Exhi bit A
SERVICE AGREEMENT FOR
AUTOMOTIVE PARTS AND SUPPLIES
(City of Norwalk)
THIS SERVICE AGREEMENT FOR SUPPLY AND DELIVERY OF AUTOMOTIVE PARTS AND SUPPLIES (“Agreement”) is made and entered into this 1st day of July, 2024 (the “Effective Date”) , by and between the City of Norwalk, a municipal corporation (“CITY”) and H&H Auto Parts Wholesale, a California corporation (“CONTRACTOR”).
R E C I
T A L S
A. CI
TY desires to utilize the services of an independent contractor to provide automotive parts and supplies.
B. CONTRACTOR represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees.
C. CITY desires to retain CONTRACTOR and CONTRACTOR desires to serve CITY to perform these services subject to the terms contained herein and all applicable local, state and Federal regulations.
NOW, THEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions herein contained, the parties hereto agree as follows:
1. CONTRACTOR’S Services.
1.1 Scope of Work . CO
NTRACTOR shall perform the specific work
more particularly described in Exhibit s A, and in accordance with the provisions of Invitation for Bid (“IFB”) No. 24-737 and all Addenda.
1.2 IFB No. 24 -737 and Addenda . CONTRACTOR has confirmed receipt of all Addenda, amending IFB No. 24-737 and all Addenda are incorporated herein by this reference as if set forth herein in full, provided that in the event of a conflict, the terms of this Agreement, as amended by the applicable Addenda, will prevail.
1.3 Personnel. CON TRACTOR represents that it has, or will secure at its own expense, all personnel required to perform the services under this Agreement. All of the services required under this Agreement will be performed by CONTRACTOR or under its supervision, and all personnel engaged in the work shall be qualified to perform such services.
1.4 Party Representatives . For
purposes of this Agreement, the City
Representative shall be the City Manager or such other person designated in writing by Attachment No. 1 Agreement
E xhibit A
the City Manager (the “City Representative”). For purposes of this Agreement, the C
ontractor Representative shall be Jim Holmquist (the “Contractor Representative”).
1.5 Time of Performance. CONTRACTOR shall commence the services contemplated under this Agreement immediately upon receipt of a Purchase Order (“PO”) for such services from the City Representative.
2. Ter
m of Agreement. The term of this Agreement shall be from July 1, 2024 to June 30, 2027 (“initial term”). City may review the CONTRACTOR’s performance under the Agreement and, upon mutual agreement with CONTRACTOR, may extend the Agreement beyond the initial term for two (2) additional one (1) year periods from July 1st through June 30 th of each year thereafter, unless sooner terminated as provided in Section 13 herein.
3. C ompensation.
3.1 CONTRACTOR shall be paid a n amount not to exceed the rates in accordance with the Price Sheet, attached hereto as Exhibit C, as full compensation for services rendered. These sums include payment for all taxes, insurance and fringe benefits as well as indirect costs, overhead and profit allowance, materials and supplies.
No claims for additional services provided by CONTRACT OR will be allowed unless the additional services are authorized by the City Council and the City Representative in writing prior to the performance of the additional services or the incurrence of additional expenses. Any additional services authorized by the City Council shall be compensated at a rate mutually agreed to by the parties.
3 .2 Expenses. CITY shall only reimburse CONTRACTOR for those expenses expressly set forth in Exhibit C . Any expenses incurred by CONTRACTOR which are not expressly authorized by this Agreement will not be reimbursed by the CITY.
3.3 Additional Services. CITY may request additional services under this Agreement. All such work, however, must be authorized in writing by the City Council or the City Manager, as applicable, prior to commencement. CONTRACTOR shall perform such services, and City shall pay for such additional services in accordance with fee schedule set forth in Exhibit C, or as otherwise agreed upon by the parties in writing.
Any work incurred by CONTRACTOR which is not expressly authorized by this Agreement will not be reimbursed by CITY.
