R23-063 1 RESOLUTION NO. R23-063
2
3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA,
4 APPROVING AND AUTHORIZING THE CITY MANAGER TO SIGN
5 THE INTEGRATED SUPPLY AGREEMENT FOR THE
6 OPERATIONAL PURCHASE OF A SOURCE OF SUPPLY FOR
7 CERTAIN AUTO, TRUCK, AND BUS PARTS BY GENUINE PARTS
8 COMPANY, IN ACCORDANCE WITH THE TERMS &
9 CONDITIONS SET FORTH IN THE SOURCEWELL AND NAPA
10 CONTRACT NO. 110520-GPC, IN THE AMOUNT OF $892,588
11 WITH AN ANNUAL EXPENDITURE OF $1,200,000 FOR THE
12 LENGTH OF THE CONTRACT; AND PROVIDING AN EFFECTIVE
13 DATE.
14
15 WHEREAS, the Fleet Division is currently ordering parts via the City Warehouse and
16 multiple vendors which has limited stock due to supply chain issues and staff shortages; and
17 WHEREAS, this causes delays on repairs to our Police, Fire, Solid Waste, Utilities and
18 numerous departments' vehicles that provide city services; and
19 WHEREAS, this request would allow for NAPA to expand current inventory and allow
20 the City of Boynton Beach access to NAPA's IBS sites throughout the Country and would also
21 include dedicated staff members and a NAPA leased vehicle to retrieve parts; and
22 WHEREAS,the City will gain greater efficiencies by significantly minimizing the number
23 of contracts, invoices, and staff time to processes/administer the aforementioned functions;
24 and
25 WHEREAS, the City Commission has determined that it is in the best interests of the
26 residents of the City to approve and authorize the City Manager to sign the Integrated Supply
27 Agreement for the operational purchase of a source of supply for certain auto, truck, and bus
28 parts by Genuine Parts Company, in accordance with the terms & conditions set forth in the
29 Sourcewell and NAPA Contract No. 110520-GPC, in the amount of $892,588 with an annual
30 expenditure of$1,200,000 for the length of the contract.
31 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
32 BOYNTON BEACH, FLORIDA, THAT:
S:\CA\RESO\Agreements\Approve integrated Supply Agreement With NAPA-Reso.Docx
33 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
34 being true and correct and are hereby made a specific part of this Resolution upon adoption
35 hereof.
36 Section 2. The City Commission hereby approves and authorizes the City
37 Manager to sign the Integrated Supply Agreement for the operational purchase of a source
38 of supply for certain auto, truck, and bus parts by Genuine Parts Company, in accordance
39 with the terms &conditions set forth in the Sourcewell and NAPA Contract No. 110520-GPC,
40 in the amount of $892,588 with an annual expenditure of $1,200,000 for the length of the
41 contract. A copy of the Agreement is attached hereto and incorporated herein by reference
42 as Exhibit "A".
43 Section 3. This Resolution shall become effective immediately upon passage.
44 PASSED AND ADOPTED this 16th day of May, 2023.
45 CITY OF BOYNTON BEACH, FLORIDA
46 YES NO
47
48 Mayor—Ty Penserga
49
50 Vice Mayor—Thomas Turkin ✓
51
52 Commissioner—Angela Cruz
53
54 Commissioner—Woodrow L. Hay
55
56 Commissioner—Aimee Kelley
57
58 VOTE 110
59 AT
60 11 • 5000-
62 Maylee lie J: us, MPA, ��C T ga
63 City Clerk � May/
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65 o .6o,�oRArF . 0 11, / PP pS TO R
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66 (Corporate Seal) rL •; �� ,/6'/
67 CORPORP�ED
68 �1 % 192 .. Michael D. Cirullo,Jr.
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69 11 P % CityAttorney
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S:1CA\RESOWgreements\Approve Integrated Supply Agreement With NAPA-Reso.Docx
INTEGRATED SUPPLY AGREEMENT
BY AND BETWEEN
GENUINE PARTS COMPANY
AND
CITY OF BOYNTON BEACH, FLORIDA
SOURCEWELL CONTRACT
INTEGRATED SUPPLY AGREEMENT
BY AND BETWEEN
GENUINE PARTS COMPANY
AND
CITY OF BOYNTON BEACH,FLORIDA
THIS INTEGRATED SUPPLY AGREEMENT (this "Agreement") is made by
and between GENUINE PARTS COMPANY, a Georgia corporation (d/b/a NAPA
Auto Parts) ("NAPA"), and the CITY OF BOYNTON BEACH, FLORIDA
("CUSTOMER"), to be effective as of the 1st day of February, 2023 (the "Effective
Date").
WITNESSETH
WHEREAS, pursuant to a competitive bidding and selection process by
Sourcewell (f/k/a National Joint Powers Alliance) (hereinafter, "Sourcewell"), a
Minnesota-based Service Cooperative created by Minnesota Legislative Statute 123A.21,
Sourcewell and NAPA executed contract #110520-GPC on December 23, 2020
(hereinafter, "Sourcewell Contract"), attached hereto as Exhibit C. to establish a source
of supply for certain auto, truck and bus parts as well as to provide Integrated Business
Solutions services; and
WHEREAS, by becoming a participating member of Sourcewell (hereinafter,
"Member"), CUSTOMER and its related entities (hereinafter, "User Agencies") are
authorized to utilize the pricing and incentives available to Sourcewell Members set forth
in the Sourcewell Contract; and
WHEREAS, CUSTOMER desires to become a User Agency under such
Sourcewell Contract and desires to receive integrated business solutions services from
NAPA; and
WHEREAS, CUSTOMER and NAPA agree that the Sourcewell Contract is a
vehicle by which CUSTOMER may contract directly with NAPA for parts and services,
but that the terms and conditions of this Agreement and not the terms and conditions of
the Sourcewell Contract shall govern the relationship of the parties; and
WHEREAS, NAPA desires to provide integrated business solutions services and
to establish inventories in CUSTOMER's locations to service the fleet parts needs of
CUSTOMER and to serve as the primary supplier of automotive replacement parts and
other supplies and/or equipment (the "Inventory" or "Products") to serve the needs of
CUSTOMER; and
SOURCEWELL CONTRACT
WHEREAS, CUSTOMER desires to provide space for the Inventory on the
premises of CUSTOMER for use by NAPA ("On Site Store") and agrees that NAPA will
be its primary supplier of the Inventory pursuant to the terms herein.
