auto Parts ( "Contractor "), a Georgia [Corporation] and acting by and through Stu
Kambury, its duly authorized Division Vice President.
The SERVICE AGREEMENT contains the following CONTRACT DOCUMENTS:
The Contract documents shall include:
1. This Agreement plus all attachments listed below, which are attached hereto and
incorporated herein for all purposes incident to this Agreement:
a) Exhibit A — Statement of Work
b) Exhibit B — Payment Schedule
C) Exhibit C — Additional Terms and Conditions
2. City of Fort Worth Request for Proposal No. 11 -0024 ( "RFP "), which is incorporated
herein by reference for all purposes incident to this Agreement.
3. NAPA (Contractor) response to the RFP ( "Response ") dated July 21, 2011, which is
incorporated herein by reference for all purposes incident to this Agreement. However, legal
exceptions of the Response shall not be included as a part of the Contract documents unless
specifically noted in the Agreement.
In the event of a conflict between the contracts documents, the order of precedence is as
follows:
(i) this Agreement plus all attachments /exhibits
(ii) RFP No. 11 -0024; However, the parties agree that Sections 7.1, 9.0, and 10.0 on
page 74 of the RFP are deleted in their entirety and shall not be binding on the parties.
(iii) the Response by Genuine Parts Company/ NAPA Auto Parts.
1. SCOPE OF SERVICES.
Contractor hereby agrees to provide the City with services for the purpose of providing
vehicle and equipment parts management and supply service. Attached hereto and
incorporated for all purposes incident to this Agreement is Exhibit "A," Statement of Work,
more specifically describing the services to be provided hereunder.
2. TERM.
This Agreement shall commence upon January 1, 2012 ( "Effective Date ") and shall
expire on December 31, 2014, unless terminated earlier in accordance with the provisions of
this Agreement.
Additionally, there are two (2) one -year renewal options as stated in the erprC0gD',
Proposal No. 11 -0024 that may be exercised in accordance with this agreemenit. G't �5. j f, ��RY
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3. COMPENSATION.
The City shall pay Contractor an amount not to exceed four million five - hundred and
five - thousand eight- hundred eleven dollars [$4,505,811.00] in remaining fiscal year 2011 —
2012 (ending September 30, 2012) in accordance with the provisions of this Agreement and
the Payment Schedule attached as Exhibit "B," which is incorporated for all purposes herein.
As referenced in Section three (3) of the Contractor's response to RFP No. 11 -0024, the City
will provide compensation to the Contractor based on the 'True Cost Pricing' methodology
detailing expenses, cost and profit associated with this Services Agreement. Contractor shall
not perform any additional services for the City not specified by this Agreement unless the City
requests and approves in writing the additional costs for such services. The City shall not be
liable for any additional expenses of Contractor not specified by this Agreement unless the City
first approves such expenses in writing.
4. TERMINATION.
4.1. Written Notice.
The City or Contractor may terminate this Agreement at any time and for any
reason by providing the other party with 60 days written notice of termination.
4.2 Non - appropriation of Funds.
In the event no funds or insufficient funds are appropriated by the City in any
fiscal period for any payments due hereunder, City will notify Contractor of such
occurrence and this Agreement shall terminate on the last day of the fiscal period for
which appropriations were received without penalty or expense to the City of any kind
whatsoever, except as to the portions of the payments agreed upon that have funds
appropriated for those portions.
4.3 Duties and Obligations of the Parties.
In the event that this Agreement is terminated prior to the Expiration Date, the
City shall pay Contractor for services actually rendered up to the effective date of
termination and Contractor shall continue to provide the City with services requested
by the City and in accordance with this Agreement up to the effective date of
termination. Upon the termination, expiration, or non - renewal of this contract, Genuine
Parts Co. / NAPA Auto Parts Co. (GPC) shall have the option to require City to
purchase all non -GPC branded inventories at actual acquisition cost, and City shall
have the option to purchase all GPC branded inventory, owned by GPC and located in
the on -site store at NAPA store acquisition cost.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION
Contractor hereby warrants to the City that Contractor has made full disclosure in
writing of any existing or potential conflicts of interest related to Contractor's services under
this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Contractor hereby agrees immediately to make full disclosure to the City in writing.
Contractor, for itself and its officers, agents and employees, further agrees that it shall treat all
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Genuine Parts Company /NAPA Auto Parts
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information provided to it by the City as confidential and shall not disclose any such
information to a third party without the prior written approval of the City. Contractor shall store
and maintain City Information in a secure manner and shall not allow unauthorized users to
access, modify, delete or otherwise corrupt City Information in any way. Contractor shall notify
the City immediately if the security or integrity of any City information has been compromised
or is believed to have been compromised.
6. RIGHT TO AUDIT.
Contractor agrees that the City and the City Internal Auditor shall, until the termination
or expiration of three (3) years after final payment under this contract (whichever occurs first),
have access to and the right to examine at reasonable times any directly pertinent books,
documents, papers and records of the Contractor involving transactions relating to this
Contract at no additional cost to the City. Contractor agrees that the City shall have access
during normal working hours to all necessary books, papers, documents, records and
personnel pertaining to City contracts and sub - contracts and are required to evaluate
compliance with the terms of those contracts and sub - contracts. Contractor shall provide at
their facilities adequate and appropriate work space in order to conduct audits in compliance
with the provisions of this section. The City shall give Contractor reasonable advance notice
of intended audits.
Contractor further agrees to include in all its subcontractor Agreements (subcontractor
Agreements are written agreements with vendors for services /supplies specifically for City)
hereunder a provision to the effect that the subcontractor agrees that the City shall, until
expiration of three (3) years after final payment of the subcontract, have access to and the right
to examine at reasonable times any directly pertinent books, documents, papers and records of
such subcontractor involving transactions related to the subcontract, and further that City shall
have access during normal working hours while accompanied by NAPA personnel, to all
subcontractor facilities and shall be provided adequate and appropriate work space in order to
conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor
reasonable notice of intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Contractor shall operate as an independent
contractor as to all rights and privileges granted herein, and not as agent, representative or
employee of the City. Subject to and in accordance with the conditions and provisions of this
Agreement, Contractor shall have the exclusive right to control the details of its operations and
activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, contractors and subcontractors. Contractor acknowledges that the doctrine of
respondent superior shall not apply as between the City, its officers, agents, servants and
employees, and Contractor, its officers, agents, employees, servants, contractors and
subcontractors. Contractor further agrees that nothing herein shall be construed as the
creation of a partnership or joint enterprise between City and Contractor.
8. LIABILITY AND INDEMNIFICATION.
CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL
OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR
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OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
CONTRACTOR COVENANTS AND AGREES TO, AND DOES HEREBY,
INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR
LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED
DAMAGE OR LOSS TO CONTRACTOR'S BUSINESS AND ANY RESULTING LOST
PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY
THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONTRACTOR, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
9. ASSIGNMENT AND SUBCONTRACTING.
Contractor shall not assign or subcontract any of its duties, obligations or rights under
this Agreement without the prior written consent of the City. If the City grants consent to an
assignment, the assignee shall execute a written Agreement with the City and the Contractor
under which the assignee agrees to be bound by the duties and obligations of Contractor under
this Agreement. The Contractor and Assignee shall be jointly liable for all obligations under this
Agreement prior to the assignment. If the City grants consent to a subcontract, the
subcontractor shall execute a written Agreement with the Contractor referencing this Agreement
under which the subcontractor shall agree to be bound by the duties and obligations of the
Contractor under this Agreement as such duties and obligations may apply. The Contractor
shall provide the City with a fully executed copy of any such subcontract.
10. INSURANCE.
Contractor shall provide the City with certificate(s) of insurance documenting policies of
the following minimum coverage limits that are to be in effect prior to commencement of any
work pursuant to this Agreement:
10.1 Coverage and Limits:
(a) Commercial General Liability
$1,000,000 Each Occurrence
$2,000,000 Aggregate
(b) Automobile Liability
$1,000,000 Each accident on a combined single limit basis or
$250,000 Bodily injury per person
$500,000 Bodily injury per person per occurrence
$100,000 Property damage
Coverage shall be on any vehicle used by the Contractor, its employees,
agents, representatives in the course of the providing services under this
Agreement. "Any vehicle" shall be any vehicle owned, hired and non -
owned
(c) Worker's Compensation
Statutory limits
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Genuine Parts Company /NAPA Auto Parts
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Employer's liability
$100,000 Each accident/occurrence
$100,000 Disease - per each employee
$500,000 Disease - policy limit
This coverage may be written as follows:
Workers' Compensation and Employers' Liability coverage with limits consistent
with statutory benefits outlined in the Texas workers' Compensation Act (Art.
