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HomeMy WebLinkAboutResolution 024-16RECORD OF RESOLUTIONS Resolution No. 2416 Passed A RESOLUTION AUTHORIZING AN AMENDMENT TO A SERVICES AGREEMENT WITH GENUINE PARTS COMPANY, DBA NAPA AUTO PARTS, FOR FLEET MANAGEMENT SERVICES WHEREAS, City Council previously authorized an agreement with Genuine Parts Company, dba NAPA Auto Parts ("NAPA'l for the use of City-owned property located at 6351 Shier -Rings Road for the operation of a NAPA store to provide Dublin with fleet management service in 2013; and WHEREAS, the operation of the NAPA store has proven successful and includes a full -time NAPA employee to handle all parts research, acquisition, distribution and inventory control, freeing up time for the City's technicians and Fleet Administrator; and WHEREAS, the original agreement was authorized pursuant to Section 37.04 of the Dublin Code of Ordinances, which authorizes the City Manager to obtain goods and services through cooperative purchasing programs; and WHEREAS, the City is a member of the National Joint Powers Alliance ("NJPA'D, a national municipal contracting agency that competitively bids and awards contracts for equipment, goods, and services; and WHEREAS, NJPA awarded NAPA a new contract to provide vehicle parts and fleet management services to participating members on July 21, 2015; and WHEREAS, the proposed amendment updates the references to this new NJPA/NAPA contract and extends the current agreement between NAPA and Dublin to July 21, 2019. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Dublin, State of Ohio, —7— of the elected members concurring: Section 1. The City Manager is hereby authorized to enter into the attached Amendment to the Services Agreement by and between Genuine Parts Company and the City of Dublin, Ohio. Section 2. This Resolution shall take effect and be in force upon passage in accordance with Section 4.04(a) of the Revised Charter. ATTEST: Clerk of Council L Y (=r(w Office of the City Manager [�� 5200 Emerald Parkway � Dublin, OH 43017.1090 � Phone; 614 -410 -4400 s Fax; 614- 410 -4490 Toy Members of Dublin City Council From; Dana l.. McDaniel, City Mana Date. April 14, 2016 Initiates sYo Darryl Eyler, Fleet Manager Megan O'Callaghan, Director of Public Works Summary Re: Resolution 24 -16 - Amendment to Services Agreement for NAPA On -site Parts/ Equipment Center Resolution 24 -16 authorizes the City Manager to execute a Services Agreement Amendment extending a current agreement with Genuine Parts Company, dba NAPA Auto Parts ("NAPA ") to continue to provide an an -site parts center at 6351 Shier-Rings Road. Council previously approved a resolution authorizing the use of the City-owned space at 6351 Shier-Rings Road as an on -site NAPA store in 2013 as well as authorizing a Services Agreement with NAPA for operation of the stare. This on -site NAPA store is not apes to the public. The operation of the NAPA store has proven successful and includes afull -time NAPA employee to handle all parts research, acquisition, distribution and inventory control, freeing up time for the City's technicians and Fleet Administrator. The original agreement was authorized pursuant to Section 37.04 of the Dublin Cade of Ordinances, which authorizes the Ciry Manager to obtain goods and services through cooperative purchasing programs The Ciry is a member of the National ]Dint Powers Alliance ( "NJPA`�, a national municipal contracting agency that competitively bids and awards contracts for equipment, goods, and services, NJPA awarded NAPA a new contract to provide vehicle parts and fleet management services to participating members on July 21, 2015. The proposed amendment updates the references to this new NJPAf NAPA contract and extends the current agreement between NAPA and Dublin to July 21, 2019. Recammensation Staff recommends adoption of Resolution 24.16, authorizing the City Manager to enter into an Amendment to the Services Agreement with NAPA for an an -site parts�equipment supply center located at 6351 Shier -Rings Rd. Should you have any questions related to this matter, please contact Darryl Eyler at 614. 