HomeMy WebLinkAboutProfessional Services AgreementPROFESSIONAL SERVICES AGREEMENT
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This Agreement is entered into this %Z day of AwayST , 2003 (but effective as of
by and between the City of Miami, a municipal corporation of the State
of Florida ("City" _and Genuine Parts Company, d/b/a NAPA Auto GeorL-ia
corporation authorized to transact business in the State of Florida ("Provider' ,
RECITAL
A. The City has issued Request for Proposals ("RFP") No. 01-02-245, 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. 03-136, adopted on
July 17, 2003, 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:
TERMS
1. RECITALS: The recitals are true and correct and are hereby incorporated into and made
a part of this Agreement.
RFP Form-NAPA-Law-Purchasing(2)
2. 1 TERM: The term of this Agreement shall be two (2) years commencing on the
effective date hereof. The effective date is the date of execution.
3. OPTION TO EXTEND: Upon expiration of the initial term, this Agreement
automatically renews upon the same terms and conditions for two (2) successive two (2) 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 of the initial term or any renewal term
hereunder. However, the City's renewal will be automatically null and void if there are not
sufficient available and appropriated funds at the commencement of any fiscal year. The City
shall have the option to renew subject to the availability and appropriation of funds. City
Commission approval shall not be required as long as the total extended term does not exceed a
total of four (4) years.
4. SCOPE OF SERVICE:
A. Provider agrees to provide the Services as specifically described, and under the
special terms and conditions set forth in the Solicitation Documents and Exhibit "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 Exhibit "A" expressly 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
this Agreement 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 to 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
RFP Form-NAPA-Law-Purchasing(2) 2
times during the term hereof, fully qualified and trained to perform the tasks assigned to each;
and (iv) the Services will be performed in the manner described in the Solicitation Documents
and Exhibit "A".
5. COMPENSATION:
A. The amount of compensation payable by the City to Provider shall be based on the
rates and schedules described in the Solicitation Documents and Exhibit "A" hereto, which are
all by this reference is incorporated into this Agreement; provided, however, that in no event
shall the amount of compensation exceed $2,500,000.00 per contract year.
B. Unless otherwise specifically provided in the Solicitation Documents and Exhibit
"A", payment shall be made within thirty (30) days after receipt of Provider's invoice, which
shall be accompanied by sufficient supporting documentation and contain sufficient detail, to
allow a proper audit of expenditures, should City require one to be performed. If Provider is
entitled to reimbursement of travel expenses, then all bills for travel expenses shall be submitted
in accordance with Section 112.061, Florida Statutes.
6. OWNERSHIP OF DOCUMENTS: Provider understands and agrees that any
information, document, report, data or any other material (collectively "documents") whatsoever
which is given by the City to Provider or which is otherwise obtained or prepared by Provider
pursuant to or under the terms of this Agreement is and shall at all times remain the property of
the City. Provider understands and agrees that any property or equipment whatsoever which is
given by the City to Provider pursuant to or under the terms of this Agreement is and shall at all
times remain 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
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City, which may be withheld or conditioned by the City in its sole discretion. If Provider fails to
materially comply with this requirement, the City may withhold payments until documents are
received by the City or, at the City's option, failure to furnish such documents may cause the City
to cancel this Agreement.
7. AUDIT AND INSPECTION RIGHTS:
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 and records of Provider which are directly 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 conform to the
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. All tests and inspections shall be subject to, and made in
accordance with, the provisions of Section 18-101 of the Code of the City of 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 not offered to pay, paid, or agreed to pay any person any fee,
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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 entities 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 laws, codes and
ordinances as they may be amended from time to time.
11. INDEMNIFICATION: Provider shall indemnify, defend and hold harmless the
City and its officials, employees and agents (collectively referred to as "Indemnitees") and each
of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including
attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or
death of any person or damage to or destruction or loss of any property arising out of, resulting
from, or in connection with (i) the performance or non-performance of the services contemplated
by this Agreement which is or is alleged to be directly or indirectly caused by any wrongful act,
omission, default or negligence (whether active or passive) of Provider or its employees, agents
or subcontractors (collectively referred to as "Provider"), or (ii) the failure of the Provider to
comply with any of the paragraphs herein or the failure of the Provider to conform to statutes,
RFP Form-NAPA-Law-Purchasing(2) 5
ordinances, or other regulations or requirements of any governmental authority, federal or state,
in connection with the performance of this Agreement. Provider expressly agrees to indemnify
and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be
asserted by an employee or former employee of Provider, or any of its subcontractors, if
applicable and as provided above, for which the Provider's liability to such employee or former
employee would otherwise be limited to payments under state Workers' Compensation or similar
laws, except for causes of action arising from the negligent acts or omissions of City.