8308 — 1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for
Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily
injury disease policy limit and $100,000 per disease per employee
10.2 Certificates of Insurance evidencing that the Contractor has obtained all required
insurance shall be delivered to the City prior to Contractor proceeding with any work
pursuant to this Agreement. All applicable policies shall be endorsed to name the City
as an additional insured thereon, as its interests may appear. The term "City" shall
include its employees, officers, officials, agent, and volunteers in respect to the
contracted services. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
10.3 The City reserves the right to make reasonable requests for revisions pertaining
to the types and limits of that coverage.
10.4 Contractor shall endeavor to provide a minimum of thirty (30) days notice of
cancellation or reduction in limits of coverage to the City. Ten (10) days notice shall be
acceptable in the event of non - payment of premium. Notice shall be sent to the Risk
Manager, City of Fort Worth, 1000 Throckmorton Street, Fort Worth, Texas 76102, with
copies to the Purchasing Manager and the City Attorney at the same address.
11. COMPLIANCE WITH LAWS, ORDINANCES RULES AND REGULATIONS.
Contractor and City agree to comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If the City notifies Contractor of any violation of such laws,
ordinances, rules or regulations, Contractor shall immediately desist from and correct the
violation.
12. NON - DISCRIMINATION COVENANT.
Contractor, for itself, its personal representatives, assigns, subcontractors and
successors in interest, as part of the consideration herein, agrees that in the
performance of Contractor's duties and obligations hereunder, it shall not discriminate in
the treatment or employment of any individual or group of individuals on any basis
prohibited by law. If any claim arises from an alleged violation of this non - discrimination
covenant by Contractor, its personal representatives, assigns, subcontractors or
successors in interest, Contractor agrees to assume such liability and to indemnify and
defend the City and hold the City harmless from such claim.
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Genuine Parts Company /NAPA Auto Parts
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13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when (1) hand - delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation
of the transmission, or (3) received by the other party by United States Mail, registered, return
receipt requested, addressed as follows:
To the CITY:
City of Fort Worth
Attn: Wayne Corum, ESD
4100 Columbus Trail
Fort Worth TX 76133
Facsimile: (817) 392 -5119
14. SOLICITATION OF EMPLOYEES.
To the CONTRACTOR:
Until May 1, 2012
Genuine Parts Company
Attn: Bruce Carter
3033 Military Parkway
Mesquite, TX 75149
Facsimile: (972) 288 -3392
On and after May 1, 2012
Genuine Parts Company
Attn: Bruce Carter
635 Freeport Parkway
Coppell, TX 75019
Neither the City nor Contractor shall, during the term of this Agreement and additionally
for a period of one year after its termination, solicit for employment or employ, whether as
employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
The parties agree that utilizing a generally available advertisement or announcement of an
employment opportunity shall not violate this paragraph.
15. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, the City does not waive
or surrender any of its governmental powers.
16. NO WAIVER.
The failure of the City or Contractor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein shall not constitute a waiver
of the City's or Contractor's respective right to insist upon appropriate performance or to assert
any such right on any future occasion.
17. GOVERNING LAW
This Agreement shall be construed in accordance with the internal laws of the State of
Texas.
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Genuine Parts Company /NAPA Auto Parts
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18. INVALIDITY OF PROVISIONS.
It is agreed that, in the event any covenant, condition or provision herein contained is
held to be invalid by any court of competent jurisdiction, the invalidity of such covenant,
condition or provision shall in no way affect any other covenant, condition or provision herein
contained; provided, however, that the invalidity of any such covenant, condition or provision
does not materially prejudice either Contractor or City in connection with the rights and
obligations contained in the valid covenants, conditions or provisions of this Agreement.
19. FORCE MAJEURE.
The City and Contractor shall exercise their best efforts to meet their respective duties
and obligations as set forth in this Agreement, but shall not be held liable for any delay or
omission in performance due to force majeure or other causes beyond their reasonable control
(force majeure), including, but not limited to, compliance with any government law, ordinance or
regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters,
wars, riots, material or labor restrictions by any governmental authority, transportation problems
and /or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only and shall not
be deemed a part of this Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and
revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation of this Agreement or exhibits hereto.
22. AMENDMENTS / MODIFICATIONS / EXTENSTIONS.
No extension, modification or amendment of this Agreement shall be binding upon a
party hereto unless such extension, modification, or amendment is set forth in a written
instrument, which is executed by an authorized representative and delivered on behalf of such
party.
23. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and Agreement between
the City and Contractor, their assigns and successors in interest, as to the matters contained
herein. Any prior or contemporaneous oral or written Agreement is hereby declared null and
void to the extent in conflict with any provision of this Agreement.
24. SIGNATURE AUTHORITY.
The person signing this Agreement hereby warrants that he /she has the legal authority
to execute this Agreement on behalf of the respective party, and that such binding authority has
been granted by proper order, resolution, ordinance or other authorization of the entity. The
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Genuine Parts Company /NAPA Auto Parts
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other party is fully entitled to rely on this warranty and representation in entering into this
Agreement.
25. PUBLIC INFORMATION ACT CLAUSE.
Contractor understands and acknowledges that the City is a public entity under the laws
of the State of Texas and as such, all documents held by the City are subject to disclosure
under Chapter 552 of the Texas Government Code. Contractor shall clearly indicate to the City
what `goods and services that are proprietary to GPC'. If the City is required to disclose any
documents that may reveal any Contractor Proprietary Information to third parties under the
Texas Government Code, or by any other legal process, law, rule or judicial order by a court of
competent jurisdiction, the City will notify Contractor prior to disclosure of such documents, and
give Contractor the opportunity to submit reasons for objections to disclosure. The City agrees
to restrict access to Contractor's information to those persons within its organization who have a
need to know for purposes of management of this Agreement. The City agrees to inform its
employees of the obligations under this paragraph and to enforce rules and procedures that will
prevent any unauthorized disclosure or transfer of information. The City will use its best efforts
to secure and protect GPC's `goods and services that are proprietary' information in the same
manner and to the same degree it protects its own proprietary information; however, the City
does not guarantee that any information deemed proprietary by Contractor will be protected
from public disclosure if release is required by law. The foregoing obligation regarding
confidentiality shall remain in effect for a period of three (3) years after the expiration of this
Agreement.
26. OTHER REMEDIES.
Any termination of this Agreement as provided in this Article will not relieve either party
from paying any sum or sums due and payable under the Agreement at the time of termination,
or any claim for damages then or previously accruing against either party under this Agreement.
Any such termination will not prevent enforcing payment of any such sum or sums or claim for
damages by any remedy provided for by law, or from recovering damages from either party for
any default under the Agreement. All rights, options, and remedies under this Agreement will be
construed to be cumulative, and not one of them is exclusive of the other. Either party may
pursue any or all such remedies or any other remedy or relief provided by law, whether or not
stated in this Agreement.
27. FISCAL FUNDING.
As to the City's performance of the obligations in this Agreement, the Contractor
acknowledges and agrees that the City is a governmental entity, and because of statutory,
constitutional and City Charter provisions, it cannot commit to the funding of the City's
obligations described herein beyond each fiscal year. Therefore, the funding obligations of the
City described herein are subject to and conditioned upon the City Council of the City
appropriating for each fiscal year sufficient funds to satisfy such obligations.
[SIGNATURE PAGE FOLLOWS]
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Genuine Parts Company /NAPA Auto Parts
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this
day of 1)U J' rF X , 201_t_.
