Loading...
HomeMy WebLinkAbout2020-610-E Transportation-Walker Auto Supply onsite consultantRevised 07/20 1 [Departmental Use Only] TITLE Walker Employee FY 20-21 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 1 day of July, 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): 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) 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 DocuSign Envelope ID: A4383317-8ADF-4C39-8444-19C44DC9DE44 Revised 07/20 2 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 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 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. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations DocuSign Envelope ID: A4383317-8ADF-4C39-8444-19C44DC9DE44 Revised 07/20 3 with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): 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. b. 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. c. PROVIDER shall provide an operating statement of the parts operations to the ORANGE COUNTY on approximately the 15th of each month for each On Site Location. d. 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. e. 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. f. PROVIDER shall provide inventory management services for automotive, tires, and janitorial supplies with compensation as provided in Section 6(a)(i) herein. ORANGE COUNTY shall initially be responsible for the procurement of janitorial supplies. In the event ORANGE COUNTY and PROVIDER agree that PROVIDER shall, in addition to providing inventory management services, procure janitorial supplies for use by ORANGE COUNTY such agreement must be memorialized by a written amendment to this Agreement. g. When called upon by ORANGE COUNTY the PROVIDER may provide additional products or services including but not limited to: product, logistical, facility, and/or fleet support during emergency situations (weather or otherwise) to assist the county in the emergency relief effort. All emergency services rendered will adhere to the pricing plan summary in section 5 of this Agreement. Requests for emergency services support as provided herein must be made to PROVIDER by ORANGE COUNTY in writing. Time sensitive requests from the Transportation Services Director may be made via email to satisfy the writing requirement of this section. 4. Duration of Services a. Term. The term of this Agreement shall be from 7/1/2020 to 6/30/2021. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. DocuSign Envelope ID: A4383317-8ADF-4C39-8444-19C44DC9DE44 Revised 07/20 4 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 7/1/2020. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed Twenty-Seven Thousand and Eight Hundred and Nine Dollars ($27,809). Payment for satisfactorily performed 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 (Theo Letman) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who 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 N/A (if no additional insurance required mark N/A DocuSign Envelope ID: A4383317-8ADF-4C39-8444-19C44DC9DE44 Revised 07/20 5 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. To the extent authorized by North Carolina law 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. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. 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. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. DocuSign Envelope ID: A4383317-8ADF-4C39-8444-19C44DC9DE44 Revised 07/20 6 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. 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 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. 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 http://www.orangecountync.gov/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 DocuSign Envelope ID: A4383317-8ADF-4C39-8444-19C44DC9DE44 Revised 07/20 7 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. 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 or mandated functions, by state 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. Signatures. 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 11A 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: WalkerAutomotive Supply, Inc. P.O. Box 8181 705 E. Six Forks Road DocuSign Envelope ID: A4383317-8ADF-4C39-8444-19C44DC9DE44 Revised 07/20 8 Hillsborough, NC 27278 Raleigh, NC 27609 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: A4383317-8ADF-4C39-8444-19C44DC9DE44 Revised 07/20 9 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: __________________________________ John Kelley District Manager Printed Name and Title DocuSign Envelope ID: A4383317-8ADF-4C39-8444-19C44DC9DE44 Revised 07/20 10 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: WalkerAutomotive Supply, Inc. Party/Vendor Contact Person: John Kelley Contact Phone: 919-995-6635 Party/Vendor Address: 705 E. Six Forks Road City Raleigh State: NC Zip: 27609 Department: Transportation Services Amount: 27,809 Purpose: 50% Sarlary of On-Sight Walker Employee Budget Code(s): 630000/10435120 Vendor # 58664 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 7/1/2020 Approved by Board Yes No Agenda 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: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are 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 sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@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:_________ DocuSign Envelope ID: A4383317-8ADF-4C39-8444-19C44DC9DE44 8/7/2020 9/1/2020 9/2/2020 9/3/2020 Revised 07/20 11 DocuSign Envelope ID: A4383317-8ADF-4C39-8444-19C44DC9DE44 ATTACHMENT A - INTEGRATED SUPPLY SCOPE OF SERVICES WALKER AUTOMOTIVE SUPPLY, INC. DocuSign Envelope ID: A4383317-8ADF-4C39-8444-19C44DC9DE44 SCOPE OF SERVICES 1. DEFINITIONS. The following tenias 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, tires, 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 Supply, 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 Public Transportation North Campus 600 Highway 86 North Hillsborough, NC 27278 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). DocuSign Envelope ID: A4383317-8ADF-4C39-8444-19C44DC9DE44 (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 an operating statement of the parts