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HomeMy WebLinkAbout2011-078 AMS - Walker Automotive Supply, Inc. for Automotive and Facilities Maintenance SuppliesG~Yb~q~~~ NORTH CAROLINA SERVICES AGREEMENT ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this 1st day of July, 2011, ("Effective Date") by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina (hereinafter, the "County") and Walker Automotive Supply, Inc., (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Automotive Parts Supplier. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and/or submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions, in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. Provider acknowledges that the site manager is and shall remain an employee of Provider. At no time and in no event shall the site manager be or become an employee of County. Any worker's compensation insurance or professional liability insurance required shall be purchased and maintained by Provider. v) Provider agrees that Provider, its employees, agents and its subcontractors, if any, shall be required to comply with all federal, state and local antidiscrimination laws, regulations and policies that relate to the performance of Provider's services under this Agreement. vi) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials aze current, active, and not in a state of suspension or revocation. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Services to be performed as described in the Scope of Services attached hereto as Attachment "A". In the event of a conflict between the terms of this Agreement and Attachment A or any other attachment hereto, the terms of this Agreement shall control. 4. Duration of Services a_ Term. The term of this Agreement shall be as reflected in Attachment A. b. Scheduling of Services. i) The Provider shall schedule and perform his activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate his efforts, including providing additional 2 resources and working overtime, as necessary, to perform his services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be July 1, 201 1. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall be as set out in Section 6 of Attachment A. Payment for Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Pamela Jones) to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Boazd of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. The Provider shall purchase and maintain and shall cause each of his subcontractors to purchase and maintain, during the period of performance of this Agreement: i) Worker's Compensation Insurance for protection from claims under workers' or workmen's compensation acts; ii) Comprehensive General Liability Insurance covering claims arising out of or relating to bodily injury, including bodily injury, sickness, disease or death of any of the Provider's employees or any other person and to real and personal property including loss of use resulting thereof; iii) Comprehensive Automobile Liability Insurance, including hired and non-owned vehicles, if any, covering personal injury or death, and property damage; and b. Insurance Rating. The minimum insurance rating for any company insuring the Provider shall be Best's A. c. Limits of Coverage. Minimum limits of insurance coverage shall be as follows: INSURANCE DESCRIPTION MINIMUM REQUIRED COVERAGE • Worker's Compensation Limits for Coverage A -Statutory State of N.C. Coverage B -Employers Liability $500,000 each accident and policy limit and disease each employee • Commercial General Liability $1,000,000 Each Occurrence; $2,000,000 Aggregate. • Automobile Liability Combined Single Limit $500,000 d. Additional Insured. All insurance policies (with the exception of Worker's Compensation and Professional Liability) required under this Agreement shall name the County as an additional insured parry. Evidence of such insurance shall be furnished to the County, together with evidence that each policy provides the County with not less than thirty (30) days prior written notice of any cancellation, non-renewal or reduction of coverage. 8. Indemnity a. Indemnity. The Provider agrees to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from bodily injury including death or property damage to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Cazolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience. Each parry may terminate this Agreement pursuant to the terms of Section 11 of Attachment A. 4 b. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. c. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. 11. Additional Provisions a. Limitation and Assi ent. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with .respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. d. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. e. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. f. Ownership of Work Product. Should Provider's performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. g. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. h. Proprietary Information. Provider acknowledges that County is a North Cazolina local governmental entity and as-such is subject to North Carolina Public Records Laws. In the event Provider claims that information, records, documents, or things created for, used in, or related to the performance of this Agreement are Proprietary in nature and therefore not subject to Disclosure under North Cazolina Public Records Laws Provider shall identify in writing those records, documents, or things prior to the commencement date of thisAgreement. Should a public records request be made for information the Provider claims is Proprietary in nature, County will, within a reasonable time, notify Provider of such public records request. Provider shall, within five (5) business days of said notification provide Notice pursuant to Section 11(i) that it does or does not object to the County disclosing the requested information pursuant to the subject public records request. If Provider objects to the disclosure of the requested information, Provider agrees that it shall be solely responsible for the defense of and the cost of defending any claim or complaint against the County based upon the County's refusal to disclose information Provider claims is Proprietary in nature. Provider agrees that if any such complaint or claim is filed it will indemnify County and will reimburse County for any and all damages awazded against County for County's refusal to disclose information Provider claims is proprietary in nature. Provider agrees that it releases County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the release or disclosure or failure by the County to release or disclose information Provider claims is Proprietary in nature. Provider further agrees that it waives the right to file any court action for any such release, disclosure, or failure to release or disclose information Provider claims is 6 Proprietary in nature. i. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider's Name Attention: Pamela Jones Walker Automotive Supply, Inc. P.O. Box 8181 705 East Six Forks Road Hillsborough, NC 27278 Raleigh, NC 27609 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: By: Bernadette Pelissier, Chair Board of County Commissioners Attest: Donna Baker, Clerk to the Board PROVIDER: By: ~~. ~, ~/~~ Printed Name and Title ~~ ,,, ~ , ~ .'f ~~ .. t ~ ,..~ ~,~ z. l ~'~" ~~ ~+~ i irF,,ti y ^~' t Y~, ~S1rA1`~,:'.~ ~ i~r~i t ~ ~ ~ ~z °, ~' ,.~ >''~, `~ i orb, 1;~. ., ~ ~~ ,, ~ ~'~tti'ii11~'°~ T instrument has been approved as to technical content. ~~ Pamel2~Jone ,Department Director This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. Office of the Finance Director This instru nt has been approved as to form and legal sufficiency. O i e of the County Attorney 7 ATTACHMENT A - INTEGRATED SUPPLY SCOPE OF SERVICES WALKER AUTOMOTIVE SUPPLY, INC. SCOPE OF SERVICES 1. DEFINITIONS. The following terms shall have the meanings set forth below: (a) Primary Supplier shall mean the parts supplier that provides a minimum of ninety percent (90%) of the INVENTORY needs of ORANGE COUNTY. INVENTORY is defined as products related to ORANGE COUNTY's purchases in the areas of i. Fleet Supplies - Oil, Replacement Parts, Hand Tools, Specialized Tools, Diagnostic Tools, Consumable Items; ii. Facilities Maintenance Supplies -Replacement Parts in mechanical, electrical, and plumbing areas, Filters, Bulbs, and Miscellaneous Supplies (b) PROVIDER Owned Location shall mean an auto parts store lawfully using the tradename or trademark "Walker Automotive Supplies, Inc.," which is wholly owned by PROVIDER. 