410 -4757 (desk) or 614 -725 -6394 (mobile). NEW AMENDMENT BY 1 BETWEEN GENUINE 1,. COMIPANY 1 CITY OF DUBLIN, OHIO THIS AMDENDMIENT TO SERVICES AG E NT (the "Amendment ") is made this I Ith day of March, 2016 (the "Amendment Effective Date "), by and between GENUINE PARTS COMPANY, a Georgia corporation ( "NAPA "), and the CITY OF DUBLIN, OHIO, an Ohio municipal corporation ( "Dublin "). WHEREAS, NAPA and Dublin are parties to that certain Services Agreement dated April 23, 2013 (as amended, modified or supplemented from time to time, the "Agreement "); WHEREAS, NJPA RFP #010511, Response to NJPA RFP #010511, and Contract Acceptance and Award 4010511 (as referenced in the Agreement and hereinafter referred to collectively as the "Prior NJPA Contract") expired on February 24, 2016; WHEREAS, on July 21, 2015, NAPA and NJPA (as defined in the Agreement) entered into a new NJPA contract identified as contract #061015 with an expiration date of July 21, 2019 (hereinafter, the "New NJPA Contract") and which is attached hereto as Exhibit A WHEREAS, Dublin desires to continue to utilize the services of NAPA under the terms of the Agreement but with the New NJPA Contract serving as the vehicle by which Dublin may contract directly with NAPA for parts and services; WHEREAS, in connection with the foregoing, the parties desire to extend the term of the Agreement through July 20, 2019 to coincide with the expiration date of the New NJPA Contract; and WHEREAS, NAPA and Dublin now desire to amend the Agreement according to the terms set forth below. NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, NAPA and Dublin hereby agree to amend the Agreement as follows: 1. Capitalized Terms. All capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement. 2. New NJPA Contract. All references to the Prior NJPA Contract in the Agreement shall be replaced with the New NJPA Contract. 3. Extended Term. In connection with the execution of the New NJPA Contract between NAPA and NJPA, the first sentence of Section 111. Term and Termination of the Agreement is hereby deleted in its entirety and replaced with the following language: The Agreement shall commence on the 23TM' day of April, 2013 and shall terminate on the 2111 day of July, 2019, or as otherwise mutually agreed to by Dublin and NAPA. 4. Agreement Except as amended herein, all other terms and conditions of the Agreement shall remain unaltered and the Agreement remains in effect, enforceable against each of the parties and is hereby ratified and acknowledged by each of the parties. S. Governing Law. This Amendment shall be construed and interpreted under the laws of the State of Ohio without giving effect to the provisions thereof relating to conflicts of law. d. Counterparts. This Amendment may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be made and executed by their duly- authorized representatives effective as of the Amendment Effective Date. By: -- Name: �r�/� I �'ss G Its: ':�Isco N N) P ^- ra 1.11 i 2 -11 1: To f Z K#) :1M Name: Its: New NJFA Contract See attached. Samnle fnr Dublin Projection Monihy %to SALES Annual %to SALES Customer Purchases 42,000 504,000 Gast of Gootls to NAPA 37,800 84.36% 453,600 90 -00% NAPA Marku on Parts 4,200 1 0.00% 50.4D0 1D.00% MARKUP GR033 MARGIN 4,20D 1D.00% 50,400 10_00% r4anag¢mcn VAdm�n Fees 416 0.99% 4,990 0.99% Pa roO Ma er /Counter Salaries 4,167 9.92% 50,004 9.92% Del" Dever Salaries o 000% 0 0.00% Pension/401K '189 0.45% 2268 0.45% Insurance 750 1.79% 9,OOD 1.79% Workers Comp Insurance 100 0.09% 1,200 0.24% FICA 400 0.95% 4 800 0.95% Total IBS Payroll 5,606 13.35% 67.272 13.35% Delivery Truck Insurance 220 0.52% 2,640 0.52% Delivery Maintenance /Gas 925 0.30% 1.500 0.30% Truck Pa meet 516 1 23% 6,192 123% Telephone 199 0.47% 2,388 0.47% Store E>grenses 165 0.39% 1.980 O 39% TAMS Inventory Com user O 0.00% O 0.00% Frei ht &POSta a 300 0.71% 3,600 0.71% Trainin D 0.00% O D.00% Tota1165 Misc Exp¢ns¢ 1.525 3.63% 18,300 3.63% TOTAL EXPENSES 7,547 17.97 % 90,562 17.97% Gross Profd Lass E enses -3,34T -Z97% -40J62 -7.97% Miscellaneous Discounts O 0.00% O 0.00% E�ensa Bill 7,547 17.97% 90,562 17.97% NET PROFIT for NAPA 4,200 10.00% 5D,400 70.00% Estimated Operating Expenses Parts Bill For Customer Fixed Expense @ .99 % of sales, Accounting 8. Data Processing Fee 1 Parts Manager No giver at this location Fixed Expense @ 45 % of customer purchases Mainly Group Insurance Premiums Insurance - General and Worker's Comp Payroll Taxes for Employe,e's @this