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HomeMy WebLinkAbout2008/06/10 Item 3 CITY COUNCIL AGENDA STATEMENT ~Wf:. CilYOf ~CHULA VISTA ITEM TITLE: SUBMITTED BY: REVIEWED BY: June, 10, 2008, Iteml RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AUTHORIZING A PlJRCHASE AGREEMENT WITH GENUINE PARTS COMPANY TO PROVIDE AUTOMOTIVE AND EQUIPMENT REPAIR PARTS AND SUPPLIES IN ACCORDANCE WITH TERMS AND CONDITIONS OF A CONTRACT BETWEEN GENUINE PARTS COMPANY AND THE CITY OF INDIO FOR A FIVE (5) YEAR PERIOD BEGINNING JULY 1,2008 THROUGH JUNE 30, 2013, WITH FIVE (5) ONE YEAR OPTIONS TO EXTEND BY MUTUAL CONSENT THROUGH JUNE 30, 2018 DIRECTOR OF PUBLIC WORKS 1M- .for CITY MANAGER ~L ASSISTANT CITY MANAGER . 4/5 HS VOTE: YES 0 NO X SUMMARY The Fiscal Year 2008/2009 Fleet Management Budget provides for the purchase of parts and supplies necessary for the maintenance and repair of City vehicles. Chula Vista Municipal Code section 2.56.140 and Council Resolution No. 6132 authorize the Purchasing Agent to participate in cooperative bids with other government agencies for the purchase of materials of common usage. Adoption of the resolution authorizes the City's participation in a purchase agreement with Genuine Parts Company. ENVIRONMENTAL REVIEW The Environmental Review Coordinator has reviewed the proposed project for compliance with the California Environmental Quality Act (CEQA) and has determined that the project qualifies for a Class 1 categorical exemption pursuant to section 15301 of the State CEQA Guidelines. Thus, no further environmental review is necessary. RECOMMENDATION Council adopt the resolution. BOARDS/COMMISSION RECOMMENDATION Not applicable. 3-1 ,...., Jill1e 10, 2008, Item J Page 2 of2 DISCUSSION As part of the budget reduction effort for Fiscal Year 2008/2009, the Fleet Management Division reduced its budget for automotive parts and supplies by $20,000. Staff has determined that it can reduce its annual expenditures for automotive repair parts and supplies by contracting with Genuine Parts Company, aka NAP A, for all its needs in that area. Genuine Parts Company will provide all necessary parts and supplies to maintain the City vehicle fleet at a reduced cost to the City, and will provide at least one full-time Parts Manager to manage the inventory on-site in the Central Garage. At the beginning of the contract, Genuine Parts Company will purchase the existing automotive parts inventory from the City, which will represent a one-time revenue to the City of approximately $90,000. The City will be able to realize lower parts and supplies purchase costs than in the past in exchange for exclusivity with Genuine Parts Company. Furthermore, the placement of a full-time staff person on site in the Central Garage by Genuine Parts Company will eliminate a long-standing staffing need to add a Parts Clerk for the Fleet Management Division. Genuine Parts Company has similar contract arrangements with many municipalities across the country, including with San Diego County and the City of Indio. After reviewing those two contracts, staff believes the terms and conditions of the contract with the City of Indio are more beneficial for the City of Chula Vista. Adoption of the resolution will authorize the Fleet Manacrement Division to enter into a contract under similar terms and conditions as contained in b the contract between Genuine Parts Company and the City of Indio. It is anticipated that approximately $450,000 annually will be spent for these materials and services. DECISION MAKER CONFLICT Staff has reviewed the property holdings of the City Council and has found no property holdings within 500 feet of the boundaries of the property which is the subject of this action. FISCAL IMPACT Adequate funds are available in the Fleet Management Budget. This will have a positive impact on the General Fund by reducing the cost of materials used in the maintenance of City vehicles. ATTACHMENT A. Contract between the City of Indio and Genuine Parts Company. Prepared by: Steve Dorsey, Equipment Maintenance Manager, Fleet Management, Public Works 3-2 ATTACHMENT A ON-SITE STORE AGREEMENT THIS AGREEMENT is made and entered into this _ day of January, 2008 ("Effective Date"), by and between the CITY OF INDIO ("City"), a municipal corporation, 100 Civic Center Mall, Indio, California 92201; and GENUINE PARTS COMPANY, a Georgia Corporation ("Contractor"), with its principal place of business at 2999 Circle 75 Parkway, Atlanta, Georgia 30339. City and Contractor are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties". RECITALS WHEREAS, Contractor desires to establish inventory in a City location to service the fleet parts needs of City and to serve as the primary supplier of automotive replacement parts and other goods as required by the City (the "Inventory"); and WHEREAS, City desires to provide space for the Inventory on the premises of the City for use by Contractor ("On-Site Store") and agrees that Contractor 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: ARTICLE 1 - DUTIES AND RESPONSIBILITIES OF CONTRACTOR Contractor's duties include, but are not limited to, the following duties and responsibilities: 1. Contractor will establish and operate the On-Site Store at 83-101 Avenue 45, Indio, California 92201, (Corporate Yard) and provide the Inventory as agreed upon by Contractor and City. Contractor shall provide all personnel management, parts and supplies. 