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, and other good and valuable consideration, the receipt and sufficiency
of which are acknowledged, the parties hereto agree as follows:
AGREEMENT
1. DEFINITIONS. For purposes of this Agreement, the following terms
shall have the meanings set forth below:
(a) Primary Supplier shall mean the parts supplier that provides a minimum
of ninety percent(90%) of the Inventory needs of CUSTOMER.
(b) NAPA Owned Store shall mean an auto parts store lawfully using the
tradename or trademark"NAPA"which is wholly owned by NAPA.
(c) NAPA Jobber shall mean an auto parts store lawfully using the tradename
or trademark "NAPA" with respect to which NAPA maintains no
ownership interest.
(d) Current NAPA Jobber Acquisition Cost shall mean NAPA's current gold
price as set forth on NAPA's Confidential Jobber Cost and Suggested
Resales price list.
2. CUSTOMER'S CURRENT LOCATIONS. NAPA will establish On
Site Store(s) at the CUSTOMER'S following location(s):
222 NE 9th Ave.
Boynton Beach, FL 33435
Additional locations of the CUSTOMER may be added to this Agreement but only by a
written amendment executed and agreed to by both the CUSTOMER and NAPA.
3. TERM. Subject to the terms and conditions set forth below, this
Agreement shall begin on the Effective Date and shall end when the Sourcewell Contract
terminates or expires or when terminated earlier in accordance with the applicable terms
and conditions stated herein. As the Sourcewell Contract is renewed or extended, this
Agreement may be renewed or extended for a period of time equal to or shorter than the
period of time the Sourcewell Contract is renewed or extended upon the mutual written
agreement of the parties. Notwithstanding the foregoing, should the parties desire to
extend this Agreement past the termination or expiration date of the Sourcewell Contract,
Sourcewell Contract
the parties may do so by entering into a mutually agreed upon written amendment to this
Agreement. Further, as Sourcewell awards new successive agreements to NAPA
following expiration of the Sourcewell Contract, any new contract number and/or new
terms and conditions may be added with mutual agreement via a written amendment to
this Agreement.
4. DUTIES AND RESPONSIBILITIES OF NAPA. NAPA shall have the
following duties and responsibilities during the term of this Agreement:
(a) NAPA will operate the On Site Store(s) and provide the Inventory to
CUSTOMER's now existing locations. NAPA shall provide all personnel required to
operate the On Site Store(s).
(b) In those circumstances when delivery is required by CUSTOMER, NAPA
will provide parts to CUSTOMER's locations on a daily route basis. In addition, NAPA
will accelerate delivery on those items CUSTOMER requires to be delivered on an
expedited basis. NAPA will make all reasonable efforts to ensure prompt delivery to the
CUSTOMER's location(s)requesting part(s).
(c) NAPA shall provide all computers and reports necessary to monitor
monthly expenses as they pertain to the daily operation of the On Site Store(s). NAPA
shall provide computer ordering and cataloging to each On Site Store.
(d) NAPA shall provide a profit and loss statement of the parts operations to
the CUSTOMER on approximately the 25th of each month for each On Site Store.
(e) NAPA shall provide back-up emergency service during non-working hour
contingencies. This overtime expense(calculated at time and one half)will be charged
on a cost basis to CUSTOMER and must be pre-approved by CUSTOMER. The parties
shall mutually agree upon the pre-approval process for such emergency situations.
NAPA will provide a list of personnel, including telephone numbers, who will respond to
emergency service requests.
5. DUTIES AND RESPONSIBILITIES OF CUSTOMER. CUSTOMER
shall have the following duties and responsibilities during the term of this Agreement:
(a) CUSTOMER shall provide, at its sole expense, usable space for NAPA's
On Site Store(s) and the Inventory. CUSTOMER shall provide access to restroom
facilities for NAPA employees. Further, CUSTOMER shall furnish, at its sole expense,
all utilities for the On Site Store(s) including: water, sanitation, sewer, light, telephone,
heat, gas, electricity, power, fuel,janitorial and all other utilities and services rendered or
delivered to the On Site Store(s) whatsoever. CUSTOMER shall provide NAPA a safe
work environment that is free from hostility, violence, or discrimination. NAPA reserves
the right to terminate the contract immediately should NAPA encounter a hostile, violent,
discriminatory, or unsafe work environment.
Sourcewell Contract
(b) CUSTOMER shall use NAPA as its Primary Supplier of the Inventory
under this Agreement. CUSTOMER 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 NAPA no longer being
CUSTOMER's Primary Supplier in which case NAPA may terminate this Agreement.
(c) Each On Site Store location shall be appropriately secured or otherwise
maintained separate and apart from the business of CUSTOMER. There shall be no
intermingling of CUSTOMER's parts or other inventory with NAPA's parts or inventory.
Access to the secured On Site Store(s) shall be restricted to NAPA employees and
authorized NAPA representatives only. CUSTOMER'S employees, contractors or agents
shall not be permitted to enter the secured On-Site Store area unless accompanied by a
NAPA employee or other authorized NAPA representative. CUSTOMER hereby
assumes and shall bear any and all risk of loss or damage from any cause to the Inventory
and other personal property located in the On Site Store(s), except for loss or damage
arising out of the acts, errors or omissions of NAPA. NAPA shall invoice CUSTOMER
for any such loss of or damage to the Inventory and/or other personal property located in
the On Site Store(s), and CUSTOMER shall pay such invoiced amount to NAPA in
accordance with the payment terms set forth in Section 7 below.
(d) CUSTOMER shall, at all times during the term of this Agreement, at
CUSTOMER'S sole expense, maintain in good condition and repair(so as to prevent any
damage or injury to NAPA's employees, the Inventory or other personal property located
in the On Site Store(s)) the roof, exterior walls, foundation, and structural portions of the
On Site Store(s) and all portions of the electrical and plumbing systems lying outside of
the On Site Store(s)but serving the On Site Store(s).
(e) CUSTOMER shall provide information regarding fleet changes to NAPA
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.
6. ALTERNATIVE SUPPLIERS. Each On Site Store may be serviced by
a NAPA Owned Store or a NAPA Jobber. CUSTOMER acknowledges that whether it
will be serviced by a NAPA Owned Store or a NAPA Jobber will be determined by
NAPA, in its sole discretion, and that if CUSTOMER is to be serviced by a NAPA
Jobber, then such NAPA Jobber must evidence its desire to abide by the terms of this
Agreement by entering into an Assignment in the form of Exhibit A hereto.
