HomeMy WebLinkAboutR-00-0082.$_
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J-00-011
12/30/99
RESOLUTION NO . ~ ~ ~`''
A RESOLUTION OF THE MIAMI CITY COMMISSION
AUTHORIZING THE CITY MANAGER TO EXECUTE
AMENDMENT NO. 1 TO AN EXISTING AGREEMENT, IN
A FORM ACCEPTABLE TO THE CITY ,ATTORNEY, .WITH
GENUINE PARTS COMPANY D/B/A NAPA AUTO PARTS,
FOR THE PROVISION OF IN-HOUSE PARTS
OPERATIONS PARTNERSHIP FOR THE DEPARTMENTS OF
FIRE-RESCUE AND GENERAL SERVICES
ADMINISTRATION TO PROVIDE INCREASES IN THE
CONTRACT AS FOLLOWS: (1) FROM $1,523,236.50
TO $1,648,236.50, FOR AN AMOUNT NOT TO EXCEED
$125,000, FOR THE CONTRACT YEAR BEGINNING
MARCH 5, 1999; (2) AN AMOUNT NOT TO EXCEED
$617,000, FOR THE CONTRACT YEAR BEGINNING
MARCH 5, 2000; ALLOCATING FUNDS THEREFOR FROM
THE DEPARTMENT OF GENERAL SERVICES
ADMINISTRATION ACCOUNT NOS. 503001.420905 AND
509000.420901, AND FIRE-RESCUE ACCOUNT
NO~. 001000.280701.
WHEREAS, Resolution Number 98-1178, adopted on
December 8, 1998, authorized the City Manager to enter into an
Agreement with Genuine Parts Company d/b/a NAPA Auto Parts
("NAPA")., to establish an in-house parts operations in
partnership with the Departments of Fire-Rescue and General
Services Administration ("GSA"); and
CITY 'CO SS%01~
%~EET%NG OF
.~A~ 2 7 200
~esgluYion No.
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Whereas, on March 5, 1999, the City entered into an
agreement with NAPA for the provision of in-house parts, with
operations commencing May 1, 1999; and
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WHEREAS, the .GSA portibn'of the original amount of the NAPA
agreement was based on the budgeted amounts in eight (8) specific
accounts, rather than actual expenditure levels of all sixteen
(16) accounts which fund these expenditures; and
WHEREAS, the structure of the City`s Five Year Plan and the
related minimal increases in these eight (8) specific account
budgets did not take into consideration the aging of the City's
heavy fleet, nor the increase of over 300 vehicles in the City's
light fleet in fiscal year 1998-1999, nor the minimum increase of
150 vehicles of the light fleet in .fiscal year 1999 -2000; and
WHEREAS, based on GSA's expenditures to date under the NAPA
contract, it is estimated that a $125,000 contract increase, in a
total amount not to exceed $1,648,236, effective March 5, 1999,
and an increase in the total amount not to exceed $617,000, from
$1,648,236.50 to $2,265,236.50, for the contract year .beginning
March 5, 2000, is needed;
WHEREAS, funds are available from Department of General
Services Administration Account Nos. 503001.420905 and
509000.420901, and Fire-Rescue Account No. 001000.280701;
Page 2 of 4 ~ ~ a
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NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF .THE CITY
OF MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the
Preamble to this Resolution are hereby adopted by reference
thereto and incorporated herein as if fully set forth in this
Section.
Section 2. The City Manager is hereby authorizedl~ to
execute Amendment No. 1 to an existing agreement, in a form
acceptable to the City Attorney, with Genuine Parts Company d/b/a
NAPA Auto Parts, for the provision of in-house parts operations
partnership for the Departments of Fire-Rescue and General
Services Administration to provide for increases in the contract
as follows: (1) from $1,523,236.50 to $1,648,236.50, for an
amount not to exceed $125,000, for the contract year beginning
March 5, 1999; (2) an amount not to exceed $617,000, for the
contract year beginning March 5, 2000, allocating funds therefor
from the Department of General Services Administration Account
Nos. 503001.420905 and 509000.420901, and Fire-Rescue Account
No. 001000.280701.
~i The herein authorization is further subject to compliance with all
requirements that may be imposed by the City Attorney, including but not
limited to those prescribed by applicable City Charter and Code
provisions.
Page 3 of 4 ~ ® °
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Section 3.. This Resolution shall become effective
immediately upon its adoption and signature of the Mayor.?
PASSED AND ADOPTED this 27th day of January 2000.
JOE CAROLLO, MAYOR
In accordance with Msami Comae Sec. 2-36, vinca the ~~t~.y~~r r,~i{~ not i;~~cate t3~;~ro~al of
this legislation fy sicnin~ it in the d~ai~nstW~i ~(~Ve ~~~oa<is:~~ci, ~~ici (e~ivlAtion r~ovpr
becomes etfiective with the eia~s~v at ten (~~ ~ay;~ " ~~ th fciU~if ~ommis~' notion
regarding same, without the Mayor ~tci in
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ATTORNEY
030:RCL
If the Mayor does not sign this Resolution, it shall become effective at
the end of ten calendar days from the date it was passed and adopted.
If the Mayor vetoes this Resolution, it shall become effective
immediately upon override of the veto by the City Commission.
Page 4 of 4
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CIT`f OF ti1lAfvil. FLORIDA
15
INTER-OFFICE MEMORANDUM
To
FRGM
The Honorable Mayor and Members
of the City Commission ,
Donal aw
City Manager
o~r~ - JAN - 4 ~QO?
sus~ECT : Proposed Resolution
Amendment No. 1 to
FILE
REFERENOES : Existing Agreement between
City of Miami and Napa Auto
ENCLOSURES: Parts
RECOMMENDATION
It is respectfully recommended that the City Commission adopt the attached Resolution,
authorizing the City Manager to execute Amendment No. 1 to an existing agreement with
Genuine Parts Company d/b/a Napa Auto Parts, for the provision of in-house operations in
partnership with the Departments ofFire-Rescue and General Services Administration ("GSA") to
provide increases in the contract as follows: (1) an increase in an amount not to exceed $125,000
from $1,523,236.50 to $1,648,236.50, for the contract year beginning March 5, 1999; and (2) an
increase in the total amount not to exceed $617,000 ($575,000/GSA and $42,000/Fire-Rescue),
from $1,648,236.50 to $2,265,236.50, for the contract year beginning March 5, 2000. Funds will
be allocated from the Department of General Services Administration, Account Nos.