2. ORANGE COUNTY'S CURRENT LOCATIONS. PROVIDER will establish On Site Store(s) at ORANGE COUNTY'S following location(s): Orange County Asset Management Services North Campus 600 Highway 86 North Hillsborough, NC 27278 Director: Pamela Jones Additional locations in ORANGE COUNTY may be added to this Agreement but only by a written amendment executed and agreed to by both ORANGE COUNTY and PROVIDER. Notwithstanding the foregoing language, ORANGE COUNTY agrees to, and hereby grants, PROVIDER the right of first refusal on any and all new or additional locations of ORANGE COUNTY that are to be serviced by an On Site Store or similar supply entity. 3. DUTIES AND RESPONSIBILITIES OF PROVIDER PROVIDER shall have the following duties and responsibilities during the term of this Agreement: (a) PROVIDER will operate the On Site Store(s) and provide the Inventory to ORANGE COUNTY's now existing locations. PROVIDER will use commercially reasonable efforts to manage such Inventory efficiently and effectively. PROVIDER shall provide all personnel required to operate the On Site Store(s). (b) In those circumstances when delivery is required by ORANGE COUNTY, PROVIDER will provide parts to ORANGE COUNTY's locations on a daily route basis. In addition, PROVIDER will accelerate delivery on those items ORANGE COUNTY requires to be delivered on an expedited basis. PROVIDER will make all reasonable efforts to ensure prompt delivery to the ORANGE COUNTY'S location(s) requesting part(s). PROVIDER personnel will be responsible for all off-loading of delivered INVENTORY. (c) PROVIDER shall provide all computers and reports necessary to monitor monthly expenses as they pertain to the daily operation of the On Site Store(s). PROVIDER shall provide computer ordering and cataloging to each On Site Location. (d) PROVIDER shall provide a profit and loss statement of the parts operations to the ORANGE COUNTY on approximately the 15~' of each month for each On Site Location. (e) PROVIDER shall provide back-up emergency service during non-working hour contingencies as defined and mutually agreed upon by PROVIDER and ORANGE COUNTY. The COUNTY .will set guidelines for non-working hours services. PROVIDER will provide a list of personnel, including telephone numbers, who will respond to emergency service requests. (f) PROVIDER and all of its assigns, sub-contractors, vendors, and suppliers to the ORANGE COUNTY will remain certified and in good standing with ORANGE COUNTY as compliant with accepted purchasing procedures accepted by ORANGE COUNTY. (g) PROVIDER shall provide inventory management services for automotive and other vehicle tires and janitorial supplies with compensation as provided in Section 6(a)(i) herein. ORANGE COUNTY shall initially be responsible for the procurement of such -tires and janitorial supplies. In the event ORANGE COUNTY and PROVIDER agree that PROVIDER shall, in addition to providing inventory management services, procure tires and janitorial supplies for use by ORANGE COUNTY such agreement must be memorialized by a written amendment to this Attachment A and the Services Agreement dated and signed by all parties. 5. DUTIES AND RESPONSIBILITIES OF ORANGE COUNTY. ORANGE COUNTY shall have the following duties and responsibilities during the term of this Agreement: (a) ORANGE COUNTY shall provide, at its sole expense, usable space for PROVIDER'S On Site Location(s) and the Inventory. ORANGE COUNTY shall provide access to restroom facilities for PROVIDER employees. Further, ORANGE COUNTY shall furnish, at its sole expense, all utilities for the On Site Location(s) including: water, Internet access, sanitation, sewer, light, telephone, heat, gas, electricity, power, fuel, custodial services, and other utility expenses that are mutually agreed by both ORANGE COUNTY and PROVIDER. (b) ORANGE COUNTY shall use PROVIDER as its Primary Supplier of the Inventory under this Agreement. ORANGE COUNTY reserves the right to purchase any item outside this Agreement where it is determined to be more economical or timely so long as the purchase of aforesaid part or parts does not result in PROVIDER no longer being ORANGE COUNTY's Primary Supplier. (c) Each On Site Location shall be appropriately secured or otherwise maintained separate and apart from the business of ORANGE COUNTY. There shall be no intermingling. of ORANGE COUNTY's parts or other inventory with PROVIDER's parts or inventory. Access to the secured On Site Locations} shall be restricted to PROVIDER employees and authorized PROVIDER representatives only. ORANGE COUNTY'S employees, contractors or agents shall not be permitted to enter the secured On-Site Location area unless accompanied by a PROVIDER employee or other authorized PROVIDER representative. (d) ORANGE COUNTY shall, at all times