12. DEFAULT: If Provider fails to comply with any term or condition of this Agreement,
or fails to perform any of its obligations hereunder, then Provider shall be in default. Upon the
occurrence of a default hereunder the City, in addition to all remedies available to it by law, may
immediately, upon written notice to Provider, terminate this Agreement. Provider understands
and agrees that termination of this Agreement under this section shall not release Provider from
any obligation accruing prior to the effective date of termination.
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 to seek judicial relief in connection therewith. In the event that the
amount of compensation hereunder exceeds $50,000, 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 $50,000, 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
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City Commission approval); or (iii) City has waived compliance with the procedure set forth in
this section by written instruments, signed by the City Manager.
14. 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 prior to the effective date of termination. In no event shall the
City be liable to Provider for any additional compensation, other than that provided herein, or for
any consequential or incidental damages.
B. The City shall have the right to terminate this Agreement, without notice to
Provider, upon the occurrence of an event of default hereunder. An event of default includes,
without limitation, Provider's failure to comply with any requirement of this Agreement, and/or
failure to maintain the required insurance.
C. PROVIDER may terminate this Agreement for cause upon the occurrence of any of the
following events: (i) the failure or refusal of the 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 (30) days after written notice by Provider to the City that such
payment is past due; (ii) the failure or refusal by the 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 the City demanding performance of said obligations,
15. INSURANCE: Provider shall, at all times during the term hereof, maintain such
applicable insurance coverage as set forth in the RFP. All such insurance shall be subject to the
RFP Form-NAPA-Law-Purehasing(2) 7
approval of the City for adequacy of protection and evidence of such coverage shall be furnished
to the City on Certificates of Insurance indicating such insurance to be in force and effect and
providing that it will not be canceled during the performance of the services under this contract
without thirty (30) calendar days prior written notice to the City. Completed Certificates of
Insurance shall be filed with the City prior to the performance of services hereunder, provided,
however, that Provider shall at any time upon request file duplicate copies of the policies of such
insurance with the City.
If, in the reasonable judgment of the City, changes in 4he scope of services provided by
Provider upon the mutual consent of the Provider and the City warrant the provision by Provider
of additional liability insurance coverage or coverage which is different in kind, the City reserves
the right to require the provision by Provider of an amount of coverage different from the
amounts or kind previously required and shall afford written notice of such change in
requirements thirty (30) days prior to the date on which the requirements shall take effect.
Should the Provider fail or refuse to satisfy the requirement of changed coverage within thirty
(30) days following the City's written notice, this Contract shall be considered terminated on the
date that the required change in policy coverage would otherwise take effect.
16. 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.
RFP Form-NAPA-Law-Purchasing(2) 8
17. 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 is hereby acknowledged by, Provider. Provider understands and agrees that the City shall
have the right to terminate and cancel this Agreement, without notice or penalty to the 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.
18. ASSIGNMENT: This Agreement shall not be assigned by Provider, in whole or in
part, without the prior written consent of the City Commission, which may be withheld or
conditioned, in the City's sole discretion.
19. NOTICES: 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 indicated herein or to such other
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.
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TO PROVIDER:
Mr. Michael Conroy (Designee)
Government Sales Coordinator
NAPA Auto Parts, Miami Local Office
9250 N.W. 58 Street
Miami, Florida 33178
Genuine Parts Company
2999 Circle 75 Parkway
Atlanta, GA 30339
Attn: Corporate Counsel
20. MISCELLANEOUS PROVISIONS:
TO THE CITY:
Mr. Alan Savarese
Fleet Manager
City of Miami Municipal Services
1390 N.W. 20 street
Miami, Florida 33142
Mr. Glenn Marcos
Director/Chief Procurement Officer
Purchasing P epartment
444 SW 2 Avenue
Miami, Florida 33130
A. This Agreement shall be construed and enforced according to the laws of the State
of Florida. Venue in any proceedings arising out of this agreement will be in Miami -Dade
County, Florida. In order to expedite the result of any proceedings the parties voluntarily agree
to waive their right to demand a jury trial in any proceedings between them arising out of this
agreement.
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
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
RFP Form-NAPA-Law-Purchasing(2) 10
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 frill
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.
21. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties
hereto, their heirs, executors, legal representatives, successors, or assigns.