Location Delivery Trucks, Insurance Premium Vehicle Repairs, Fuel Delivery Trucks with atease /Depreciation Payment Cell phone/ wmmunicatien for TAMS (TOtaI Automotive Management Syste. Mise. Store Expenses (Fax Machine, Fax Paper, Printer Ribbons etc.) TAMS Computer 8 Equipment Lease /Depreciation Expense, Maint. /Support Freight Charges Incurred by this Operation. Training Materials for NAPA Employee's Total Monthly Expenses to Operate this IBS Expense Reimbursement by Customer NAPA's contracted return on investment ORIGINAL SERVICES AGREEMENT SERVICES AGREEMENT This Services Agreement ( "Agreement ") is made and entered into and effective on this 11 day of March, 2013 ( "Effective Date ") by and between the City of Dublin, Ohio ( "Dublin "), an Ohio Municipal Corporation, with offices located at 5200 Emerald Parkway, Dublin, Ohio 43017 and Genuine Parts Company, a Georgia corporation, doing business as NAPA Auto Parts ( "NAPA "), with an office and principal place of business located at 2999 Circle 75 Parkway, Atlanta, Georgia 30339. Recitals WHEREAS, pursuant to a competitive bidding and selection process by the National Joint Powers Alliance (hereinafter, "NJPA "), a Minnesota -based Service Cooperative created by Minnesota Legislative Statute 123A.21, NAPA established a contract on or around February 24, 2011 with NJPA to sell certain auto, truck, bus, and equipment parts as well as to provide Integrated Business Solutions (IBS) to its members pursuant to the terms and conditions provided in that certain RFP #010511, Response to RFP #010511 and the Contract Acceptance and Award; and WHEREAS, Dublin is a member of the NJPA; and WHEREAS, the Dublin Code of Ordinances authorizes the City Manager to obtain goods and /or services through cooperative purchasing programs without legislative authorization; and WHEREAS, City Council has authorized NAPA to use certain City property for the IBS services; and WHEREAS, Dublin desires to engage NAPA to perform the services pursuant to the Master Agreement as more frilly described in the Master Agreement, attached hereto as Exhibit A (the "Services "); and WHEREAS, NAPA desires to perform the Services and desires to be so engaged. NOW, THEREFORE, in consideration of the foregoing and of the covenants and agreements herein contained, the parties, intending to be legally bound, agree as follows: Provisions I. Performance of the Services. NAPA shall: A. Perform the Services as set forth in Exhibit A. B. Complete, sign and return the Ohio Public Employees Retirement System ( "OPERS ") Independent Contractor Acknowledgment form. C. Give prompt notice to Dublin should NAPA observe or otherwise become aware of any fault or deficit in the project or any nonconformance with the Agreement. D. Remit to Dublin after the termination of this Agreement, all files and documents pertaining to the project that have been obtained or produced including, but not limited to, permits, licenses, applications, codes, drawings, site plans, photographs and similar materials. NAPA shall be entitled to retain copies for NAPA's files. 4326741v1 II. Obligations of Dublin. Dublin shall: A. Assist NAPA by placing at its disposal all available information pertinent to the Services for the project. B. Use its best efforts to secure release of other data applicable to the project held by others. C. Make all necessary provisions to enter upon public and private property as required to perform the Services. D. Give prompt notice to NAPA should Dublin observe or otherwise become aware of any fault or deficit in the project or any nonconformance with the Agreement. E. Perform all other responsibilities for Dublin set forth on Exhibit A. III. Term and Termination. The Agreement shall commence on the _ day of March, 2013 and shall terminate on the 31 day of March, 2016, or as otherwise mutually agreed to by Dublin and NAPA. Either party may terminate this Agreement at any time by giving the other thirty (30) days advance written notice. Immediately upon termination of this Agreement by either party for any reason: (a) All duties, responsibilities and other obligations of each party hereunder shall terminate, except for the payment of any amounts due and owing to NAPA at the time of termination. (b) Each party shall immediately return to the other party all