2. 556527.2 3-3 3. Contractor shall supply all parts and shop supplies necessary to maintain, repair and operate a fleet of vehicles and equipment including a full line of heavy duty equipment parts, Original Equipment Manufacturer (OEM) parts, small engine parts, agricultural parts, hydraulic hoses, fasteners, chemicals, tools and equipment. 4. Contractor shall accept industry standard cores for rebuilding where the parts are acceptable as core exchanges including water pumps, alternators, etc. 5. Contractor shall have access to and control over sufficient Inventory, either by Contractor's on-site or off-site stock in its own warehouse, which must be within a 30 minute driving distance from the On-Site Store. 6. Contractor shall furnish at least eighty-five (85%) percent of the City's parts requirements on demand and at least ninety-five (95%) percent of City's parts requirements by start of next business day. 7. Contractor shall inventory City's present parts stock and supplies, and shall purchase from City a mutually agreed upon amount of stocked parts and supplies, so long as such parts and supplies are undamaged, in saleable condition, and non-obsolete. Contractor shall resell these items to City on consignment. City's purchase price to be consistent with the purchase plan listed in Article 3. 8. Contractor shall provide stock and non-stock original equipment parts, supplies and equipment, or aftermarket items in equal or higher quality. Contractor shall provide a minimum Grade 8 for all fasteners. All hydraulic equipment, components and parts must meet OEM and the Society of Automotive Engineers (SAE) specifications. 9. Contractor shall not issue parts or supplies to City personnel without a proper work order requisition. Contractor shall provide a receipt containing specific information with items delivered to City employees for each work order requisition. Said receipt shall contain specific tracking information, i.e., equipment number, reference number, receiving employee name, parts quantities, part number and alpha description, price detail and any other data deemed necessary for effective tracking and accounting. 10. Contractor shall maintain warranty records of items sold to city and issued any credits including labor and parts, due to City that are covered under these warranties. 11. Contractor shall provide City with full manufacturer's warranties and Guarantees of Merchantability. Contractor shall pass through to the City the benefit of all manufacturer's warranties that Contractor receives. 556527.2 3-4 12. Contractor shall use current state of the art computer hardware and software to control and report on its operations. Contractor shall work in good faith to interface its computer system with City's computer tracking system. The payment of any out of pocket costs of such interface shall be mutually agreed upon by Contractor and City prior to commencing the interface. 13. Contractor shall use a bar coding system to identify by manufacturer part number and track all parts. Said bar coding system will be readable by the computer system used by Contractor and Contractor shall work in good faith to integrate the bar coding system with the City system's inventory control plan. The payment of any out of pocket costs of such integration shall be mutually agreed upon by Contractor and City prior to commencing the integration. 14. Contractor shall enter auto parts supply date into City's Fleet Management software system. Contractor shall provide sufficiently trained, knowledgeable and service oriented personnel to efficiently and effectively operate the total parts function as detailed. 15. Contractor shall be responsible for hiring, staffing, promoting, transferring and dismissing any person employed in the performance of this Agreement. Said employed persons shall be Contractor's employees. Contractor shall be responsible for all wages, taxes, fringe benefits, work schedules and training of these employees. 16. Contractor is responsible for any changes to the physical layout or capital improvements of the parts room. Upon termination of this Agreement, Contractor shall repair and restore the Service Center to such condition as existed prior to installation of the Inventory and to repair and to restore any damage caused by the repossession; 17. Contractor shall provide specialized equipment required to successfully operate the parts room, such as, printers, office machines, file cabinets, and other equipment as needed. 