4. M
ethod of Payment .
4.1 I nvoices . Not later than the fifteenth (15 th) day of each month, CONTRACTOR shall submit to CITY invoices for each vehicle delivered to the City pursuant to this Agreement during the preceding month. Each invoice shall have Contractor’s name, address, description of the vehicle, vehicle ID number, itemized work performed and associate cost, local sales tax amount. CITY shall review such invoices and notify CONTRACTOR within ten (10) business days of any disputed amounts Exhibit A
4.2 Payment. CITY shall pay all undisputed portions of the approved invoices within thirty (30) calendar days after receipt of the invoice up to the maximum compensation amount set forth in Section 3.1. CITY shall not withhold federal payroll, state payroll and other t axes, or other similar deductions from each payment made to CONTRACTOR.
4.3 A
udit of Records. Upon CITY providing 24- hour prior notice, CONTRACTOR shall make all records, invoices, time cards, cost control sheets and other records maintained by CONTRACTOR in connection with this Agreement available to CITY for review and audit by the CITY. CITY may conduct such review and audit at any time during CONTRACTOR’S regular working hours.
5. Standard of Performance . CONTRACTOR shall perform all services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to CITY.
6. Ownership of Work Product . All reports, documents or other written material developed by CONTRACTOR in the performance of this Agreement shall be and remain the property of CITY without restriction or limitation upon its use or dissemination by CITY. Such material shall not be the subject of a copyright application by CONTRACTOR. Any alteration or reuse by CITY of any such materials on any project other than the project for which they were prepared shall be at CITY’s sole risk, unless CITY compensates CONTRACTOR for such reuse.
7. Status as Independent Contractor . CONTRACTOR is, and shall at all times remain as to CITY, a wholly independent CONTRACTOR. CONTRACTOR shall have no power to incur any debt, obligation, or liability on behalf of CITY. Neither CITY nor any of its agents shall have control over the cond uct of CONTRACTOR or any of CONTRACTOR’S employees, except as set forth in this Agreement. CONTRACTOR shall not, at any time, or in any manner, represent that it or any of its officers, agents or employees are in any manner employees of CITY, provided, however, that nothing contained in this provision shall be construed or interpreted so as to deprive CONTRACTOR of any and all defenses or immunities available to public officials acting in their official capacities. CONTRACTOR shall pay all required taxes on amounts paid to CONTRACTOR under this Agreement, and to indemnify and hold CITY harmless from any and all taxes, assessments, penalties, and interest asserted against CITY by reason of the independent CONTRACTOR relationship created by this Agreement.
CONTRACTOR shall fully comply with the workers’ compensation law regarding CONTRACTOR and CONTRACTOR’S employees. CONTRACTOR shall indemnify and hold CITY harmless from any failure of CONTRACTOR to comply with applicable workers’ compensation laws. CITY may offset against the amount of any fees due to CONTRACTOR under this Agreement any amount due to CITY from CONTRACTOR as a result of CONTRACTOR’S failure to promptly pay to CITY any reimbursement or indemnification arising under this Section.
Exhibit A
7.1 In the event that CONTRACTOR, or its employee, agent, or subcontractor providing Services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (“PERS”) to be eligible for enrollment in PERS as an employee of CITY, CONTRACTOR shall indemnify, defend, and hold CITY harmless for the payment of any employee and/or employer contributions for PERS benefits on behalf of CONTRACTOR, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of the CITY.
7.2 The Parties further acknowledge the following: (i) that CONTRACTOR shall provide the Services outlined in the Scope of Services directly to CITY; (ii) CONTRACTOR maintains a business location at the address listed under Section 13 that is separate and distinct from the CITY; (iii) CONTRACTOR contracts with other businesses to provide the same or similar services and maintains a clientele without restriction from the CITY; (iv) CONTRACTOR advertises and holds itself out to the public as available to provide the same or similar services; (v) unless otherwise specified in this Agreement, CONTRACTOR provides its own tools, vehicles, and equipment necessary for performing the Scope of Services; (vi) CONTRACTOR has proposed and negotiated its own rates; and (vii) consistent with the nature and demands of the project and the CITY’s business hours and CITY staff availability, CONTRACTOR may set its own hours and location of work.