7. PAYMENT TERMS/PRICING. NAPA shall invoice the CUSTOMER
for all Inventory purchased pursuant to this Agreement on a monthly basis according to
the pricing plan below. CUSTOMER agrees to pay the entire amount of all statements
received from NAPA by the 25th day of the month following receipt of any such
statement. If CUSTOMER has not paid the entire amount of all statements received from
NAPA within 10 days of the 25th day of the month following receipt of such invoice,
CUSTOMER shall be put on COD until such amount is paid in full. No prompt pay
discount is available under this Agreement.
Sourcewell Contract
There are three pricing options available to CUSTOMER. Those pricing options are
Pricing Option #1 (Management Fee), Pricing Option #2a (10% Gross Profit on
Products/Monthly Operating Expenses), and Pricing Option #2b (Higher Gross Profit on
Products/No Monthly Operating Expenses). The pricing option for this Agreement must
be indicated by CUSTOMER initials,below.
PRICING OPTION#1 (MANAGEMENT FEE)
CUSTOMER INITIALS:
The overall objective of CUSTOMER's pricing plan is for: (i)NAPA to provide Products
in accordance with the Pricing Plan Summary set forth below, (ii) NAPA to provide
Outside Services in accordance with the Pricing Plan Summary set forth below, (iii)
reimbursement by CUSTOMER of each On Site Store's operating expenses, and (iv)
payment by CUSTOMER of the Management Fee (as defined below). By billing
CUSTOMER for these four categories, NAPA's On Site Store(s) will achieve its target
ten percent(10%)net profit for the Agreement(the"Net Profit Target"). These categories
are defined as follows:
(a) Product Price. The pricing of the Products to be supplied to CUSTOMER
by NAPA pursuant to this Agreement shall be divided into: 1) "NAPA
Product Price," which is the pricing of NAPA branded or NAPA
cataloged supplier manufactured products; and 2) "Non NAPA Product
Price," which is the pricing of products which have not been
manufactured by NAPA suppliers or do not exist in NAPA's proprietary
catalog system but which have been acquired for CUSTOMER by NAPA
pursuant to this Agreement. The pricing of NAPA Product and Non-
NAPA Product shall be billed in accordance with the Pricing Plan
Summary defined below.
(b) Outside Services Price. Outside Services are those services not
traditionally performed by NAPA. The pricing of Outside Services shall
be billed in accordance with the Pricing Plan Summary defined below.
(c) Operational Expenses. Any and all costs and expenses associated with
the operation of the On Site Store(s), including, but not limited to, vehicle
gas and maintenance costs, salary and benefits payable to NAPA
employees at the On Site Store(s), worker's compensation benefits and
insurance, unemployment insurance, personal property insurance for the
On Site Store(s) and Inventory, any deductible for losses covered under
the personal property, automobile liability, or general liability insurance
policies of NAPA, all equipment supplied by NAPA, Corporate Allocation
Expenses (as defined below), inventory investment expense, obsolescence
expense, pension funding costs, accounting fees, general office expenses,
Sourcewell Contract
and shared service expenses. An example of a profit and loss statement
reflecting such costs and expenses is attached hereto as Exhibit B.
CUSTOMER acknowledges and agrees that the costs and expenses
reflected on the profit and loss statement set forth on Exhibit B are subject
to change based on actual monthly costs, expenses or Corporate
Allocation Expenses incurred relative to the operation of the On Site
Store(s). To achieve economies of scale, NAPA utilizes certain
headquarter and corporate personnel to assist in the performance of this
Agreement. As a result, each On Site Store location is charged certain
corporate allocation expenses for various line items shown on Exhibit B
("Corporate Allocation Expenses") which are calculated as a percentage of
total Product sales for each month. As such, there is not a supportive
invoice for such expenses other than a monthly allocation rate statement.
These Corporate Allocation Expenses allow NAPA to have fewer
employees performing routine general administrative tasks such as paper
work and filing at the On Site Store(s), allowing NAPA counter personnel
to focus more attention on serving the On-Site Store operations, and
maximizing on-site cost efficiency.
(d) Management Fee. CUSTOMER shall be billed a Management Fee (as
defined below) on a monthly basis in accordance with the terms below.
PRICING PLAN SUMMARY
NAPA Product Price Billed to CUSTOMER at the Current NAPA Jobber
Acquisition Cost
Non-NAPA Product Billed to CUSTOMER at NAPA's current product
Price acquisition cost
Outside Services Price Billed to CUSTOMER at NAPA's cost
Operational Expenses Billed to CUSTOMER in accordance with Section 7(c)
above.
Management Fee Billed to CUSTOMER in accordance with the terms
below
Net Profit Target 10% net profit for the NAPA On Site Store(s) after
Products, Outside Services, Operational Expenses, and
Management Fee are billed to CUSTOMER.
NAPA Product shall be billed to CUSTOMER at the Current NAPA Jobber Acquisition
Cost. Non-NAPA Product shall be billed to CUSTOMER at NAPA's current product
Sourcewell Contract
acquisition cost, and Outside Services shall be billed to CUSTOMER at NAPA's cost.
CUSTOMER is solely responsible for improper or inappropriate instructions by
CUSTOMER's employees to NAPA regarding NAPA's purchases of nontraditional parts
or services, unless CUSTOMER provided prior written notice to NAPA of parts or
services that may not be procured by NAPA in relation to this Agreement. Operational
Expenses will be charged to CUSTOMER in accordance with Section 7(c) above,with all
such charges for Operational Expenses to be included in CUSTOMER's monthly billing
statement. CUSTOMER will be billed at the end of each month for Operational
Expenses on an"in arrears"basis.
CUSTOMER shall pay to NAPA on a monthly basis a management fee equal to ten
percent (10%) of the Total Monthly Net Sales (as defined below) during the preceding
month (the "Management Fee"). For purposes hereof, "Total Monthly Net Sales" means
the total dollar amount of all Products (both NAPA and Non-NAPA) and Outside
Services sold to the CUSTOMER during the preceding month at the prices set forth in the
pricing plan summary above less purchase returns.
CUSTOMER and NAPA mutually agree that CUSTOMER'S maximum annual payment
obligation for all Products, Outside Services, Operational Expenses and Management
Fees billed to CUSTOMER pursuant to this Section 7 shall be set at $ per
annum; and CUSTOMER has encumbered such amount to cover this potential liability.
