HomeMy WebLinkAboutContract 28089 CITY SECRETARY BOO,
70-72-02 X111 :49 IN
INTEGRATED SUPPLY AGREEMENT
BY AND BETWEEN
GENUINE PARTS COMPANY
AND
CITY OF FORT WORTH
THIS INTERGRATED SUPPLY AGREEMENT (this "Agreement") is made by and
between GENUINE PARTS COMPANY, a Georgia corporation ("NAPA"), and The City of Fort
Worth, Texas, a home-rule municipal corporation ("CITY"), to be effective as of the / day of
October, 2002(the"Effective Date").
WITNESSETH
WHEREAS, NAPA desires to establish inventories in CITY's locations to service the fleet
parts needs of CITY and to serve as the primary supplier of automotive replacement parts and
other goods and services as required by CITY(the"Inventory"); and
WHEREAS, CITY desires to engage NAPA to provide a comprehensive program of parts
supply, services, and management to meet the needs of CITY; and
WHEREAS, CITY will provide space for the Inventory on CITY premises for use by NAPA
("Parts Distribution Center") and agrees that NAPA will be its primary supplier of the Inventory
pursuant to the terms herein.
NOW THEREFORE, in consideration of the mutual promises and covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency of which are
acknowledged, the parties hereto agree as follows:
AGREEMENT
IF
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1. DEFINITIONS. For purposes of this Agreement, the followin g terms shall have
the meanings set forth below:
(a) Lowest Obtained Cost shall mean the lowest cost at which a part can be
acquired by NAPA.
2. CITY'S CURRENT LOCATIONS. NAPA will establish Parts Distribution Centers
at the CITY'S following location(s):
Southside Service Center: 4100 Columbus Trail, Ft.Worth, Texas 76133, Mapsco 103L
Harley Service Center: 3409 Harley Avenue, Ft.Worth,Texas 76107, Mapsco 76E
Downtown Service Center: 1013 Cherry Street, Ft.Worth, Texas 76102, Mapsco 76D
Water Service Center: 2201 Daggett Street, Ft.Worth, Texas 76104, Mapsco 76G
Brennan Service Center: 2500 Brennan Avenue, Ft.Worth, Texas 76106, Mapsco 63E
Tire Service Center: 2950 Bolt Street, Ft.Worth, Texas 76110, Mapsco 90E
Locations of the CITY may be added to or deleted from this Agreement but only by a written
amendment executed and agreed to by both the CITY and NAPA. Notwithstanding the foregoing
language, CITY agrees to, and hereby grants, NAPA the right of first refusal on any and all new
or additional locations of CITY that are to be serviced by an On Site Store or similar supply entity.
��FFMAL RECORD
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3. TERM. The initial term of this contract shall be for o three CB year period
beginning on the Effective Dote. Upon expiration of the initial tann, this Agreement can be
renewed for up to three successive one(1)year terms upon agreement of the parties.
4~ DUTIES AND RESPONSIBILITIES OF NAPA. NAPA ohmU have the following
duties and responsibilities during the term cf this Agreement:
(a) NAPA will provide all pade, aupp|ieo, oba0Dn0, and systems for parts management
at each nfCITY Equipment Services Department's ("ESD") six maintenance facilities to meet the
following performance requirements: 8596 of parts provided on demand; 80Y6 of parts provided
within twenty-four hours orless; and 95% of parts provided within three working days orless.
/b> In those circumstances when delivery is required by C|TY. NAPA will provide
parts to 1TY'e locations on o daily route basis. In addition, NAPA will accelerate delivery on
those items CITY requires to be delivered on an expedited basis. NAPA will make all reasonable
efforts toensure prompt delivery bzthe C|TY'a location(s) requesting part(s);
(c) NAPA shall provide all computers and nypodn necessary to monitor monthly
expenses as they pertain to the daily operation of the Parts Distribution Centers. NAPA ehoU
provide computer ordering and cataloging to each Center;
(d) NAPA shall provide bl the City a profit and |000 statement and other reports that
the parties
agree are necessary to verify contract compliance and performance by the 21^` of
each month for each Parts Distribution Cantor;
(e) NAPA ehoU provide back-up emergency service during non-working hour
contingencies. The overtime expense (calculated at time and one half) will be charged on a cost
basis to CITY. NAPA will provide o list of personnel, including telephone nunnhero, who will
respond to emergency service requests;
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Ul Upon notice boand concurrence from C[TY. NAPA may use any sub-contractor
for the procurement ofoutside purchases or men/|cea' and CITY will be billed at cost plus 10Y6
gross profit. �
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(g) Prior to NAPA assuming control of parts operations and |nvantoriemsd —' - of
the C~.o service nentaro. NAPA and the City will jointly inventory all parts and
oupphee rnanU' |n the City's inventory sd each location. Based on the City's price, the
value City's will be determined for each service center. Within fourteen 4\ days
ofassuming control of parts operations and inventories at all of the City's service centers, NAPA
will will provide the C|h/ with a check for the full value of the City-owned inventory of parts and
supplies, excluding obsolete or damaged parts and eupp|iea, and parts and supplies not in
original or complete packaging.
5. DUTIES AND RESPONSIBILITIES OF CITY. CITY ohoU have the following
duties and responsibilities during the term cf this Agreement:
(a) shall provide, at its sole expenam, usable space for NAF9\o Parts Distribution' Can1ore and Inventory. CITY ohg|| provide access to neetnoonm facilities for NAPA
employees. Fudber. CITY mhmU furnish, at its $o|g expense, all utilities for the Centers including:
mxabar. sanitation, sewer, light, telephone, heat, gas, electricity, power, fuel,janitorial and all other
utilities and services rendered or delivered bo the Centers whatsoever.
(b) CITY shall use NAPA as its Primary Supplier of the Inventory under this
Agreement. CITY reserves the right to purchase any item outside this Agreement where it is
determined to be more economical or timely so long as the purchase of afore
does not result in NAPA no longer being C|TY'e Primary Supplier.
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(c) City shall, depending on costs, availability, or other factors, have the right to direct NAPA hz procure porto
services from non-NAPA sources U\for non-NAPA Products, and
(0 in the avant the City is in immediate need of certain NAPA Products which are not readily
' 'ai|ob|eto NAPA o1such time. The City will bo billed for such parts or services ot costs plus
1OY6 gross profit.