18. Contractor shall, during the life of this Agreement, provide an eight (8) hour, on site, automotive mechanical training course to City staff. Said training course shall take place once per month and have ASE or equal certification. Some programs may involve a cost, and such an outside cost for training shall be passed through to City. Contractor shall obtain the City's permission prior to providing any training that involves outside costs. 19. Contractor, pursuant to this Agreement, shall only sell parts and supplies to meet the City's Service Center needs. Contractor shall not sell or distribute parts, supplies, goods, or services to any person or entity other than City from the On-Site Store. 556527.2 3-5 20. Contractor all comply with all federal, state and City laws, directives, orders, rules and regulations. ARTICLE 2 - DUTIES AND RESPONSIBILITIES OF CITY City shall have the following duties and responsibilities during the term of this Agreement: 1. City shall provide, at its sole expense, usable space for the On-Site Store and Inventory. City shall provide access to restroom facilities for Contractor employees. Further, City shall furnish, at its sole expense, all utilities for the On- Site Store including: water, sanitation, sewer, light, telephone, heat, gas, electricity and all other utilities and services rendered or delivered to the On-Site Store. 2. City reserves the right to purchase parts and or services from other sources (i) if Contractor cannot obtain the desired part(s) by start of business day following City's request, or (ii) in emergency situations, including, but not limited to, when any part is needed during a period outside of City's normal working hours of 6:00 a.m. - 5:00 p.m. 3. City shall, at all times during the term of this Agreement, at City's sole expense, maintain in good condition and repair (so as to prevent any damage or injury to Contractor's Inventory or other personal property located in the On-Site Store) the roof, exterior walls, foundation, and structural portions of the On-Site Store and all portions of the electrical and plumbing systems lying outside of the On-Site Store but serving the On-Site Store. ARTICLE 3 - PAYMENT TERMS/PRICING City shall purchase Inventory from Contractor, and Contractor shall provide services hereunder, according to the pricing terms of Exhibit A attached hereto. The Parties agree that the total amount paid by City to Contractor over the course of any single fiscal year for Inventory (but not including other costs set forth on Exhibit A) will not exceed Three Hundred Eighty Nine Thousand, Nine Hundred Dollars ($389,000), unless approved by the City Council. City shall not procure Inventory from Contractor that shall cause the City to exceed this amount, unless City has received approval for additional funds from the City Council. Contractor shall invoice the City for all Inventory 556527.2 3-6 purchased pursuant to this Agreement on a weekly basis. All invoices will be paid within 30 (thirty) days of City's receipt of invoice. Contractor shall keep complete, accurate, and detailed accounts of Contractor's cost for all Inventory purchased by City, and shall provide City with all such accounting records upon request. ARTICLE 4 - TERM The initial term of this Agreement shall be for a one (1) year period beginning on the Effective Date. The City Manager may extend the contract for an additional three years, however such extension, if any, shall be in one year increments. To extend this Agreement the City shall notify the contractor in writing of its intent to renew the Agreement at least sixty (60) days prior to the expiration of the initial term. ARTICLE 5 - TERMINATION This Agreement shall be subject to termination by either' party upon sixty days (60) written notice. City may also terminate this Agreement if the City is prevented from proceeding with the Agreement by law or official action of a public authority other than the City, by the unavailability of City Funds, or if the Contractor violates any material provisions of this Agreement. The City, may, by written notice to the Contractor, terminate the contract if the Contractor has failed to perform its services in a manner satisfactory to the City as per specifications, including delivery as specified. Prior to cancellation of this agreement, the non-offending party shall advise the offending party of any deficiencies and shall allow the offending party a ten (10) day period to correct any deficiencies at the offending party's expense. Any notice of termination tendered by either party pursuant to this Article 5 shall be provided by a method of notification specified in Article 6 of this Agreement. 556527.2 3-7 EFFECT OF TERMiNATION. Immediately upon termination of this Agreement by either party for any reason: 1. Contractor shall vacate the space being utilized for the On-Site Store and repair and restore the space to the condition existing prior to this Agreement, normal wear and tear excepted. 2. City shall purchase all non-NAPA branded Inventory, and shall have the option to purchase NAPA branded Inventory, which is located in the On-Site Store, at Contractor's acquisition cost. 3. 