503001.420905 and 509000.420901, and Fire-Rescue, Account No. 001000.280701, subject to
availability of funds.
BACKGROUND
On December 8, 1998, the City Commission adopted Resolution No. 98-1178, which authorized the
City Manager to enter into an Agreement with Genuine Parts d/b/a Napa Auto Parts ("NAPA"), to
establish an in-house parts operations in partnership with the Departments of Fire-Rescue and
General Services Administration ("GSA"). Subsequently on March 5, 1999, the City entered into an
agreement with NAPA for the provision of in-house parts, with actual operations commencing May
1, 1999.
The GSA portion of the original amount of the NAPA agreement was based on the budgeted
amounts in eight (8) specific accounts, rather than actual expenditure levels of all sixteen (16)
accounts which fund these expenditures. The structure of the City's Five Year Plan and the related
minimal increases in these eight (8) specific account budgets did not take into consideration the
aging of the City's heavy fleet, nor the increase of over 300 vehicles in the City's light fleet in fiscal
year ' 98-' 99, nor the minimum increase of 150 vehicles of the light fleet in fiscal year ' 99-' 00.
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The Honorable Mayor and Members
Of the City Commission
Page 2 of 2
Based on GSA's expenditures to date under. the NAPA contract, it is estimated that a $125,000
contract increase,. in a total amount not to exceed $1,648,236.50, effective March 5, 1999, and an
increase in the total amount not to exceed $617,000 ($575,000/GSA and $42,000/Fire-Rescue),
from $1,648,236.50 to $2,265,236:50, for the contract year beginning March 5, 2000, is needed.
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Budgetary Impact Analysis
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1. Department G.S.A. Division Light & Heavy Fleets
2. Agenda Item # (if available) January 11, 2000
3. Title and brief description of legislation or attach ordinance/resolution:
Amendment to NAPA•Auto Parts Contract fora $125,000 increase in year one, and
A ~ 61 .. - - -
575 000 GS $42,000 Fire-Rescue) oo~pop, Z p.7o/, 6 , 'p,Z /r-G I?~c-~,
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4. _ Is this item related to revenue? NO: x YES (If yes, skip to item #7.)
5. Are there sufficient funds in Line Item?
YES: ~ Index Code Minor Obj. Code Amount $ .(see Attached
NO: _ Complete the following questions: Supplementar-_
6 . Source of funds: Amount budgeted in the Line Item $ Form)
Amount needed in the Line Item ~..e~ ~,x ~.,~,~.4 rs;'tS.~_
Sufficient funds will be transferred from the following line items:
?. Any additional comments?
Approved by:
8.
l C,
ep ea ire r/Designee
~De ar ent Director/Desi lee Da
FOR DEPARTi~1ENT OF 1~YANAGEMENT AND B U
Verified by: Ve " ed by:
Department of
meat and BudgetDesignee I B
Date _/~ ~~~~9
inuoeM
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J-98-1165
11/24/98
RESOLUTION N0. U ~ - ~ ~ ~ `~'
A RESOLUTION, WITH ATTACHMENTS, AUTHORIZING
THE CITY MANAGER TO ENTER INTO AN AGRFEMFsNT,
IN SUBSTANTIALLY THE ATTACHED FORM, WITH
GENQINS PARTS COffiPANY D/B/A NAPA AUTO PARTS,
FOR THE PROVISION OF IN-HOUSE PARTS
OPERATIONS, FOR A PERIOD OF TWO (2) YEARS,
WITH THE OPTION OF THfi CITY TO EXTEND SAID
AGREEMENT FOR TWO (2) ADDITIONAL ONE-YEAR
PERIODS, AT AN ANNTJAL AMOUNT NOT TO EXCEBD
$1,523,236.50; ALLOCATING FUNDS THEREFOR FROM
THE DEPARTMENTS OF.. GENERAL SERVICES
ADMINISTRATION AND FIRE-RSSCQE OPERATING
BUDGETS AS PROVIDED IN ATTAC~VT I.
WHEREAS, the City of Miami Departments of General Services
Administration ("GSA") and Fire-Rescue .operate two (2) repair
facilities that are responsible for the repair and maintenance of
all city vehicles, automotive equipment and radio communications
infrastructure; and
WHEREAS, the ability to manage, supply and obtain necessary
automotive, heavy truck, radio repair parts is critical to the
efficient operation of these facilities; and
WHEREAS, ,~ a Blue Ribbon Committee ("Committee") was
established to. evaluate the present operations ~ and the
feasibility of outsourcing the parts operations functions; and
WHEREAS, as a result of the Committee's research, analysis,
and subsequent recommendation, the City issued an RFP for In-
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~II'Y
!~.'E'i'II~C O,~
DEC 0 81998
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house.Parts Operations in January,. 1998; and
WHBRSAS, pursuant to Resolution No. 98-621, adopted June 23,
1998, the City Commission accepted the findings of the RFP
$valuation 'Committee; and .instructed the. City Manager to
negotiate an agreement with the top ranked firm of Genuine Parts
Company d/b/a.Napa Auto-Parts ("Napa Auto 'Parts") to establish an
in-house. parts operations partnership .with the City; and
WHSREA.S; the City~:Manager recommends the execution of an
agreement with Napa Auto Parts for the above purpose,; and
WHSRSAS, funds are available as set forth in the attached
Attachment ^I"; .
NOW, THBRBFORB, ~ Bg' IT RESOLVED BY TH$ COMMISSION OF TFiB CITY
OF MIAMI, FLORIDA: -
Section~l. ~ The recitals and findings .contained in .the
. Preamble to this Resolution are .hereby adopted by reference
thereto and incorporated herein as if fully set forth in this
Section.