8. Confidentiality. CONTRACTOR shall keep all data, documents, discussion, or other information (collectively “data”) developed or received by CONTRACTOR or provided for performance of this Agreement are deemed confidential and shall not be disclosed by the data to any person or entity without prior written authorization by CITY. CITY shall grant such authorization if disclosure is required by law. All CITY data shall be returned to CITY upon the termination of this Agreement.
CONTRACTOR’S covenant unde r this Section 8 shall survive the termination of this Agreement.
9. Conflict of Interest. CONTRACTOR and its officers, employees, associates and subcontractors, if any, will comply with all conflict of interest statutes of the State of California applicable to CONTRACTOR’S services under this agreement, including, but not limited to, the Political Reform Act ( Cal. Gov. Code, § 81000 et seq.) and Government Code Section 1090. During the term of this Agreement, CONTRACTOR may perform similar services for other clients, but CONTRACTOR and its officers, employees, associates and subcontractors shall not, without the prior written approval of the CITY R epresentative, perform work for another person or entity for whom CONTRACTOR is not currently performing work that would require CONTRACTOR or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute.
10. Indemnification. CONTRACTOR shall indemnify, defend and hold harmless CITY, and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors and assigns in accordance with the Indemnification and Hold Harmless Agreement and Waiver of Subrogation and Contribution attached Exhibit A
hereto as Exhibit D. CONTRACTOR’s covenant under this Section 10 and Exhibit D shall survive the expiration or termination of this Agreement.
11. Insurance.
11.1. CONTRACTOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, with an insurance company admitted to do business in California, rated “A” or better in the most recent A.M. Best Insurance Rating Guide, and approved by CITY, a policy or policies of:
(1) Broad-form commercial general liability insurance with minimum combined single limits of One Million Dollars ($1,000,000);
(2) Automobile liability insurance, with minimum combined single limits of One Million Dollars ($1,000,000); and
(3) Workers’ compensation insurance with a minimum limit of One Million Dollars ($1,000,000) or the amount required by law, whichever is greater.
CITY, its officers, employees, attorneys, and designated volunteers shall be named as additional insureds on the policy(ies) as to commercial general liability and automobile liability with respect to liabilities arising out of CONTRACTOR’s performance of services under this Agreement.
11.2 Each insurance policy required by this Section 11 shall be endorsed as follows: (1) the insurer waives the right of subrogation against CITY and its officials, officers, employees, agents and representatives; (2) except for the workers’ compensation policy, the policies are primary and non- contributing with any insurance that may be carried by CITY ; and (3) the policies may not be canceled or materially changed except after thirty (30) calendar days’ prior written notice by insurer to CITY , unless canceled for non-payment, then ten (10) calendar days’ notice shall be given.
11.3 All insurance coverages shall be confirmed by execution of endorsements required under Section 11.2. CONTRACTOR shall file the endorsements with CITY on or before the date of commencement of services pursuant to this Agreement, and thereafter maintain current endorsements on file with CITY. The endorsements are subject to CITY’s approval. CONTRACTOR shall not cancel, reduce or otherwise modify the insurance policies required by this Section 11.
12. Cooperation. In the event any claim or action is brought against CITY relating to CONTRACTOR’s performance of services rendered under this Agreement, CONTRACTOR shall render any reasonable assistance and cooperation that CITY requires.
13. Termination. Either party may terminate this Agreement for any reason without penalty or obligation on thirty (30) calendar days’ written notice to the other party.
CONTRACTOR shall be paid for services satisfactorily rendered to the last working day Exhibit A
the Agreement is in effect, and CONTRACTOR shall deliver all materials, reports, documents, notes, or other written materials compiled through the last working day the Agreement is in effect. Neither party shall have any other claim against the other party by reason of such termination.