CITY OF FORT WORTH:
GENUINE PARTS COMPANY /NAPA
AUTO PARTS:
By:
By:
Charles Daniels
sistant City Manager
A'
W�
TfCity Secretary
APPROVED AS TO FORM
LEGALITY
By:
7N
K. Byles
Assistant City Attorney
Date
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Genuine Parts Company /NAPA Auto Parts
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EXHIBIT A
STATEMENT OF WORK
DEFINITIONS
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Genuine Parts Company /NAPA Auto Parts
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Means this vehicle and equipment parts management and supply agreement,
including all exhibits attached and incorporated in it by reference, and all
Agreement
amendments, modifications or revisions made in accordance with its terms.
Core Inventory
This inventory contains all GPC- branded parts and /or items.
*Please note: In the original RFP, the term 'Base Inventory' was used
interchangeably with 'Core Inventory'. For standardization purposes in contract
language, we will only use the term, 'Core Inventor ' in further documentation.
CFW
Means City of Fort Worth.
This inventory contains parts and /or items that are requested to be stocked for the
City with minimum and maximum stocking levels defined by the City. This inventory
Demand Inventory
can also be known as, non -GPC branded parts.
ESD
City of Fort Worth's Equipment Services Department
FFMS
FASTERTM Fleet Management System (operated under CCG Systems Inc.), means
the City's Fleet Management System for vehicle and equipment maintenance.
GPC Branded Parts
Genuine Parts Company branded parts or items. This includes all parts branded by
GPC affiliates and subsidiaries, including but not limited to, NAPA, Motion and
Traction parts.
Jobber Cost
NAPA store acquisition cost, which applies to all GPC Branded Parts.
Light Duty Vehicles
Vehicles with a Gross Vehicles Weight under 10,000 pounds. NAFA Class codes
8,500 (1000 -2999)
Medium /Heavy Duty
Vehicles with a Gross Vehicle Weight over 10,000 pounds. NAFA Class codes
Vehicles
3,000 -8999
NAFA Class Codes
Standard vehicle and equipment classification system created and maintained by
National Association of Fleet Administrators Fleet Management Association.
OEM
(Original Equipment Manufacturer) is a company that supplies equipment to other
companies to resell or incorporate into another product using the Contractor's brand
name. It also may be used to refer to the company that acquires a product or
component and reuses or incorporates it into a new product with its own brand
name.
Contractor
Successful Proposer(s) awarded an Agreement from the RFP.
On Demand Parts
Part(s) order issued to the City within an average of 15 minutes per order for on -site
Orders
parts room locations and 45 minutes per order for locations without on -site parts
rooms.
Parts Order
An order submitted by City personnel to Contractor for fulfillment in its entirety. Part
Orders are not severable by part itemization.
PMS
Parts Management System operated by Contractor.
RFP
Request for Proposal.
Specialty / Off -road
A piece of equipment with unique or specialized performance capabilities that allow
Equipment
it to perform prescribed tasks. NAFA Class Codes (0000 -0999 & 9000 -9999)
Subcontractor
Any person or entity with whom the Contractor agrees to contract with in writing to
provide any part of-the Services specifically for the City._
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Genuine Parts Company /NAPA Auto Parts
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1. Parts Operations
1.1. The Contractor, Genuine Parts Co. /NAPA Auto Parts (GPC), shall provide and
deliver aftermarket and Original Equipment Manufacturer (OEM) parts and /or supplies
as required by each of the City of Fort Worth Departments (City). Any and all parts,
substituted or reworked must be approved by City Staff prior to acceptance. All
parts /items stocked and inventoried at City Equipment Services Department (ESD)
facilities will remain the property of the Contractor until such part or item is requested
and supplied via an official Part(s) Order by City ESD personnel and delivered to said
City personnel. Parts /items shall be categorized as one of the following:
1.1.1. Aftermarket Parts and /or supplies:
The offered part(s) shall be of similar kind and quality not made by the original
manufacturer.
1.1.2. OEM Parts and /or supplies:
The offered part(s) shall be made by the manufacturer of the original part.
1.1.3. Warranty /Recall: All aftermarket and OEM parts and /or supplies provided
by the Contractor shall be warranted against defects in material and /or
workmanship by the manufacturer. All items supplied pursuant to this Contract
are subject to the terms of written warranties provided by the manufacturer of
each part, and NAPA shall use reasonable commercial efforts to assist the
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 connection with any claims concerning the parts
supplied to the Customer pursuant to this Contract. ALL OTHER WARRANTIES,
BOTH EXPRESS AND IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF
MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE
HEREBY EXCLUDED. Copies of the manufacturers' warranties are available to
the Customer upon request. Contractor agrees that it will assign and /or transfer
any rights with respect to warranties that it has from the manufacturer to the City.
1.2. Parts Cost
1.2.1. During the Term of this Agreement, Genuine Parts Co. /NAPA Auto Parts
agrees to complete dual entry into their computer system, TAMS, and the City of
Fort Worth's computer system, FASTER, all warranty information concerning all
parts and items purchased and inventoried for the City of Fort Worth.
1.2.2. At the termination or expiration of the contract, both parties mutually
agree that CFW will take ownership and purchase from Genuine Parts Co.
/NAPA Auto Parts the remaining non -GPC branded inventory parts /items,
excluding any non -GPC inventory parts /items purchased by Genuine Parts Co.
/NAPA Auto Parts within the last sixty (60) days prior to contract termination,
unless City approves such product purchases.
1.2.3. Genuine Parts Co. /NAPA Auto Parts agree to sell all parts, supplies and
items to City of Fort Worth at 'store acquisition cost' plus mark -up.
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Genuine Parts Company /NAPA Auto Parts
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1.3. Inventory
1.3.1. Prior to occupying a City facility, GPC shall work with the City to
determine a beginning core inventory to be stocked and maintained at each
location. The Senior Contract Compliance Specialist or Department Head
appointed agent(s) are the only authorized persons to determine whether a part
or item can become an inventoried part. The City and Contractor shall mutually
agree upon minimum and maximum stocking levels of non -GPC branded parts
within the initial thirty (30) days of the Agreement commencement. If minimum
and maximum stocking levels are found to interfere with Contractor meeting its
performance requirements, the City and Contractor shall mutually agree to adjust
minimum and maximum stocking levels or to adjust the performance requirement
percentages, as applicable. Furthermore, on an as needed basis, non -GPC
branded parts placed into inventory, will receive minimum and maximum stocking
levels as determined by the City.
1.3.2. The value of non -GPC branded inventory level shall not exceed thirty -
three percent (33 %) of the annual non -GPC branded parts sales. The non -GPC
branded parts inventory level provided to the City of Fort Worth and managed by
the Contractor under this Agreement should not exceed this value.
1.3.3. Genuine Parts Co. /NAPA Auto Parts mutually agree with City of Fort
Worth that within thirty (30) days of signing the Agreement, GPC will purchase,
'at City's acquisition cost', the existing parts inventory from the City of Fort Worth
at a cost not to exceed two - hundred thousand dollars ($200,000.00). The City
and Contractor must agree that the inventory contains no obsolete or damaged
parts, are non- AutoZone branded, and that all parts meet CFW current needs for
future sale.
1.3.4. The City of Fort Worth agrees to inform the Contractor of any fleet
changes as soon as possible. Fleet changes include but are not limited to, the
removal of types of vehicles from the fleet, the addition of new vehicles to the
fleet, etc.
1.3.5. All items /parts delivered and inventoried at City ESD facilities must, if
required by law, have appropriate Material Safety Data Sheets included with
item. It is mutually agreed upon by both parties that all City personnel as well as
Genuine Parts Co. /NAPA Auto Parts personnel will have full access to all
Material Safety Data Sheets for parts and items inventoried. Contractor will store
electronically for all applicable products and the City may request printed copies.
1.3.6. To ensure accuracy and reconciliation, Genuine Parts Co. /NAPA Auto
Parts is required to enter all part(s) transaction information, description, warranty,
etc. into the City of Fort Worth's FASTER system within two hours of issuance or
upon a mutually agreed upon time period.
1.3.7. GPC agrees that the only customer at the ESD fleet facilities will be the
City's fleet with no transactions to employees or any other private enterprise.
Other municipal or City fleet operations may purchase parts from Contractor on a
charge basis with ESD approval.