Section 2. The City .Manager is hereby authorized to~
execute an agreement, in substantially the attached form, with
Genuine .Parts Cgmpaay d/b/a•Napa Auto Parts for the provision of
in-house parts operations,. for a period'of` two (2) years, with
.the option of the City to extend said agreement for two (2)
additional one-year periods, at an annual amount not. to exceed
$1,523,236.50, with funds therefor -hereby allocated from the
Departments of General Services Administration and Fire.-Rescue
~a- ~2
Operating Budgets as provided in Attachment I.
Section 3. This Resolution shall become effective
immediately upon its adoption and signature of the Mayorl~.
PASSBD AND ADOPTBD this 8th day of December 1998.
JOE CAROLLO, MAYOR
in accordance with Miami Code Sec. 2-36, elnce the Mayor did not indicgta a;arovc) of
this Isgisiation by signing it in the designated plac9 Frovic+ad. saic le~cislstior~ nc:a
becomes effec~h+e with the elapse of ten (10~ days from ttl9 dais of G.:fMl~as,..rl a~fc~
ATTEST : regardurS ~' witl~out the Mayor exercisin a to.
Wafter os n, City Clerk
WALTER J. FOEMAN
CITY CLERK
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APPROVED ~ Tty~ORM AND. CORRBCTNSSS:~
.~, ~_._.
ATTORNEY
W3066:CSK:kc
l~ If the Ma or does not si
Y gn this Resolution, it shall become effective at
the end of ten calendar days from the date it was passed and adopted.
If the Mayor vetoes this Resolution, it shall become effective
immediately upon override of the veto by the City Commission.
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AGREEMENT
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This Agreement is entered into this5 day of , 199 by and between the
City of Miami, a municipal corporation of the State of Florida ("City") and the Genuine Parts
Company, d/b/a NAPA AUTO PARTS, a Georgia corporation ("Provider").
RE_
A. The City has issued-a Request for Proposals ("RFP") for the provision of In-House
Parts services ("Services") and Provider's proposal ("Proposal"), in response thereto, has been
selected as the most qualified proposal for the provision of the Services. The RFP and the
. Proposal are sometimes referred to herein, collectively, as the Solicitation Documents, and are by :-'~.~ :_`=: -
this reference incorporated into and made a part of this Agreement. -
B. The Commission of the City of Miami, by Resolution No. 98-621 adopted on June 23, -
1998, approved the selection of Provider and authorized the City Manager to execute a contract,
under the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein -
contained, Provider and the City agree as follows:
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TERMS - , - -
1. RECITALS: The recitals are true and correct and are hereby incorporated into and made a
part of this Agreement. - .
2. TERM: The term of this Agreement shall be two (2) years commencing on the date hereof.
3. OPTION TO EXTEND: Upon expiration of the initial term, this Agreement automatically
renews for successive one (1) year terms, unless either party notifies the other party in
writing of its intent not to renew the Agreement at least sixty (60) days prior to the expiration
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of.the initial term or any renewal term hereunder. The City shall have the option to renew ~ _
subject to availability and appropriation of funds. ,City Commission-approval shall not be '
required as long as the total extended term.does not exceed two (2) years, or a period equal to
the original term of this .-agreement, whichever is longer.
4. SCOPE OF SERVICE: '
A. Provider.. agrees to provide the Services as. specifically described, and under the
special terms and conditions set forth in Attachment "A" hereto, which by this reference is ~ '
incorporated into and made a part of this Agreement.: To the extent that the terms and ,..
conditions of Attachment "A" conflict with or differ from the terms and conditions herein or
the terms. and conditions of the RFP or Proposal, the terms and conditions of Attachment ~,~;:~:;=~=;~.-
"A" shall be controlling. - --- - ~ - ~ - ~~
B. Provider represents and warrants to the City that:. (I) it possesses all qualifications, -=..
licenses and expertise required, under the Solicitation Documents for the' performance of the '
Services; (II) it is not delinquent .in the payment of any sums due the City, including
payment of permit fees, occupational licenses, etc., nor in the performance of any obligations
to the City; (III) all .personnel assigned to perform the Services are and shall be, at all times
during the term hereof; fully qualified and trained to perform the tasks assigned to each; and
(IV) the Services will be performed i:n the manner described in Attachment"A".
5. COiV1PENSATIONi
A. The amount of compensation payable by the. City to Provider shall be based. on the
rates and schedules described in .Attachment "B" hereto, which by this reference is ,
incorporated into this Agreement; provided, however, that in no event shall the ;amount of
. compensation exceed $.1,523,237.50 per.'year. ~ ®- ~ 2
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B. Unless otherwise specifically pQrovided in Attachment "B", payment shalt be made
. within thirty (30) days after receipt of provider's invoice, which shall be accompanied by
sufficient supporting documentation amd contain sufficient detail, to allow a proper audit of
expenditures, should City require mne to be performed. If Provider is •~ntitled to
reimbursement of travel expenses, thin all bills for travel expenses shall be submitted in
accordance with Section 112.061, Ploriida Statutes.
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6. OWNERSHIP OF DOCUMENTS: provider understands and agrees that any information,
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document, report or any other materials whatsoever which is given by the City to Provider or
which is otherwise obtained or prepaid by Provider pursuant to or under the terms of this
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Agreement is and shall at all times retGnain the property of the City. Provider agrees not to =~ - ~ .:.
use any such information, document, report or material for any other purpose whatsoever - -
without the written consent of City, whhich may be withheld or conditioned by the City in its
sole discretion.
7. AUDIT AND INSPECTION RIGH'I~;
A. The City may, at reasonable times, and for a period of up to three (3) years following
the date of final payment by the City to Provider under this Agreement, .audit, or cause to be
audited, those books attd records of Provider which are related to .Provider's performance
under this Agreement. Provider agrees to maintain all such books and records at its principal
place of business for a period of three (3) years after final payment is made under this
Agreement.