/d\ Each Parts Distribution Center location shall be appropriately secured or
otherwise maintained
separate and apart from the business of CITY. There ahmU be no
intermingling of C|TY'a podo or other inventory with N/\PA'a parts or inventory. Aooeeo 0o the
000upad Porte Distribution Center shall be restricted to NAPA employees, authorized NAPA
representatives and CITY'S emp|oyeaa, contractors or agents as necessary for the performance
of the terms of this agreement. If necessary and reasonable, subject to City's police power
outhohb/. NAPA may require CITY personnel to be accompanied by a NAPA employee or other authorized NAPA representative. The City retains the right of mooeaa for building aan/iooa
personnel to do facility and systems maintenance and po�omn emergency repairs. The City also
retains the dghttoenter the facility in emergencies and during normal operations for inspections
related to health and In the City will make reasonable efforts bz limit access,
maintain the aeouhb/ of the center and its invantory, and provide records to account for any parts or supplies that are
taken. No parts or supplies will be taken from the fao||ib/ by Citv, its
personnel or agents exoeotin cases ofennergenoyxxhanN/\pA personnel io not naodUyavailable,
or to preserve the parts and supplies from imminent damage or destruction. In such uuaoe, to the
extent reasonably poneibla. City shall first consult with NAPA personnel listed on o contact list b»
bg provided bv NAPA toCity.
6' Intentionally Deleted.
7. PAYMENT TERMSIPRICING. NAPA shall invoice the CITY for U Inventory
issued or services provided pursuant to this Agreement on a daily basis according to the pricing
plan below. CITY agrees to pay the entire amount of all undisputed statements received from
NAPA mxznm men ) ooya following receipt of any such s"a=""=~.^ NAPA shall" " by the 21st of
each month invoice� the City of the annual fixed fee coot for staffing and parts
''—^-gn=-'- actual—costs for any' naaatopsy t entire n ountofsd| undisputed ,
'statements nameiVe' from NAPA within tan days following receipt ofany such statement. In the
event any statement has not been paid osofsuch date. NAPA shall impose $finance charge of
196 per month, or such lower amount ao may be permitted bvlaw.
The pricing tobesupplied N/\F�\to(�\TYmjUboafi�t year fixed fee cost for atafUnQand po�o
nlmneQennentof$780.W8O. 'hergafterforyear2mndaub$equentoontractyaora. 1haraohoUbean
annual adjustment fixed fee costs based on changes in the Consumer Price Index for the
previous twelve-month period. These annual adjustments ohoU hcxwemar, in no event exceed O 96
per year.
Staffing includes a Project YNona0erandtmentxNAPAparoonne|toprov|defuU-UmenovenaQafor
parts operations at all �six ESD maintenance facilities. The fee includes the coat of shelving and
improvements to the facilities.
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PRICING SUMMARY
NAPA Products and Billed to CITY at costs plus 10%gross profit rate
Services
Non-NAPA Products and Billed to CITY at costs plus 10%gross profit rate
Services
Operational Costs One twelfth of annual fixed fee cost and actual cost of after
hours staffing or emergency services
The costs of all goods and services procured by NAPA for the City shall be set by NAPA to yield
a gross profit of ten percent (10%). CITY will be billed by the 21St of each month on an "in
arrears" basis for operational costs.
The base cost of the Inventory will be determined by using the Lowest Obtained Cost.
NAPA will receive all of the manufacturer's promotional discounts that are earned by NAPA as a
result of CITY's purchases from NAPA. These discounts will be used in determining the cost of
goods supplied prior to mark-up.
8. PERFORMANCE AND PAYMENT BOND. NAPA shall furnish the City with a
Performance and Payment Bond executed by a Surety Company duly authorized to do business
in the State of Texas, in the amount of One Million Dollars ($1,000,000) as a guarantee that
NAPA will execute the work in accordance with the terms of this agreement and will pay all lawful
claims. Said bond shall be provided to the City within ten (10) days of the execution of this
agreement. The bond shall be in full force and effect during the term of this agreement and shall
be issued on an annual basis. The amount of the bond shall be adjusted annually based on
changes in the CPI for the previous twelve-month period.
9. INSURANCE and INDEMNITY.
(a) 'Insurance
1) Prior to the Effective Date of this Agreement, NAPA will provide to CITY's
Risk Manager and City Attorney satisfactory evidence that it has insurance
coverages sufficient to meet the CITY requirements which are attached hereto as
Exhibit "I"and incorporated hereby for all purposes pertinent to this Agreement.
2) NAPA acknowledges that CITY is self-insured and/or carries appropriate
policies for the following risks:
i. Damages resulting from the gross negligence of CITY employees
ii. Automobile liability
iii. Worker's Compensation
iv. Property and Casualty, as to the facilities to be utilized by NAPA.
(b) Risk Management Coordination: NAPA and CITY agree to coordinate risk
management activities pertinent to this agreement with one another. This shall
include, without limitation, prompt notice of any claims, full cooperation with each
other in defense against any claims and in compliance with any defense or
reimbursement requirements of state law or applicable insurance policies.
(c) Indemnity Wllic n r1Ecoo�D
Cc�Pk i5 E(c°?�I
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1\ NAPA shall indemnify, hold harmless and defend CITY, hacf�xere
' d/or employees from any |oeo, damage, liability or expense for damage to
property and/or injuries, including death, to any peroon, including but not limited bz
offivara, agents or employees of NAPA orsubcontractors, which may arise out of
any intentional or negligent acto, errors or omissions of NAPA or its ofOoera,
agents employees NAPA
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shall defend at its own expense any suits or other p/ouuedi/ g� brought against
CITY, its officers, agents and enop|dyeee, or any of them, naeu|bng from any such
|nh*nUono| and/or negligent acts, errors oromissions; and ehoU pay all expenses
and satisfy �U judgments may be incurred by or rendered against them or
any them in connection therewith resulting from any such intentional and/or
negligent acts, errors oromissions.
2\ To the extent authorized by |amo and Constitution of the State ofTexas
�without waiver of its sovereign irnmunih/' CITY ohmU indemnifv, hold hamn|eae and
defend NAPA. its offioena, agents, end/or employees from any |oee. damage,
liability to property and/or i 'uheo' including deoth, to any
person, including but not limited 0o ofhoara, agents or employees of CITY or
oubcontnactora, which may arise out ofany intentional or negligent acts, errors or
omissions of CITY or its officers, agents employees or subcontractors in the
performance of this Agreement. To the extent authorized by the |ewa and
Constitution of the State of Texas without waiver of its sovereign imn1un|b/. CITY
shall defend sd its own expense any suits or other proceedings brought against
N/\F9\. its officers, agents and amp|oyeoo, or any of them, resulting from such
intentional and/or negligent acts, errors or omissions; and shall pay all expenses
and satisfy all judgments which may be incurred by or rendered against them or
any of them |n connection therewith.