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1.3.8. The City's ESD facilities may only be utilized by GPC for ESD parts
operations unless authorization is provided by City. The City's warehouses may
only be used in the capacity to warehouse parts and /or supplies for the City's
fleet needs.
1.4. Restocking
1.4.1. Restocking fees may never be applied to GPC branded parts or products.
1.4.2. During the term of this Agreement, unless specifically requested on a
documented Work Order by City personnel, or otherwise specifically requested to
be stocked by authorized City personnel, any part(s) or supply incorrectly
ordered will be the financial responsibility of the Contractor. All restocking and
shipping fees associated with the incorrectly sourced part will also be the
responsibility of the Contractor. The burden of proof is the sole responsibility of
the Contractor to prove the incorrect part was ordered by the City.
1.4.3. In the event it is determined that City personnel requested the incorrect
part be ordered, it is at the City's sole discretion as to determine whether or not
to retain the part(s) and put into inventory for future use or pay restocking and
associated shipping fees and return the part(s). This determination can only be
made by the Senior Contract Compliance Specialist or Department Head
appointee in their absence.
1.5. Warranty Information
1.5.1. All items supplied pursuant to this Contract are subject to the terms of
written warranties provided by the manufacturer of each part, and NAPA shall
use reasonable commercial efforts to assist the 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
connection with any claims concerning the parts supplied to the Customer
pursuant to this Contract. ALL OTHER WARRANTIES, BOTH EXPRESS AND
IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTIBILITY
OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED.
Copies of the manufacturers' warranties are available to the Customer upon
request. Contractor agrees that it will assign and /or transfer any rights with
respect to warranties that it has from the manufacturer to the City.
1.5.2. The Contractor further agrees to maintain a listing, independent of TAMS
and FASTER, whereas, the contractor tracks and manages all parts
manufacturers warranty information.
1.5.3. During the Term of this Agreement, The Contractor will submit a letter to
all non -GPC branded parts' manufacturers stating they are acting as the Parts
Contractor for the City of Fort Worth, so as to ensure the government pricing
rebates, both expressed and implied, are passed through to the City.
2. Contractor Duties:
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Genuine Parts Company /NAPA Auto Parts
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2.1 General Duties
2.1.1. Genuine Parts Co. /NAPA Auto Parts shall procure and furnish all parts,
materials, supplies and fluids required for the operation, maintenance and
servicing of vehicles and equipment in accordance with the quality and
availability standards outlined in this RFP.
2.1.2. All issued parts shall be new and of top quality and meet or exceed OEM
specifications. The City will not accept "white box" (goods that lack a brand
name) or gray market parts (parts that are unofficial, unauthorized or intended by
the original manufacturer).
2.1.3. GPC shall provide bulk fluids including but not limited to petroleum fluids,
washer fluids, diesel exhaust fluid, grease and lube oils as required by the City.
The City reserves the right to demand the Contractor to maintain bulk fluids at a
minimum predetermined capacity. Additionally, the City may require the
Contractor to charge out bulk fluids by individual units of measure (pints, quarts,
gallons, etc.).
2.1.4. The Contractor shall provide bulk gaseous products including but not
limited to Freon, oxygen, acetylene and argon as required by the City. The City
reserves the right to demand the Contractor to maintain bulk gaseous products at
a minimum predetermined capacity. Additionally, the City may require the
Contractor to charge out bulk gases such as Freon by individual units of measure
(ounces, pounds, etc.).
2.1.5. Prior to occupying a City facility, Genuine Parts Co. /NAPA Auto Parts
shall provide the City with descriptions and codes used to describe part
categories and sub categories.
2.1.6. Contractor must provide an inventory of stocked parts customized to the
parts room service center locations and tailored to the specific equipment
assigned to that specific service center which includes having readily available
OEM, Heavy Duty and Off Road Parts.
2.1.7. GPC must provide daily stock orders to the City's Fleet locations from
Contractor's Distribution Center to replenish the inventory on a regular basis. A
minimum of two deliveries daily, as necessary, from Contractor's Distribution
Center and local store to supplement the normal stock orders is required.
2.1.8. GPC will provide pick -up and delivery truck(s) to procure non -stock parts
from Contractor's stores or any other suppliers including overnight and /or
airfreight on a timely basis.
2.1.9. GPC will in addition to fleet maintenance items be required to stock
certain special commodities that are not directly related to the maintenance and
repair of the fleet, but may be required by the City shall include but not limited to,
Safety Glasses, Dust Masks, Gloves, Soaps or even Bug spray.
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Genuine Parts Company /NAPA Auto Parts
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2.1.10. GPC operations shall provide the following necessary equipment for the
following if needed or requested by the City:
2.1.10.1. Lube equipment for dispensing oil and greases.
2.1.10.2. Hydraulic hose making equipment.
2.1.10.3. Paint mixing equipment to custom mix any color.
2.1.10.4. Gaseous dispensing equipment.
2.1.11. GPC shall provide training (both classroom and hands -on) through
manufacturers' representative and factory training instructors by way of:
2.1.11.1. Digital Video Disc (DVD), data disc or written materials
from the manufacturer with toll -free service number or live online
technical support by way of Internet Website.
2.1.11.2. The availability of factory representatives who can offer
personal service and assistance as needed, should be provided.
2.1.11.3. An advanced, fully automated training center located at
ESD, James Avenue Service Center may be used for training when
available by appointment.
2.1.12. Enter any information into the City owned computer at the time of sale as
required by ESD Administration including complete repair order information.
2.1.13. Provide current manufacturer's price sheets or other requested
documents as needed.
2.1.14. The City of Fort Worth and Genuine Parts Co. /NAPA Auto Parts mutually
agree that any costs incurred as a result of training or training materials will be
passed onto the City in the `True Cost' model of payment from the City of Fort
Worth to Genuine Parts Co. /NAPA Auto Parts.
2.1.15. It is mutually agreed between the City and GPC, that GPC will be the
Primary Supplier of parts and supplies to the City of Fort Worth for its Fleets
maintenance needs. This includes but does not guarantee the majority of vehicle
and equipment parts and supplies.
2.2. Staffing
2.2.1. Personnel shall not be employees of or have any contractual relationship
with the City.
2.2.2. An Account Representative, or Supplier designee, shall be assigned to
the City and be readily available during Monday through Friday from 7:00am
through 5:30pm via telephone and /or email for regular business. Additionally, an
Parts Supply and Management Services Agreement
Genuine Parts Company /NAPA Auto Parts
Page 15 of 28
Account Representative must be available on a twenty -four (24) hour / seven (7)
day a week basis.
2.2.3. Unless inclement weather is deemed severe by a government agency,
such as the Federal Emergency Management Agency (FEMA), local /county
Police or Fire Departments, GPC will provide delivery service when requested by
the City. Incidents such as rain are not adequate justification for Contractor to
not perform their duties.
2.2.4. GPC personnel shall conduct themselves in a professional manner to all
City employees at all times. Rude or discourteous behavior will not be tolerated
and the offense shall be justification for termination of contract.
2.2.5. GPC shall obtain a copy a of the City's Alcohol Misuse and Drug Abuse
Policy that shall apply to Contractor's employees in performance of the contract.
The City is not responsible for testing, treatment programs and claims of any
type.
2.2.6. GPC delivery personnel shall have a satisfactory driving record and
possess a valid state of Texas Driver's License for the designated class of
vehicle they are operating.
2.2.7. GPC delivery personnel agree to be in uniform which identifies the
Supplier or possess an easily identifiable name badge located on the front of
their person.
2.2.8. Within 6 months, at least 75% of GPC counter /parts personnel shall
possess a current ASE parts certification and other available certifications and
driver's license requirements to perform daily functions of supplying parts and to
perform reasonable activities as requested by ESD. The City retains the right to
verify Contractor personnel is certified ASE or other automotive parts recognized
associations.
2.2.9. GPC agrees that if they are not operating at full staff, they will exercise
the option of a 'dedicated floater' plan to ensure the City's day to day operations
are not adversely affected. A 'dedicated floater' can be a Contractor employee
who works at one of the ESD facilities temporarily until the position is filled. If
Contractor's staffing falls below twelve (12) positions, then a penalty for not
having a full staff on -site will commence. After thirty (30) days of losing a
permanent employee at a position that puts the staff at or below twelve (12)
persons, not including the dedicated floater, a five - hundred ($500.00) per day
charge will be assessed.