14. Notices. Any notices, bills, invoices, or reports required by this Agreement shall be given by first class U.S. mail or by personal service. Notices shall be deemed received on (a) the day of delivery if delivered by hand or overnight courier service during CONTRACTOR’s and CITY’s regular business hours or by facsimile before or during CONTRACTOR’s regular business hours; or (b) on the third (3 rd) business day following
deposit in the United States mail, postage prepaid, to the addresses below, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this Section.
All notices shall be delivered to the parties at the following addresses:
If to CITY: City of Norwalk
Attn: City Clerk
12700 Norwalk Boulevard
PO Box 1030
Norwalk, CA 90651-1030
Fax: (562) 929-5773
With a copy to: City of Norwalk
Attn: James C. Parker, Executive Director of Regional
Transportation
12700 Norwalk Boulevard
PO Box 1030
Norwalk, CA 90651-1030
Fax: (562) 929-5572
If to CONTRACTOR: H&H Auto Parts Wholesale
Attn: Jim Holmqusit, President
12860 Muscatine Street
Arleta, CA 91331
Email: [email protected]
15. Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, CONTRACTOR shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. CONTRACTOR w ill take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation.
Exhibit A
16. Non-Assignability; Subcontracting. CONTRACTOR shall not assign or subcontract all or any portion of this Agreement, unless prior approved by CITY. Any attempted or purported assignment or subcontract in violation of this Section by CONTRACTOR shall be null, void and of no effect.
17. Compliance with Laws. CONTRACTOR shall comply with all applicable federal, state and local laws, ordinances, codes and regulations in the performance of this Agreement.
17.1 COVID-19. CONTRACTOR shall adhere to all COVID -19 related protocols established by the Los Angeles County Department of Public Health (“County Health Department”) and/or the State of California. CONTRACTOR is responsible for providing their own Personal Protective Equipment, if applicable, in accordance with the County Health Department guidelines.
18. No Third Party Beneficiaries Intended . Unless otherwise expressly provided for in Exhibit A, this Agreement is made solely for the benefit of the parties to this Agreement and their respective successors and assigns, and no other person or entity may have or acquire a right by virtue of this Agreement.
19. Non-Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by CITY of any payment to CONTRACTOR constitute or be construed as a waiver by CITY of any breach of covenant, or any default which may then exist on the part of CONTRACTOR, and the making of any such payment by CITY shall in no way impair or prejudice any right or remedy available to CITY with regard to such breach or default.
21. Attorneys’ Fees. In the event that either party to this Agreement shall commence any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorneys’ fees.
22. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.
23. Governing Law and Choice of Forum. This Agreement, and any dispute arising from the relationship between the parties to this Agreement, shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a municipal, superior or federal court with geographic jurisdiction over the City of Norwalk.
Exhibit A
24. Entire Agreement . This Agreement, and any other documents incorporated herein by specific reference, represent the entire and integrated agreement between CONTRACTOR and CITY. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the parties which expressly refers to this Agreement.
25. Severability. If a court of competent jurisdiction holds any provision of this Agreement to be illegal, invalid, or unenforceable for any reason, the validity of and enforceability of the remaining provisions of this Agreement shall not be affected and continue in full force and effect.
[SIGNATURE PAGE FOLLOWS]
Exhibit A
The parties, through their respective authorized representatives, have executed this Agreement as of the date first written above.
CITY OF NORWALK
By:
Jesus M. Gomez
City Manager
Date:____________________________
ATTEST:
By:
Theresa Devoy, CMC
City Clerk
APPROVED AS TO FORM:
By: _____________________________
Arnold M. Alvarez-Glasman
City Attorney
CONTRACTOR
By:
By:
(Please note, two signatures required
for corporations under California
Corporations Code Section 313,
unless corporate documents
authorize only one person to sign
this Agreement on behalf of the
corporation.)