B. The City may, at reasonable times during the term hereof, inspect Provider's facilities
and perform such tests, as the City deems reasonably necessary, to determine whether the
goods or services required to be provided by Provider under this Agreement confo to the
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-~ ~ terms hereof and/or the terms of the Solicitation Documents, if applicable. Provider shall ~ ~ ~ -
• make. available to the City all reasonable` facilities ' and assistance to facilitate the
performance of tests or inspections by City representatives. AYl tests and inspections shall be
subject to, and made in accordance with, the .provisions of Section 18-55.2 of the Code of
the Cityof Miami; Florida, as same may be amended or'supplemented, from time~to time.
8. AWARD OF AGREEMENT: Provider represents and warrants to the City that it has not .
employed or retained any person or company employed by the City to solicit or secure this
..
Agreement and that it has noc offered to. pay; paid; or agreed to :pay any person any fee, ~ _ ~.:.,_
commission, percentage; brokerage fee, or gift of any kind contingent upon or in connection
with, the award of this Agreement. ~ ~ ~ _ ~ ~ ~ - _-
9. PUBLIC RECORDS: Provider .understands -that the public shall have access, at all ::. ~~~
reasonable times, to all .documents and information pertaining to City contracts, subject to the~~ ~~ ~: - ~.
provisions of Chapter 119, Florida Statutes, and agrees to allow access by the -City and the
public to all documents subject to disclosure under. applicable law. Provider's° failure'or
refusal to comply with the provisions of this section shall result in the immediate cancellation ,
of this Agreement by the City.
10. COMPLIANCE WITH ~ FEDERAL. STATE AND LOCAL LAWS: Provider
understands- that agreements between private'entifies and local governments are subject to
certain laws and'regulations, including laws pertaining to public records, conflict of interest,
record keeping, etc. City and Provider agree to comply with and observe all applicable Iaws,
codes and ordinances as they maybe-amended from time to time.
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11. INDEMNIFICATION: NAPA will defend and indemnify the City from any liability arising
- out of any negligent acts or willful misconduct by NAPA or its employees in connection with
the performance of its duties under the contract.
12. DEFAULT: Should Provider be unable or unwilling to commence to perform the Services
within the time provided or contemplated herein, then, in addition to the foregoing, Provider
shall be liable to the City for all expenses incunred by the City in preparation and negotiation
of this Agreement, as well as all costs and. expenses incurred by the City in the re-
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procurement of the Services, including consequential and incidental•damages. ~ - .
13. RESOLUTION OF CONTRACT DISPUTES: Provider understands and agrees that all
disputes between Provider and the City based upon an alleged violation of the terms of this ~~`~-~ _' : _
Agreement by the City shall be submitted to the City Manager for his/her resolution prior to .
Provider being entitled tp seek judicial relief in connection therewith. In the event that the!- _
amount of compensation hereunder exceeds $4,500, the City Manager's decision shall be
approved or disapproved by the City Commission. Provider shall not be entitled to seek
judicial relief unless: (i) it has first received City Manager's written decision, approved by the
City Commission if the amount of compensation hereunder exceeds $4,500, or (ii) a period of
sixty (60) days has expired, after submitting to the City Manager a detailed statement of the
dispute, accompanied by all supporting documentation (90 days if City Manager's decision is
subject to City Commission approval); or' (iii) City has waived compliance with the
procedure set forth in this section by written instruments, signed by the City 1Vfanager.
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14: CITY'S TERMINATION RIGHTS:
- A. The City shall .have the right to terminate this Agreement, in its sole .discretion, at any
time, by giving written notice to Provider at least five (5) business days prior to the effective
date of such termination. In such event, the City 'shall .pay to Provider compensation for
services. rendered and expenses incurred grior..to the effective date of termination. In no
• event shall the City be ai~ble,.to Provider for any additional compensation, other than that
provided herein, or for any consequential or_incidental damages. The City shall have ,the
right to terminate this, Agreement, without notice to Provider, upon the occurrence of an
event of default hereunder.. ~ =
• 15. NONDISCRIMINATION: Provider represents and warrants to the .City that Provider does"~"-=~"""
not and will not engage in discriminatory practices .and that there shall be no discrimination ~ ~ -
in connection with Provider's performance under this„Agreement on account of race, color, ~~ :.= ~- = ~=:
sex, religion, age, handicap, marital status or national origin.:.Provider further covenants that
no otherwise qualified individual shall, solely, by reason. of his/her race, color, sex, religion,
.age, handicap,' marital status or national origin,;be excluded from participation in, be denied
services, or be subject to discrimination. under any provision of this Agreement.
16. MINORITY AND ~ WOMEN BUSINESS AFFAIRS AND PROCUREMENT
PROGRAM: The City has established a Minority and Women Business Affairs and
Procurement .Program (the "M/WBE ..Program") designed to increase the volume • of City
procurement and contracts with Blacks,-Hispanic and Women-owned business.. The M/WBE
Program is found in Ordinance No. 10062, a copy of which has been delivered to, and receipt
of„which i hereby acknowledged by, Provider. Provider understands and agrees that the City.
shall have the' right to terminate and cancel this Agreement, without notice or penq~alty to the
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City, and to eliminate Provider from consideration and participation in future City contracts if - --
Provider, in the preparation and/or submission of the Proposal, submitted false of misleading
information as to its status as Black, Hispanic and/or Women owned business and/or the
quality and/or type of minority or•women owned business participation.
17. ASSIGi~1MENT: This Agreement shall no[ be assigned by Provider, in whole or in part,
without the prior written consent of the City's, which may be withheld or conditioned, in the .
City's sole discretion.
I$. NOT_ ICFS: All notices or other communications required under this Agreement shall be in .
writing and shall be given by hand-delivery or by registered or certified U.S. Mail, return ~ ~~:~ ...: .
receipt requested, addressed to the other party at the address in jicated herein or to such other ~-~~_~-^r_~-.--
address as a party may designate by notice given as herein provided. Notice shall be deemed ~ ~ =
given on the day on which personally delivered; or, if by mail, -on the fifth ~ day after being -: - ~ = ; :..~
posted or the date of actual receipt, whichever is earlier.