during the term of this Agreement, at ORANGE COUNTY'S sole expense, maintain in good condition and repair (so as to prevent any damage or injury to PROVIDER's employees, the Inventory or other personal property located in the On Site Location(s)) the roof, exterior walls, foundation, and structural portions of the On Site Location(s) and all portions of the electrical and plumbing systems lying outside of the On Site Location(s) but serving the On Site Location(s). (e) ORANGE COUNTY shall provide information regarding fleet changes to PROVIDER as soon as possible. Fleet changes include but are not limited to the removal of types of vehicles from the fleet and the addition of new vehicles to the fleet. (f) ORANGE COUNTY shall provide the PROVIDER access and permission to use the on-site forklift and pallet jack for the sole purpose of moving inventory around the on-site inventory areas. 6. COMPENSATION. The overall goal of ORANGE COUNTY's pricing plan is to achieve a ten percent (10%) net profit for PROVIDER (the "Net Profit Target") by adjusting the pricing of two elements: (a) Product Costs. The pricing of the Inventory to be supplied to ORANGE COUNTY by PROVIDER pursuant to this Agreement. Product Costs shall be further divided into "NAPA Product Costs," which is the pricing of NAPA supplier manufactured products, and "Non NAPA Product Costs," which is the pricing of products which have not been manufactured by NAPA suppliers but which have been acquired for ORANGE COUNTY by PROVIDER pursuant to this Agreement. (b) Operational Costs. Any and all costs and expenses mutually agreed to between PROVIDER and ORANGE COUNTY associated with the operation of the On Site Location(s), including, but not limited to, salary and benefits payable to PROVIDER employees at the On Site Location(s), worker's compensation benefits and insurance, unemployment insurance, personal property insurance for the On Site Location(s) and Inventory, any deductible for losses covered under the personal property, and all equipment supplied by PROVIDER. The mutually agreed operational expenses is attached hereto as Attachment B. All Operational Costs are to be mutually agreed upon between PROVIDER and ORANGE COUNTY and are subject to review upon request by the ORANGE COUNTY ("open book"). PRICING PLAN SUMMARY PROVIDER Product Billed to ORANGE COUNTY at a 10% gross profit Costs rate Non-PROVIDER Billed to ORANGE COUNTY at a 10% gross profit Product Costs rate Operational Costs Billed to ORANGE COUNTY at cost Net Profit Target 10% net profit for PROVIDER, equal to the 10% gross rofit rate above Both PROVIDER Product Costs and Non-PROVIDER Product Costs shall be set by PROVIDER to yield a gross profit of ten percent (10%). Operational costs will be charged to ORANGE COUNTY at cost, with all such charges for Operational Costs to be included in ORANGE COUNTY'S monthly billing statement. ORANGE COUNTY will be billed at the end of each month for operational costs on an "in arrears" basis. In addition, PROVIDER may use any sub-contractor for the procurement of "outside" purchases or services (i.e., those parts or services not traditionally stocked or performed by PROVIDER), and ORANGE COUNTY will be billed an additional charge for any such purchases so as to yield PROVIDER a ten percent (10%) gross profit on such purchases. 8. NO LIENS. (a) ORANGE COUNTY warrants that it shall take no action, including but not limited to the granting of a security interest, or fail to take any action, which would operate or does operate in any way to encumber the Inventory of PROVIDER located in the On Site Location(s). (b) ORANGE COUNTY grants PROVIDER a power of attorney to execute such documents as are necessary to protect PROVIDER'S interest in the Inventory on consignment on ORANGE COUNTY'S premises, including any UCC-1 statements. 9. PERSONNEL. PROVIDER and ORANGE COUNTY shall attempt in good faith to mutually agree upon the identity of the persons that will be selected to staff the On Site Location(s). In the event that ORANGE COUNTY for any reason wishes to remove or replace any of the PROVIDER personnel in the On Site Location(s), the parties will attempt to resolve ORANGE COUNTY'S request by mutual agreement. If PROVIDER and the ORANGE COUNTY fail to mutually resolve a personnel issue as set forth in this Section 10, PROVIDER will decide the issue in its sole discretion. Attachment C outlines the job description mutually agreed to by PROVIDER and ORANGE COUNTY. 