2.2.10. If the City requests any additional fleet management activities to be
performed by the Contractor, the activities must first be mutually agreed upon by
both parties. Furthermore, both parties mutually agree that if the City has
disputes or issues arising with Contractor personnel on -site, the City can request
mediation at shared expense to resolve issue. While the City recognizes it is
GPC's decision whether Contractor's personnel is hired or dismissed from their
organization; the City retains the right to identify all person(s) in violation of city
Parts Supply and Management Services Agreement
Genuine Parts Company /NAPA Auto Parts
Page 16 of 28
policies on city property. Therefore, whether or not a person is permitted on city
property is a City determination. This determination can only be made by ESD
Director or Department- appointed head.
2.2.11. Both parties mutually recognize the City of Fort Worth's ability to retain
the right to determine, based on City policy and procedure, if a person(s) ,
whether a Contractor employee or sub - contractor, is in violation of City policy and
can be removed from City premises. This authorization gives the City the right to
initiate an investigation if warranted. The City will notify and document any
investigation if Contractor requests.
2.3. Performance Requirements
2.3.1. Performance requirements cited below for each category are the City's
expectations to be met or exceeded by Contractor for all parts ordered. It is the
City's desire that these guidelines be strongly adhered to in order for the City to
meet its objectives.
On Demand Parts for locations having Parts Rooms On -site shall be issued to
the City within an average of 15 minutes per order.
On Demand Parts for locations without On -site Parts Room, shall be issued to
the City within an average of forty five (45) minutes.
Light Vehicle / Automotive Needs
LIGHT DUTY PARTS
Medium /Heavy Duty Vehicle Needs
MEDIUM / HEAVY DUTY
PARTS /SPECIALTY
OFF -ROAD PARTS
On Demand Parts Orders 90%
Within 2 days 95%
Within 3 days or less 98%
On Demand Parts Orders 80%
Within 5 days 90%
Within 10 days or less 95%
2.3.1.1. Please note, all Performance Standard Requirements stated
above reference complete `Parts Orders', not itemized Parts within an
order processed. Contractor will be evaluated based on the
percentage of completed `Parts Orders' fulfilled. However, authorized
City personnel may change Parts Orders by removing unavailable
parts from such order that are not critical to the performance of the
vehicle.
2.3.2. Genuine Parts Co. /NAPA Auto Parts must have a minimum of three (3)
vehicles, adequately staffed with Contractor personnel, available for pick -up and
delivery of parts daily. (Contractor's staff holidays, vacations or other personal
time off should not affect this Agreements mandatory staffing requirements. If
drivers are not in need of driving services at any particular time, the City retains
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Genuine Parts Company /NAPA Auto Parts
Page 17 of 28
the right to ask the Contractor to reallocate the personnel staff to a busier area in
times of needs.)
2.4. Reporting Requirements
2.4.1. Genuine Parts Co. /NAPA Auto Parts are required to provide the following
reports. The reports must be comprehensive of all parts sales and inventory. All
Reports are required to specifically identify each part number in as much detail
as possible. GPC must provide all reports electronically via the City's FTP site in
tabular format such as comma - separated values (CSV) file format or through
extensible markup language (XML) format.
2.4.1.1. Daily Reconciliation Report. The Contractor shall submit a daily
reconciliation report. The Daily Reconciliation Report shall reconcile all parts
transactions between the Contractor's PMS and the City's FFMS. At a minimum
this report shall include, Part Order number, Invoice number, Work Order or
Independent Issue number, Part number, Part quantity, Part unit price, extended
price, Part description, date and time Part was issued.
2.4.1.2. Daily Availability Report. The Contractor shall submit a separate
daily report, which itemizes Parts issued and time required to issue those Parts
from the time a request is received from the mechanic. At a minimum, this report
shall include, Part Order number, Invoice number, Work Order or Independent
Issue number, Part number, Part quantity, Part unit price, extended price, Part
description, date and time Part was requested, and date and time Part was
received, and the estimate date and time of arrival of each Part on order.
2.4.1.3. Weekly Warranty Reports. The Contractor must submit a weekly
report to the City that fully describes the parts eligible and supplied, by line item
and with costs assigned under the warranty provisions of this Agreement.
2.4.1.4. Monthly Invoice Report. A report itemizing all parts invoiced for
the month shall be submitted with the monthly invoice.
2.4.1.5. Monthly Availability Report. The Contractor must submit separate
monthly report itemizing Parts issued and time required issuing those Parts from
the time a request is received from the mechanic. At a minimum, this report shall
include Work Order number, Part number, Part description, date and time Part
was request, and date and time Part was received.
2.4.1.6. Annual Report. On the calendar year of the effective date of this
Agreement and every other anniversary date thereafter, the Contractor must
submit to the City a written annual report that summarizes the year's activity in a
format agreed upon by the parties.
2.4.1.7. Ad Hoc Reporting. The City reserves the right to obtain from the
Contractor additional reports as required at no additional cost, which reports are
reasonably capable of being produced from data in the Contractor's PMS.
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Genuine Parts Company /NAPA Auto Parts
Page 18 of 28
2.4.1.7.1. The City of Fort Worth mutually agrees with Genuine Parts Co. /NAPA
Auto Parts that the Ad Hoc Reporting request will not be inclusive in the
performance criteria for payment incentive as it is not defined as the time of
Agreement enactment. However, the City reserves the right and expectation of
the Contractor to comply with any Ad Hoc Reporting the City may request.
2.5. Records and Record Keeping
2.5.1. Genuine Parts Co. /NAPA Auto Parts shall maintain all records including,
but not limited to, part costs, salaries, and overhead expenses. All records
pertaining to charges made to the City may include copies of electronic and hard
data, books, records, correspondence, instructions, manuals, receipts, vouchers,
time cards, and memorandums relating to this Agreement and in accordance with
Texas Statutes.
2.5.2. Access to this information shall be strictly limited to information directly
related to the Parts and Services supplied to the City herein.
2.5.3. The City agrees to cause any employee or agent to sign a confidentiality
agreement, provided by Contractor and subject to review by the City Attorney's
Office, prohibiting such employee or agent from disclosing information not
directly related to City information that may be revealed in compliance with this
section.
2.5.4. Genuine Parts Co. /NAPA Auto Part's computer system will store all
transactions for period of three (3) years from termination or expiration of the
agreement, whichever comes first. At which time they will be transferred to
computer disk for retrieval by self and provided as a copy to the City. Once
records are transferred to the City, it is the City's sole responsibility to maintain
and archive the records.
2.5.5. Furthermore, all records and transactions pertinent to this Agreement,
between sub - contractors and GPC will be stored electronically for a period of
three (3) years from termination or expiration of the agreement, whichever comes
first, then retrieved and provided as a copy to the City. The Contractor cannot
guarantee the subcontractors will retain the records themselves, so as to comply
with the City's request, they will retain all.
3. City of Fort Worth Duties:
3.1 The City reserves the right to purchase parts directly from other sources for due
cause, based upon the failure of the Contractor to perform in accordance with
performance standards, special needs, or emergency situations which may arise during
the term of the contract agreement or any renewals and /or extensions.
3.2 The City reserves the right to direct the Contractor to purchase parts from suppliers
designated by the City if the price or quality of the part provided by the Contractor is not
satisfactory.
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Genuine Parts Company /NAPA Auto Parts
Page 19 of 28
3.3 The City reserves the right to direct GPC to solicit multiple vendors competitively and
purchase and issue parts determined to be of the best value to the City. Conversely, if
the City has documented, negative operational experience with a certain vendor, the City
reserves the right to direct the Contractor to purchase parts from another vendor.
Furthermore, for Specialty high -cost parts /items, the City reserves the right to require the
Contractor to document how they competitively bid at least three (3) vendors or sub-
contractors for said part/item to ensure the best practice and value for the City was
regarded.
3.4 The City reserves the right to determine the minimum grade rating of fasteners,
including but not limited to nuts, bolts and washers.
3.5 Written notification is required from either party for changes to minimum and
maximum unit levels and when making additions to or subtractions from the demand
inventory.