TO PROVIDER:
Mr. Cliff Christopher (or designee)
Government Sales Coordinator
NAPA Auto Parts, Miami Local Office
9250 NW 58 Street
Miami, FL 33178
TO THE CITY:
Mr. Alan Savarese
Fleet Manager
City of Miami
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General Services Administration
1390 NW 20 Street
and
Genuine Parts Company
2999 Circle 75 Parkway
Atlanta, GA 30339
Attn: Corporate Counsel
Telephone: (770) 953-1700
Fax: (770) 956-2216
Miami, FI,.33142
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•• • 19: MISCELLANEOUS PROVISIONS:
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- A. This Agreement.shail be construed and enforced according to the laws of the State of
Florida.
B. Title and paragraph headings are for convenient reference and are not a part of this
Agreement.
. C. No waiver or breach of any provision of "this Agreement shall constitute a waiver of
any subsequent breach of the same or any other provision hereof, and no waiver "shall be
effective unless"made in writing. ~_
D. Should any provision, paragraph, sentence,"" word or~ phrase contained in this ~ _
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Agreement be determined by a court of competent jurisdiction to be invalid, illegal or` ~~~~,~"~="
otherwise unenforceable ..under the-.laws of the State of Florida or .the City of Miami, such ~ "~ "„
provision, paragraph, sentence, "word or phrase shall be deemed modified to the extent ~~ ~- ~":'
necessary in order to conform with such laws, "or if .not modifiable, then same shall be
deemed severable, and in either event, the remaining terms and provisions of this Agreement
_ ~ shall remain unmodified and in full force and effect or limitation of its use.
E. This Agreement constitutes the sole and entire agreement between the parties hereto.. _ .
No modification or amendment hereto shall. be valid unless in writing and executed by
properly authorized representatives of the parties hereto.
20. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto,
their,heirs, executors', legal representatives, successors,. or assigns.
21. INDEPENDENT CONTRACTOR: Provider has been procured and is being. engaged to
.provide. services to the City as an indzpendent:con[ractor, and not as an agent or employee of
the City. .Accordingly, Provider shall not attain; nor be entitled to, any rights or .benefits
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under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded
classified or unclassified employees. Provider further understands that Florida Workers'
Compensation benefits available to employees of the City are not available to Provider, and
agrees to provide workers' compensation insurance for any employee or agent of Provider
rendering services to the City under this Agreement.
22. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability
of funds and continued authorization for program activities and the Agreement is subject to
amendment or termination due to lack of funds, reduction of funds and/or change in
.~
regulations, upon thirty (30) days notice..
23. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and only ;:r:;.:_ ,s ~.
agreement of the parties relating to the subject matter hereof and correctly set forth the rights, :::.-
duties, and obligations of each to the other as of its date. Any prior agreements, promises, ~== -==== -
negotiations, or representations not expressly set forth in this Agreement are of no force or
effect.
24. COUNTERPARTS: This Agreement may be executed in two or more counterparts, each of
which shall constitute an original but all of which, when taken together, shall constitute one
and the same agreement.
25. APPROVAL BY THE OVERSIGHT BOARD: The State of Florida has appointed an
Emergency Financial Oversight Board (the "Oversight Board") which is empowered to
review and approve all pending City of Miami contracts. As a result, contracts shall not be
binding on the City until such time as they have been approved by the Oversight Board.
Execution of this Agreement by the City Manager shall constitute evidence of its approval by
the Oversight Board.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their respective officials thereunto duly authorized, this the day and year above
written.
"Cit "
y,
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CITY OF MIAIVII, a municipal . '
ATTEST• ~ ;i 1. 1 ,. 'corporation
~ ; ~ .. _.
Walter Foeman, City Clerk : ;; . ~.. ' , ~-4 • Donald H. Warshaw, City Manager - ~ .;- -
-~._-.-.
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"Provider" - . ; . .
ATTEST: ~ ~ • CrE~t~i~.IE ~AZt'S CoMQ~~Y ,
• ~ - , a ~ ~eo~a. a,. corporation .-. -.... -_
C~~ C.Q ... B . ~ . .. . .. - .
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Print Name: „ p.~ I ~~,~, ~ Print Name: 5 c o"T'C C . 5 r~ m-t '
. Title: Corporate Secretary _ : Title: uPresident .
V~ ~e. ..
APPROVED AS TO FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: , ~ ~ RE UIREMENTS:
~~
ANDRO VILA LL ~~ MARIO SO VILLA
. C' Attorney - C~~n, Administraior
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Risk Management -
ATTACH~ti11/NT "A"
1. All terms and conditions contained in said RFP and the vendor's response to said RFP shall
be and are a part of this attachment as if fully contained herein, except where specifically
noted.
2. PROVIDER will establish On Site Store(s) at the CITY location(s) detailed in the RFP.
a. Additional locations of the CITY may be added to this Agreement but only by a
written amendment executed and agreed to by both the CITY and PROVIDER. '
3: PROVIDER shall have the following duties.:and responsibilities during the term of this
Agreement: ~ _ -
a. PROVIDER will operate the On Site Store(s) and provide equipment and inventories - ~.
to service the vehicle parts needs of the CTTY'S now existing locations. PROVIDER shall - ~..-- -- -
provide all personnel required to operate the On Site Store(s); -
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b. In those circumstances when delivery is required by CITY, PROVIDER will provide~_ := == ::~::_~:
parts to CITY'S locations on a daily route basis. PROVIDER will make all reasonable-_ ~~~~..=.:, :-~-
efforts to ensure prompt delivery to the CTTY's location(s) requesting part(s); - -
,_:,. -:
c. PROVIDER shall provide all computers and reports necessary to monitor monthly- _~~_::
expenses. PROVIDER shall provide computer ordering and cataloging to each On Site ~ ~ ~. -
Store; ~ ` -
d. PROVIDER shall provide a profit and loss statement of the parts operations to the -
CTTY on approximately the fifteenth (IS`~) of each month for each On Site Store;
e. PROVIDER shall provide - back-up emergency service which is reasonably
commercially necessary by salaried management employees, at no cost to the City, during -
non-working hour contingencies. If the CITY deems that additional manpower is required,
hourly employees will be called in and the overtime expense (calculated at time and one
half) will be charged on a cost basis to CITY. PROVIDER will provide a list of salaried -
personnel, including telephone numbers, who will respond to emergency service requests.
f. PROVIDER may use any sub-contractor that is mutually agreeable for any outside
maintenance service.