equipment, software, books, records, tools and any other personal property or information owned by the other party that are in such party's possession. Dublin shall allow NAPA full and unrestricted access to enter into the On Site Store(s) to immediately remove all equipment and other items of personal property owned by NAPA without being deemed guilty of trespass or any other violation of the law. Such removal must occur within fifteen (15) calendar days and any parts, supplies, or equipment not removed within such time frame shall be deemed abandoned by NAPA. All inventory records, sales history, sales analysis and all other information generated by NAPA under this Agreement will be returned to Dublin. Nothing contained in this Section shall be deemed a waiver of, or in any other manner impair or prejudice, any other legal rights that either party may have against the other party for any breach of this Agreement. The provisions and obligations of Sections VI, VII, VIII, and IX shall survive the termination of this Agreement for any reason. BUY BACK OF INVENTORY. Upon termination, expiration, or non - renewal of the contract, NAPA shall have the option to require Dublin to purchase all non -NAPA Inventory owned by NAPA and located in the On Site Store(s) at NAPA's current acquisition cost, and Dublin shall have the option to purchase all NAPA Inventory, owned by NAPA and located in the On Site Store(s) at NAPA's current acquisition cost. Upon Dublin's request, NAPA shall provide Dublin a listing of all NAPA and non -NAPA Inventory owned by NAPA and located in the On Site Store(s). 0a REMOVAL OF INVENTORY. Upon removal of the Inventory, NAPA agrees to repair and to restore any damage to the On Site Store(s) locations caused by NAPA's use of the property. IV. Payment. NAPA shall invoice Dublin for all Inventory purchased pursuant to this Agreement on a monthly basis according to the pricing plan below. Dublin agrees to pay the entire amount of all statements received from NAPA by the 25"' day of the month following receipt of any such statement. The overall goal of Dublin's pricing plan is to achieve a ten percent (10 %) net profit for NAPA (the "Net Profit Target ") by adjusting the pricing of two elements: (a) Product Costs. The pricing of the Inventory to be supplied to Dublin by NAPA pursuant to this Agreement. Product Costs shall be further divided into "NAPA Product Costs," which is the pricing of NAPA supplier manufactured products, and "Non -NAPA Product Costs," which is the pricing of products which have not been manufactured by NAPA suppliers but which have been acquired for Dublin by NAPA pursuant to this Agreement. (b) Operational Costs. Any and all costs and expenses associated with the operation of the On Site Store(s), including, but not limited to, vehicle gas and maintenance costs, salary and benefits payable to NAPA employees at the On Site Store(s), worker's compensation benefits and insurance, unemployment insurance, personal property insurance for the On Site Store(s) and Inventory, any deductible for losses covered under the personal property, automobile liability, or general liability insurance policies of NAPA, and all equipment supplied by NAPA. An example of a profit and loss statement reflecting such costs and expenses is attached hereto as Exhibit B. (1) PRICING PLAN SUMMARY NAPA Product Costs Billed to Dublin at a 10% gross profit rate (gross profit is store acquisition cost divided by .90) Non -NAPA Product Costs Billed to Dublin at a 10% gross profit rate (gross profit is acquisition cost divided by .90) Operational Costs Billed to Dublin at cost Net Profit Target 10% net profit for NAPA Both NAPA Product Costs and Non -NAPA Product Costs shall be set by NAPA to yield a gross profit of ten percent (10 %). Gross profit is calculated by dividing the acquisition cost by .90. Operational costs will be charged to Dublin at cost, with all such charges for Operational Costs to be included in Dublin's monthly billing statement. Dublin will be billed at the end of each month for operational costs on an "in arrears" basis. In addition, NAPA may use any sub - contractor for the procurement of "outside" purchases or services (i.e., those parts or services not traditionally stocked or performed by NAPA), and Dublin 3 will be billed an additional