22. INDEPENDENT CONTRACTOR: Provider has been procured and is being
engaged to provide services to the City as an independent contractor, and not as an agent or
employee of the City. Accordingly, Provider shall not attain, nor be entitled to, any rights or
benefits 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 of Provider rendering
services to the City under this Agreement. Provider shall further require its agents providing
services hereunder to provide the requisite workers' compensation insurance for their respective
employees.
23. 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.
RFP Form-NAPA-Law-Purchasing(2) 11
24. REAFIRMATION OF REPRESENTATIONS: Provider hereby reaffirms all of the
representations contained in the Solicitation Documents.
25. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and
only 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.
26. 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.
27. SPECIAL INSURANCE AND INDEMNIFICATION RIDER: Please initial if
applicable: Not Applicable
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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.
ATTEST:
"City"
CITY OF MIAMI, a municipal
cot
By:
;Priscilla A. Tho son, qty Clerk
ATTEST:
"Provider"
Genuine Parts Company,
a Georgia corporation
By:
Print Name: (Q,rC) Print Name: Scott' c . sm rm
Title: Corporate Secretary % Title: -lit r Ampir x " cttepiATir Ly14--
(Affix Corporate Seal)
APPROV S TO AND APPROVED AS TO INSURANC
CC T SS: REQ
aoDp
Alej n o Vilarello iane J. Ericson
Cih Attorney Director of Risk Managemen
RFP Form-NAPA-Law-Purchasing(2) 13
EXHIBIT "A"
1) This Contract Agreement is made pursuant to and in accordance with the provisions
of the City of Miami Request for Proposals 01-02-245. All terms and conditions
contained in said RFP and the vendor's response to said RFP shall be and are a part of
this agreement as if fully contained herein, except where specifically noted.
2) 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 NAPA can
staff accordingly.
3) NAPA 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.
4) NAPA agrees to open the parts room operation when overtime and emergency
conditions require. The City will designate appropriate authorizing agents for
initiating "call -out" operations and NAPA shall be able to establish parts operations
within one (1) hour of the call -out. This overtime expense is subject to the 10% net,
profitability goal of this contract.
5) Staffing - Recommended:
a) GSA: One (1) Facility Parts Manager, two (2) Counter -persons (one for the day
shift, one for the night shift), one (1) driver/runner.
b) Fire Garage: One (1) Facility Parts Manager or equivalent.
Page 14of 27 18June03
Exhibit A -NAPA
c) The City reserves the right to utilize city employees to assist with miscellaneous
functions and errands to help reduce costs by using light/limited duty city
employees.
6) Building Alterations:
a) NAPA 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 all applicable building codes,
permits, etc. and the cost for such shall be borne by NAPA.
c) All 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
may be 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, NAPA 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 NAPA for more than thirty days after
Page 15of 27 18June03
Exhibit A -NAPA
contract termination may be removed by City and the removal cost deducted from
the City's final contract payment to NAPA.
e) During the course of the contract, at least annually, NAPA shall provide the City
with a written inventory of its on -premises equipment to avoid any conflicts or
misunderstandings concerning appropriate ownership.
7) 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) Non -NAPA Parts and Products:
i) For City equipment requiring uncommon parts, the City will assist NAPA in
determining suggested min/max stock quantities. If NAPA feels any such
stock quantities may be unreasonable, NAPA may adjust the quantities
providing the demand ratios stipulated in the RFP are adhered to.
c) NAPA shall stock the necessary parts, tires, lubricants, etc. needed to 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 NAPA is unable to provide
them. In the event the City is required to purchase items on its own, they will be
Page 16of 27 18June03
Exhibit A -NAPA
specially labeled as City property, placed in the NAPA stockroom and kept
separate from the NAPA inventory, and issued without charge to the City.
8) Furnishings:
a) NAPA may utilize any desks, chairs and shelving currently in place at the garage
parts rooms. NAPA may provide its own furnishings to the parts room, including
desks, chairs, parts shelving and computer equipment.
b) At the start of contract operations, NAPA shall provide the City with a listing of
the NAPA owned furnishings (which shall remain the property of NAPA).
c) NAPA shall mark its furnishings to indicate its ownership. NAPA should indicate
which City furnishings are not needed so that the City may remove them from the
site.
9) 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.
10) Maintenance:
a) NAPA 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,
Page 17of 27 183une03
Exhibit A -NAPA
mechanical, plumbing and structural and roofing. In addition, the City will be
responsible for all maintenance to the parking area and grounds.
b) NAPA may dispose of cardboard containers, as well as paper products in the
recycling dumpsters provided by the City.