4. CITY shall have the following duties and responsibilities during the term of this Agreement:
a. CITY shall provide, at their sole expense, usable space for PROVIDER'S On Site
Store(s) and inventory. CITY shall provide access to restroom facilities for PROVIDER
employees. Further, CTTY shall furnish, at its sole expense, all utilities for the On Site
Store(s) including: water, sanitation, sewer, light, heat, gas, electricity, power, fuel, janitorial
and all other utilities and services rendered or delivered to the On Site Store(s) whatsoever.
b. CITY shall use PROVIDER as its Primary Supplier of tleet and automotive parts
under this Agreement. CITY reserves the right to purchase any item outside this Agreement
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where it is determined to be more economical or timely so long as the purchase of aforesaid
part or parts does not result in PROVIDER no longer being. CITY's Primary Supplier.
c. Each On Site Score location shall be appropriately secured or otherwise maintained
separate and apart from the business of CITY. There shall be no intermingling of CITY's
parts or other inventory with PROVIDER's parts or inventory. Access to~the secured On-
Site Store shall be restricted to PROVIDER employees and authorized PROVIDER '
representatives only. CTTY'S employees, contractors or~agents shall not be permitted to '
enter the secured On-Site Store area.
PROVIDER and CITY 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). l:n the event that CITY for any .
reason wishes to remove or replace any of the PROVIDER personnel in the On Site Store(s),
the parties will attempt to resolve CTTY's request by mutual agreement. If PROVIDER and
the CITY fail to mutually resolve a personnel issue as set forth in this Section, PROVIDER . .
will decide. the issue in its sole discretion and this decision will not be subject to the -~ =
arbitration process established in Section 9 below.- ~ ~ ~ -..~
Provider agrees that all items shall include full manufacturer's warranties and guarantees. All ~;,.:_:.~_ ~_ .
defects must be inspected by the manufacturer's representative before any claims or credits ~~~:=_ =~` ° ~~ ~= ~-
can be issued. Provider will have on file or obtain warranty conditions from the - -- - -- - _
manufacturers on all parts, components, and assemblies and make them available. to the City . =:~::_==_ __~_
when a defeccis alleged. Provider will facilitate collecting warranty payments or'repairs. -.~ - ~ "
Provider agrees to maintain warranty records of items sold to the City, (the TAMS computer ~_- _- -- ` -;
will store all transactions for a period of one year, at whiich time transactions will be , _ __ _
transferred to disk for later retrieval). Any credits due will be issued as covered by the
manufacturer. under the warranty.:. ~ - - --
8. PROVIDER may terminate this Agreement'for cause upon the occurrence of any of the
following events: '
a: The ,failure or refusal of CITY to pay any amounts owed to PROVIDER required
under this Agreement and/or on its account with PROVIDER when due, and such failure or
refusal to pay continues for thirty (3Q) days after written notice by PROVIDER to CITY that
such payment is-past dae; ~ '
b. The failure or refusal by CITY to perform any other obligations required under this
Agreement, and such failure or refusal continues for thirty (30) days after written notice by
PROVIDER to~CTTY demanding performance of said obligations; ~ '
c. The 'failure or refusal of CITY to use PROVIDER as'its Primary Supplier of fleet and
.automoti.ve parts;. or ..
d. The filing of any bankruptcy petition by CITY, the filing of any bankruptcy petition
against CITY, or any assignment by CITY of its assets for the benefit of creditors.
e. If"the,CITY'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 CITY's premises.
unusable in the reasonable judgment of PROVIDER:
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9. Immediately upon termination of this Agreement by PROVIDER for cause, all duties,
responsibilities and other obligations of PROVIDER to CITY hereunder shall terminate.
Upon such termination, CITY shall provide access to the On-Site Store to PROVIDER and
PROVIDER shall be permitted to immediately remove all equipment and other items of
personal property owned by PROVIDER from the On-Site Store without being deemed guilty
of trespass or any other violation of the law. Furthermore, CITY shall immediately return to
PROVIDER alt equipment, software, books, records, tools, equipment and any other
personal property owned by PROVIDER in CITY's possession. Upon termination of this
Agreement by PROVIDER or CITY for cause or otherwise or upon expiration of this
Agreement, CITY shall purchase all existing inventory in the On-Site Store at PROVIDER's -
cost.
10. Parts Room Hours of Operation: ~~
a. PROVIDER shall operate the parts room as detailed in the RFP with the following ~ = -
change of business hours; Fire Department Garage 7:00 a.m.- 3:30 p.m. _ .
b. The Parts Room shall normally be closed on all City of Miami observed holidays,
except during overtime or emergency operations. These holidays normally include:
New Year's Day
Washington's Birthday
Memorial Day
Independence Day
Labor Day
Dr. Martin Luther King's Birthday
Columbus Day
Veteran's Day
Thanksgiving Day
Day after Thanksgiving
Christmas Day
c. The City reserves the right to change operating hours as necessary for the efficiency
of the operation. Five (5) working days will be given as notification so PROVIDER can staff
accordingly. t _
d. - PROVIDER shall operate or conduct business within the parts room during the City's
working hours, unless specific provisions for off-hours entry is approved in advance.
e. PROVIDER agrees to open the parts room operation when overtime and emergency
conditions require. The City will designate appropriate authorizing agents for initiating
overtime operations and PROVIDER shall be able to establish parts operations within one
(1) hour of notification.