Exhibit A
SCOPE OF SERVICES
7. Objective. CONTRACTOR shall supply and deliver to the CITY Original Equipment Manufacturer (OEM), aftermarket, and remanufactured parts and/or supplies as required with no minimum or maximum order quantity requirement.
All products offered shall be new, of the highest quality or grades available to meet the CITY’s needs.
1.1 Automotive Parts and Supplies. CONTRACTOR shall provide the CITY with the broadest possible selections of the following products and/or services (but not limited to):
i. Accessories – Interior & Exterior
ii. Air Conditioning
iii. Battery & Accessories
iv. Belts & Hoses
v. Body & Trim
vi. Brakes
vii. Charging & Starting
viii. Cooling & Heating
ix. Engine Parts & Mounts
x. Exhaust
xi. Filters & PVC Valves
xii. Fuel & Emissions Hardware & Fasteners
xiii. Ignition & Tune-up
xiv. Lighting & Electrical
xv. Oil, Fluids & Chemicals
xvi. Performance
xvii. Suspension & Steering
xviii. Tire & Wheel
xix. Tools & Shop Equipment
xx. Transmission & Transaxle
xxi. Waxes & Washers
xxii. Wiper Blades
1.1.1 Alternatives Offered. In the event that the CONTRACTOR is unable to fulfill the OEM part or supply request by CITY, the CONTRACTOR shall offer the CITY an equivalent aftermarket or remanufactured part or supply.
2. General Requirements
2.1 CONTRACTOR must have a minimum of five (5) years of experience in supplying and delivering automotive parts and supplies to a municipality and/or other government agency.
Exhibit A
2.2 CONTRACTOR must be an authorized distributor for each manufacturer of product lines offered to the CITY.
3. CONTRACTOR Personnel . CONTRACTOR shall ensure all personnel possesses qualifications and/or experience required in performing the services herein and shall be secured at the expense of the CONTRACTOR. CONTRACTOR’s personnel shall not be employees of or have any contractual relationship with the CITY.
CONTRACTOR’s personnel shall always conduct themselves in a professional manner to all CITY employees. Unprofessional behavior by the CONTRACTOR’s personnel will not be tolerated and the offense can be justification for termination of contract. All sub- contractors of CONTRACTOR shall abide by all the requirements set forth in this section.
4. CONTRACTOR’s Delivery Personnel . Delivery personnel shall have a satisfactory driving record and possess a valid California Department of Motor Vehicle (DMV) California Driver’s License for the designated class of vehicle. Delivery personnel shall be in a uniform which identifies the CONTRACTOR’s company name or possess an easily identifiable name badge possessing the CONTRACTOR’s company name located in the front of their person.
5. CONTRACTOR Account Representative . The CITY requires a designated “Account Representative” to service as point of contact and be responsible for managing the relationship between the CITY and the CONTRACTOR. An account representative shall be assigned to the CITY and account representative shall be available for contractual related discussions between Monday through Friday from 8:00 a.m. through 5:00 p.m. via telephone and/or email. CITY may require the account representative to be in attendance at the CITY delivery address for ad hoc meetings.
6. CONTRACTOR’s Store . Preferably, the CONTRACTOR’s place of business should be located within a twenty-five (25) mile radius from the delivery address, to ensure deliveries are made at least once per day. A separate commercial counter designated for commercial purchases, not for retail purchases, is also preferable but not required.
6.1 Hours of Operation. The CITY’s Vehicle Maintenance Division operates seven (7) days a week, morning, and evening shift. At a minimum, CONTRACTOR’s place of business shall be open Monday through Friday between the hours of 8:00 a.m. through 5:00 p.m. CONTRACTOR shall not deliver on business closed days , after business hours, and CONTRACTOR’s observed holidays.
7. Order Fulfillment Process . CONTRACTOR shall accept orders from the CITY through the following methods: (a) Telephone, (b) email, (c) facsimile, and (d) CONTRACTOR’s on-line ordering process.