The parties agree to mutually work together to adjust the amount if such amount must be
increased during the term of the contract. CUSTOMER INITIALS
PRICING OPTION #2a (10% GROSS PROFIT ON PRODUCTS / MONTHLY
OPERATING EXPENSES)
CUSTOMER INITIALS:
The overall objective of CUSTOMER's pricing plan is for NAPA to provide Products in
accordance with the agreed upon Pricing Plan Summary set forth below and
reimbursement by CUSTOMER of each On Site Store's operating expenses. By billing
CUSTOMER for these two categories, NAPA's On Site Store(s) will achieve its target
ten percent(10%)net profit for the Agreement(the"Net Profit Target"). These categories
are defined as follows:
(a) Product Price. The pricing of the Products to be supplied to CUSTOMER
by NAPA pursuant to this Agreement shall be divided into: 1) "NAPA
Product Price," which is the pricing of NAPA branded or NAPA
cataloged supplier manufactured products; and 2) "Non NAPA Product
Price," which is the pricing of products which have not been
manufactured by NAPA suppliers or do not exist in NAPA's proprietary
catalog system but which have been acquired for CUSTOMER by NAPA
pursuant to this Agreement. The pricing of NAPA Product and Non-
Sourcewell Contract
NAPA Product shall be billed in accordance with the Pricing Plan
Summary defined below.
(b) Operational Expenses. Any and all costs and expenses associated with
the operation of the On Site Store(s), including, but not limited to, vehicle
gas and maintenance costs, salary and benefits payable to NAPA
employees at the On Site Store(s), worker's compensation benefits and
insurance, unemployment insurance, personal property insurance for the
On Site Store(s) and Inventory, any deductible for losses covered under
the personal property, automobile liability, or general liability insurance
policies of NAPA, all equipment supplied by NAPA, Corporate Allocation
Expenses (as defined below), inventory investment expense, obsolescence
expense, pension funding costs, accounting fees, general office expenses,
and shared service expenses. An example of a profit and loss statement
reflecting such costs and expenses is attached hereto as Exhibit B.
CUSTOMER acknowledges and agrees that the costs and expenses
reflected on the profit and loss statement set forth on Exhibit B are subject
to change based on actual monthly costs, expenses or Corporate
Allocation Expenses incurred relative to the operation of the On Site
Store(s). To achieve economies of scale, NAPA utilizes certain
headquarter and corporate personnel to assist in the performance of this
Agreement. As a result, each On Site Store location is charged certain
corporate allocation expenses for various line items shown on Exhibit B
("Corporate Allocation Expenses")which are calculated as a percentage of
total Product sales for each month. As such, there is not a supportive
invoice for such expenses other than a monthly allocation rate statement.
These Corporate Allocation Expenses allow NAPA to have fewer
employees performing routine general administrative tasks such as paper
work and filing at the On Site Store(s), allowing NAPA counter personnel
to focus more attention on serving the On-Site Store operations, and
maximizing on-site cost efficiency.
PRICING PLAN SUMMARY
NAPA Product Price Billed to CUSTOMER at a 10%gross profit rate
(The formula for NAPA Product Price for CUSTOMER is
the Current NAPA Jobber Acquisition Cost divided by
.90) This formula will achieve the gross profit rate set
forth above. Example: Current NAPA Jobber Acquisition
Cost is $1.00. CUSTOMER's price would be
$1.00/.90=$1.11
Non-NAPA Product Price Billed to CUSTOMER at a 10%gross profit rate
(The formula for Non-NAPA Product Price for
CUSTOMER is NAPA's current product acquisition cost
divided by .90) This formula will achieve the gross profit
rate set forth above. Example: current product acquisition
Sourcewell Contract
cost is $1.00. CUSTOMER's price would be
$1.00/.90=$1.11
Operational Expenses Billed to CUSTOMER in accordance with Section 7(b)
above.
Net Profit Target 10% net profit for the NAPA On Site Store(s) after
Products and Operational Expenses are billed to
CUSTOMER.
Both NAPA Product and Non-NAPA Product shall be set by NAPA to yield a gross
profit of ten percent (10%). Operational Expenses will be charged to CUSTOMER in
accordance with Section 7(b) above, with all such charges for Operational Expenses to be
included in CUSTOMER's monthly billing statement. CUSTOMER will be billed at the
end of each month for Operational Expenses on an"in arrears"basis.
CUSTOMER and NAPA mutually agree that CUSTOMER'S maximum annual
payment obligation for all Products and Operational Expenses billed to CUSTOMER
pursuant to this Section 7 shall be set at $ per annum; and CUSTOMER has
encumbered such amount to cover this potential liability. The parties agree to mutually
work together to adjust the amount if such amount must be increased during the term of
the contract. CUSTOMER INITIALS
In addition, NAPA may use any sub-contractor for the procurement of "outside"
services (i.e., those services not traditionally performed by NAPA), and CUSTOMER
will be billed an additional charge for any such purchases so as to yield NAPA a ten
percent (10%) gross profit on such purchases. CUSTOMER must provide pre-approval
in writing of such outside service purchases. CUSTOMER is solely responsible for
improper or inappropriate instructions by CUSTOMER's employees to NAPA regarding
NAPA's purchases of nontraditional parts or services, unless CUSTOMER provided
prior written notice to NAPA of parts or services that may not be procured by NAPA in
relation to this Agreement.
PRICING OPTION #2b (HIGHER GROSS PROFIT ON PRODUCTS / NO
MONTHLY OPERATING EXPENSES)
CUSTOMER INITIALS:
The overall objective of CUSTOMER's pricing plan is for NAPA to provide Products in
accordance with the agreed upon Pricing Plan Summary set forth below. By billing
CUSTOMER for the Products, NAPA's On Site Store(s) will achieve its target ten
percent (10%) net profit for the Agreement (the "Net Profit Target"). CUSTOMER's
pricing plan is comprised of the following elements:
Sourcewell Contract
(a) Product Price. The pricing of the Products to be supplied to CUSTOMER
by NAPA pursuant to this Agreement shall be divided into: 1) "NAPA
Product Price," which is the pricing of NAPA branded or NAPA
cataloged supplier manufactured products; and 2) "Non NAPA Product
Price," which is the pricing of products which have not been
manufactured by NAPA suppliers or do not exist in NAPA's proprietary
catalog system but which have been acquired for CUSTOMER by NAPA
pursuant to this Agreement. The pricing of NAPA Product and Non-
NAPA Product shall be billed in accordance with the Pricing Plan
Summary defined below.
(b) Operational Expenses. Any and all costs and expenses associated with
the operation of the On Site Store(s), including, but not limited to, vehicle
gas and maintenance costs, salary and benefits payable to NAPA
employees at the On Site Store(s), worker's compensation benefits and
insurance, unemployment insurance, personal property insurance for the
On Site Store(s) and Inventory, any deductible for losses covered under
the personal property, automobile liability, or general liability insurance
policies of NAPA, all equipment supplied by NAPA, Corporate Allocation
Expenses (as defined below), inventory investment expense, obsolescence
expense, pension funding costs, accounting fees, general office expenses,
and shared service expenses. An example of a profit and loss statement
reflecting such costs and expenses is attached hereto as Exhibit B.
