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HomeMy WebLinkAbout2021-010-E AMS-Walker Auto Supply 2021 parts contract DocuSign Envelope ID:3C82534E-AFB3-4C21-8943-F082904898FD DS Q� [Departmental Use Only] TITLE Annual Supplies FY 2021 NORTH CAROLINA SERVICES AGREEMENT UNDER $90,000.00 NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this 23rd day of December, 2020, ("Effective Date") by and between Orange County, North Carolina a political subdivision 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, Facilities General Services/Maintenance Supplier, Custodial Supplier, and Emergency Services Assistance, plus applicable delivery fuel and maintenance as agreed and detailed in provided proposal. 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 Revised 12/18 1 DocuSign Envelope ID:3C82534E-AFB3-4C21-8943-F082904898FD 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 of its agents, contractors, employees, or assigns 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. v) 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 are current, active, and not in a state of suspension or revocation. vi) In determining the basic services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. Should a request for proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of any proposal. 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 Attachment 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 from January 1, 2021 to June 30, 2021. b. Scheduling of Services. Revised 12/18 2 DocuSign Envelope ID:3C82534E-AFB3-4C21-8943-F082904898FD i) The Provider shall schedule and perform its 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 its efforts, including providing additional resources and working overtime, as necessary, to perform its 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 January 1, 2021. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services under this Agreement. The maximum amount payable for Basic Services shall not exceed fifty five thousand six hundred seventeen Dollars ($55,617). 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 (Alan Dorman) 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 Board 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. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by County's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php). If County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of (if no additional insurance required mark Revised 12/18 3 DocuSign Envelope ID:3C82534E-AFB3-4C21-8943-F082904898FD N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. The Provider agrees, without limitation, 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 property damage or bodily injury including death 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 Carolina 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 of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days' prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. c. 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. d. 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. Revised 12/18 4 DocuSign Envelope ID:3C82534E-AFB3-4C21-8943-F082904898FD e. Suspension. County may suspend the Basic Services and this Agreement at any time for County's convenience and without penalty to County upon three (3) days' notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assigntnent. 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. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at hqp://www.oran eg countync. og v/departments/purchasing division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. 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. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. 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. Revised 12/18 5 DocuSign Envelope ID:3C82534E-AFB3-4C21-8943-F082904898FD f. 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. g. 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. h. 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. i. Si_ng atures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article I IA and Article 40 of North Carolina General Statute Chapter 66. j. 