7.1 CONTRACTOR shall not fulfill any order request without a CITY issued Purchase Order number and associated CITY employee name. The below are authorized Exhibit A
to make purchases on behalf of the CITY. Exact names will be supplied to CONTRACTOR:
i. Storekeeper
ii. Fleet Maintenance Supervisor
iii. Lead Mechanic
7.2 CITY shall notify CONTRACTOR if the requested product is to be picked up by CITY, if will-call service is available, or delivered by CONTRACTOR.
7.3 CONTRACTOR shall notify CITY on the status of the part and/or supplies to ensure that the part and/or supplies can be delivered by the CONTRACTOR within the CITY’s Lead Time requirements. Should CONTRACTOR be unable to adhere to the CITY’s Lead Time requirements, the CONTRACTOR shall advise the CITY and present a revised delivery date. CITY shall notify CONTRACTOR with approval or disapproval of revised delivery date. CITY retains its discretion to order part and/or supply from a different CONTRACTOR if CONTRACTOR cannot adhere to the CITY’s Lead Time.
Should CITY approve the revised delivery date, the CONTRACTOR shall document the name of the CITY employee that authorized the proposed delivery date.
8. Delivery Fulfillment Process.
8.1 Lead Time.
8.1.1 In-Stock Products. CONTRACTOR shall deliver to CITY requested part and/or supplies to the CITY’s delivery address the same day the order request is generated if order is made before the CONTRACTOR’s delivery cut off time.
8.1.2 Out-of-Stock Products . CONTRACTOR shall deliver out of stock parts and/or supplies within seven (7) business days of when the order request is generated.
a. When available, CONTRACTOR shall offer a substitute item that meets or exceeds OEM specifications.
b. CITY retains the right to request the CONTRACTOR continue with the order and place the request in a “back order” queue or cancel the request for the part and/or supplies in its entirety.
8.1.3 Vendor Direct Part (VDP). Automotive parts and/or supplies only available by Vendor/Manufacturer shall be delivered to the CITY within five (5) to ten (10) business days from order generation. CITY shall specify the type of delivery service that is required (i.e. Next Day, 2
nd Day, etc.). CONTRACTOR shall invoice the CITY for
shipping.
8.2 Delivery Ticket (or equivalent).
Exhibit A
8.2.1 CONTRACTOR shall provide a delivery ticket, packing slip, bill of lading and/or invoice, with every delivery to CITY.
8.2.2 CITY employee shall sign CONTRACTOR’s delivery ticket, packing slip, bill of lading and/ or invoice, for all CONTRACTOR deliveries. CITY shall have the right to forfeit payment for a CONTRACTOR’s delivered part and/or supplies in the event the delivery receipt, or equivalent, does not possess a CITY employee’s signature.
8.3 Condition of Delivery. CONTRACTOR shall be responsible for the delivery of parts and/or supplies to the CITY in first class condition and in accordance with good commercial practices.
8.4 Material and Safety Data Sheets (MSDS) . CONTRACTOR shall provide the CITY applicable Material and Safety Data Sheets (MSDS) for all parts and/or supplies ordered by the CITY as defined by the California Code of Regulations, Title 8, and Section 339.
9. Delivery Days and Hours.
CONTRACTOR shall deliver requested parts and/or supplies Monday through Friday between the hours of 8:30 a.m. through 5: 00 p.m., or within CONTRACTOR’s delivery hours. If CONTRACTOR offers Saturday delivery service, deliveries shall be made between 8:00 a.m. and 2:00 p.m . CONTRACTOR shall not deliver on Sunday, after business hours, and CONTRACTOR’s observed holidays.
10. Non Delivery Fulfillment Process (Will-Call) if Applicable
10.1 CONTRACTOR shall have the CITY’s requested order ready for CITY pick up at the CONTRACTOR’s store by sixty (60) minutes from order request generation if will-call pick up is available..