10. INVENTORY. CITY warrants that it shall take no action, including but not limited
to the granting - |ntenaat. or fail to bake any action, which would operate or does
operate in any way to encumber
the Inventory of NAPA located in the Parts O|oihbubon
Center(s). To the *mdant authorized by the |ame and Constitution of the State of Texas without xx
waiver ' its sovereign inlnoun|Yy CITY oha||' at its own cost and expense, defend and hold
` ~ ha~ |ess NAPA and its officers, dinactore, employees, subsidiaries and affiliates from any and all
liability, �� claim �e�umb�nmaonU�)�e��of NAPA located
in the'Parts Distribution Cenba, for which CITY could hadeemed responsible.
11' PERSONNEL. NAPA and CITY ahmU sttanlcd in good faith to mutually agree
upon the|dentib/o[the persons that xviUbo selected tostaff the Pe�oDioth Centers. In the
event that CITY' for any naoaon wishes to remove or nap|000 any of the NAPA personnel in the
Parts Distribution Cenbero, the mod]eo will attempt to resolve [�|TY'e request by mutual
oQneernenL M NAPA and the {�| ' fail to mutually resolve personnel issue oa set forth in this
Section.the issue will be handled in accordance with provisions contained in Section 20. Dispute
Resolution.
12. WARRANTY DISCLAIMER. NAPA and CITY agree that the sole warranty with
respect bzany this ntshmUMe that of the manufacturer of
any such pad.' NAPA MAKES NO pursuant
EXPRESS OR |K8PL\E[J. WITH RESPECT TO
THE INVENTORY, PARTICULARLY NO WARRANTY OF K8ERCH8NT|B|L\TY OR F|l[@E8G
FOR & PARTICULAR PURPOSE. ALL INVENTORY IS SUPPLIED "/\G |S^ AND "WITH ALL
FAULTS." Copies of the manufacturers'warranties are available upon request.
13. TERMINATION BY NAPA. NAPA may terminate this Agreement for cause upon
the occurrence o1 any cf the following events:
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(� �e f�ma m �u� of CITY to p� a� amounts �e to NAPA
requirad'under this Agreement and/or on its account with NAPA when duo, and such failure or
refusal to pay continues for fifteen (15) days after written notice by NAPA to COY that such
payment io past due;
b The f�|uneor refusal CITY to perform a other obligations required under this
Aopoenn' ' and such failure or refusal continues for thirty (30) days after written notice by NAPA
hz CITY demanding performance of said obligations;
(o)The failure or refusal of CITY to use NAPA as its Primary Supplier of fleet and
automotive parts;
kj\ |f the[�|TY'a premises are damaged bv any casualty, or such po�ionof the premises
is condemned bv any legally constituted authority, such as will make the (�}TY'o premises unuoab|eforihe 'odoDiotribuUonConbereintheraaooneb|e]udgmentofC|TYmndNAPAondno
alternate siting iofeasible.
|nonnadiata|y upon termination of this Agreement by NAPA for cause, all dutiao,
responsibilities and other obligations of NAPA to CITY hereunder shall terminate, and CITY shall
immediately return to NAPA all equipment, software, books, records, tools and any other personal
vowned ' N/\PAinC|T"�'apossession. CITY shall also eUowNAPA reasonable access
to enter into the Parts Distribution Center and remove all equipment and other items ofpersonal
property owned by NAPA without being deemed guilty of trespass or any other violation of the law
and without disrupting any CITY operations any more than necessary. Nothing contained in this
Paragraph shall be
deemed g waiver of, orinany other manner impair nrprejudice, any other
legal rights that NAPA may have against CITY for any breach of this Agreement or for C|TY'e
failure to pay any amounts due toNAPA.
14. TERMINATION BY CITY. CITY may terminate this Agreement for cause upon
the occurrence of any Cf the following events:
(a) The failure or refusal of NAPA to pay any undisputed amounts owed to CITY
naquinedndarthiaAoreenentand/oron
its account with CITY when due, and such failure or
refusal to pay continues ues forfifteen (15) days after written notice by CITY to NAPA that such
payment io past due;
(b\ The failure or refusal NAPA to perform any other obligations required under
this Agreement, and such failure or refusal continues for thirty (3[) days after written notice by
CITY to NAPA demanding performance of said obligations;
(o\ The f�|ung or refusal of N/\F�\to provide the auto do inventories, equipment,een/icea' 'rperoonna| neoasogq/tomainto|nitaro|eaaUlaPhmory8upp|iertotheCiTY; or
(d) The filing of any bankruptcy petition by NAPA' the filing of any bankruptcy
petition against NAPA, nr any assignment bv NAPA of its assets for the banafitofcreditors.
Immediately upon termination of this Agreement by CITY for omuee' all dutieo,
responsibilities and other obligations of CITY to NAPA hereunder mhoU bamninmte, except for the
payment of any amounts due and owing to NAPA at the time of termination, and all inventory
nacomda, oo|ea hiotory, sales analysis and all other information generated by NAPA under this
Agreement will be returned to CITY at NAPA'e expense. NAPA shall also immediately return to
CITY
all equipment, software, books, rd tools and any other property owned by CITY and in
NAPAopoeseaeion. Nothing contained |n this Paragraph shall be deemed a waiver of, or /nany
other manner impair orprejudice, any other legal rights that CITY may h e aga i ot AFAhor
any breach of this Agreement, ofNAP8'e failure to pay any amounts duet
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16. EFFECT OF TERMINATION. In the event of the termination and abandonment
of this Agreement pursuant to Section 12 or 13 or otherwise, the provisions and obligations of
Sections 8 (c), 10, 17, and 22 shall survive such termination. Upon termination of this Agreement
by either party, NAPA may make available to CITY for purchase from NAPA all Inventory owned
by NAPA located in the Parts Distribution Center at agreed pricing.
16. CITY'S REPAIR OBLIGATIONS. Subject to the Indemnity Provisions listed
above in Section 9 (c), CITY shall, at all times during the term of this Agreement, at CITY'S sole
expense, maintain in good condition and repair(so as to prevent any damage or injury to NAPA's
Inventory or other personal property located in the Parts Distribution Centers) the roof, exterior
walls, foundation, and structural portions of same and all portions of the electrical and plumbing
systems serving the Parts Distribution Centers.