11. PROVIDER shall provide the following staffing:
a. GSA: One (1) Facility Parts Manager, two (2) Counter-persons (one for the day shift,
one for the night shift)
b. Fire Garage: One (1) Facility Parts Manager
c. The City will provide an employee to pick-up parts for the contractor if necessary.
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12: Building Alterations:
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a. PROVIDER will be responsible for alterations to its physical space as it may
determine to be needed. The City shall not be responsible for any alteration costs unless
specifically agreed to in writing in advance by the City,..
b. Any modifications~to the building are subject to approval by the City and all
applicable building'codes, permits, etc.. The cost for said modifications shall be bowie by
PROVIDER. ~ •' •
e. AlI•, fixed improvements made to the facility shall belong to the City, regardless of the
source of funding for said improvement, and at the; conclusion of the contract, shall remain
in place. Any personal-property items, furniture, shelving or equipment not of fixed nature,
which was purchased or owned by the contractor maybe removed by the contractor at the
end of the contract. Any personal property items left for more.than thirty days beyond
contract termination shall be considered abandoned in place, and shall then transfer to the
ownership of the City. ~ ._
d. Upon contract termination, PROVIDER-shall remove any and all trash, chemicals,
used oil or other waste products or materials it had responsibility for under the contract. Any
such waste products or materials left by PROVIDER for more than thirty days after contract ~- ~;~: -~. _:
termination may be removed by City and the removal cost deducted from the City's f nal .: ~~ _; _. _ _: _
contract payment to PROVIDER. ~ ;= -- -
e. During the course of the contract, at least annually, PROVIDER shall provide the City ..
with a written inventory of its on-premises equipment to avoid any conflicts or ~ .
misunderstandings concerning appropriate ownership.
13. Parts Inventory:
a. The City agrees to utilize NAPA brand parts and supplies to the extent available for
its parts/supply needs unless and until the City determines that a NAPA part is not suitable
to the task, or unless use of any NAPA part in place of OEM part would void warranty on a
vehicle. For this section, "suitability" shall mean `that the part or product has sufficient,
quality,. durability and reliability to meet the City's applications.
b. ~ For City equipment requiring uncommon parts, the City will assist PROVIDER in
determining suggested min/max stock quantities. If PROVIDER feels any such stock.
quantities may be unreasonable, PROVIDER may adjust the quantities providing the
demand ratios stipulated in the RFP are adhered to. .
c. PROVIDER shall stock the necessary parts, tires, lubricant, etc. needed [o maintain
the City fleet at levels necessary to satisfy the demand ratios stipulated in the RFP.~The City
reserves the right to purchase these items if PROVIDER is unable to provide them. In the
event the City is required to purchase items on its own, they will be specially labeled as City
.property; placed in the PROVIDER stockroom and issued without charge to the City.- .
d.. PROVIDER shall be responsible for any and all costs associated with moving,
arran~in~ and consolidating the existing inventory.
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14. Furnishings:
a. PROVIDER may utilize any desks; chairs and shelving currently in place at the
garage parts rooms. PROVIDER may provide its own furnishings to the parts room,
including desks, chairs, parts shelving. Any City items currently in place not needed by
PROVIDER shall be returned to the City.
b. At the start of contract operations, PROVIDER shall provide the City with a listing of
the furnishings it brings in which shall remain the property of PROVIDER.
c. PROVIDER shall mark its furnishings to indicate its ownership. PROVIDER should
indicate which City furnishings are not needed so that the City may remove them from the
site.
15. Uses of Premises:
a. The premises shall be used to conduct an automotive parts supply business operation
solely for the benefit of the City of Miami. Any other use of the premises not directly ~ .
involved in serving the official needs of the City is prohibited, unless the City managerial _
officials specifically authorize another use.
16. Maintenance: - . - - ~ : -.
a. PROVIDER shall be responsible for daily routine cleaning within the parts room and ~ __ ~ , _ = -
disposal of trash in a dumpster provided by the City at the property location. The City will be-
responsible for all building maintenance, such as electrical, mechanical, plumbing and . _ _ .-
structural and roofing. In addition, the City will be responsible for all maintenance to the _
parking area and grounds. - -
b. PROVIDER may dispose of cardboard containers, as well as paper products in the
recycling dumpsters provided by the City.
17. Access to Premises:
a. The City shall have the right to enter the premises to make periodic inspections,
provide necessary services and maintenance. In case of emergency (burglary, fire, etc.) the
City may enter the premises without PROVIDER's consent. PROVIDER shall supply keys .
to allow the City personnel entry for such emergency purposes.
18. CITY shall, at all times during the term of this Agreement, at CTI'Y'S sole expense, maintain
in good condition and repair (so as to prevent any damage or injury to PROVIDER'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(s) and all portions of the electrical
and plumbing systems lying outside the On Site Store(s) but serving the On Site Store.
19. PROVIDER agrees that, while on the City work sites, all supervisors and workers utilized in
the fulfillment of the terms of this Agreement, will comply with ail applicable City Health
and Safety Rules and Regulations and OSHA standards. This includes the use of appropriate
personal protective equipment. PROVIDER also agrees to observe all applicable regulations
as while performing work under this Agreement.
20. PROVIDER certifies that any equipment with required safety features sold under this
Agreement and with proper customer use, meets current OSHA requirements, ®®_
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- 21.-Parts Transactions: '
a. PROVIDER shall not provide any part or-supply item to City employees unless
presented with. a valid repair order for inventory items at which time, PROVIDER shalt
.generate a parts requisition to be signed by the.respectiye City employee.
b. PROVIDER shall not order any special order parts for City employees unless
presented with..a "Special Order Parts Requisition" form signed by Fleet Superintendent and
approved by Fleet Manager or designee.
c. On a daily basis, PROVIDER shall issue a summary of parts or supplies issued under
each operating account it serves, such summary listing: ., '
Requisition Number - Vehicle Number
Repair Order Number Part Number(s)
Vehicle Odometer ~ Part(s) Quantity ~ '
Part(s) Description Parts(s) Unit Price ~ .