10. WARRANTY DISCLAIMER. All INVENTORY supplied pursuant to this Agreement are subject to the terms of written warranties provided by the manufacturer of each part, and PROVIDER shall use reasonable commercial efforts to assist the ORANGE COUNTY in processing all warranty claims that the ORANGE COUNTY may have against a manufacturer. The manufacturer's warranty will be the sole and exclusive remedy of the ORANGE COUNTY in connection with any claims concerning the parts supplied to ORANGE COUNTY pursuant to this Agreement. 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 ORANGE COUNTY upon request. 11. TERM OF AGREEMENT. This Agreement is in effect for one year from the effective date stated in the underlying Agreement. Each party has the right to terminate the Agreement without cause at any time, giving other party sixty (60) days' notice of the intent to terminate the Agreement. 12. TERMINATION FOR CAUSE. This Agreement may be terminated immediately, unless otherwise stated in Section 13, by either party for cause: (a) In the event that the other party fails or refuses to pay any amounts due under this Agreement and such failure continues for ten (10) business days; (b) In the event that the other party fails or refuses to perform any other obligation required under this Agreement, and such failure or refusal continues for thirty (30) days after written notice thereof. 13. EFFECT OF TERMINATION. Immediately upon termination of this Agreement by either party for any reason: (a) All duties, responsibilities and other obligations of each party hereunder shall terminate, except for the payment of any amounts due and owing to PROVIDER at the time of termination. (b) Each party shall immediately return to the other party all equipment, software, books, records, tools and any other personal property owned by the other parry that are- in such parry's possession. ORANGE COUNTY shall allow PROVIDER full and unrestricted access to enter into the On Site Location(s) and immediately remove all equipment and other items of personal property owned by PROVIDER without being deemed guilty of tre"spass or any other violation of the law. All inventory records, sales history, sales analysis and all other information generated by PROVIDER under this Agreement will be returned to ORANGE COUNTY. Nothing contained in this Section shall be deemed a waiver of, or in any other manner impair or prejudice, any other legal rights that either party may have against the other parry for any breach of this Agreement. The provisions and obligations of Sections 9, 11, 15, 18, and 20 shall survive the termination of this Agreement for any reason. 14. BiTY BACK OF INVENTORY. Upon termination, expiration, or non- renewal of the contract, PROVIDER shall have the option to require ORANGE COUNTY to purchase any Inventory specifically branded for use by ORANGE COUNTY where such branding reasonably prohibits the use of that inventory by other entities, and ORANGE COUNTY shall have the option to purchase all Inventory, owned by PROVIDER and located in the On Site Location(s) at PROVIDER's current acquisition cost. The Inventory contemplated for purchase by ORANGE COUNTY will be mutually agreed upon by both parties. 15. FORCE MAJEURE /DAMAGE OF PREMISES. (a) Whenever performance by either parry of any of their respective obligations (other than the obligation to make payment of money due hereunder) is substantially prevented by reason of any act of God, other industrial or transportation disturbance, fire, floods, riots, acts of enemies, national emergencies or by any other cause not within the reasonable control of such parry and not occasioned by its negligence, then such performance shall be excused and the performance of such obligations under this Agreement shall be suspended for the duration of such prevention and for a reasonable time thereafter. (b) PROVIDER may terminate this Agreement immediately in the event that the ORANGE COUNTY's premises are damaged by any casualty, or such portion of the premises is condemned by any legally constituted authority, such as will make ORANGE COUNTY'S premises unusable for the On Site Location(s) in the reasonable judgment of PROVIDER. Attachment B -Standard Projected Operating Costs updated 4/1/2011 Current Walker Salary $46,073 $39,852 Accounting Fee $0 $2,160 Software Maintenance $0 $2,820 Catalog Support $0 $1,680 Insurance $0 $480 NAPA WAN $0 $2,568 Computer Hardware $0 $900 TW Metro E Connection $0 $1,520 