17. CONFIDENTIALITY. NAPA recognizes and acknowledg that City | bject to
and obligated to abide by the Texas Public Information Act and other laws which may conflict
with NAPA's policies concerning confidential or proprietary information. Subject to the foregoing,
when CITY may, from time to time, acquire or otherwise receive confidential or proprietary
information concerning NAPA's products, pricing, business affairs and practices, CITY agrees as
foUcumo:
(a) CITY acknowledges that it may obtain and have access to certain confidential
information about N/\PA'ebueinaoa' products, pricing and proprietary and/or confidential product
information and data for the products marketed by NAPA. All confidential or proprietary
knowledge and information received fnzm NAPA shall for all time and purposes be regarded by
C|TY, its employees and oQanta as othoUy confidential and will not be disclosed to any third
parties orto any other affi|iotenof CITY other than oo may bo required bvlaw.
/bA CITY agrees to utilize any confidential or proprietary information provided by
NAPA only for the purposes of carrying out this Agreement and CITY further acknowledges that it
x ||| notuizeanyoonfidanUo| orpnopheton/ infonnationprmv|dedbvNAP&foranyothorpurpoae
including but not limited to directly or indirectly competing with NAPA or otherwise assisting
another person or entity in doing the same.
(c) Within three (3) business days of the termination of this Agreement all
confidential or proprietary information relating to NAPA`omroductm pric|ng, business affairs or
practices obtained byCITY shall ba returned toNAPA.
(d) To the extent authorized by the laws and Constitution of the State of Texas
without waiver of its muuena|gn |nnnmun|b/' CITY 1\ acknowledges that money donmeQem will not be
a sufficient remedy for a breach of this Section 17 of this Agreement and 2) in addition to all other
remedies available at law or in mqub/. NAPA shall be entitled to equitable ne|ief, including
injunction or specific performance, without proof of actual damages.
18' PA may unilaterally terminate this Agreement by
giving i �O days written notice to CITY upon the occurrence of oo|a. lease, assignment or
other transfer- � � CITY'S eaoeto used |n, or otherwise subject to the performance of this
Aunsement, whether through o puruhaoa, assignment or other similar transaction.
19. LANDLORD CONSENT AND WAIVER. If CITY does not own, in b red
fee simple title, all property upon which the Parts Distribution Centers is/are located, CITY
agrees to acquire from each Landlord or Mortgagee a fully executed Landlord Consent and
Waiver which is attached here to as Exhibit C. The Landlord Consent and Waiver(s) shall be
returned to NAPA prior to the commencement of operations on such Parts Distribution Centers.
20. QUIET ENJOYMENT. To the extent authorized bv the
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the United States and the State of Texas without waiver of its aove
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represents and warrants to NAPA that so long as NAPA performs all the obligations of NAPA
under this Agreement, NAPA shall have quiet and peaceful possession of the Parts Distribution
Centers during the entire term of this Agreement and CITY shall defend NAPA's right to
possession against the claims of all parties.
21. DISPUTE RESOLUTION. The Parties hereto agree to meet promptly and
attempt to settle any disputes arising out of any of the terms of this Agreement. In the event
that a dispute cannot be so resolved, NAPA and CITY agree to mediation of the dispute
utilizing the services of a licensed mediation agency mutually agreed to by the parties.
22. NOTICES. Whenever any notice, demand or request is required or permitted
hereunder, such notice, demand or request shall be hand-delivered in person or sent via
facsimile, by overnight mail through a reputable service, or by certified mail, return receipt
requested, to the addresses set forth below:
As to NAPA: Genuine Parts Company
2999 Circle 75 Parkway
Atlanta, Georgia 30339
Attn: Corporate Counsel
Telephone: (770) 953-1700
Facsimile: (770)956-2216
As to CITY:
City of Fort Worth
Equipment Services Department
4100 Columbus Trail
Ft.Worth,TX 76133
Attn: Equipment Services Director
Telephone: 817.871 5100
Facsimile: 817.871.5119
Each such notice shall be deemed delivered (i) on the date of receipt if delivered by hand,
overnight courier service or if sent by facsimile, or (ii) on the date three (3) business days after
depositing with the United States Postal Service if mailed by registered or certified mail. Either
party may change its address specified for this notice by giving the other party at least ten (10)
days written notice in accordance with this Section.
23. SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their respective officers,
directors, employees, successors and assigns. Notwithstanding the foregoing, the rights and
obligations of either party to this Agreement may not be assigned without the prior written consent
of the other party hereto,which consent shall not be unreasonably withheld.
24. AMENDMENTS. No amendment to this Agreement shall be binding on either
party hereto unless such amendment is in writing and executed by both parties with the same
formality as this Agreement is executed.
25. NO WAIVER OF RIGHTS. No failure of either party hereto to exercise any
power given such party hereunder or to insist upon strict compliance by the other party to its
obligations hereunder, and no custom or practice of the parties in variance with the terms hereof,
shall constitute a waiver of either party's right to demand exact compliance with the terms hereof.
26. LIMITATIONS ON RIGHTS OF THIRD PARTIES. All obligations of a party
under this Agreement are imposed solely and exclusively for the benefit of the parties, and no
other person shall, under any circumstances, be deemed to be a benefi iaryof-such-obi' forts°
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27. INDEPENDENT CONTRACTOR. The oediea hereto are independent
contractors. Nothing in this Agreement shall create or shall be deemed to create any fiduciary
relationship or the relationship of principal and agent, partnership, joint venturers or any other
similar orrepresentative relationship between the pod|ae hereto.
28. CHOICE OF LAW. This Agreement shall be construed and |ntaqun*bed under the
laws of the State ofTexas.
29~ COUNTERPARTS. This Agreement may be executed in one or more
counterparts and each counterpart nhe||' for all purposes, be deemed an original, but all such
counterparts shall together constitute but one and the same instrument.
30' SECTION HEADINGS Section titles or captions contained herein are inserted
only as a matter of convenience for reference and in no way define, limit, extend, or describe the
scope hereof or the intent of any provision hereof.
31. SEVERABILITY. In the event any pert of this Agreement ehgU be finally
determined by a court of law to be iUoQm| or unenforceable for any reason, than that illegal or
enforceable part mhaUbeoamere1fnonitheAgnaennent' ondthanernuin|ngtennaahoUuontinuein
full force and effect.
32. ENTIRE AGREEMENT. The City's Request fo Proposal (RFP N 020059) and
NAPA's Response are hereby incorporated and by attachment made a part of this Agreement.
These documents together constitute all of the statements, representations, and promises agreed
to by the parties. In the event of any conflicts, this Agreement supercedes the City's Request for
Proposal and NAPA's Response. The parties may amend this Agreement only by written
amendment executed by both parties.