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. City shall allow Contractor full and unrestricted access to enter into the On-Site Store and immediately remove all equipment and other items of personal property owned by Contractor 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 Contractor under this Agreement will be returned to City. 4. Should Contractor fail to remove the Inventory not purchased by City or other property of Contractor within sixty (60) days after written notice from City as provided by this Agreement, Contractor agrees that said Inventory or property shall be deemed abandoned by Contractor. In the event of such abandonment by Contractor, City may take possession of such Inventory or property and shall not thereafter be liable to Contractor or its successors or assigns with respect to the abandoned Inventory or property, including as any manner of bailee of the Inventory or property. 556527.2 3-8 ARTICLE 6 - NOTICES Whenever any notice, demand or request is required or permitted hereunder, such notice, demand or request shall be hand-delivered in person or sent via facsimile, by overnight mail through a reputable service, or by certified mail, return receipt requested, to the addresses set forth below: CITY CONTRACTOR City of Indio Gary Lewis, General Services Manager 83-.101 Avenue 45 Indio, California 92201 Genuine Parts Company General Manager 11710 Pacific Avenue Fontana, CA 92337 Each such notice shall be deemed delivered (i) on the date of receipt if delivered by hand, overnight courier service, or (ii) on the date five (5) 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. ARTICLE 7 - INSURANCE REQUIREMENTS OF CONTRACTOR Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees or subcontractors. The cost of such insurance shall be borne by the Contractor. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by City as a material breach of contract. Minimum Scope of Coverage Coverage shall be at least as broad as indicated below: 1. Insurance Service Office Commercial General Liability coverage (occurrence form CG Q001). 556527.2 3-9 2. Insurance Services Office Form Number CA 0001 covering Automobile Liability, code 1 (any auto). 3. Workers' Compensation insurance as required by the State of California. Such worker's compensation insurance shall be endorsed to provide for a waiver of subrogation against City. 4. Employer's Liability insurance. Minimum Limits of Insurance Contractor shall maintain these policies and shall cause all parties supplying services, labor, or materials to maintain the following insurance in amounts not less than those specified below: 1. General Liability (including operations, products and completed operations): $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: $1,000,000 per accident for bodily injury or property damage. 3. Worker's Compensation: Statutory amount as required by the State of California. 4. Employer's Liability: $1,000,000 per accident fpr bodily injury or disease. Other Insurance Provisions The general liability policy, and automobile liability policy are to contain, or be endorsed to contain, the following provisions: 1. The City of Indio, its officers, council members, officials, and employees, are to be covered as additional insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Contractor, and with respect to liability arising out of work or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work or operations. The coverage shall contain no special limitations on the scope of protection afforded to additional insureds. General insurance, liability coverage can be provided in the form of an endorsement to the Contractor's insurance, or as a separate owner's policy (CG 20 10 11 85). 556527.2 3-10 2. For any claims related to this project, the Contractor's insurance coverage shall be primary insurance with respect to the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees or volunteers shall be in excess of the Contractor's insurance and shall not contribute to it. 3. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled or materially changed by either party, except after thirty (30) days prior written notice has been given to the City by certified mail, return receipt requested. 