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:Steven Arndt Walker Automotive Supply, P.O. Box 8181 Hillsborough,NC 27278 PO Box 19348 Raleigh,NC 27619 [SIGNATURE PAGE TO FOLLOW] Revised 12/18 6 DocuSign Envelope ID:3C82534E-AFB3-4C21-8943-F082904898FD 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: PROVIDER: DocuSigned by: /DocuSigned by: B .J�bla.ln.lt, �aw�w�t►rS(c�j By �C d i4f �M nager Andrew Walker, Store Operations Printed Name and Title Revised 12/18 7 DocuSign Envelope ID:3C82534E-AFB3-4C21-8943-F082904898FD ORANGE COUNTY—DEPARTMENT USE ONLY Party/Vendor Name: Walker Automotive Supply, Inc. Party/Vendor Contact Person: John Kelley Contact Phone: 919-995-6635 Party/Vendor Address: PO Box 19348 City Raleigh State: NC Zip: 27619 Department: AMS/OCPT Amount: $55,617 Purpose: Annual Parts Supplier Budget Code(s): 10240320-630000 (40%), 10240520-630000 (10%), and 10435120-630000 (50%)_ Vendor # 58664 (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑No❑ Contract Type: (Check one)New ❑ Renewal ® Amendment ❑ Effective Date Approved by Board Yes No [ get d❑;Date: This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: DocuSigned by: Department Director's SignatuCe�sfwjl art"'A Date: 12/29/2020 Agreements for emergency services or repair 6are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: Information Technologies (Applicable only to hardware/software purchases or related services)This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer Date: Risk Management This agreement is approved for sufficieng off in urappce standards,specifications,and requirements: docu igned"ley:'ll Office of the Risk Management OfficeL!7FDCF9176800498uSa Chvw,{fb Date: 1/28/2021 .. DS p� Financial Services ff This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: DocuSigned by: Office of the Chief Financial Offic Ire7D4E.1,1ACC1409 2/1/2021 "'� "��'ofz Date:... Legal Services This agreement is approved as l�e�;' yand sufficiency: Office of the County Attorn y, Se p�, Date:2/1/2021 4C5F3CDDF0B94F6... Clerk to the Board Received for record retention: All Docusign contracts must be copied to Sherri Ingersoll upon completion: singersoll@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board Date: Revised 12/18 8 DocuSign Envelope ID:3C82534E-AFB3-4C21-8943-F082904898FD NORTH CAROLINA SERVICES AGREEMENT ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this 1st day of Jan, 2021, ("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. 1 DocuSign Envelope ID:3C82534E-AFB3-4C21-8943-F082904898FD 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 are 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 DocuSign Envelope ID:3C82534E-AFB3-4C21-8943-F082904898FD 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 Jan. 1st, 2021. 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 Board 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 3 DocuSign Envelope ID:3C82534E-AFB3-4C21-8943-F082904898FD 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 party. 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 Carolina 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 party may terminate this Agreement pursuant to the terms of Section 11 of Attachment A. 4 DocuSign Envelope ID:3C82534E-AFB3-4C21-8943-F082904898FD 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 Assignment. 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. c. 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 5 DocuSign Envelope ID:3C82534E-AFB3-4C21-8943-F082904898FD 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 Carolina 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 Carolina Public Records Laws Provider shall identify in writing those records, documents, or things prior to the commencement date of this Agreement. 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 II(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 awarded 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 DocuSign Envelope ID:3C82534E-AFB3-4C21-8943-F082904898FD 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: 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: PROVIDER: By: By: Chair Board of County Commissioners Printed Name and Title Attest: SEAL Clerk to the Board This instrument has been approved as to technical content. 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 instrument has been approved as to form and legal sufficiency. Office of the County Attorney DocuSign Envelope ID:3C82534E-AFB3-4C21-8943-F082904898FD Attachment B- Standard Projected Operating Costs Walker Salary $41,047 Accounting Fee $2,400 Software Maintenance $3,870 Catalog Support $2,400 Insurance $480 Delivery Fuel and Maintenance TBD NAPA WAN $3,108 Computer Hardware $792 TW Metro E Connection $1,520 Total $55,617 22 DocuSign Envelope ID:3C82534E-AFB3-4C21-8943-F082904898FD Attachment C WALKER NAPA POSITION DESCRIPTION IBS Manager EMPLOYEE: Name DEPARTMENT: FLSA STATUS: Exempt REPORTS TO: IBS District Manager POSITION GRADE: TBD HIRE DATE: Date SUMMARY: Manages and leads Integrated Business Solutions operations and serves as subject matter expert in fleet inventory management,fleet specific procurement strategy and execution, and municipal liaison.The IBS Manager will be tasked with implementing and integrating effective sales and inventory processes and control measures for IBS Operations, managing and training IBS staff, creating and managing standard operating procedures manuals for each IBS operation. ESSENTIAL DUTIES AND RESPONSIBILITIES Duties include but are not limited to: 1. Manage IBS operations: 1.1 Manage,train,coach,and motivate employees to maximize sales,and build partnerships with customers. 