33. FORCE MAJEURE. Whenever performance by either party (other than the
obligation to pay any money due hereunder) is substantially prevented by reason of any act of
God, other industrial or transportation disturbance, fire, floods, riots, acts of enemies, national
emergencies, acts of terrorism or by any other cause not within the reasonable control of such
party and not occasioned by its negligence, then such performance shall be excused and the
performance of such obligations shall be suspended for the duration of such prevention and for a
reasonable time thereafter.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto cause their hands and seals to be affixed by
their duly-authorized representatives effective as of the date and year first above written.
GENUINE PARTS COMPANY
By: za�t2
Name:
Title: dtc.E �-
CITY OF FORT WORTH
By: 0,
Name: G-kax t e c (2 o s w 21 I
Title: S c yytn wt r4 ev
Approved for Form and Legality
I `' A` 'ESTE
t rney
Contract Authorization
umCvi
C VV E(CP"6l _"UTI�
W A O
�,ARWR AND MATERIAL Travelers Casualty and Surety Company of America
PAYMENT BOND One Tower Square 3PB,Hartford, CT 06183
Bond No. 103623523
THIS BOND IS ISSUED SIMULTANEOUSLY WITH PERFORMANCE BOND IN FAVOR OF THE OWNER CONDITIONED ON THE FULL
AND FAITHFUL PERFROMANCE OF THE CONTRACT
KNOW ALL MEN BY THESE PRESENTS:
That Genuine Parts Company ,hereinafter called Principal,and,Traveler's Casualty and Surety
Comaany of America,of One Tower Square 3PB,Hartford,CT 06183,_a corporation duly organized under the laws of the State of
Connecticut,as Surety,hereinafter called Surety,are held firmly bound unto
Cit ofof Fort Worth as Obligee,hereafter called Owner for the use and benefit of
Claimants as herein below defined,in the amount of One Million and 00/100 Dollars($1,000,000.00),for the payment whereof Principal and
Surety bind themselves,their heirs,executors,administrators,successors and assigns,jointly and severally,firmly by these presents.
WHEREAS,Contractor has by written agreement dated entered into a contract with Owner for the on-site
supply and management of auto parts inventory which contract is by reference made a part hereof,and
is hereinafter referred to as the Contract.
NOW,THEREFORE,THE CONDITION OF THIS OBLIGATION of the work or labor,or furnished the last of the materials for which
is such that,if Principal shall promptly make payment to all claimants said claim is made,stating with substantial accuracy the amount
as hereinafter defined,for all labor and material used or reasonably claimed and the name of the party to whom the materials were
required for use in the performance of the Contract,then this furnished,or for whom the work or labor was done or performed.
obligation shall be void;otherwise it shall remain in full force and Such notice shall be served by mailing the same by registered mail or
effect,subject,however,to the following conditions: certified mail,postage prepaid,in an envelope addressed to the
Principal,Owner or Surety,at any place where an office is regularly
1 )A claimant is defined as one having a direct contract with the maintained for the transaction of business,or served in any manner in
Principal or with a Subcontractor of the Principal for labor,material, which legal process may be served in the state in which the aforesaid
or both,used or reasonably required for use in the performance of the project is located,save that such service need not be made by a public
Contract,labor and material being construed to include that party of officer.
water,gas,power,light,heat,oil,gasoline,telephone service or
rental of equipment directly applicable to the Contract. (b)After the expiration of one(1)year following the date on
which Principal ceased Work on said Contract,it being understood,
2)The above-named Principal and Surety hereby jointly and however,that if any limitation embodied in this bond is prohibited
severally agree with the Owner that every claimant as herein defined, by any law controlling the construction hereof such limitation shall
who has not been paid in full before the expiration of a period of be deemed to be amended so as to be equal to the minimum period
ninety(90)days after the date on which the last of such claimant's of limitation permitted by such law.
work or labor was done or performed,or materials were furnished by
such claimant,may sue on this bond for the use of such claimant, (c)Other than in a state court of competent jurisdiction in and
prosecute the suit to final judgment for such sum or sums as may be for the county or other political subdivision of the state in which the
justly due claimant,and have execution thereon.The Owner shall not Project,or any part thereof,is situated,or in the United States
be liable for the payment of any costs or expenses of any such suit. District Court for the district in which the Project,or any part
thereof,is situated,and not elsewhere.
3)No suit or action shall be commenced hereunder by any claimant:
4)The amount of this bond shall be reduced by and to the extent of
(a)Unless claimant,other than one having a direct contract any payment or payments made in good faith hereunder,inclusive
with the Principal,shall have given written notice to any two of the of the payment by Surety of mechanics'liens which may be filed of
following:the Principal,the Owner,or the Surety above-named, record against said improvement,whether or not claim for the
within ninety(90)days after such claimant did or performed the last amount of such lien be presented under and against this bond.
Signed sealed this28th day of October,2002. GENUINE PARTS COMPANY
,.L Q_�LL � _ -
Witness Diane D. Whorton Robert B. Clay Principal
VP-Risk Managment & Employee Services
A?lAelers Casualty and Sur ty Company of America
Witness Maureen McNeill Mary C.4eary,Atto e in-Fact
Printed in cooperation with the American Institute of Architects(AIA)by Travelers Casualty and Surety Company of America.The
language in this document conforms exactly to the language used in AIA Document A311,February 1970 edition.
TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA
1 .1 -1.�(�,-""1-11 1 - I
TRAVELERS CASUALTY AND SURETY COMPANY A 0
FARMINGTON CASUALTY COMPANY
Hartford, Connecticut 06183-9062
POWER OF ATTORNEY AND CERTIFICATE OF AUTHORITY OF ATTORNEYS)-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS, THAT TRAVELERS CASUALTY AND SURETY COMPANY OF
AMERICA, TRAVELERS CASUALTY AND SURETY COMPANY and FARMINGTON CASUALTY ,COMPANY,
corporations duly organized under the laws of the State of Connecticut, and having their principal offices in the City of Hartford,
County of Hartford, State of Connecticut (hereinafter the "Companies") hath made, constituted and appointed, and do by these
presents make, constitute and appoint: Darel.la White, Richard G. Dicciani, Richard A. Jacobus, Neil C. Donovan, Mary C.