4. Coverage shall not extend to any indemnity coverage for the active negligence or misconduct of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. Verification of Coverage Contractor shall furnish the City with original certificates and amendatory endorsements affecting coverage required by this clause. All certificates and endorsements are to be received and approved by the Indio City Attorney's Office before work commences. Contractor shall provide to the City insurance certificates certifying such coverage upon renewal of its policies, or upon the City's request. ARTICLE 8 -INDEMNIFICATION Contractor shall indemnify and hold harmless the City and its officers, City Council Members, officials, employees, agents, and volunteers ("Indemnitees") from and against any and all liability, claims, judgments, arbitration awards, settlements, costs (including attorneys fees), demands, orders and penalties (collectively, "Claims") including, but not limited to, demands arising from injuries or death of persons (Contractor's employees included) and damage to property, arising directly or indirectly out of, relating to, or pertaining to the performance of the program or work described herein which is caused 556527.2 3-11 by any negligent or intentional wrongful act or omission of Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the active negligence, or willful misconduct of the City. If any action or proceeding is brought against Indemnitees by reason of any of the matters against which Contractor has agreed to indemnify Indemnitees as provided above, Contractor, upon notice from City, shall defend Indemnitees at Contractor's expense by counsel acceptable to City, such acceptance not to be unreasonably withheld. Indemnitees need not have first paid for any of the matters to which Indemnitees are entitled to indemnification in order to be so indemnified. The provisions of this Article shall survive the expiration or earlier termination of this Agreement. ARTICLE 9 . WARRANTY DISCLAIMER All automotive parts supplied pursuant to this Agreement are subject to the terms of written warranties provided by the manufacturer of each part, and Contractor shall use reasonable commercial efforts to assist the City in processing all warranty claims that the City may have against a manufacturer. This will include a) Researching the sale of the part in question, b) Collecting all necessary documents for processing the warranty claim, c) Processing the claim with the manufacturer, d) Credit the City's account properly. Copies of the manufacturers' warranties shall be made available to City upon request. ARTICLE 10 - NO LIENS Except in the case of a breach of contract, the City 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 Contractor located in the On-Site Store. ARTICLE 11 - QUIET ENJOYMENT 556527.2 3-12 City represents and warrants to Contractor that so long as Contractor performs all the obligations of Contractor under this Agreement, Contractor shall have quiet and peaceful possession of the On-Site Store during the entire term of this Agreement and City. ARTICLE 12 - RELATIONSHIP OF PARTIES No Agency relationship between the City and Contractor is intended or created by this Agreement. Contractor is not authorized and shall not at any time or in any manner represent that it is an agent, servant or employee of the City, it being expressly understood that Contractor and its employees, officers and agents are and at all times shall remain wholly independent under this Agreement and shall not be construed for any purpose to be employees of City. ARTICLE 13. 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. ARTICLE 14 - SUCCESSORS AND ASSIGNMENTS 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. 556527.2 3-13 ARTICLE 15 - CONFIDENTIALITY City and Contractor may, from time to time, acquire or otherwise receive confidential or proprietary information concerning the other party's products, pricing, business affairs and practices. I n consideration of the confidential and proprietary nature of this information, each party agrees as follows: 1. All confidential or proprietary knowledge and information received from the other party shall for all time and purposes be regarded by the receiving party, its employees and agents as strictly confidential and will not be disclosed to any third parties or to any of the other affiliates of the receiving party except to perform obligations required herein, or except as otherwise required by law. Contractor understands and acknowledges that City is a public local agency subject to the California Public Records Act, California Government Code Section 6250, et seq. (the "CPRA"). In the event that City receives a request under the CPRA for documents in the City's possession or control that Contractor has previously advised the City it considers to be proprietary, City will notify Contractor of such request and allow Contractor the opportunity to seek relief in the appropriate court to prevent disclosure of the documents prior to expiration of the statutory time period in which the City is required to respond to the request. In the event any legal action or proceeding is brought against City seeking to compel the disclosure of documents by City that Contractor considers to be proprietary and has requested City not to disclose, Contractor shall indemnify and defend City against such action or proceeding at Contractor's expense, with counsel acceptable to City, such acceptance not to be unreasonably withheld. 