operations to the ORANGE COUNTY on approximately the 15th 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, tires, and janitorial supplies with compensation as provided in Section 6(a)(i) herein. ORANGE COUNTY shall initially be responsible for the procurement of janitorial supplies. In the event ORANGE COUNTY and PROVIDER agree that PROVIDER shall, in addition to providing inventory management services, procure janitorial supplies for use by ORANGE COUNTY such agreement must be memorialized by a written amendment to this Agreement. (h) When called upon by ORANGE COUNTY the PROVIDER may provide additional products or services including but not limited to: product, logistical, facility, and/or fleet support during emergency situations (weather or otherwise) to assist the county in the emergency relief effort. All emergency services rendered will adhere to the pricing plan summary in section 5 of this Agreement. Requests for emergency services support as provided herein must be made to PROVIDER by ORANGE COUNTY in writing. Time sensitive requests from the Transportation Services Director may be made via email to satisfy the writing requirement of this section. DocuSign Envelope ID: A4383317-8ADF-4C39-8444-19C44DC9DE44 4. 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 Location(s) 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. 5. 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: DocuSign Envelope ID: A4383317-8ADF-4C39-8444-19C44DC9DE44 (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 "PROVIDER Product Costs," which is the pricing of NAPA supplier manufactured products, "Non-PROVIDER 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 and “TIRES” which have been acquired for ORANGE COUNTY by PROVIDER. (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 Costs Non-PROVIDER Product Costs aej Billed to ORANGE COUNTY at a 10% gross profit rate Billed to ORANGE COUNTY at a 10% gross profit rate Tires Billed to ORANGE COUNTY at a 10% gross profit rate with an additional 2% state mandated tire disposal fee. Operational Costs Billed to ORANGE COUNTY at cost Net Profit Target 10% net profit for PROVIDER, equal to the 10% gross profit rate above PROVIDER Product Costs, Non-PROVIDER Product Costs and TIRES 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 DocuSign Envelope ID: A4383317-8ADF-4C39-8444-19C44DC9DE44 charge for any such purchases so as to yield PROVIDER a ten percent (10%) gross profit on such purchases. 6. 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. 7. 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 m utually 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. 8. 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 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. 9. TERM OF AGREEMENT. (a) 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 th e Agreement. (b) This agreement shall be considered renewed annually at the same terms and conditions unless written notice to terminate this Agreement is provided by either party. DocuSign Envelope ID: A4383317-8ADF-4C39-8444-19C44DC9DE44 (c) Attachment B of this Agreement details projected operating costs as of the date listed on Attachment B. It is acknowledged and agreed by ORANGE COUNTY and PROVIDER that the figures in Attachment B will increase at a rate of three percent (3%) per year unless otherwise agreed to by ORANGE COUNTY and PROVIDER in writing. Attachment B (i.e., current operating costs) and supporting documentation will be provided to ORANGE COUNTY by PROVIDER within ten (10) days of ORANGE COUNTY’s written request. 10. 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 11. 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 party that are in such party'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 trespass 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 party for any breach of this Agreement. The provisions and obligations of Sections 6, 12, and 13 shall survive the termination of this Agreement for any reason. 12. BUY 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. DocuSign Envelope ID: A4383317-8ADF-4C39-8444-19C44DC9DE44 13. FORCE MAJEURE / DAMAGE OF PREMISES . (a) Whenever performance by either party 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 party 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. DocuSign Envelope ID: A4383317-8ADF-4C39-8444-19C44DC9DE44 Attachment B - Standard Projected Operating Costs Updated 8-8-2019 Walker Salary $41,047 Accounting Fee $2,400 Software Maintenance $3,870 Catalog Support $2,400 Insurance $480 Delivery Fuel and Maintenance Billed as required NAPA WAN $3,108 Computer Hardware $792 TW Metro E Connection $1,520 Total $55,617 DocuSign Envelope ID: A4383317-8ADF-4C39-8444-19C44DC9DE44 Attachment C 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. 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. 2.2 Ensure all account issues are resolved quickly, leveraging resources from all areas of the organization. ESSENTIAL DUTIES AND RESPONSIBILITIES DocuSign Envelope ID: A4383317-8ADF-4C39-8444-19C44DC9DE44 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, pric e 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 HR 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 co ncerns 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. KEY PERFORMANCE INDICATORS (Reviewed and adjusted annually) DocuSign Envelope ID: A4383317-8ADF-4C39-8444-19C44DC9DE44 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 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, l eadership 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.  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: MINIMUM QUALIFICATIONS DocuSign Envelope ID: A4383317-8ADF-4C39-8444-19C44DC9DE44  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. 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. PHYSICAL DEMANDS AND WORK ENVIRONMENT DocuSign Envelope ID: A4383317-8ADF-4C39-8444-19C44DC9DE44 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 emplo yee 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. 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 DISCLAIMER AND ACKNOWLEDGEMENT DocuSign Envelope ID: A4383317-8ADF-4C39-8444-19C44DC9DE44 DocuSign Envelope ID: A4383317-8ADF-4C39-8444-19C44DC9DE44