O'Leary, Douglas R. Wheeler, of Philadelphia, Pennsylvania, their true and lawful Attomey(s)-in-Fact, with full power and
authority hereby conferred to sign, execute and acknowledge, at any place within the United States, the following instrument(s): by
his/her sole signature and act, any and all bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature
of a bond, recognizance, or conditional undertaking and any and all consents incident thereto and to bind the Companies,thereby as
fully and to the same extent as if the same were signed by the duly authorized officers of the Companies, and all the acts of said
Attomey(s)-in-Fact,pursuant to the authority herein given,are hereby ratified and confirmed.
This appointment is made under and by authority of the following Standing Resolutions of said Companies, which Resolutions are
now in full force and effect:
VOTED: That the Chairmdn,the President,any Vice Chairman,any Executive Vice President,any Senior Vice President,any Vice President,any
Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint Attorneys-in-Fact
and Agents to act for and on behalf of the company and may give such appointee such authority as his or her certificate of authority may prescribe
to sign with the Company's name and seal with the Company's seal bonds,recognizances,contracts of indemnity,and other writings obligatory in
the nature of a bond,recognizance,or conditional undertaking,and any of said officers or the Board of Directors at any time may remove any such
appointee and revoke the power given him or her.
VOTED: That the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President
may delegate all or any part of the foregoing authority to one or more officers or employees of this Company,.provided that each such delegation is
in writing and a copy thereof is filed in the office of the Secretary.
VOTED: That any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance, or conditional
undertaking shall be valid and binding upon the Company when(a)signed by the President,any Vice Chairman,any Executive Vice President,any
Senior Vice President or any Vice President any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any
Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary,or(b)duly executed(under seal,if
required)by one or more Attorneys-in-Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or
by one or more Company officers pursuant to a written delegation of authority.
This Power of Attorney and C I ertificate of Authority is signed and sealed by facsimile (mechanical or printed) under and by
authority of the following Standing Resolution voted by the Boards of Directors of TRAVELERS CASUALTY AND SURETY
COMPANY OF AMERICA, TRAVELERS CASUALTY AND SURETY COMPANY and FARMINGTON CASUALTY
COMPANY,which Resolution is now in full force and effect:
VOTED: That the signature of each of the following officers: President, any Executive Vice President, any Senior Vice President, any Vice
President, any Assistant Vice President, any Secretary, any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any
power of attorney or to any certificate relating thereto appointing Resident Vice Presidents,Resident Assistant Secretaries or Attorneys-in-Fact for
purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof,and any such power of attorney
or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and
certified by such facsimile signature and facsimile seal shall be valid and binding upon the Company in the future with respect to any bond or
undertaking to which it is attached.
(I 1-00 Standard)
Travelers j
IMPORTANT NOTICE
TO OBTAIN INFORMATION OR MAKE A COMPLAINT:
You may contact Travelers Casualty & Surety Company of America, Travelers Casualty
& Surety Company, Travelers Indemnity Company, Standard Fire Insurance Company
and/or Farmington Casualty Company for information or to make a complaint at:
Travelers Bond
Attn: Claims
1500 Market Street
West Tower, Suite 2900
Philadelphia, PA 19102
(267) 675-3130
(267) 675-3102 Fax
You may contact the Texas.Department of Insurance to obtain the information on
companies, coverages,rights or complaints at:
Texas Department of Insurance
P.O. Box 149104
Austin, TX 78714-9104
(800) 252-3439
ATTACH THIS NOTICE TO YOUR BOND. This notice is for information only and
does not become a part or a condition of the attached document and is given to comply
with Section 2253-021, Government Code, and Section 53.202, Property Code, effective
September 1,2001.
'
FARMINGTON CASUALTY COMPANY
HARTFORD,CONNECTICUT 0083
FINANCIAL STATEMENT ASoF DECEMBER a1.2oo1
AS FILED|N THE STATE oF NEW JERSEY
CAPITAL STOCK$s.UoO.000
ASSETS LIABILITIES
CASH&INVESTED CASH 56.479.5G4 UNEARNED PREMIUMS $ 88,389,903
BONDS 603,308,291 LOSSES 349,213-315
STOCK 16,564,635 LOSS ADJUSTMENT EXPENSES 94,620,612
INVESTMENT INCOME DUE FEDERAL AND FOREIGN INCOME TAXES -
AND ACCRUED 7,850,273 ACCRUED EXPENSES AND OTHER
PREMIUM BALANCES 70,894,810 LIABILITIES 82,488.G41
OTHER INVESTED ASSETS 35,537,270
FEDERAL INCOME TAX RECOVERABLE 12,908,045 TOTAL LIABILITIES --6-14,711.871
RECEIVABLE FOR SECURITIES 4,855,310
RECEIVABLE FROM PARENT,SUBS&AFFILIATES -
OTHER ASSETS 8,297,941 CAPITAL STOCK $ 6,000,000
PAID IN SURPLUS 126,174,589
OTHER SURPLUS 69,809,619
SURPLUS TO POLICYHOLDERS 201,984,208
TOTAL $ 816,696,079 TO AL 816,696,079
STATE oFCONNECTICUT >
COUNTY oFHARTFORD )SS.
CITY 0FHARTFORD )
CRAIG MENSE,BEING DULY SWORN,SAYS THAT HE IS A SENIOR VICE PRESIDENT,BOND,OF FARMINGTON CASUAL-ly
COMPANY,AND THAT TO THE BEST OF HIS KNOWI EDGE AND BEUEF,THE FOREGOING IS A TROE
AND COkR ENT oF THE FINANCIAL ooNDrOONOF SAID COMPANY ASoF THE moToxY.qF DECEMBER,20m1.
NOTARY
PUBLIC _
SENIOR'
���R�U�D�N �VV�RN��o��o����T*� m".=.. P
*�
,
/ . . ` .. .
. . .
29TH DAY OF MARCH,2002
0g : � '1 Iii!
PERFORMANCE BOND Travelers Casualty and Surety Company of America
One Tower Square 3PB,Hartford, CT 06183
Bond No. 103623523
KNOW ALL MEN BY THESE PRESENTS:
That Genuine Parts Company ,as Principal,hereinafter called Contractor,and,
Travelers Casualty and Surety Company of America,of Hartford,Connecticut,a corporation duly organized under the laws of
the State of Connecticut, as Surety,hereinafter called Surety,are held firmly bound unto City of Fort Worth ,
as Obligee,hereafter called Owner,in the amount of One Million and 00/100 Dollars($1,000,000.00),for the payment whereof
Contractor and Surety bind themselves,their heirs,executors,administrators,successors and assigns,jointly and severally,firmly
by these presents.