3.6 The City's vehicle and equipment inventory changes constantly and parts stocked by
the Contractor may become obsolete. The City and Contractor shall review both core
and demand inventory biannually to determine obsolescence. The City retains the right
to determine which parts are obsolete. Parts for vehicles or equipment which are no
longer in need, are out of date, or obsolete shall be returned for credit, if possible and /or
exchanged for current stock needs. Restocking fees may apply, and some items may
not be returnable. GPC branded parts shall not incur any restocking fees.
3.7 The City reserves the right to inspect the quality of materials, supplies and
equipment proposed to be furnished and to reject any items deemed not to meet original
equipment standards and performance.
3.8 At its discretion, the City may elect to purchase or maintain ownership of certain
specialized items.
3.9 The City reserves the right to purchase parts and services from other sources if the
Contractor does not obtain desired parts by start of business the day after request and in
emergency situations, to procure parts immediately, if Contractor can't supply the parts
in an acceptable time frame.
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Genuine Parts Company /NAPA Auto Parts
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EXHIBIT B
PAYMENT SCHEDULE
1.0 Basis of Payment
1.1 Payment will be based upon Performance Measurements below
1.2 The City will reimburse the Contractor for the monthly expenses necessary to run
the City's Parts operations after invoiced by the Contractor at the end of that month.
These expenses will be limited to those specified in the City's annual budget as
approved by the Fort Worth City Council.
1.3 The City will only pay for all parts and /or items issued in FFMS and properly
reconciled during the month after invoiced by the Contractor at the end of that month.
1.4 One (1) payment will be issued monthly for items 1.1 and 1.2 above.
1.5 If Contractor fails to perform or supply requirements referenced in the Reporting
section, the maximum reduction referenced in Chart C shall apply and be assessed and
deducted quarterly against each applicable monthly payment made to the Contractor
from the City. If City does not receive any required reports, then City will contact the
Contractor and give Contractor opportunity to supply the reports within 24 hours of
notification.
2.0 Criteria for Payment
2.1 At the end of each the month, Genuine Parts Co. /NAPA Auto Parts will submit
an invoice, Contractor's monthly operating statement and any Reports required by the
City to substantiate the costs and any expenses associated with running the parts facility
for the City. No other invoices for Parts or expenses for running the City's parts
operation shall be accepted or paid. Costs may not exceed the City's annual budgeted
amount allocated to the Equipment Services Department. The City will determine
whether any rates, costs, and expenses invoiced are in accordance with the Proposal
submitted by Contractor and the terms of the Agreement. The City will review for
reconciliation and, as stated earlier, will pay only for those Parts issued in FFMS,
properly reconciled per the daily reconciliation reports, and interfaced to the Contractor's
PMS. Parts issued by the Contractor and subsequently returned by the City unused,
and in saleable condition, must be fully credited back to the work order through FFMS
immediately upon return to the Contractor.
2.2 Costs for all Parts will be the price stated in the originally submitted Proposal(s)
by the Contractor. Pricing shall be provided in electronic format (in readable
spreadsheet, Excel, etc.) upon issuance of the initial Notice to Proceed. Prices on
individual parts shall fluctuate throughout the term of the Contract, as Contractor shall
pass on price increases and decreases from its suppliers. If City finds a part at a lower
price, Contractor, if feasible, shall source the product from the vendor at the lower price.
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Genuine Parts Company /NAPA Auto Parts
Page 21 of 28
2.3 The Monthly Availability Report will be reviewed quarterly to indicate compliance
with the performance requirements as stated above. After the initial six (6) month period
from the first day of services by the Contractor, the Contractor shall be held to the
performance requirements outlined in the Agreement and reductions and /or incentives
for the prior months shall be assessed on each quarterly invoice in accordance with
Chart C. If Contractor fails to provide all of the reports, the maximum reduction
referenced in Chart C shall apply and be assessed and deducted quarterly against each
applicable monthly payment made to the Contractor from the City. If City does not
receive any required reports, then City will contact the Contractor and give Contractor
opportunity to supply the reports within 24 hours of notification. The City will have ten
(10) days to review the invoice and supporting reports and use other reports the City
deems necessary for independent verification before submission is made for payment.
Payment shall be made to Contractor within thirty (30) days of receipt of invoice.
CHART C
Criteria Standards for Invoice Reduction / Incentive Payment Plan for On Demand Part
Orders Issued to the City.
CHART C (1) LIGHT DUTY PERFORMANCE CRITERIA
Performance Rate Reduction / Incentive Rate **
0 -50%
-1.5%
51%-85%
-.5%
86%-95%
0%
96 % -98%
+.5%
99% -100%
+1%
CHART C (2) MEDIUM /HEAVY DUTY PERFORMANCE CRITERIA
Performance Rate
0 -50%
51%-74%
75%-85%
86%-90%
91%-100%
Reduction / Incentive Rate"
-1.5%
-.5%
0%
+.5%
+1%
"Reduction /incentive rates apply only to the corresponding categories in the chart-- each
vehicle category is treated individually. The reduction /incentive rates are not cumulative.
* The Criteria Standards for Invoice Reduction or Incentive Payments will be based on a daily
weighted average by shop and calculated once a quarter.
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Genuine Parts Company /NAPA Auto Parts
Page 22 of 28
EXHIBIT C
ADDITIONAL TERMS AND CONDITIONS
1.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS - No officer or
employee of the City shall have a financial interest, direct or indirect, in any contract with the
City or be financially interested, directly or indirectly, in the sale to the City of any land,
materials, supplies or services, except on behalf of the City as an officer or employee. Any
willful violation of this section shall constitute malfeasance in office, and any officer or employee
found guilty thereof shall thereby forfeit his office or position. Any violation of this section with
the knowledge, expressed or implied, of the person or corporation contracting with the City
Council shall render the contract invalid by the City Manager or the City Council. (Chapter
XXVII, Section 16, City of Fort Worth Charter)
2.0 TITLE AND RISK OF LOSS - The title and risk of loss of the goods shall not pass to the
City until the City actually receives and takes possession of the goods at the point or points of
delivery after inspection and acceptance of the goods.
3.0 DELIVERY TERMS AND TRANSPORTATION CHARGES — Freight terms shall be
F.O.B. Destination, Freight Prepaid and Allowed, unless delivery terms are specified otherwise
in Contractor's proposal. The City agrees to reimburse Contractor for transportation costs in the
amount specified in Contractor's proposal or actual costs, whichever is lower, if the quoted
delivery terms do not include transportation costs; provided, the City shall have the right to
designate what method of transportation shall be used to ship the goods.
4.0 PLACE OF DELIVERY - The place of delivery shall be set forth in the "Ship to" block of
the purchase order, purchase change order, release order or other instructions from the City.
5.0 RIGHT OF INSPECTION - The City shall have the right to inspect the goods upon
delivery before accepting them. Contractor shall be responsible for all charges for the return to
Contractor of any goods rejected as being nonconforming under the specifications.
6.0 INVOICES
6.1 Contractor shall submit separate invoices in duplicate, on each purchase order or
purchase change order after each delivery. Invoices shall indicate the purchase order or
purchase change order number. 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, should be attached to the invoice. Contractor shall mail or deliver invoices to
the City's Department and address as set forth in the block of the purchase order,
purchase change order or release order entitled "Ship to." Payment shall not be made
until the above instruments have been submitted after delivery and acceptance of the
goods and /or services.
6.2 Contractor shall not include Federal Excise, State or City Sales Tax in its
invoices. The City shall furnish a tax exemption certificate upon Contractor's request.
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Genuine Parts Company /NAPA Auto Parts
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7.0 PRODUCT WARRANTY — All items supplied pursuant to this Contract are subject to the
terms and written warranties provided by the manufacturer of each part, 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 connection with any claims concerning the parts supplied
to the Customer pursuant to this Contract. ALL OTHER WARRANTIES, BOTH EXPRESS AND
IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS
FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. Copies of the manufacturer's
warranties are available to the Customer upon request. Contractor agrees that it will assign
and /or transfer any rights with respect to warranties that it has from the manufacturer to the City.