2. Each party agrees to utilize any infonmation provided by the other party only for the purposes of carrying out this Agreement and further acknowledges that it will not utilize any information provided by the other party for any other purpose including but not limited to directly or indirectly competing with the other party or otherwise assisting another person or entity in doing the same. 3. Within three (3) business days of the termination of this Agreement all confidential or proprietary information relating to the other party's products, pricing, business affairs or practices shall be returned to such other party. ARTICLE 16 - EQUAL EMPLOYMENT Contractor agrees that during the performance of this Agreement, it will not discriminate against any employee or applicant for employment because of race, color, religious 55652i.2 3-14 creed, national origin, ancestry, sex, sexual orientation, age, physical handicap, medical condition or marital status. ARTICLE 17. CHANGES, AMENDMENTS AND MODIFICATIONS 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. ARTICLE 18 - SEVERABILITY In the event that any condition or covenant herein is held to be invalid or void by any court of competent jurisdiction, the same shall be deemed severable from the remainder of the Agreement and shall in no way affect any other covenant or condition herein contained as long as the invalid provision does not render the Agreement meaningless with regard to a material term in which event the entire Agreement shall be void. If such condition, covenant, or other provision shall be deemed invalid due to its scope or breadth, such provision shall be deemed valid to the extent of the scope or breadth , permitted by law. ARTICLE 19 - WAIVER Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision, nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by the City of any work or services by Contractor shall not constitute a waiver of any of the provisions of this Agreement. ARTICLE 20. ATTORNEYS FEES, COSTS AND EXPENSES 556527.2 3-15 In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to which it may be entitled ARTICLE 21 . ENTIRE AGREEMENT This Agreement, including Exhibit "A", is the entire, complete, final and exclusive expression of the parties with respect to the matters addressed therein and supersedes all other Agreements or understandings, whether oral or written, or entered into between Contractor and City prior to the execution of this Agreement. No statements, representations or other Agreements, whether oral or written, made by any party which are not embodied herein shall be valid and binding unless in writing and duly executed by the parties or their authorized representatives. ARTICLE 22 - GOVERNING LAW; VENUE This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the parties, venue in state trial courts shall lie exclusively in the County of Riverside, Superior Court, Indio Branch, located at 46-200 Oasis Street, Indio, California 92201. In the event of litigation in the United States District Court, venue shall lie exclusively in the Central District of California, in Riverside. ARTICLE 23 - MISCELLANEOUS 1 . The parties waive any benefits from the principles of contra proferentum and interpreting ambiguities against drafters. No party shall be deemed to be the drafter of this Agreement, or of any particular provision or provisions, and no part of this Agreement shall be construed against any party on the basis that the particular party is the drafter of any part of this Agreement. 55651i.2 3-16 2. Aqreement Execution Authorization._Each of the undersigned represents and warrants that he or she is duly authorized to execute and deliver this Agreement and that such execution is binding upon the entity for which he or she is executing this Agreement. 3. Counterparts. This Agreement may be executed in counterparts, and when each party hereto has signed and delivered at least one such counterpart, each counterpart shall be deemed an original and, when taken together with the other signed counterparts, shall constitute one Agreement, which shall be binding upon and effective as to all parties hereto. 4. Article titles, paragraph titles or captions contained herein are inserted as a matter of convenience and for reference, and in no way define, limit, extend, or describe the scope of this Agreement or any provision hereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. CITY OF INDIO GENUINE PARTS COMPANY Glenn Southard City Manager Division Vice President ATTEST: Cynthia Hernandez City Clerk APPROVED AS TO FORM: City Attorney 556527.2 3-17 Exhibit "A" Compensation Contractor shall invoice the City for all Inventory purchased, and all services rendered, pursuant to this Agreement on a monthly basis according to the pricing plan below. The overall goal of City's pricing plan is to achieve a ten percent (10%) net profit for Contractor (the "Net Profit Target") by adjusting the pricing oftwo elements: (a) Product Costs. The pricing of the Inventory to be supplied to City by Contractor pursuant to this Agreement. Product Costs shall be further divided into "NAPA Product Costs," which is the pricing of products manufactured by suppliers