WHEREAS,Contractor has by written agreement dated entered into a contract with Owner for
the on-site supply and management of auto parts inventory which
contract is by reference made a part hereof,and is hereinafter referred to as the Contract.
NOW,THEREFORE,THE CONDITION OF THIS contract between such bidder and Owner,and make
OBLIGATION is such that,if Contractor shall promptly and available as Work progresses(even though there should be
faithfully perfarm said Contract,then this obligation shall be a default or a succession of defaults under the contract or
null and void;otherwise it shall remain in full force and effect. contracts of completion arranged under this paragraph)
sufficient funds to pay the cost of completion less the
The Surety hereby waives notice of any alteration or balance of the contract price;but not exceeding,including
extension of time made by the Owner. other costs and damages for which the Surety may be liable
hereunder,the amount set forth in the first paragraph
Whenever Contractor shall be,and declared by Owner to be hereof.The term"balance of the contract price,"as used in
in default under the Contract,the Owner having performed this paragraph,shall mean the total amount payable to
Owner's obligations thereunder,the Surety may promptly Owner to Contractor under the Contract and any
remedy the default,or shall promptly amendments thereto,less the amount properly paid by
Owner to Contractors.
1)Complete the Contract in accordance with its terms and
conditions, Any suit under this bond must be instituted before the
expiration of two (2) years from the date on which final
or payment under the Contract falls due.
2)Obtain a bid or bids for completing the Contract in No right of action shall accrue on this bond to or for the use of
accordance with its terms and conditions,and upon any person or corporation other than the Owner named herein
determination by Surety of the lowest responsible bidder,or, or the heirs,executors,administrators or successors of the
if the Owner elects,upon determination by the Owner and the Owner.
Surety jointly of the lowest responsible bidder,arrange for a
Signed and sealed this 28th day�ofDOctober,2002. GENUINE PARTS COMPANY
,a a a(,Q_) _ �/"
Witness Diane D. Whorton Robert B. Cla on ,Principal
V —Risk Managelent & Employee Services
�Ze, � v rs Casual n Company of America
Witness Maureen McNeill Mary C. O'L r , orne - act
Printed in cooperation with the American Institute of Architects(AIA)by Travelers Casualty and Surety Company of America.
The language in this document conforms exactly to the language used in AIA Document A311,February 1970 edition.
TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA
TRAVELERS CASUALTY AND SURETY COMPANY
FARMINGTON CASUALTY COMPANY
Hartford, Connecticut 06183-9062
POWER OF ATTORNEY AND CERTIFICATE OF AUTHORITY OF ATTORNEY(S)-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS, THAT TRAVELERS CASUALTY AND SURETY COMPANY OF
AMERICA, TRAVELERS CASUALTY AND SURETY COMPANY and FARMINGTON CASUALTY ,COMPANY,
corporations duly organized under the laws of the State of Connecticut, and having their principal offices in the City of Hartford,
County of Hartford, State of Connecticut, (hereinafter the "Companies") hath made, constituted and appointed, and do by these
presents make, constitute and appoint: Darella White, Richard G. Dicciani, Richard A. Jacobus, Neil C. Donovan, Mary C.
O'Leary, Douglas R. Wheeler, of Philadelphia, Pennsylvania, their true and lawful Attorneys)-in-Fact, with full power and
authority hereby conferred to sign, execute and acknowledge, at any place within the United States,the following instrument(s): by
his/her sole signature and act, any and all bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature
of a bond, recognizance, or conditional undertaking and any and all consents incident thereto and to bind the Companies,thereby as
fully and to the same extent as if the same were signed by the duly authorized officers of the Companies, and all the acts of said
Attomev(s)-in-Fact,pursuant to the authority herein given,are hereby ratified and confirmed.
This appointment is made under and by authority of the following Standing Resolutions of said Companies, which Resolutions are
now in full force and effect:
VOTED: That the Chairman,the President,any Vice Chairman,any Executive Vice President,any Senior Vice President,any Vice President,any
Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint Attorneys-in-Fact
and Agents to act for and on behalf of the company and may give such appointee such authority as his or her certificate of authority may prescribe
to sign with the Company's name and seal with the Company's seal bonds,recognizances,contracts of indemnity,and other writings obligatory in
the nature of a bond,recognizance,or conditional undertaking,and any of said officers or the Board of Directors at any time may remove any such
appointee and revoke the power given him or her.
VOTED: That the Chairman, the President, any Vice Chairman,any Executive Vice President, any Senior Vice President or any Vice President
may delegate all or any part of the foregoing authority to one or more officers or employees of this Company,provided that each such delegation is
in writing and a copy thereof is filed in the office of the Secretary.
VOTED: That any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance, or conditional
undertaking shall be valid and binding upon the Company when(a)signed by the President,any Vice Chairman;any Executive Vice President,any
Senior Vice President or any Vice President any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any
Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary,or(b)duly executed(under seal,if
required)by one or more Attorneys-in-Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or
by one or more Company officers pursuant to a written delegation of authority.
This Power of Attorney and Certificate of Authority is signed and sealed by facsimile (mechanical or printed) under and by
authority of the following Standing Resolution voted by the Boards of Directors of TRAVELERS CASUALTY AND SURETY
COMPANY OF AMERICA, TRAVELERS CASUALTY AND SURETY COMPANY and FARMINGTON CASUALTY
COMPANY,which Resolution is now in full force and effect:
VOTED: That the signature of each of the following officers: President, any Executive Vice President, any Senior Vice President, any Vice
President, any Assistant Vice President, any Secretary, any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any
power of attorney or to any certificate relating thereto appointing Resident Vice Presidents,Resident Assistant Secretaries or Attorneys-in-Fact for
purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof,and any such power of attorney
or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and
certified by such facsimile signature and facsimile seal shall be valid and binding upon the Company in the future with respect to any bond or
undertaking to which it is attached.
(I 1-00 Standard)
Travelers"T'
IMPORTANT NOTICE
TO OBTAIN INFORMATION OR MAKE A COMPLAINT:
You may contact Travelers Casualty& Surety Company of America, Travelers Casualty
& Surety Company,Travelers Indemnity Company, Standard Fire Insurance Company
and/or Farmington Casualty Company for information or to make a complaint at:
Travelers Bond
Attn: Claims
1500 Market Street
West Tower, Suite 2900
Philadelphia, PA 19102
(267) 675-3130
(267) 675-3102 Fax
You may contact the Texas Department of Insurance to obtain the information on
companies, coverages,rights or complaints at:
Texas Department of Insurance
P.O. Box 149104
Austin, TX 78714-9104
(800) 252-3439
ATTACH THIS NOTICE TO YOUR BOND. This notice is for information only and
does not become a part or a condition of the attached document and is given to comply
with Section 2253-021, Government Code, and Section 53.202, Property Code, effective
September 1,2001.