CUSTOMER acknowledges and agrees that the costs and expenses
reflected on the profit and loss statement set forth on Exhibit B are subject
to change based on actual monthly costs, expenses or Corporate
Allocation Expenses incurred relative to the operation of the On Site
Store(s). To achieve economies of scale, NAPA utilizes certain
headquarter and corporate personnel to assist in the performance of this
Agreement. As a result, each On Site Store location is charged certain
corporate allocation expenses for various line items shown on Exhibit B
("Corporate Allocation Expenses")which are calculated as a percentage of
total Product sales for each month. As such, there is not a supportive
invoice for such expenses other than a monthly allocation rate statement.
These Corporate Allocation Expenses allow NAPA to have fewer
employees performing routine general administrative tasks such as paper
work and filing at the On Site Store(s), allowing NAPA counter personnel
to focus more attention on serving the On-Site Store operations, and
maximizing on-site cost efficiency.
PRICING PLAN SUMMARY
NAPA Product Price Billed to CUSTOMER on a"9074 NAPA Pricing Profile"
Non-NAPA Product Price Billed to CUSTOMER at a 25%gross profit rate
(The formula for Non-NAPA Product Price for
Sourcewell Contract
CUSTOMER is NAPA's current product acquisition cost
divided by .75) This formula will achieve the gross profit
rate set forth above. Example: current product acquisition
cost is $1.00. CUSTOMER's price would be
$1.00/.75=$1.33
Operational Expenses Paid entirely by NAPA
Net Profit Target Amounts will be refunded or charged based on the failure or
achievement of an overall 10% net profit for the previous
month.
NAPA Product shall be billed to CUSTOMER based on a "9074 NAPA Pricing
Profile" which has been provided to CUSTOMER in connection with this Agreement.
Non-NAPA Product shall be billed by NAPA to yield a gross profit of twenty-five
percent(25%). All Operational Expenses shall be borne by NAPA.
Sales at each On Site Store location will be reviewed after the first ninety (90)
days of operation and on a month by month basis thereafter to ensure a ten percent
(10%) net profit for NAPA. If monthly sales at each On Site Store, independently as
opposed to in the aggregate, are producing more than a ten percent (10%) net profit for
NAPA,NAPA will pay to CUSTOMER, via a refund check, the overage. Conversely, if
NAPA's net profit for the preceding month is less than ten percent (10%), NAPA will
bill CUSTOMER for the deficiency.
CUSTOMER and NAPA mutually agree that CUSTOMER'S maximum annual
payment obligation for Products billed to CUSTOMER pursuant to this Section 7 shall
be set at $ per annum; and CUSTOMER has encumbered such amount to
cover this potential liability. The parties agree to mutually work together to adjust the
amount if such amount must be increased during the term of the contract.
CUSTOMER INITIALS
In addition, NAPA may use any sub-contractor for the procurement of"outside"
services (i.e., those services not traditionally performed by NAPA), and CUSTOMER
will be billed an additional charge for any such purchases so as to yield NAPA a twenty-
five percent (25%) gross profit on such purchases. CUSTOMER must provide pre-
approval in writing for such outside service purchases. CUSTOMER is solely responsible
for improper or inappropriate instructions by CUSTOMER's employees to NAPA
regarding NAPA's purchases of nontraditional parts or services, unless CUSTOMER
provided prior written notice to NAPA of parts or services that may not be procured by
NAPA in relation to this Agreement.
8. INSURANCE.
(a) CUSTOMER shall maintain during the term of this Agreement workers'
compensation insurance for its employees and general liability insurance covering its
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property. NAPA acknowledges that CUSTOMER may elect to self-insure such
obligations.
(b) NAPA shall maintain during the term of this Agreement workers'
compensation insurance coverage for its employees located at the On Site Store(s) in
amounts required by law. In addition, NAPA shall maintain personal property insurance
during the term of this Agreement in an amount sufficient to cover any loss or damage to
the Inventory and any other personal property owned by NAPA that is located at the On
Site Store(s).
9. NO LIENS. CUSTOMER 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 NAPA located in
the On Site Store(s).
10. PERSONNEL. NAPA and CUSTOMER shall attempt in good faith to
mutually agree upon the identity of the persons that will be selected to staff the On Site
Store(s). In the event that CUSTOMER for any reason wishes to remove or replace any
of the NAPA personnel in the On Site Store(s),the parties will attempt to resolve
CUSTOMER's request by mutual agreement.
11. WARRANTY/LIABILITY DISCLAIMER. All Products supplied
pursuant to this Agreement are subject to the terms of written warranties provided by the
manufacturer of each Product, and NAPA shall use reasonable commercial efforts to
assist the CUSTOMER in processing all warranty claims that the CUSTOMER may have
against a manufacturer. The manufacturer's warranty will be the sole and exclusive
remedy of the CUSTOMER in connection with any claims concerning the Products
supplied to CUSTOMER 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
CUSTOMER upon request.
For suppliers (or categories of suppliers) of Non-NAPA Products that CUSTOMER
instructs NAPA to utilize or consider for future purchases, NAPA is under no obligation
to (and NAPA disclaims all liability in connection with) investigate product quality,
management, ownership, reputation, certifications, qualifications, price competitiveness,
or any other related characteristics of the products, individuals or entities at issue.
12. TERMINATION.
(a) Termination for Cause. This Agreement may be terminated immediately,
unless otherwise stated in this Section 12(a),by either party for cause:
(i) In the event that the other party fails or refuses to pay any amounts
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due under this Agreement and such failure continues for ten(10) days;
(ii) 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; or
(iii) In the event that the other party files any bankruptcy petition, has
any bankruptcy petition filed against it, makes any assignment of its assets
for the benefit of creditors, or admits in writing its inability to pay its debts
as they become due.
(b) Termination for Convenience. Upon thirty (30) calendar days written
notice to NAPA, CUSTOMER may, without cause and without prejudice to any other
right or remedy, terminate this Agreement for CUSTOMER's convenience. Where the
Agreement is terminated for the convenience of CUSTOMER, the notice of termination
to NAPA, must state that the Agreement is being terminated for the convenience of
CUSTOMER under this termination clause and the effective date of the
termination. Likewise, upon sixty (60) calendar days written notice to CUSTOMER,
NAPA may, without cause and without prejudice to any other right or remedy, terminate
this Agreement for NAPA's convenience. Where the Agreement is terminated for the
convenience of NAPA, the notice of termination to CUSTOMER, must state that the
Agreement is being terminated for the convenience of NAPA under this termination
clause and the effective date of the termination. NAPA shall be paid for the services up to
and including the effective date of the termination. This shall mean payment for all
completed tasks and payment for uncompleted tasks based upon a percentage of
completion of such uncompleted tasks. NAPA shall not be paid on account of loss of
anticipated profits or revenue or other economic loss arising out of or resulting from such
termination.