8.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY - Contractor
warrants that the goods and services that are proprietary to the Contractor do not infringe upon
or violate any United States patent, copyright, or trade secret. Contractor will defend at its
expense any action against the City or the City as licensee to the extent that it is based on a
claim that goods used or services that are proprietary to the Contractor provided used within the
scope of the license hereunder infringe upon a United States patent, copyright or trade secret,
and Contractor will pay any and all reasonable costs and damages finally awarded against the
City or the City as licensee in such actions which is attributable to such claim. Should the
products or services that are proprietary to the Contractor become, or in Contractor's opinion be
likely to become, the subject of any claim of infringement, Contractor shall either: (a) procure for
the City the right to continue to use the goods or services that are proprietary to the Contractor;
or (b) modify the goods or services that are proprietary to the Contractor to make them non -
infringing, provided that such modification does not materially adversely affect the City's
authorized use; or (c) replace the goods or services that are proprietary to the Contractor with
equally suitable, compatible, and functionally equivalent non - infringing goods or services at no
additional cost to the City; or (d) if none of the foregoing alternatives is reasonably available to
Contractor, terminate this agreement. Not withstanding the provision above, Contractor agrees
to use its best efforts to secure for the City the same rights and /or use of the Contractor's non-
proprietary goods, services and products.
9.0 NETWORK ACCESS - The City owns and operates a computing environment and
network (collectively the "Network "). If Contractor requires access, whether onsite or remote, to
the City's network to provide services hereunder, and the Contractor is required to utilize the
Internet, Intranet, email, City database, or other network application, Contractor shall separately
execute the City's Network Access Agreement prior to providing such services. A copy of the
City's standard Network Access Agreement can be provided upon request.
10.0 CANCELLATION - The City shall have the right to cancel this contract immediately for
default on all or any part of the undelivered portion of this order if Contractor breaches any of
the terms hereof, including warranties of Contractor. Such right of cancellation is in addition to
and not in lieu of any other remedies, which the City may have in law or equity.
11.0 ASSIGNMENT / DELEGATION - No interest, obligation or right of Contractor, including
the right to receive payment, under this contract shall be assigned or delegated to another entity
without the express written consent of the City. Any attempted assignment or delegation of
Contractor shall be wholly void and totally ineffective for all purposes unless made in conformity
with this paragraph. Prior to the City giving its consent, Contractor agrees that Contractor shall
provide, at no additional cost to the City, all documents, as determined by the City, that are
reasonable and necessary to verify Contractor's legal status and transfer of rights, interests, or
Parts Supply and Management Services Agreement
Genuine Parts Company /NAPA Auto Parts
Page 24 of 28
obligations to another entity. The documents that may be requested include, but are not limited
to, Articles of Incorporation and related amendments, Certificate of Merger, IRS Form W -9 to
verify tax identification number, etc. the City reserves the right to withhold all payments to any
entity other than Contractor, if Contractor is not in compliance with this provision. If Contractor
fails to provide necessary information in accordance with this section, the City shall not be liable
for any penalties, fees or interest resulting there from.
12.0 WAIVER - No claim or right arising out of a breach of this 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 in writing and is signed by the aggrieved party.
13.0 MODIFICATIONS - This contract can be modified or rescinded only by a written
agreement signed by both parties.
14.0 IMMIGRATION NATIONALITY ACT — The City of Fort Worth actively supports the
Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility,
employment verification, and nondiscrimination. Contractor shall verify the identity and
employment eligibility of all employees who perform work under this Agreement. Contractor
shall complete the Employment Eligibility Verification Form (1 -9), maintain photocopies of all
supporting employment eligibility and identity documentation for all employees, and upon
request, provide Contractor with copies of all 1 -9 forms and supporting eligibility documentation
for each employee who performs work under this Agreement. Contractor shall establish
appropriate procedures and controls so that no services will be performed by any worker who is
not legally eligible to perform such services. Contractor shall provide the City with a certification
letter that it has complied with the verification requirements required by this Agreement.
Contractor shall indemnify the City from any penalties or liabilities due to violations of this
provision. The City shall have the right to immediately terminate this Agreement for violations of
this provision by Contractor.
15.0 ENVIRONMENTAL — This provision contains the minimum terms and conditions required
of a waste services provider. The City reserves the right to require additional terms and
conditions as necessary, and shall provide such additional terms in writing to NAPA by way of
an Amendment
15.1 Environmental Duties:
15. 1.1 NAPA shall store products in the original manufacturer container or within
a bulk storage container that is compatible with product and meets all Federal,
State and local regulatory requirements.
15.1.2 NAPA shall provide documentation to the City that clearly shows NAPA is
properly certified, licensed or permitted to conduct contracted operations,
including but not limited to the handling of lead acid batteries.
15.1.3 The City will dispose of regulated waste through City contracts with other
entities and NAPA shall not accept nor contract for disposal of such waste.
For example, used oil is collected by a city vendor for recycling.
15.1.4 Any spills, leaks or discharges that result from NAPA employees,
suppliers, or other NAPA agents shall be promptly controlled and cleaned up by
Parts Supply and Management Services Agreement
Genuine Parts Company /NAPA Auto Parts
Page 25 of 28
NAPA. While stock is in the control of NAPA any spill, leak, or discharge shall
be promptly controlled and cleaned up by NAPA at it's sole expense.
15.2 Environmental Definitions
15.2.1 Contractor agrees not to accept, transport, store, or dispose of any
fluid wastes, RCRA, CERCLA, OR TSCA regulated wastes in performance
of this contract.
15.2.2 Environmental Damages shall mean all claims, judgments, damages,
losses, penalties, fines, liabilities (including strict liability), encumbrances, liens,
costs, and expenses of investigation and defense of any claim, whether or not
such claim is ultimately defeated, and of any good faith settlement or judgment,
of whatever kind or nature, contingent or otherwise, matured or unmatured,
foreseeable or unforeseeable, including without limitation reasonable attorney's
fees and disbursements and Contractor's fees, any of which are incurred as a
result of handling, collection, transportation, storage, disposal, treatment,
recovery, and /or reuse of waste or products, including but not limited to fluids,
pursuant to this contract, or the violation of any environmental requirements
pertaining to, and including without limitation:
15.2.3 Damages for personal injury and death, or injury to property or natural
resources;
15.2.4 Fees incurred for the services of attorneys, Contractors, subcontractors,
experts, laboratories and all other costs in connection with the investigation or
remediation of such wastes or violation of environmental requirements including,
but not limited to, the preparation of any feasibility studies or reports of the
performance of any cleanup, remediation, removal, response, abatement,
containment, closure, restoration or monitoring work required by any federal,
state or local governmental agency or political subdivision, or otherwise
expended in connection with the existence of such wastes or violations of
environmental requirements, and including without limitation any attorney's fees,
costs and expenses incurred in enforcing this contract or collecting any sums due
hereunder; and
15.2.5 Liability to any third person or governmental agency to indemnify such
person or agency for costs expended in connection with the Environmental
Requirements.
15.2.6 Environmental Requirements shall mean all applicable present and future
statutes, regulations, rules, ordinances, codes, licenses, permits, orders,
approvals, plans, authorizations, concessions, franchises, and similar items, of all
governmental agencies, departments, commissions, boards, bureaus, or
instrumentalities of the United States, states, and political subdivisions thereof
and all applicable judicial, administrative, and regulatory decrees, judgments, and
orders relating to the protection of human health or the environment, including
without limitation:
Parts Supply and Management Services Agreement
Genuine Parts Company /NAPA Auto Parts
Page 26 of 28
15.2.7 All requirements, including, but not limited to, those pertaining to reporting,
licensing, permitting, investigation, and remediation of emissions, discharges,
releases, or threatened releases of hazardous materials, pollutants,
contaminants or hazardous or toxic substances, materials, or wastes whether
solid, liquid, or gaseous in nature, into the air, surface water, groundwater, storm
water, or land, or relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport, or handling of pollutants, contaminants, or
hazardous or toxic substances, materials, or wastes, whether solid, liquid, or
gaseous in nature; and
15.2.8 All requirements pertaining to the protection of the health and safety of
employees or the public.