Total $46,073 $51,980 Difference: $5,907 Attachment C INTEGRATED BUSINESS SOLUTIONS STORE MANAGER POSITION REQUIREMENTS Leadership Competencies • Generates vision and resourcefulness • Fuels customer focus • Exemplifies initiative, achievement, and effectiveness • Builds teamwork and collaborative relationships • Earns trust and respect • Invigorates people and careers Values • Customer focus • Execution and results • Adaptability and creativity • Attention to detail • Integrity and honesty • Team effort • Pride Position Performance Measures • Asset Management/Protection • Operational effectiveness • Store appearance • Safe working environment • Safety and security audit results Business Management/Execution • Achieve mission/vision/values through execution of plans designed to create superior customer experiences and achieve assigned results • Monitor store performance on a daily, weekly, monthly, and year to date basis • Identify issues and solve them effectively • Work daily with business partner to establish initiatives and business plans for the operation Customer Focus • Build a store team that consistently delivers high levels of customer service and business results • Coach team to achieve success and provide superior service • Address customer service issues immediately 1 Operational and Asset Management Protection • Insure proper processes and procedures are utilized to minimize inventory shrinkage • Actively work to minimize time loss due to Worker's Compensation injuries • Understand, interpret, and comply with customer company policies • Work closely with management to maintain procurement controls • Effectively implement and manage processes, procedures, and reporting related to the daily operation of store • Plan workloads and assign work schedules on a daily/weekly basis • Manage all controllable expenses • Assure merchandise is received and stocked in a timely and accurate manner • Assure that all delivery vehicles are kept in working order and maintained to represent our company in a positive image to our customer and public • Ensure overall cleanliness of the stock room and working areas People Development and Employee Engagement • Create and teach employees to sustain a workplace that is respectful to the customer • Lead monthly store employee meetings to ensure employees receive important communications which could impact their position and the business • Build store benchmarks through development of skills and abilities • Demand high standards of performance • Follow standards related to employee coaching, discipline documentation, and terminations • Build trusting and productive working relationships • Actively promote NAPA training programs and ASE certification Education, Experience, and Abilities • ASE certification recommended • Demonstrates leadership in management • Preferably experienced in automotive and truck parts business • Possesses high character and always deals fairly with both employees and customer • Provides strong leadership to the operation to create a high performance team • Possesses a personal drive and self motivation to accomplish goals • Capable to work in fast paced environment with ability to work calmly under pressure • Possesses a willingness and ability to learn • Possesses analytical problem solving skills • Able to work flexible hours including weekends and holidays as required by customer • Possesses strong customer relationship management skills 2 WALKALrr1 /~~ L/ ~-~ ~~~--~y~ CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYY1~ 4/11/2011 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: ff &le certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WANED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on tfiis certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Commercial Lines - 800-868-8834 CONTACT Debbie Wheeler NAME: "L 704-556-2766 ac No : 704-366-5421 EHO Wells Fargo Insurance Services USA, Inc. ~ debbie wheeler@wellsfar o com . g . ADDRESS: 6100 Fairview Road INSURERS AFFORDING COVERAGE NAIC / Charlotte, NC 28210 INSURERA: National Trust Insurance Company INSURED Walker Automotive Supply Inc INSURER B : Travelers CBS Co. of America 31194 705 E Six Forks Rd (27609) INSURER C . INSURER D PO BOX 19348 INSURER E Raleigh NC 27619 INSURER F COVERAGES CERTIFICATE NUMBER: 2631597 REVISION NUMBER: See below THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MM/DD POLICY EXP MM/DD LIMnS A GENERAL LIABILnY CPP0010701 01/01/11 01/01/12 EACH