13. EFFECT OF TERMINATION. Immediately upon termination,
expiration,or non-renewal of this Agreement 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 NAPA at the
time of termination, expiration, or non-renewal.
(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. CUSTOMER shall allow NAPA full and unrestricted
access to enter into the On Site Store(s) and immediately remove all equipment and other
items of personal property owned by NAPA 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 NAPA under this Agreement will be returned to
CUSTOMER.
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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
9, 11, 13, 14, 15, 16, and 22 shall survive the termination, expiration, or non-renewal of
this Agreement for any reason.
14. BUY-BACK OF INVENTORY. Upon termination, expiration, or non-
renewal of this Agreement, NAPA shall have the option to require CUSTOMER to
purchase all non-NAPA Inventory owned by NAPA and located in each On Site Store at
NAPA's On Site Store's current product acquisition cost, and CUSTOMER shall have
the option to purchase all NAPA Inventory, owned by NAPA and located in each On Site
Store at the Current NAPA Jobber Acquisition Cost. Upon CUSTOMER's request,
NAPA shall provide CUSTOMER with a listing of all NAPA and non-NAPA Inventory
owned by NAPA and located in the On Site Store(s).
CUSTOMER INITIALS:
15. INDEMNIFICATION. NAPA shall be responsible for and shall
indemnify and hold CUSTOMER harmless from and against all damages, claims or
demands that may, during the term of this Agreement, arise or be occasioned by the
negligent or intentional acts of NAPA or NAPA's employees.
16. NOTICES. Whenever any notice, demand or request is required or
permitted hereunder, such notice, demand or request shall be hand-delivered in person or
sent by overnight mail through a reputable service, or by certified mail, return receipt
requested,to the addresses set forth below:
As to NAPA: 2999 Wildwood Parkway
Atlanta, GA 30339
Attn: General Counsel
As to CUSTOMER: Legal (Breach)
4th Floor City Hall
100 E Ocean Ave.
Boynton Beach, FL 33435
Finance(Notifications)
4th Floor City Hall
100 E Ocean Ave.
Boynton Beach, FL 33435
Invoices(Public Works)
222 NE 9th Ave.
Boynton Beach, FL 33435
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Each such notice shall be deemed delivered (i) on the date of receipt if delivered by hand
or overnight courier service or (ii) on the date three (3) business days after depositing
with the United States Postal Service if mailed by registered or certified mail. Either
party may change its address specified for this notice by giving the other party at least ten
(10)days written notice in accordance with this Section 16.
17. 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, pandemics, 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; provided that the foregoing in this Section 17 shall
not apply to obligations relating to the payment of money.
(b) NAPA may terminate this Agreement immediately in the event that the
CUSTOMER's premises are damaged by any casualty, or such portion of the premises is
condemned by any legally constituted authority, such as will make the CUSTOMER's
premises unusable for the On Site Store(s) in the reasonable judgment of NAPA.
18. SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall
be binding upon and shall inure to the benefit of the parties hereto and their respective
officers, directors, employees, successors and assigns. Notwithstanding the foregoing,
the rights and obligations of either party to this Agreement may not be assigned without
the prior written consent of the other party hereto, which consent shall not be
unreasonably withheld.
19. AMENDMENTS. No amendment to this Agreement shall be binding on
either party hereto unless such amendment is in writing and executed by both parties with
the same formality as this Agreement is executed.
20. NO WAIVER OF RIGHTS. No failure of either party hereto to exercise
any power given such party hereunder or to insist upon strict compliance by the other
party to its obligations hereunder, and no custom or practice of the parties in variance
with the terms hereof, shall constitute a waiver of either party's right to demand exact
compliance with the terms hereof. Notwithstanding the same,only waivers made in writing
shall be valid and enforceable.
21. LIMITATIONS ON RIGHTS OF THIRD PARTIES. All obligations
of a party under this Agreement are imposed solely and exclusively for the benefit of the
parties, and no other person shall, under any circumstances, be deemed to be a
beneficiary of such obligations.
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22. LIMITATION OF LIABILITY. WHILE NOT APPLICABLE TO
BREACHES OF CONFIDENTIALITY PROVISIONS, THE PARTIES HEREBY
DISCLAIM ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY,
PUNITIVE, OR SPECIAL DAMAGES IN ANY WAY RELATED TO THIS
AGREEMENT, THEIR OTHER BUSINESS RELATIONSHIPS, OR THE
TRANSACTIONS CONTEMPLATED HEREIN.
23. INDEPENDENT CONTRACTOR. The parties hereto are independent
contractors. Nothing in this Agreement shall create or shall be deemed to create any
fiduciary relationship or the relationship of principal and agent, partnership, joint
venturers or any other similar or representative relationship between the parties hereto.
24. CHOICE OF LAW. This Agreement shall be construed and interpreted
under the laws of the State of Florida.
25. COUNTERPARTS. This Agreement may be executed in one or more
counterparts and each counterpart shall, for all purposes, be deemed an original, but all
such counterparts shall together constitute but one and the same instrument.
26. SECTION HEADINGS. Section titles or captions contained herein are
inserted only as a matter of convenience for reference and in no way define, limit, extend,
or describe the scope hereof or the intent of any provision hereof.
27. SEVERABILITY. In the event any part of this Agreement shall be
finally determined by a court of law to be illegal or unenforceable for any reason, then
that illegal or unenforceable part shall be severed from the Agreement, and the remaining
terms shall continue in full force and effect.
28. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement of the parties hereto and no prior representation, inducement, promise or
agreement, oral or written, between the parties not embodied herein shall be of any force
and effect.
29. AMENDMENT TO INTEGRATED SUPPLY AGREEMENT.
Simultaneous with the execution of this Agreement, NAPA and CUSTOMER shall
execute that certain Amendment to Integrated Supply Agreement dated as of even date
herewith, attached hereto as Exhibit D.
30. REOUIRED TERMS AND CONDITIONS PER FLORIDA
STATUTE. NAPA shall comply with those certain required terms and conditions per
Florida Statute which are set forth on Exhibit E attached hereto.