1.2 Create and maintain a high energy, high performing IBS operation. Develop and maintain a workplace that is respectful of the individual and builds teamwork. 1.3 Encourage creativity and a helpful approach to selling and building customer loyalty. Recognizes and appreciates the contributions of all team members 1.4 Partner with HR for assistance in hiring and promotion and ensure best talent is sourced and developed to support IBS success,while in compliance with company policies and procedures. 1.5 Provide expectations and direction to employees on work allocation,training,and problem resolution;set high standards for performance,evaluate performance, and make recommendations for personnel actions. 1.6 Monitor performance, provide continuous feedback, reward achievements and council and/or apply corrective action as needed. 1.7 Coordinate regular meetings with Municipal management and Walker staff.Conduct effective meetings on regular basis and ensure effective communication throughout. 1.8 Improve effectiveness and streamline operations and ensure presentable physical condition of allocated space within facilities. 1.9 Timely and accurately complete administration functions. 2. Create a culture of excellent customer experience: 2.1 Partners with all members of Walker Auto when product/service issues arise. 23 DocuSign Envelope ID:3C82534E-AFB3-4C21-8943-F082904898FD 2.2 Ensure all account issues are resolved quickly, leveraging resources from all areas of the organization. 2.3 Ensure timely and effective communication throughout the IBS operation and with all Walker Auto Departments. 2.4 Implement and re-inforce the company-wide definition of ideal customer experience within the IBS locations. 3. Monitor and manage IBS financial performance: 3.1 Monitor store sales performance on a daily,weekly and year-to-date basis. Identify performance issues and causes and implement corrective measures. 3.2 Works with Finance in area of accounts receivable to meet and maintain collection targets. 4. Manage inventory and minimize shrinkage: 4.1 Minimize inventory shrinkage and account for all cores/defects/labor claims. Inventory all products quarterly in accordance with the Classification Schedule. Inventory problem areas and line codes and report any product shown on hand and is not on the shelf per company procedure. 4.2 Track inventory dates. 4.3 Ensure all cores,defects,and returns are processed weekly. Write credit to accounts only when cores/defects have been received. Ensure delivery drivers are properly documenting all cores via the returns/defects books. 4.4 Ensure accurate and timely posting and reconciliation of all overnight,special,and stock orders. Check NAPA Storefront and ensure proper billing between store charges and parts received. 4.5 Ensure that merchandise is stocked in a timely and accurate manner. Ensure the sales area is stocked and bin labels are updated to reflect correct pricing. 4.6 Account for and reconcile all NSB pick-ups in accordance with company policy. 4.7 Reconcile and validate daily all cash refunds, price overrides,voids,and all other unique invoices listed and report any unusual activities or patterns to the store operations team. 4.8 Work in Partnership with Distribution Center to ensure accurate and optimal inventory control. 5. Manage company property to minimize risk exposure and ensure a safe and healthy work environment: 5.1 Ensure overall cleanliness of the store and outside areas. 5.2 Communicate and re-inforce Safety policy and correct behavior as needed. 5.3 Monitor operations for unsafe working conditions/hazards or potential areas of concern and timely resolve issues. 6. Manage IBS employees,ensuring compliance and employee engagement: 6.1 Understand,correctly interpret, and comply with company policies. Ensure all employees understand and comply with company policies. 6.2 Plan employee workloads and assign work schedules on a daily/weekly basis. Manage scheduling of employees,ensuring IBS operations are adequately staffed. 6.3 Inform IBS District manager timely of any employee issues or concerns. 6.4 Communicate with FIR in regards to all Human Resources Management matters(such as employee PTO issues or queries, unplanned absences, FMLA, injuries, performance issues, attendance,etc.) 6.5 Report to HR issues related to accidents, injuries,workers compensation,employee concerns with co-workers and management(including issues covered under harassment and anti- discrimination polices and other relevant policies as detailed in employee handbook). 6.6 Ensure timely and accurate submission of Employee time and attendance records to Payroll. 