15.3 Requirements - Contractor warrants that it understands the known hazards and
suspected hazards that are present to persons, property and the environment by
providing packing, transporting, and disposal of hazardous, special and solid waste.
Contractor further warrants that it will perform all services under this contract in a safe,
efficient and lawful manner using industry accepted practices, and in full compliance with
all Environmental Requirements and is under no restraint or order which would prohibit
performance of services under this contract.
15.4 Vehicle Specifications - If applicable, the Vehicles used by Contractor and
Contractor's subcontractor(s) in providing collection of materials under the Contract shall
be designed to prevent leakage, spillage or overflow.
15.5 CONTRACTOR AGREES TO INDEMNIFY CITY AGAINST ANY AND ALL
ENVIRONMENTAL DAMAGES AND THE VIOLATION OF ANY AND ALL
ENVIRONMENTAL REQUIREMENTS TO THE EXTENT THAT THEY RESULT FROM
THE HANDLING, COLLECTION, TRANSPORTATION, STORAGE, DISPOSAL,
TREATMENT, RECOVERY, AND /OR RECYCLING OF WASTE COLLECTED
PURSUANT TO THIS AGREEMENT, WHEN SAID ENVIRONMENTAL DAMAGES OR
THE VIOLATION OF SAID ENVIRONMENTAL REQUIREMENTS WAS THE RESULT
OF ANY ACT OR OMISSION OF CONTRACTOR, ITS OFFICERS, AGENTS,
EMPLOYEES, OR SUBCONTRACTORS.
15.6 ENVIRONMENTAL INDEMNIFICATION - CONTRACTOR DOES HEREBY
RELEASE, INDEMNIFY, DEFEND, REIMBURSE, AND HOLD HARMLESS THE CITY,
ITS OFFICERS, AGENTS, EMPLOYEES AND VOLUNTEERS, AGAINST ANY AND
ALL ENVIRONMENTAL DAMAGES AND THE VIOLATION OF ANY AND ALL
ENVIRONMENTAL REQUIREMENTS TO THE EXTENT THAT THEY RESULT FROM
CONTRACTOR'S HANDLING, COLLECTION, TRANSPORTATION, TESTING,
STORAGE, DISPOSAL, TREATMENT, RECOVERY, AND /OR REUSE,
BYCONTRACTOR, OF WASTE COLLECTED PURSUANT TO THIS CONTRACT.
15.7 Licenses and Permits - Contractor agrees to obtain and pay for all licenses,
permits, certificates, inspections and all Governmental Approvals and other fees
required by Applicable Law or otherwise necessary to perform the services prescribed
hereunder
Parts Supply and Management Services Agreement
Genuine Parts Company /NAPA Auto Parts
Page 27 of 28
15.8 Unacceptable Waste - Contractor shall NOT knowingly accept, nor be required
to accept for disposal, Unacceptable Waste including waste fluids. Contractor shall
leave Unacceptable Waste at its original location and notify the Director immediately of
the location and provide the Director with a description of such waste. Contractor
reserves the right to reject or revoke acceptance of any Unacceptable Waste. Upon
notification from the Contractor, the Director shall determine whether the waste is
Unacceptable Waste or acceptable under the terms of this Contract. Contractor shall
immediately return to the site to pick up the suspected waste upon notification from the
Director that the waste is not Unacceptable Waste. Contractor may dispose of non -
regulated waste products in the City's regular waste disposal.
16.0 DISABILITY - In accordance with the provisions of the Americans With Disabilities Act of
1990 (ADA), Contractor warrants that it and any and all of its subcontractors will not unlawfully
discriminate on the basis of disability in the provision of services to general public, nor in the
availability, terms and /or conditions of employment for applicants for employment with, or
employees of Contractor or any of its subcontractors. Contractor warrants it will fully comply
with ADA's provisions and any other applicable federal, state and local laws concerning
disability and will defend, indemnify and hold the City harmless against any claims or allegations
asserted by third parties or subcontractors against the City arising out of Contractor's and /or its
subcontractor's alleged failure to comply with the above - referenced laws concerning disability
discrimination in the performance of this agreement.
As GPC is not leasing the facility from the City, the City is responsible for all provisions in
accordance with the ADA of 1990. However, as GPC will be utilizing the facility, the City is
within their rights to inspect and mandate that GPC not alter the facilities in any way that would
cause non - compliance with the ADA of 1990 regulations.
Parts Supply and Management Services Agreement
Genuine Parts Company /NAPA Auto Parts
Page 28 of 28
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved As Corrected on 12/13/2011
DATE: Tuesday, December 13, 2011
LOG NAME: 21 NAPACONTRACT
REFERENCE NO.: C -25375
SUBJECT:
Authorize Execution of a Contract to Supply Parts, Staffing and Management for the City's Parts
Distribution and Maintenance Centers with Genuine Parts Company for a Projected Cost Not to Exceed
$4,505,811.00 in Fiscal Year 2011 -2012 (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of an Agreement with Genuine Parts
Company to provide parts, staffing and systems for management of parts operations for Equipment
Services Department maintenance facilities.
DISCUSSION:
The Equipment Services Department (ESD) is responsible for the acquisition, preventive maintenance,
repairs and fueling for the City's mixed fleet of vehicles, off -road equipment and related equipment. On
June 16, 2011, the City issued a Request for Proposals for prospective contractors to provide parts,
supplies, staffing and management for ESD's Parts Distribution and Maintenance Centers. Proposals were
received from five vendors on July 21, 2011 and reviewed by an evaluation committee comprised of five
City staff members from the Police, Fire, Transportation and Public Works, Water and Equipment Services
Departments. Genuine Parts Company (NAPA) was scored to have submitted the best and most
responsive proposal based upon the rating criteria. ESD recommends that NAPA be awarded the contract
to supply parts, staffing and management for the City's Parts Distribution and Maintenance Centers. NAPA
will provide all parts, staffing and systems for parts management at each of ESD's Parts Distribution and
Maintenance Centers.
This Mayor and Council Communication covers funding for nine months of the first contract year. A
proportional increase will be realized for the first full fiscal year of the contract.
PRICE ANALYSIS — NAPA will be paid for materials, supplies, equipment and services at actual NAPA
cost. Gross profit margin of 10 percent will be added on parts purchased. NAPA distribution centers are
operated with no overhead cost factored into the gross profit margin calculations. NAPA will provide 15
staff members to be distributed among the City's Parts Distribution and Maintenance Centers for parts
management. Year two and subsequent year costs are subject to annual adjustments based on the
vendor making written request and changes in the Consumer Price Index, Employment Calculator.
ADVERTISEMENT - This Request for Proposal was advertised in the Fort Worth Star — Telegram on June
16, 2011, June 22, 2011, June 29, 2011 and July 6, 2011. The Purchasing Division solicited 124 vendors
from the City's purchasing database system for this service. Five proposals were received.
M/WBE — A waiver of the goal for M/WBE subcontracting requirements was requested by the Equipment
Services Department and approved by the M/WBE Office because the purchase of goods or services is
from sources where subcontracting or supplier opportunities are negligible.
Logname: 2 1 NAPACONTRACT Page 1 of 2
AGREEMENT TERMS — This Agreement shall include an initial three year term to begin on or about
January 1, 2012 and have two options for one year renewal. Renewal does not require specific City
Council approval provided the City Council has appropriated sufficient funds to satisfy the City's obligation
during the renewal term.
FISCAL INFORMATION / CERTIFICATION:
The Financial Management Services Director certifies that funds are available in the current operating
budget, as appropriated, of the Equipment Services Fund.
FUND CENTERS:
TO Fund /Account /Centers
CERTIFICATIONS:
Submitted for City Manager's Office by_
Originating Department Head:
Additional Information Contact:
FROM Fund /Account /Centers
1) P161 523200 0212015
2) P161 539120 0212015
Charles Daniels (6199)
Wayne Corum (5118)
Wayne Corum (5118)
ATTACHMENTS
1. Approved MWBE Waiver - NAPA Contract M &C.pdf (CFW Internal)
2. P161- 523200- 0212015.doc (CFW Internal)
3. P161- 5391 20- 021 201 5.doc (CFW Internal)
$4.091,971.00
$413,840.00
Logname: 2 1 NAPACONTRACT Page 2 of 2