10.2 CTY employee picking up part and/or supplies shall present to the CONTRACTOR’s store a CITY issued employee identification badge as proof of employment.
10.3 CITY employee picking up part and/or supplies shall verbally provide a CITY Purchase Order number as form of payment.
10.4 CONTRACTOR’s store shall provide CITY employee with a proof of purchase documentation.
11. Return of Part and/or Supply.
11.1 Notification of Return. CITY shall contact the CONTRACTOR in writing within seven (7) business days (Monday through Friday) from CITY’s receipt of the part Exhibit A
and/or supplies and provide notification on the intent to return to the CONTRACTOR a part and/or supplies.
11.2 Acceptance of Return. CONTRACTOR shall accept the return of all unused parts and/or supplies unless otherwise noted to the CITY by the CONTRACTOR prior to the order origination.
11.2.1 CONTRACTOR shall not charge a return or re- stocking fee of any kind for the return of rejected automotive part(s) and/or supplies for the following situations:
a. Item(s) returned that were damaged upon receipt.
b. Incorrect item(s) delivered.
c. Item(s) that are returned but exchanged for other items.
11.2.2 CONTRACTOR shall make known through its return policy and in the price sheet below (Exhibit C) when submitting the bid packet of any pick -up fees of any kind for returned or rejected automotive part(s) and/or supplies.
11.3 Non-Acceptance of Return. The CITY will accept CONTRACTOR’s return policy concerning non-acceptance of returned parts if the conditions do not conflict with the provisions outlined in this section.
11.3.1 CONTRACTOR shall respond in writing to CITY regarding dispute and/or reject delivery of automotive part(s) and/or supplies within seven (7) business (Monday through Friday) days.
11.4 Credit Policy of Return. CONTRACTOR shall credit the CITY’s account for the full purchased value of the returned part and/or supply. CONTRACTOR will be responsible for the credit and/or replacement of all products, including those covered by manufacturer warranties. CONTRACTOR shall provide credit for the following items:
a. Items ordered or shipped in error
b. Defective or freight-damaged items
11.5 Core Exchange and Charges. All part s supplied which require core exchange shall be monitored concurrently by the CITY and CONTRACTOR to ensure proper cores are returned to CONTRACTOR and core credit is issued promptly to the CITY. Core credit is to be issued the same day as received by CONTRACTOR. Any core that is not usable or not returned shall be billed at the core price listed in the manufacturer’s price sheet for that part.
Exhibit A
12. Product Recalls. CONTRACTOR shall comply with all federal, state, and local regulations, statutes, and laws as they apply to product recalls.
12.1 CONTRACTOR shall notify the CITY of all product recalls and/or product defect advisories from manufacturers and/or regulatory agencies via telephone and in writing within twenty-four (24) hours of receipt of notification by CONTRACTOR.
12.2 CONTRACTOR shall include in its notification a complete product description and/or identification, invoice number, and disposition instructions.
12.3 All parts and/or supplies that are returned to the CONTRACTOR because of the manufacturer and/or regulatory agency recall notice shall be picked up by the CONTRACTOR from the CITY and the CITY shall receive the contract value of the part(s) and/or supplies from the CONTRACTOR. Returned parts and/or supply shall be credited to the CITY’s account.
12.4 CONTRACTOR shall offer to the CITY an equivalent product upon CITY’s request.
12.4.1 If the equivalent product cost is less than the recalled product, CONTRACTOR shall invoice the CITY the lower cost.
12.4.2 If the equivalent product cost is greater than the recalled product, CONTRACTOR shall invoice the CITY the contracted product cost.
12.5 CONTRACTOR shall not charge the CITY a pick-up fee or associated fees for returned automotive part(s) and/or supplies due to product recalls and/or product defect advisories.
13. Warranty. All aftermarket and OEM parts and/or supplies supplied shall include manufacturer's minimum standard warranty.
13.1 CONTRACTOR shall honor all manufacturer’s warranties and guarantees on all products offered as part of this Agreement.