OCCURRENCE $ 1,D00,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES Ea ocwrrence 100,000 $ CLAIMS-MADE ~ OCCUR MED EXP (Any one person) $ 5,000 PERSONAL 8 ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS -COMP/OP AGG $ 2,000,000 POLICY PRO- X LOC $ ,4 AUTOMOBILE LIABILnY CA0014991 1/1/2011 1/1/2012 COMBINED SINGLE LIMIT Ea accident 1 000 000 X ANY AUTO BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accdent) $ X HIRED AUTOS X NON-0WNED AUTOS PROPERTY DAMAGE Per accident $ X Comp Ded $5 X Coll Ded $1,00 $ A X UMBRELLALIAB X OCCUR UM60009962 1/1/2011 1/1/2012 EACH OCCURRENCE $ 5,000,000 EXCESS LL4B CLAIMS-MADE AGGREGATE $ S,D00,000 DED X RETENTION $ 10,000 $ A WORKERS COMPENSATION AND EMPLOYERS'LIABILnY 010WC11A63179 1/1/2011 1/1/2012 X WC STATU- OTH- I Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 500,000 OFFICER/MEMBER EXCLUDED9 ~ (Mandatory In NH) N / A E.L DISEASE - EA EMPLOYE $ 500,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT 500,000 $ B 3rd Party Crime 105057529 04/11/11 01/01/12 $1,000,000 Limn DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES (Attach ACORD 107, Additional Remarks Schedule, if more space is required) Orange County is named as additional insured with respects to general liability, auto liability and Umbrella CERTIFICATE HOLDER CANCELLATION Orange County PO box 8181 Hillsborough, NC 27278 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORRED REPRESENTATNE {e~r5/~i+.~ ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD ©1988-2010 ACORD CORPORATION. All rights reserved. In+s m ~p.ms certlfirx zsarsaa weed m an irzm rl INTERLINE iL 011 (07 09) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDED NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM BUSINESSOWNERS COVERAGE FORM COMMERCIAL CRIME COVERAGE FORM ~;,.,,y~ t~ MMER L GENERAL L A~ILIIY COVERAGE PART COMN~~IAND MARINE COVERAGE PART COMMERCIAL LIABILITY UMBRELLA COVERAGE FORM COMMERCIAL OUTPUT POLICY COMMERCIAL PROPERTY COVERAGE PART FARM COVERAGE PART FARM UMBRELLA COVERAGE FORM GARAGE COVERAGE FORM LIQUOR LIABILITY COVERAGE PART PRODUCT WITHDRAWAL COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE FART SCHEDULE A. Number of Days' Notice: 34 B. Person(s) or Organization Name and Address: Orange County Attn: Jeffery Thompson PO Box 8181 Hillsborough, NC 27278 (tf no entry appears above, information required to complete this Schedule will be shown in the Declarations as applicable to the endorsement.} For any statutorily permitted reason other #han nonpayment of premium, the number of days required for notice of cancellation to the first Named Insured, as provided in Paragraph 2. of either the Cancellation Common Policy Condition or as amended by an applicable state cancellation endorsement, is increased to the number of days shown in Item A. in the Schedule above. When a person or organization is listed in item B. in the Schedule above, the num ber of days notice in item A. also applies to the person(s) or organization listed in the schedule. IL 011 (07 49) inGudes copyrighted material of the Insurance Services Office, Inc., with its permission. Page 1 of 1 Copyright 2008 FCCI Insurance Group. INTERLINE IL 011 (07 09) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDED NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the fo{lowing: 1.$USINESS AUTO COVERAGE FOBIfl~ BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM BUSINESSOWNERS COVERAGE FORM COMMERCIAL CRIME COVERAGE FORM COMMERCIAL GENERAL LIABILITY COVERAGE PART COMMERCIAL INLAND MARINE COVERAGE PART COMMERCIAL LIABILITY UMBRELLA COVERAGE FORM COMMERCIAL OUTPUT POLICY COMMERCIAL PROPERTY COVERAGE PART FARM COVERAGE PART FARM UMBRELLA COVERAGE FORM GARAGE COVERAGE FORM LIQUOR LIABILITY COVERAGE PART PRODUCT WITHDRAWAL COVERAGE PART PRODUCTSICOMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE A. Number of Days` Notice: 30 B. Person(s) or Organizafson Name and Address: Orange County Attn: Jeffery Thompson PO Box 8181 Hillsborough, NC 27278 (If no entry appears above, information required to complete #his Schedule will be shown in the Declarations as applicable to the endorsement.