charge for any such purchases so as to yield NAPA a ten percent (10 %) gross profit on such purchases. V. Relationship of the Parties. The parties acknowledge and agree that NAPA is an independent contractor and is not an agent or employee of Dublin. Nothing in this Agreement shall be construed to create a relationship between NAPA and Dublin of a partnership, association, or joint venture. Further, the parties acknowledge that Service Provider is paid a fee, retainer or other payment as Per Section IV of this Agreement; is not eligible for workers' compensation or unemployment compensation; is not eligible for employee fringe benefits such as vacation or sick leave; does not appear on Dublin's payroll; is required to provide his or her own supplies and equipment; and is not controlled or supervised by Dublin personnel as to the manner of work. VI. Indemnification. A. Professional Liability. Relative to any and all claims, losses, damages, liability and cost, NAPA agrees to indemnify and save Dublin, its officers, officials, and employees harmless from and against any and all suits, actions or claims for property losses, damages or personal injury arising from negligent acts, error or omission by NAPA or its employees. B. Non - Professional Liability (General Liability). To the fullest extent permitted by law, NAPA shall indemnify, defend and hold harmless Dublin, its officers, officials, employees or any combination thereof, from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of the acts or omissions of NAPA, provided that such claim, damage, loss or expenses is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of property (other than the work itself) including loss of use resulting therefrom, but only to the extent caused the negligent acts or omissions of NAPA, any subconsultant(s) of NAPA, its agents, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim damage, loss or expense is caused in part by a party indemnified hereunder. Such obligations shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this paragraph. VII. Insurance. A. NAPA shall secure and maintain, at his /her /its own expense, errors and omissions insurance in an amount not less than One Million Dollars ($1,000,000.00) per claim /annual aggregate to protect himself from any claim arising out of the performance of professional services and caused by negligent acts, omissions or negligent acts for which NAPA may be legally negligent. NAPA shall maintain said coverage for the entire contract period and for a minimum of one year after completion of the work under the contract. B. In addition to errors and omissions insurance, NAPA shall also secure and maintain, at his /her own expense, insurance for protection from claims under Worker's Compensation acts, claims for damages because of bodily injury including personal injury, sickness or disease or death of any and all employees or of any person other than such employees, and from claims or damages because of injury to or destruction of property including loss H of use resulting therefrom, and any other insurance prescribed by laws, rules, regulations, ordinances, codes or orders. C. NAPA shall secure and maintain, at his /her own expense, General Liability insurance in an amount not less than One Million Dollars ($1,000,000.00) per occurrence. D. NAPA shall secure and maintain, at his /her /its own expense, Property insurance for protection from claims or damages, including any loss or damage to the Inventory and other personal property owned by NAPA that is located at the On Site Store(s) and loss of use resulting therefrom in an amount not less than Five Hundred Thousand Dollars ($500,000.00) or such amount as is sufficient to cover any loss or damage to the Inventory and other personal property owned by NAPA that is located at the On Site Store (s). Dublin shall be held harmless for any damage to NAPA's Inventory, property and /or equipment during the course of performance under the Contract. E. The above referenced insurance shall be maintained in full force and effect during the life of this Contract and for one year beyond, where specified. Certificates showing that NAPA is carrying the above referenced insurance in at least the above specified minimum amounts shall be furnished to, and approved by, Dublin prior to the start of work