24 DocuSign Envelope ID:3C82534E-AFB3-4C21-8943-F082904898FD KEY PERFORMANCE INDICATORS (Reviewed and adjusted annually) Expansion of supply channel opportunities against target Contract renewals against target Inventory accuracy Year-on-year improvement on procurement against target(s) Year-on-year improvement in employee turnover Employees'completion of required training against targets MINIMUM QUALIFICATIONS To perform this job successfully an individual must be able to perform each essential duty to a satisfactory standard.The requirements listed below are representative of the knowledge skill and/or ability required. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions. Education and/or Experience: • • HS Diploma or equivalent required • A four year business related degree preferred or equivalent business experience. • 2-5 years store operations experience • Experience managing and improving Operational P&L performance. License/Certification:Valid NC Driver's License KNOWLEDGE: • Sales and Marketing— Knowledge of principles and methods for showing, promoting,and selling products or services.This includes marketing strategy and tactics, product knowledge, sales techniques,and sales control systems. • Customer and Personal Service— Knowledge of principles and processes for providing customer and personal services.This includes customer needs assessment, meeting quality standards for services,and evaluation of customer satisfaction. • Economics&Accounts-Knowledge of economic and accounting principles,forecasting,and analyzing data and financial information. • Administration and Management— Knowledge of business and management principles involved in strategic planning, resource allocation, human resources modeling, leadership technique, and coordination of people and resources. • Personnel and Human Resources—Knowledge of principles and procedures for personnel recruitment,selection,training,compensation and benefits, labor relations,and negotiation,and personnel information systems. • Computers and Electronics— Knowledge of and computer hardware and software, including applications and programming. Proficient using Microsoft Office including Microsoft Word, Excel, and PowerPoint. • Customer and Personal Service— Knowledge of principles and processes for providing customer and personal services.This includes customer needs assessment, meeting quality standards for services,and evaluation of customer satisfaction. 25 DocuSign Envelope ID:3C82534E-AFB3-4C21-8943-F082904898FD • English Language— Knowledge of the structure and content of the English language including the meaning and spelling of words, rules of composition,and grammar. SKILLS AND ABILITIES: • Communication —Ability to exercise excellent communication (verbal,written,and presentation)and listening skills. • Organizing, Planning,and Prioritizing Work-Developing specific goals and plans to prioritize, organize,and accomplish your work. • Interpersonal skills&Managing relationships-Developing constructive and cooperative working relationships with others, and maintaining them over time. • Analytical skills— Gathering and analyzing data from a wide variety of sources,and presenting it in formats suitable for a wide variety of audiences • Persuasion — Persuading others to change their minds or behavior. • Negotiation — Bringing others together and trying to reconcile differences. • Critical Thinking— Using logic and reasoning to identify the strengths and weaknesses of alternative solutions,conclusions or approaches to problems. • Service Orientation —Actively looking for ways to improve customer's experience • Social Perceptiveness— Being aware of others' reactions and understanding why they react as they do. • Complex Problem Solving— Identifying complex problems and reviewing related information to develop and evaluate options and implement solutions. • Judgment and Decision Making— Considering the relative costs and benefits of potential actions to choose the most appropriate one. • Monitoring— Monitoring/Assessing performance of yourself,other individuals, or organizations to make improvements or take corrective action. • Time Management— Managing one's own time,ensuring efficient usage of time and timely achievement of deadlines • Active Listening—Giving full attention to what other people are saying,taking time to understand the points being made,asking questions as appropriate,and not interrupting at inappropriate times. • Management of Financial Resources— Determining how money will be spent to get the work done,and accounting for these expenditures • Management of Material Resources—Obtaining and seeing to the appropriate use of equipment,facilities, and materials needed to do certain work. • Systems Evaluation — Identifying measures or indicators of system performance and the actions needed to improve or correct performance, relative to the goals of the system. • Active Learning— Understanding the implications of new information for both current and future problem-solving and decision-making. PHYSICAL DEMANDS AND WORK ENVIRONMENT 26 DocuSign Envelope ID:3C82534E-AFB3-4C21-8943-F082904898FD The physical demands described here are representative of those that must be met by any employee to successfully perform the essential functions of this job. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions. While performing the duties of this job,the employee is regularly required to stand,walk, use hands to finger, handle,or feel, reach with hands and arms, and talk or hear.The employee is occasionally required to stoop, kneel,crouch,or crawl. Duties may be performed in an indoor or outdoor setting.The employee will be required to travel to various sites. Must be able to work weekends and evenings as required.The noise level in the work environment is frequently moderate to loud.The employee may further be required to: • Stand and be on feet for 6-8 hours. • Lift a maximum of 50 pounds from floor to truck bed height(3-4 ft) • Bend and lift 30 pounds from floor to overhead 5-10 times daily. • Ability to squat and work at 1-3 ft height for extended periods. • Bend and twist 20-30 times daily while carrying a load of 20 pounds. • Utilize Material Handling Equipment. • Work in non-temperature controlled environments. • Not be under influence of any medicine/drugs prescribed or otherwise that might impair driving, judgement,or reaction time. DISCLAIMER AND ACKNOWLEDGEMENT The information presented indicates the general nature and level of work expected of employees in this classification. It is not designed to contain,or to be interpreted as,a comprehensive inventory of all duties, responsibilities, qualifications,and objectives required of employees assigned to this job. THIS IS NOT A CONTRACT OF EMPLOYMENT. EMPLOYMENT REMAINS AT-WILL AND MAY BE TERMINATED BY EITHER PARTY AT ANY TIME,WITH OR WITHOUT NOTICE OR REASON. Employee's Signature Date Supervisor's Signature Date 27 DocuSign Envelope ID:3C82534E-AFB3-4C21-8943-F082904898FD DATE(MM/DD/YYYY) A�o® CERTIFICATE OF LIABILIT I SURANCE 12/22/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND O FE S NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEN OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A C1 NTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(h s mu t be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsen a t. statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTAC NAME: Whi Howard BATCHELOR&ASSOCIATES,LLC PHONE 9 9-694-1300 aC No): 919-301-8849 3200 WAKE FOREST RD E-MAIL WH T BATCHELORANDASSOCIATES.COM ADDRES : SUITE 200 1 1 INSURERS AFFORDING COVERAGE NAIC# RALEIGH NC 27609 INSURER : ER E INSURANCE EXCHANGE 26271 INSURED INSURER B: FI ST BENEFITS 16233 WAS VENTURES LLC INSURER WALKER AUTOMOTIVE SUPPLY INC INSURER 705 E SIX FORKS RD INSURER RALEIGH NC 27609-7831 INSURER COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN IS 3UED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY C NTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY T11 E POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN RE L CEE BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR O CY FF POLICY EXP LIMBS LTR POLICYNUMBER D MM/DD X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE FX—I OCCUR PREMISES Ea occurrence) $ 2,000,000 MED EXP(Any one person) $ 5,000 A Q97-0882923 C 1/ 1/2 21 01/01/2022 PERSONAL&ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 X POLICY❑ PRO ❑ LOC PRODUCTS-COMP/OP AGG $ 4,000,000 JECT X OTHER: Blanket Building Cov $ 19,408,900 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ A X ALL OWNED SCHEDULED Q01-0141648 0 / 1/2 21 01/01/2022 BODILY INJURY(Per accident) $ /� AUTOS AUTOS S NON-OWNED PROPERTY DAMAGE $ 1,000,O00 X HIREDAUTOS AUTOS Per accident Deductible $ 1000 Comp/coll X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 7,000,000 A EXCESS LIAB CLAIMS-MADE Q25-0174889 0 / 1/2 21 01/01/2022 AGGREGATE $ 71000,000 DED I X I RETENTION$ 0 $ WORKERS COMPENSATION AND EMPLOYERS'LIABILITY YIN N X STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 500,000 B OFFICER/MEMBEREXCLUDED? ❑N NIA 8365 0 / 1/2 21 01/01/2022 500,000 (Mandatory In NH) E.L.DISEASE-EA EMPLOYE $ If yes,describe under 500,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be at ac ed if more space is required) Orange County,its officers,agents,and employees are listed as additional insured under je era liability per the terms of the written contract Location:Orange County IBS(NAOA#589)600 Highway 86 N Hillsborough NC 27278 CERTIFICATE HOLDER CANCE TI N SHOUL NY F THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE RA ION DATE THEREOF, NOTICE WILL BE DELIVERED IN Orange County ACCO INC WITH THE POLICY PROVISIONS. 600 Highway 86 N AuT,4bRtzI IEPR SENTATIVE Hillsborough NC 27278 0 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are regis el m rks of ACORD