'
FARMINGTON CASUALTY COMPANY
HARTFORD,CONNECTICUT 06UO3
FINANCIAL STATEMENT AS OF DECEMBER a1.2001
xo FILED)w THE STATE oF NEW JERSEY
CAPITAL STOCK$O.000.uon
ASSETS LIABILITIES
CASH&INVESTED CASH $ 56,479,504 UNEARNED PREMIUMS B8,389,903
BONDS 603,308.291 1 LOSSES 349.213'315
STOCK 16,564,635 LOSS ADJUSTMENT EXPENSES 94,620:612
INVESTMENT INCOME DUE FEDERAL AND FOREIGN INCOME TAXES -
AND ACCRUED 7,850,273 ACCRUED EXPENSES AND OTHER
PREMIUM BALANCES 70,894,810 LIABILITIES 82,488,G41
OTHER INVESTED ASSETS 35,537,270 1
FEDERAL INCOME TAX RECOVERABLE 12,908,045 TOTAL LIABILITIES 614,711,871
RECEIVABLE FOR SECURITIES 4,855,310
RECEIVABLE FROM PARENT,SUBS&AFFILIATES -
OTHER ASSETS 8,297,941 CAPITAL STOCK $ 6,000,000
PAID IN SURPLUS 126,174.589
OTHER SURPLUS 69,809,619
SURPLUS TO POLICYHOLDERS 201,984,208
TOTAL $ 816,696.079 TOTAL 816,696,079
STATE oFCONNECTICUT )
COUNTY OFHARTFORD )a3.
CITY OFHARTFORD )
CRAIG MENSE,BEING DULY SWORN,SAYS THAT HE IS A SENIOR VICE PRESIDENT,BOND,OF FARMINGTON CASUALTY
COMPANY,AND THAT TO THE BEST OF HIS KNOWI EDGE AND BEUEF,THE FOREGOING IS A TROE
AND k ENToFTHEF|m�N�mLooNDnlomoFuN�co�P�NY^��FTnEa\aTox�OF DECEMBER,�o .
`
NOTARY
PUBLIC SENIOR VICE PRESIDENT.13OND
SUBSCRIBED AND SWORN ToBEFORE ME THIS R—OTAR?PUB �
29TH DAY or MARCH,2002 � � �«��=w =�"=�m so,—'
~ ^
` . .
.
GENUINE PARTS COMPANY
2999 CIRCLE 75 PARKWAY
ATLANTA, GEORGIA 30339
BRUCE CLAYTON (770)953-1700
VICE PRESIDENT
RISK MANAGEMENT AND EMPLOYEE SERVICES
October 30, 2002
City Attorney
City of Fort Worth
100 Throclanorton Street
Ft. Worth, Texas 76102
Attn: Hugh Davis, Esq.
RE: Payment and Performance Bond City of Fort Worth, Texas
Dear Mr. Davis:
Per your request, enclosed are the above referenced bonds from Traveler's Casualty and
Surety Company of America. If you have any further questions or need additional
information,please do not hesitate to contact us.
Sincerely,
600
Bruce Clayton
Vice President—Risk Management&Employee Services
BC/dw
Cc: Jerry Nix
Stu Kambury—Dallas DC
City of Fort Worth, Texas
Mayor and Council Communication
DATE REFERENCE NUMBER I LOG NAME PAGE
7/30/02 C-19178 21 NAPA 1 of 2�
SUBJECT OUTSOURCING OF PARTS OPERATIONS IN THE EQUIPMENT SERVICES
DEPARTMENT TO NAPA AUTO PARTS
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute an agreement with
NAPA Auto Parts to provide parts, staffing, and systems for management of parts operations for
Equipment Services Department maintenance facilities for the period October 1, 2002, through
September 30, 2005.
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 auxiliary equipment.
As part of on-going efforts to ensure the competitiveness of ESD services by considering alternative
delivery systems, a Request for Proposals (RFP) was developed to provide parts, supplies, staffing,
and management for ESD parts operations at six maintenance facilities. The RFP was issued on
March 20, 2002. Proposals were received May 2, 2002, and evaluated by a team comprised of staff
from the Budget Office, Internal Audit, Organizational Analysis Unit, and ESD. NAPA Auto Parts
(NAPA) was determined to have submitted the best and most responsive proposal.
NAPA will provide all parts, staffing, and systems for parts management at each of ESD's six
maintenance facilities to meet the following performance requirements:
® 85% of parts provided on demand; and
• 90% of parts provided within twenty-four hours or less; and
• 95% of parts provided within three working days or less.
Actual costs for repair parts and services for FY2002-2003 are estimated to be $2.6 million. NAPA will
recover its costs by adding 10% to the cost of all parts and services provided by NAPA for the City.
Additionally, NAPA will provide staffing and parts management for a first year fixed fee cost of
$780,880. The contract with NAPA will be for an initial three-year term, with three additional one-year
options to renew. Year two and subsequent year costs are subject to annual adjustments based on
changes in the Consumer Price Index. Control and management of the City's current inventory of parts
will be assumed by NAPA and issued back to the City at no charge until it is eliminated.
Following City Council approval, the City will notify current parts vendors that the City, upon execution
of an agreement with NAPA, will exercise cancellation provisions in current purchase agreements.
NAPA, however, intends to contact parts vendors about the prospects of their continuing to provide
parts and services.
M/WBE - A waiver of the goal for MNVBE subcontracting requirements was requested by the
department and approved by the MNVBE Office because the purchase of goods and services is from
sources where subcontracting or supplier opportunities are negligible.
City ®f Fort Worth, Texas
Mayor and Council Communication
DATE REFERENCE NUMBER —TLOG NAME PAGE
7/30/02 C-19178 21 NAPA 2 of 2�
SUBJECT OUTSOURCING OF PARTS OPERATIONS IN THE EQUIPMENT SERVICES
DEPARTMENT TO NAPA AUTO PARTS
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that upon approval and execution of a contract, funds will be available in
the FY2002-2003 operating budget, as appropriated, in the Equipment Services Fund.
CB:k
Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY
Office by: (to)
Charles Boswell 8511
Originating Department Head:
Tom Davis 5118 (from) APPROVED 07/30/02
P161 523200 0212085 $2,600,000.00
Additional Information Contact: P161 539120 0212015 $ 780,880.00
Tom Davis 5118