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IN WITNESS WHEREOF, the parties hereto cause their hands and seals to be
affixed by their duly-authorized representatives effective as of the date and year first
above written.
GENUINE PARTS COMPANY
By:
Name:
Title:
CITY OF BOYNTON BEACH, FLORIDA
By:
Name T ( e--\ Du1 r
Title: -� 1 ► ancv
SOURCEWELL CONTRACT
EXHIBIT A
ASSIGNMENT
See attached.
SOURCEWELL CONTRACT
ASSIGNMENT
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency
of which are hereby acknowledged, GENUINE PARTS COMPANY, a Georgia
corporation (hereinafter "Assignor"), hereby assigns, transfers, sets over and delivers to
[JOBBER], a (hereinafter "Assignee"), all of Assignor's rights, obligations and
interest, including any options to renew or extend the contract term, in those certain
location(s) as set forth below, as governed by the Integrated Supply Agreement dated
by and between Genuine Parts Company and [CUSTOMER] (the
"Integrated Supply Agreement").
Location(s):
Assignee hereby accepts the assignment of the Integrated Supply Agreement,
agrees to provide the services and perform all other obligations required to be performed
by"NAPA" in said Integrated Supply Agreement at the times and in the manner set forth
in said Integrated Supply Agreement, and shall be bound by all other terms, covenants
and conditions of said Integrated Supply Agreement with regard to the location(s) set
forth above, all with the same force and effect as if Assignee were originally named as
"NAPA"therein.
[CUSTOMER] hereby consents to the above assignment of the Integrated Supply
Agreement on the terms set forth herein and hereby agrees to release and discharge
Assignor from any further obligation or liability under the Integrated Supply Agreement
and to look solely to Assignee as the responsible party under the Integrated Supply
Agreement for all liabilities or obligations arising from and after the effective date of this
assignment.
The parties hereto agree that the assignment as set forth herein shall be effective
as of 12:01 a.m. on
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IN WITNESS WHEREOF, the undersigned have set their hands this day
of , 20 .
ASSIGNOR: ASSIGNEE:
GENUINE PARTS COMPANY [JOBBER]
By: By:
Name: Name:
Its: Its:
Agreed and acknowledged:
[CUSTOMER]
By:
Name:
Its:
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EXHIBIT B
SAMPLE PROFIT AND LOSS STATEMENT
See attached.
SOURCEWELL CONTRACT
EXHIBIT C
SOURCEWELL CONTRACT
A copy of the Sourcewell contract may be found at: https://www.sourcewell-
mn.gov/cooperative-purchasing/110520-gpc.
SOURCEWELL CONTRACT
EXHIBIT D
AMENDMENT TO INTEGRATED SUPPLY AGREEMENT
See attached.
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EXHIBIT E
REQUIRED TERMS AND CONDITIONS PER FLORIDA STATUTE
See attached.
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AMENDMENT TO INTEGRATED SUPPLY AGREEMENT
BETWEEN
GENUINE PARTS COMPANY
AND
CITY OF BOYNTON BEACH,FLORIDA
THIS AMENDMENT TO INTEGRATED SUPPLY AGREEMENT (this
"Amendment") is entered into this 1st day of February, 2023 (the "Amendment Effective
Date"), by and between GENUINE PARTS COMPANY, a Georgia corporation (d/b/a
NAPA Auto Parts) ("NAPA"), and the CITY OF BOYNTON BEACH, FLORIDA
("CUSTOMER").
WHEREAS,NAPA and CUSTOMER are parties to that certain Integrated Supply
Agreement dated as of February 1, 2023 (the"Agreement"); and
WHEREAS, NAPA and CUSTOMER desire to amend the Agreement according
to the terms set forth below.
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, NAPA and CUSTOMER hereby agree to amend the
Agreement as follows:
1. All capitalized terms not otherwise defined herein shall have the meaning set forth in
the Agreement.
2. Section 7 of the Agreement is hereby deleted in its entirety and replaced with the
following:
7. PAYMENT TERMS/PRICING. NAPA shall invoice the CUSTOMER
for all Inventory purchased pursuant to this Agreement on a monthly basis
according to the pricing plan below. CUSTOMER shall remit payment to NAPA
for all invoices in accordance with the Florida Prompt Payment Act, s. 218.70, et
seq., F.S. If CUSTOMER has not paid the entire amount of all statements
received from NAPA within 10 days of the due date, CUSTOMER shall be put on
COD until such amount is paid in full. No prompt pay discount is available under
this Agreement.
The overall objective of CUSTOMER's pricing plan is for: (i) NAPA to provide
Products in accordance with the Pricing Plan Summary set forth below, (ii)
NAPA to provide Outside Services in accordance with the Pricing Plan Summary
set forth below, (iii) reimbursement by CUSTOMER of each On Site Store's
operating expenses, and (iv) payment by CUSTOMER of the Management Fees
(as defined below). By billing CUSTOMER for these four categories, NAPA's
On Site Store(s) will achieve its target 9.1% net profit for the Agreement (the
"Net Profit Target"). These categories are defined as follows:
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(a) Product Price. The pricing of the Products to be supplied to CUSTOMER
by NAPA pursuant to this Agreement shall be divided into: 1) "NAPA
Product Price," which is the pricing of NAPA branded or NAPA
cataloged supplier manufactured products; 2) "Non-NAPA Product
Price," which is the pricing of products which have not been
manufactured by NAPA suppliers or do not exist in NAPA's proprietary
catalog system but which have been acquired for CUSTOMER by NAPA
pursuant to this Agreement; 3) "Tire Price", which is the pricing of tires
("Tires") supplied to CUSTOMER under this Agreement; and 4) "Bulk
Fluid Price," which is the pricing of a liquid product (i.e. oil, antifreeze,
hydraulic fluid, etc.) stored in tanks or containers having an individual fill
capacity of 50 gallons or more ("Bulk Fluid"). The pricing of NAPA
Product, Non-NAPA Product, Tires, and Bulk Fluid shall be billed in
accordance with the Pricing Plan Summary defined below.
(b) Outside Services Price. Outside Services are those services not
traditionally performed by NAPA. The pricing of Outside Services shall
be billed in accordance with the Pricing Plan Summary defined below.
(c) Operational Expense& Any and all costs and expenses associated with
the operation of the On Site Store(s), including, but not limited to, vehicle
gas and maintenance costs, salary and benefits payable to NAPA
employees at the On Site Store(s), worker's compensation benefits and
insurance, unemployment insurance, personal property insurance for the
On Site Store(s) and Inventory, any deductible for losses covered under
the personal property, automobile liability, or general liability insurance
policies of NAPA, all equipment supplied by NAPA, Corporate Allocation
Expenses (as defined below), inventory investment expense, obsolescence
expense, pension funding costs, accounting fees, general office expenses,
and shared service expenses. An example of a profit and loss statement
reflecting such costs and expenses is attached hereto as Exhibit B.