Daily Parts Cost Total DatelTi~me
Parts Cost Total.for Requisition Name of Requisitioning City Employee - - - _--.
22. Parts Billing: ~ .
a. PROVIDER shall invoice the City at the end ~ofeach calendar month for each billing - .
.account established. Billing will be separated by.usng department and will include only. ~ -
thoseitems actually purchased for that month.
b. City payment ternns will be net 30 days from receipt of invoice.
23.Other City Supplies:
a. PROVIDER agrees to stock items of common supply. Such supplies may include but
are not limited to: work gloves, hand soap, trash bags,-toilet paper, paper towels, paper cups,
Gatorade, mechanics hand tools, such as wrenches, sockets, hammers,:pliers, etc. Such _
supplies, like parts, shall only be dispensed upon presentation of an appropriate requisition,
• identifying the receiving employee name and signature.
b. A monthly invoice shall be presented to the City in such form as to clearly show the .
cost; quantities and types of products purchased by each respective user. The invoice shall be
supported by requisition copies bearing. the receiving signatures. One invoice covering all
outside suppliers may be acceptable if,it can adequately segregate uses and costs by user.
'24. Hazardous Materials:
a. PROVIDER shall not keep or have on the prenuses any article or product of a
dangerous, inflammable or explosive character thacnught substantially increase the danger
of fire on the premises or that might be considered hazardous except as needed to service the
fleet maintenance supply needs of the City. Anysuch .product(s) shall be stored in a suitable
location as to'protect site personnel from its hazards and must meet. all DERM regulations.
In addition PROVIDER shall maintain on site Material Safety Data Sheets for all such
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• products and shall conform to.all applicable Federal, State and Local laws and regulations
regarding the transportation, storage and handling of all such materials.
b. PROVIDER shall properly dispose of any and all waste stream material generated by
The City's Fleet Facility. PROVIDER further agrees to recycle any and all materials capable
of being recycled, such as, but not limited to antifreeze, oil, cleaning tank solvents, paper;
tires, etc. PROVIDER agrees to properly maintain and store on site all disposal manifests
and make them available for inspection by the City or any enforcement agency, state, local
or federal upon request.
2~. Destruction or Condemnation of the Premises:
a. In the event the premises are, wholly or partially destroyed in a .manner that prevents
the City's use of the site in the normal manner, and the site is determined to be repairable to
operating status within sixty days, PROVIDER and the City will agree to cooperate in
making all reasonable accommodations to operate under limited circumstances while repairs
are made. -
b. If repairs cannot be made within.a sixty day period, or if a decision is made to rebuild
the garage site entirely, PROVIDER may seek to be released from any continuing obligation ~~:: ~ .
to service the City's parts needs until such time as it can set up its operation in the restored =~ --.~`: =-= ~~ .
operation facilities.
26. 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.
27. All other aspects of the contract and of the parts operation, not otherwise addressed herein
shall be governed by the terms of the specifications of the RFP and by PROVIDER's
proposal to said RFP.
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ATI'ACI-I1~IENT "B"
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-1) Pricing:
a) PROVIDER will sell its parts in accordance to the pricing proposal contained within the
RFl?, which is incorporated in this document and made a part herein.
b) PROVIDER shall supply the. City its "Master Installer" price level and current price lists
at all times. •-
c) For'OEM parts or other'non-NAPA parts which the City may require, PROVIDER will
purchase and stock such items as PROVIDER and the City Fleet Manager or designee
shall determine appropriate: PROVIDER may charge such parts to the City on acost-plus.
markup basis of 25%. Such margin shall be maintained fora period of six months in
order to develop PROVIDER'S actual work history with turnover rate of such parts.
d) After six months of history has been developed, PROVIDER shall propose a revised cost-
plus markup, basis for non PROVIDER parts with supporting documentation. Upon _
agreement by both parties to a revised markup basis, such revision shall be incorporated ` ~ -
into the Agreement as an amendment. PROVIDER's requirement of a 10% net profit _
shall remain in effect throughout the term of .this contract. , ~ ,
e) The City will perform quarterly audits on PROVIDER'S .profit and losses and. all profits -
over 10% net will be refunded or credited to the City within 30 days.
f) PROVIDER shall supply to the City any and/or. all documents, printouts, statements, etc:
necessary to properly audit the cost accounting. method of pricing as stated in the RFP. •
g) The City uses retreaded tires in certain applications. PROVIDER will use old casings
supplied by the City and issue a credit for the tire casings. Credits will be deducted from ~ .
the cost of the new retreaded tire.
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NAPA('nntn~~Final:~lnt• '
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In-House Parts Operations
INCREASE OF CONTRACT
ITEM:
DEPARTMENT:
TYPE OF PURCHASE:
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General Services Administration
Increase in total contract amount
REASON: The General Services Administration portion of the
original amount of the NAPA Agreement was based
on the budgeted amounts in eight (8) specific
accounts, rather than actual expenditure levels of all
sixteen (16) accounts, which fund these
expenditures.
RECOMMENDATION: It is recommended that the City Manager execute
Amendment No. 1 to an existing agreement with
Genuine Parts Company d/b/a NAPA Auto Parts
for the provision of in-house parts operations in
partnership with the Departments of Fire-Rescue
and General Services Administration to provide for
increases in the contract as follows: (1) an increase
in an amount not to exceed $125,000, from
$1,523,236.50 to $1,648,236.50, for the contract
year beginning March 5, 1999 through March 4,
2000; and (2) an increase in the total amount not to
exceed $617,000, from $1,648,236.50. to
$2,265,236.50, for the contract year beginning
March 5, 2000 through March 4, 2001, allocating
funds therefore from the Department of General
Services Administration Account Nos.
503001.420905 and 509000.420901, and Fire-
Rescue Account No. 001000.280701, subject to
availability of funds.
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