11) Access to Premises:
a) Subject to NAPA's consent, which shall not be unre4sonably withheld, the City
shall have the right to enter the premises while accompanied by NAPA personnel
to make periodic inspections, provide necessary services and maintenance. In
case of emergency (burglary, fire, etc.) the City may enter the premises without
NAPA's consent.
12) Safety:
a) NAPA 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 all
applicable industry and safety standards. This includes the use of appropriate
personal protective equipment. NAPA also agrees to observe all applicable
regulations as while performing work under this Agreement.
b) NAPA certifies that any equipment with required safety features sold under this
Agreement and with proper customer use, meets current applicable OSHA
requirements.
13) Parts Transactions:
Page 18of 27 18June03
Exhibit A -NAPA
a) All parts transactions shall be captured in the City's computerized FASTER fleet
management maintenance system (FMMS). Information to be captured in the
City's FMMS shall include but is not limited to; quantity issued, parts unit cost,
parts total cost, part description, repair type, mechanic ID and issue date. This
may be accomplished manually or through computer automation. If the
automation option is chosen, it shall be fully automated (requiring no manual
effort on the City's staff) and capture all of the above'information accurately. Any
import transaction errors shall be recorded and NAPA personnel shall be
responsible for correcting the discrepancies within three (3) business days from
the import report date. Verification of error correction shall be provided to the
Fleet Manager or designee.
b) NAPA shall not issue any part or supply item to City employees unless presented
with a valid work order. NAPA shall generate a parts requisition to be signed by
the respective City employee.
c) NAPA 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.
d) NAPA shall not replace aftermarket parts with Original Equipment Manufacturer
(OEM) parts unless approved by the Fleet Manager or designee.
e) Upon request, NAPA shall issue a summary of parts or supplies issued under each
operating account it serves, such summary listing:
Page 19of 27 18June03
Exhibit A -NAPA
Requisition Number
Repair Order Number
Vehicle Odometer
Part(s) Description
Daily Parts Cost Total
Parts Cost Total for Requisition
14) Billing:
Vehicle Number
Part Number(s)
Part(s) Quantity
Parts(s) Unit Price
Date/Time
Name of Requisitioning City Employee
I
a) NAPA shall invoice the City at the end of each calendar month for each billing
account established. Billing will be separated by using department/division: Parts,
Tires, Oil and Lubricants, and Shop Supplies and will include only those items
actually purchased for that month, for transactions occurring between the first and
fifteenth days, and the sixteenth and the end of the month.
b) City payment terms will be 2% / 20, net 30 days from receipt of invoice.
c) With respect to NAPA's profitability, the City and NAPA will jointly review
NAPA's Profit and Loss Statement (P & L) by the 20th calendar day following the
month following the end of the three month periods ending in March, June,
September, and December (quarterly). Any amount in excess of the 10% net
profit goal will be deducted from the next month's gross sales amount on the P &
L; and, any amount below the 10% net profit goal will be added to the next
month's gross sales amount on the P & L, in lieu of a check being issued by
NAPA or the City.
Page2W 27 18June03
Exhibit A -NAPA
d) NAPA agrees that all expenses, except for Cost of Goods Sold, shall not increase
by more than three percent (3%) of the prior calendar year's expenses; unless
circumstances occur that warrant said increases and are mutually agreed upon to
by the City and NAPA.
e) NAPA agrees to notify the City of any and all price changes of items sold to the
City, including NAPA product lines and outside vendors, either via e-mail, or
daily Sales Posted Report
f) The City of Miami shall not be responsible for costs associated with inventory
loss, inventory shrinkage, etc. unless Provider can present a clear case as to why
these cost should be borne by the City.
15) Pricing:
a) NAPA will sell its parts in accordance to the pricing proposal contained within the
RFP. NAPA agrees to notify the City of any price changes as stated in 14) e
above.
b) NAPA shall supply the City its "Master Installer" price level and current price
lists quarterly.
c) For OEM parts or other non -NAPA parts which the City may require, NAPA will
purchase and stock such items as NAPA and the City Fleet Manager or designee
shall determine appropriate. NAPA may charge such parts to the City on a cost-
plus 25% markup basis. The City will perform quarterly audits on NAPA's P &
L. Any amount under or over 10% net profitability will be added to or deducted
Page 21 of 27 18June03
Exhibit A -NAPA
from the following month's Gross Sales amount to adjust profitability to the 10%
contractual goal.
d) Freight charges shall be billed as straight charges billed to the Freight expense line
item on the P&L statement, i.e., not includable in the cost basis to which NAPA
may apply a 25% markup referred to in 15 c) above.
e) NAPA 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.
f) The City uses retread tires in certain applications. NAPA will not bill or charge
for casings supplied by the City.