13.2 All products provided under this Agreement being identified as new and unused must be the latest model or design of recent manufacturer.
13.3 All remanufactured or rebuilt products must be warranted to be free of defective parts and workmanship, provided they are properly i nstalled on the vehicle for which they were intended for.
14. Transition and Implementation Plan. Recognizing that there may be changes in some products and procedures being implemented from what is presently being Exhibit A
purchased or used by the CITY, the CITY and the CONTRACTOR will be responsible for developing a timely and orderly transition to the servicing of the Agreement upon acceptance signing. The CONTRACTOR shall determine product requirements, service level requirements, and ordering process.
Exhibit B
MAP OF PROPERTY
FUEL
ISLAND
OIL ROOM
EQUIPMENT
MAINTENANCE
GARAGE
LUBE
ROOM
DELIVERY
ENTRANCE
Exhibit C
Insert Price Sheet- Exhibit C
Exhibit D
INDEMNIFICATION AND HOLD HARMLESS AGREEMENT
AND WAIVER OF SUBROGATION AND CONTRIBUTION
Contract/Agreement/License/Permit No. or description: _IFB No. 24-737 Supply and Delivery of Automotive Parts and Supplies for Norwalk Transit System (NTS).
Indemnitor(s): _______H&H Auto Parts Wholesale__________________________________________ (list all names)
To the fullest extent permitted by law, Indemnitor hereby agrees, at its sole cost and expense, to protect, indemnify, and hold harmless the City of Norwalk and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, and assigns (collectively “Indemnitees”) from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith (collectively “Liabilities”), resulting from any wrongful or negligent act, failure to act, error, or omission of Indemnitor or any of its officers, agents, servants, employees, subcontractors, material men, suppliers or their officers, agents, servants or employees, arising or claimed to arise, directly or indirectly, out of, in connection with, resulting from, or related to the above- referenced contract, agreement, license, or permit (the “Agreement”) or the performance or failure to perform any term, provision, covenant, or condition of the Agreement, including this indemnity provision. This indemnity provision is effective regardless of any prior, concurrent, or subsequent passive negligence by Indemnitees and shall operate to fully indemnify Indemnitees against any such negligence. This indemnity provision shall survive the termination of the Agreement and is in addition to any other rights or remedies which Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee’s right to recover under this indemnity provision, and an entry of judgment against the Indemnitor shall be conclusive in favor of the Indemnitee’s right to recover under this indemnity provision. Indemnitor shall pay Indemnitees for any attorney’s fees and costs incurred in enforcing this indemnification provision. Notwithstanding the foregoing, nothing in this instrument shall be construed to encompass (a) Indemnitees’ active negligence or willful misconduct to the limited extent that the underlying Agreement is subject to Civil Code § 2782(a), or (b) the contracting public agency’s active negligence to the limited extent that the underlying Agreement is subject to Civil Code § 2782(b). This indemnity is effective without reference to the existence or applicability of any insurance coverages which may have been required under the Agreement or any additional insured endorsements which may extend to Indemnitees.
City agrees to promptly inform Indemnitor in writing of any claim that City believes to be subject to this Indemnification and Hold Harmless Agreement.
Indemnitor(s), on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arisin g out of or incident to activities or operations performed by or on behalf of the Indemnitor regardless of any prior, concurrent, or subsequent non- active negligence by the Indemnitees. Such claims, losses and liabilities include, but are not limited to, contraction of the COVID - 19 virus and physical and/or emotional injuries and/or death caused by contraction of the COVID -19 virus.
To the fullest extent permitted by law, this waiver is intended to be a complete release of Indemnitees.
In the event there is more than one person or entity named in the Agreement as an Indemnitor, then all obligations, liabilities, covenants and conditions under this instrument shall be joint and several. “Indemnitor”
Print Name: Print Name: ___________________________
Signature:_____________________________ Signature:_____________________________
Title: Title:_________________________________
Date: __ Date: ____