} For any statutorily permitted reason other than nonpayment of premium, the number of days required for notice of cancellation to the first Named Insured, as provided in Paragraph 2. of either the Cancella#ion Common Policy Condition or as amended by an applicable state cancellation endorsemen#, is increased to the number of days shown in i#em A. in the Schedule above. When a person or organization is Listed in item B. in the Schedule above, the num ber of days notice in item A. also applies to the person(s) or organiza#ion listed in the schedule. IL 011 (07 09) Includes copyrighted material of the Insurance Senrices Office, Inc., with ifs permission. Page 1 of 1 Copyrigh# 2008 FCC! Insurance Group. INTERLINE IL 011 (07 09) THIS ENDORSEMENT CHANGES 7HE POLICY. PLEASE READ IT CAREFULLY. AMENDED NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifiies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM BUSINESSOWNERS COVERAGE FORM COMMERCIAL CRIME COVERAGE FORM COMMERCIAL GENERAL LIABILITY COVERAGE PART COMMERCIAL INLAND MARINE COVERAGE PART ~. MMER AL LIABILITY U B VERAGE FORM COMMERCIAL OUTPUT POLICY COMMERCIAL PROPERTY COVERAGE PART FARM COVERAGE PART FARM UMBRELLA COVERAGE FORM GARAGE COVERAGE FORM LIQUOR LIABILITY COVERAGE PART PRODUCT W17HDRAWAL COVERAGE PART PRODUCTSICOMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE A. Number of Days' Notice: 30 B. Person(s) or Organization Name and Address: Orange County Attn: Jeffery Thompson PO Box 8181 Hillsborough, NC 27278 {If no entry appears above, information required to complete this Schedule will be shown in the Declarations as applicable to the endorsement.} For any statutorily permitted reason other #han nonpayment of premium, the number of days required for notice of cancellation to the first Named Insured, as provided in Paragraph 2. of either the Cancellation Common Policy Condition or as amended by an applicable sta#e cancellation endorsemen#, is increased to the number of days shown in item A. in the Schedule above. When a person or organization is listed in item B. in the Schedule above, the num ber of days notice in item A. also applies to the person(s) or organization listed in the schedule. IL 011 (07 09) indudes copyrighted maferial of the Insurance Services Office, Inc., with its permission. Page 1 of 1 Copyright 2008 FCCI Insurance Group. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POCKY • •• • •• • •-~ • ~- • ~• • Insured Name: Walker Automotive Supply Inc Policy Number: 010-WC11A-63179 • Agency Name: 4054, Wells Fargo Ins Svcs USA InclCharlotte AMENDED NOTICE OF CANCELLATION PROV[DED BY US Th(s endorsement modifies insurance prvvtded under the following: WORKERS' COMPENSATION AND EMPLOYERS LlASILITY INSURANCE POt_iCY Schedule A. Number of Days' Notice 30 B. Person{s} yr Organization Name and Address Orange County Attn: Jeffery Thompson PO Box 8181 Hillsborough, NC. 27278 (If no entry appears above, information required to complefa this Scheduie will be shown in the Declarations as applicable to the endorsement.} For any sta#utorfly permitted reason other than nonpayment of pram€um, the number of days required for notice of cancellation fo the insured first named in item 1, as provided In Paragraph D. of either the CANCELLATION Condition or as amended by an applicable state cancellation endorsement, is increased to the number of days shown in item A. in the Schedule above. When a parson or organization is listed in Item B. in the Scheduie above, the number of days notice in Item A. also applies to the person(s) or organization fisted in the Schedule above. This endorsement changes the policy to which it is attached and is effective on the date Issued unless otherwise stated. Issued by: National Trust insurance Company - 27367 Errdarsement Number: • Effective Dafe: 3/31/14 Date issued: 3/31! 14 /"j Countersigned by "~°`Jc/ Au#horized Representative INC 99 06 11 A (Eff. 07109) Includes copyrighted material of the National Ceuncil on Compensa#lon Insurance, Inc. used with its permission. POLICY NUMBER: CPP0010701 COMMERCIAL GENERAL LIABILITY CG 20260704 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED ~ DESIGN ATED PERSON OR ORGANIZATION i'his endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Persons} Or Organization(s) Orange Country PO Box 8181 Hillsborough. NC 27278 information required to complete this Schedule, if not shown above, will be shown in the Declarations Section II -Who Is An Insured is amended fo in- clude as an additions! insured the parson(s) or organi- zation(s) shown fn the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omis- sions of those acting on your behalf: A. In the performance of your ongoing operations; or B. In connection with your premises owned by or rented to you. CG 20 26 07 04 ©ISO Properties, Inc., 2004 Paga 1 of 1 O