16) Other City Supplies:
a) NAPA 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, etc. Such supplies, like parts, shall only be dispensed upon
presentation of an appropriate work order, identifying the receiving employee
name and signature. These shall be billed as Shop Supplies.
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 sales slip copies bearing the receiving signatures.
17) Hazardous Materials:
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a) NAPA shall not keep or have on the premises any article or product of a
dangerous, inflammable or explosive character that might 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. Any such
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 NAPA shall maintain
on site Material Safety Data Sheets for all such products and shall conform to all
applicable Federal, State and Local laws and regulations regarding the
transportation, storage, handling and disposal of all such materials.
b) NAPA may be required to coordinate the disposal of any and all waste stream
material generated by the City's fleet facility. NAPA further agrees to arrange for
the recycling of any and all materials capable of being recycled, such as, but not
limited to antifreeze, oil, cleaning tank solvents, paper, tires, etc. NAPA will
instruct the applicable third party that tires, specifically, shall not be land -filled
until all other avenues have been exhausted. NAPA 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.
18) Destruction or Condemnation of the Premises:
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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, NAPA 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, NAPA 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.
19) Assignment and Subcontracting:
a) NAPA shall not assign or subcontract its responsibilities under this Agreement
without the prior written consent of the City.
20) Amendments:
a) This agreement is the result of a Proposal submitted by NAPA to the City in
response to a Request for Proposals. NAPA's proposal contained many additional
options, which the City may wish to accept at a later date, or to revise certain
provisions contained herein, if determined to be in the best interest of the City.
b) Therefore, this Agreement may be amended from time to time during the course
of the contract term, in the mutual best interests of the parties. In such event, the
amendments shall be numbered sequentially, dated, and shall contain narrative
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description of the changes being made and justification therefore, and shall be
signed by authorized representatives of each party.
21) Training:
a) The City reserves the right to opt for NAPA provided training programs relating
to automotive service and maintenance to shop safety training. NAPA agrees to
periodically update its schedule of available programs and provide the City with
applicable pricing.
22) Other:
a) 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 NAPA's proposal to said RFP.
b) In the event the City issues any work authorization, work order, purchase order,
then the City agrees that only the Terms and Conditions of this Agreement shall
prevail and be binding on them unless written modification, change or amendment
of any of the Terms and Conditions hereof is agreed to by the parties in writing
and signed by their authorized representatives and incorporated as a part of this
Agreement by the execution of a Contract Amendment.
23) Code of Conduct:
a) The contractor, consultant or agent must avoid a situation which could be
considered either a conflict of interest or detrimental to the operation or reputation
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of the City. The City may take disciplinary action, including termination of this
Contract and/or disqualification of the party from further work with the City
through debarment proceedings, should the City determine that the party has
participated in such improper activities.
b) Improper activities include, but are not limited to, the following:
•i) Offering, soliciting or accepting gratuities, favors or anything of monetary
value:
(1) To or from any director, officer, employee or agent of the City who
participates in the award or administration of procurement contracts.
(2) To or from any firm or individual doing business with the City, either by
direct contract or indirectly through subcontracts; or firms or individuals
who are pre --qualified for contract work with the City under circumstances
from which it could reasonably be inferred or the party involved believes
that the purpose of the action is to influence the party in the performance
of that party's duty to City.
(3) Using the position of contractor, consultant, bidder or agent with the City
to coerce or attempt to coerce any firm or individual to take an action,
perform a service, participate in an election campaign or the like under
circumstances from which it could reasonably be inferred; or the party
involved believes that the contractor will reward or punish the party's
action using the City's resources.
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(4) Not informing the City, from the time the contractor is first considered by
the City for the potential award of a contract until all such considerations
and contractual arrangements with the City have elapsed, of the
contractor's knowledge of the following:
(a) That a City officer, employee or agent, or members of their immediate
families, or their partners, have a financial or other interest in the
U
contractor's firm; and
(b) That a contractor employs or is considering employment of any person
described under 3a above.
c) Improper activities shall not include:
i) Accepting or offering meals and refreshments in reasonable amounts if
associated with occasional business or social affairs, as per City polices and
procedures.
ii) Accepting or offering promotional items of limited value, provided such items
are solely for advertising purposes, as per City policies and procedures.
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