in Contractor's normal supply chain, and "Non-NAPA Product Costs," which is the pricing of products which have not been manufactured by Contractor's normal suppliers but which have been acquired for City by Contractor pursuant to this Agreement. (b) Operational Costs. Any and all costs and expenses associated with the operation of the On Site Store(s) or the vehicles used by Contractor in the operation of the On Site Store(s), including, but not limited to, salary and benefits payable to Contractor 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 Contractor and all equipment supplied by Contractor. An example of a profit and loss statement reflecting such costs and expenses is attached hereto. PRICING PLAN SUMMARY NAP A Product Costs Billed to City at a 10% gross profit rate Non-NAP A Product Costs Billed to City at a 10% gross profit rate Operational Costs Billed to City at cost Net Profit Target 10% net profit for Contractor Both NAP A Product Costs and Non-NAP A Product Costs shall be set by Contractor to yield a gross profit of ten percent (10%). Operational costs will be charged to City at cost, with all such charges for Operational Costs to be included in City's monthly billing statement. City will be billed at the end of each month for operational costs on an "in arrears" basis. 556527.2 3-18 RESOLUTION NO. 2008- RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA AUTHORIZING A PURCHASE AGREEMENT WITH GENUINE PARTS COMPAN'Y TO PROVIDE AUTOMOTIVE AND EQUIPMENT REPAIR PARTS AND SUPPLIES IN ACCORDAt"\iCE WITH TERMS At"\iD CONDITIONS OF A CONTRACT BETWEEN GENUINE PARTS COMPANY AND THE CITY OF INDIO FOR A FIVE (5) YEAR PERIOD BEGINNING JULY 1, 2008 THROUGH JUNE 30, 2013, WITH FIVE (5) ONE YEAR OPTIONS TO EXTEND BY MUTUAL CONSENT THROUGH JlJNE 30, 2018 WHEREAS, the Fiscal Year 2008/2009 Fleet Management budget provides for the purchase of parts and supplies necessary for the maintenance and repair of City of Chula Vista vehicles; and WHEREAS, as part of the budget reduction effort for Fiscal Year 2008/2009, the Fleet Management Division reduced its budget for automotive parts and supplies by $20,000; and WHEREAS, City of Chula Vista Municipal Code section 2.56.140 and Council Resolution No. 6132 authorize the Purchasing Agent to participate in cooperative bids with other government agencies for the purchase of materials of common usage; and WHEREAS, staff has determined that it can reduce its annual expenditures for automotive repair parts and supplies by contracting with Genuine Parts Company, aka NAPA, for all its needs in that area; and WHEREAS, Genuine Parts Company will provide all necessary parts and supplies to maintain the City vehicle fleet at a reduced cost to the City, and will provide at least one full-time Parts Manager to manage the inventory on-site in the Central Garage; and WHEREAS, at the beginning of the contract, Genuine Parts Company will purchase the existing automotive parts inventory from the City, which will represent a one-time revenue to the City of approximately $90,000; and WHEREAS, the City will be able to realize lower parts and supplies purchase costs than in the past in exchange for exclusivity with Genuine Parts Company; and WHEREAS, the placement of a full-time staff person on site in the Central Garage by Genuine Parts Company 'Will eliminate a long-standing staffing need to add a Parts Clerk for the Fleet Management Division; and WHEREAS, Genuine Parts Company has similar contract arrangements with many municipalities across the country, including with San Diego County and the City ofIndio; and J:\Allomey\RESO\AGREEMENTS\G~nuine Auto P~rts_06- to-OS,doc 3-19 Resolution No. 2008- Page 2 WHEREAS, after reviewing those two contracts, staff believes the terms and conditions of the contract with the City ofIndio are more beneficial for the City of Chula Vista; and WHEREAS, adoption of the resolution will authorize the Fleet Management Division to enter into a contract under similar terms and conditions as contained in the contract between Genuine Parts Company and the City of Indio; and WHEREAS, it is anticipated that approximately $450,000 annually will be spent for these materials and services. WHEREAS, this will have a positive impact on the General Fund by reducing the .cost of materials used in the maintenance of City vehicles. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Chula Vista does hereby authorize a purchase agreement with Genuine Parts Company to provide automotive and equipment repair parts and supplies in accordance with terms and conditions of a contract between Genuine Parts Company and the City ofIndio for a five (5) year period beginning July I, 2008, through June 30, 2013, with five (5) one year options to extend by mutual consent through June 30, 2018. Presented by Approved as to form by . , . \\ ~\ i, \ i f'N.,1( <::1"'-\"\ \ \ \,\ (t\,"Q. \.~ Ann Moore City Attorney Jack Griffin Director of Public Works J:\Altomey\RESO\AGREEMENTS\Genuine Auto Parts_06.1 O-OS.doc 3-20