CUSTOMER acknowledges and agrees that the costs and expenses
reflected on the profit and loss statement set forth on Exhibit B are subject
to change based on actual monthly costs, expenses or Corporate
Allocation Expenses incurred relative to the operation of the On Site
Store(s). To achieve economies of scale, NAPA utilizes certain
headquarter and corporate personnel to assist in the performance of this
Agreement. As a result, each On Site Store location is charged certain
corporate allocation expenses for various line items shown on Exhibit B
("Corporate Allocation Expenses")which are calculated as a percentage of
total Product sales for each month. As such, there is not a supportive
invoice for such expenses other than a monthly allocation rate statement.
These Corporate Allocation Expenses allow NAPA to have fewer
employees performing routine general administrative tasks such as paper
work and filing at the On Site Store(s), allowing NAPA counter personnel
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to focus more attention on serving the On-Site Store operations, and
maximizing on-site cost efficiency.
(d) Management Fees. CUSTOMER shall be billed the Management Fees (as
defined below) on a monthly basis in accordance with the terms below.
PRICING PLAN SUMMARY
NAPA Product Price Billed to CUSTOMER at the Current NAPA Jobber
Acquisition Cost
Non-NAPA Product Billed to CUSTOMER at NAPA's current product
Price acquisition cost
Outside Services Price Billed to CUSTOMER at NAPA's cost
Tire Price Tires that are NAPA branded or exist in NAPA's
proprietary catalog system will be billed to
CUSTOMER at the Current NAPA Jobber Acquisition
Cost. Tires that are non-NAPA branded or do not exist
in NAPA's proprietary catalog system will be billed to
CUSTOMER at NAPA's current product acquisition
cost.
Bulk Fluid Price Bulk Fluid that is NAPA branded or exists in NAPA's
proprietary catalog system will be billed to
CUSTOMER at the Current NAPA Jobber Acquisition
Cost. Bulk Fluid that is non-NAPA branded or does not
exist in NAPA's proprietary catalog system will be
billed to CUSTOMER at NAPA's current product
acquisition cost.
Operational Expenses Billed to CUSTOMER in accordance with Section 7(c)
above.
Management Fees Billed to CUSTOMER in accordance with the terms
below
Net Profit Target 9.1% net profit for the NAPA On Site Store(s) after
Products, Outside Services, Operational Expenses, and
Management Fees are billed to CUSTOMER.
The pricing of NAPA Product, Non-NAPA Product, Tires, Bulk Fluids and Outside
Services shall be billed in accordance with the Pricing Plan Summary defined above.
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Operational Expenses will be charged to CUSTOMER in accordance with Section
7(c) above, with all such charges for Operational Expenses to be included in
CUSTOMER's monthly billing statement. CUSTOMER will be billed at the end of
each month for Operational Expenses on an"in arrears"basis.
Additionally, CUSTOMER shall pay to NAPA on a monthly basis the following
management fees (collectively, the"Management Fees"):
i) NAPA Product, Non-NAPA Product, and Outside Services with an acquisition
cost less than $2,500 per unit: CUSTOMER shall pay to NAPA on a monthly
basis a management fee equal to ten percent (10%) of the total dollar amount of
all NAPA Products, Non-NAPA Products, and Outside Services with an
acquisition cost less than $2,500 per unit sold to the CUSTOMER during the
preceding month at the prices set forth in the pricing plan summary above less
purchase returns.
ii)NAPA Product, Non NAPA Product, and Outside Services with an acquisition
cost equal to or greater than $2,500 but less than $5,000 per unit: CUSTOMER
shall pay to NAPA on a monthly basis a management fee equal to seven percent
(7%) of the total dollar amount of all NAPA Products, Non-NAPA Products, and
Outside Services with an acquisition cost equal to or greater than $2,500 but less
than $5,000 per unit sold to the CUSTOMER during the preceding month at the
prices set forth in the pricing plan summary above less purchase returns.
iii) NAPA Product, Non-NAPA Product, and Outside Services with an acquisition
cost equal to or greater than $5,000 per unit: CUSTOMER shall pay to NAPA on
a monthly basis a management fee equal to five percent (5%) of the total dollar
amount of all NAPA Products, Non-NAPA Products, and Outside Services with
an acquisition cost equal to or greater than $5,000 per unit sold to the
CUSTOMER during the preceding month at the prices set forth in the pricing plan
summary above less purchase returns.
iv) Tires: CUSTOMER shall pay to NAPA a management fee equal to five
percent (5%) of the total dollar amount of all Tires sold to the CUSTOMER
during the preceding month at the Tire Price (as set forth in the pricing plan
summary above)less purchase returns.
v) Bulk Fluid: CUSTOMER shall pay to NAPA a management fee equal to five
percent (5%) of the total dollar amount of all Bulk Fluid sold to the CUSTOMER
during the preceding month at the Bulk Fluid Price(as set forth in the pricing plan
summary above)less purchase returns.
By way of example and in an effort to provide clarity to the above management
fee structure, if three batteries (batteries x, y, and z) were sold to CUSTOMER
under a single order and battery x had an acquisition cost of$1,500,battery y had
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an acquisition cost of $3,000 and battery z had an acquisition cost of $5,500,
battery x would be assessed the 10% management fee, battery y would be
assessed the 7% management fee and battery z would be assessed the 5%
management fee.
For the avoidance of any doubt, acquisition cost as used in this Management Fees
paragraph means Current NAPA Jobber Acquisition Cost for NAPA Products,
NAPA's current product acquisition cost for Non-NAPA Products and NAPA's
cost for Outside Services.
3. Except as amended herein, all other terms and conditions of the
Agreement shall remain unaltered and the Agreement remains in effect, enforceable
against each of the parties and is hereby ratified and acknowledged by each of the
parties.
4. This Amendment and all of the transactions contemplated herein shall
be governed by and construed in accordance with the laws of the State of Florida,
without regard to conflict of law rules.
5. This Amendment may be executed in one or more counterparts and each
counterpart shall, for all purposes, be deemed an original,but all such counterparts shall
together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
made and executed by their duly-authorized representatives effective as of the
Amendment Effective Date.
GENUINE PARTS COMPANY
By: •
Name:
Title:
CITY OF BOYNTON BEACH, FLORIDA
By:
Name -) , a s
Title:
I
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