on the project and before Dublin is obligated to make any payments to NAPA for the work performed under the provision of this contract. All such Certificates, with the exception of those for Worker's Compensation and Errors & Omissions coverage, shall clearly reflect that the City of Dublin is an "Additional Insured ". VIII. Right to Audit A. NAPA guarantees that the individuals employed by NAPA in any capacity, including but not limited to, employees, subcontractors and independent contractors, are authorized to work in the United States. NAPA will upon demand provide Dublin with appropriate documentation (Form I -9) for any Service Provider employee performing services for Dublin. B. NAPA agrees to indemnify Dublin in accordance with Section VI of the Agreement for any issue arising out of NAPA's hiring or retention of any individual who is not authorized to work in the United States. IX. Taxes. A. NAPA has the following identification number for income tax purposes: 58- 0254510. B. NAPA is subject to and responsible for all applicable federal, state, and local taxes. C. Dublin represents that it is a tax - exempt entity and evidence of this tax- exempt status shall be provided to NAPA upon written request. NAPA hereby further agrees to withhold all municipal income taxes due or payable under the provisions of Chapter 35 of the Codified Ordinances of Dublin, Ohio, for wages, salaries and commissions paid to its employees and further agrees that any of its subcontractors shall be required to agree to withhold any such municipal income taxes due under such chapter for Services performed under this Agreement. D. NAPA shall receive Internal Revenue Service form 1099 from Dublin for income tax reporting services. X. Assignment. Neither party may assign this Agreement without obtaining express, written consent from the other party prior to assignment. XI. Entire Agreement / Amendment. This Agreement constitutes the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, discussions, undertakings and agreements between the parties. This Agreement may be amended or modified only by a writing executed by the duly authorized officers of the parties hereto. It is understood and agreed that this Agreement may not be changed, modified, or altered except by an instrument, in writing, signed by both parties in accordance with the laws of the State of Ohio. XII. Discrimination. A. No discrimination for reason of race, religion, sex, age or country of national origin shall be permitted or authorized by Dublin and/or NAPA in connection with the Services. B. Nothing in this Agreement shall require the commission of any act contrary to any law or any rules or regulations of any union, guild, or similar body having jurisdiction over the Services of NAPA. XIII. Governing Law/Venue. Any controversy or claim, whether based upon contract, statute, tort, fraud, misrepresentation or other legal theory, related directly or indirectly to this Agreement, whether between the parties, or of any of the parties' employees, agents or affiliated businesses, will be resolved under the laws of the State of Ohio, in any court of competent jurisdiction in Franklin County, Ohio. XIV. Severability. If any provision of this Agreement is held invalid or unenforceable, such provision shall be deemed deleted from this Agreement and shall be replaced by a valid, mutually agreeable and enforceable provision which so far as possible achieves the same objectives as the severed provision was intended to achieve, and the remaining provisions of this Agreement shall continue in full force and effect. XV. Paragraph Headings. Paragraph headings are inserted in this Agreement for convenience only and are not to be used in interpreting this Agreement. XVI. Limitations on Rights of Third Parties. All obligations of a party under this Agreement are imposed solely and exclusively for the benefit of the parties, and no other person shall, under any circumstances, be deemed to be a beneficiary of such obligations. XVII. Notice. Whenever any notice, demand or request is required or permitted hereunder, such notice, demand or request shall be hand - delivered in person or sent via facsimile, by overnight mail through a reputable service, or by certified mail, return receipt requested, to the addresses set forth below: As to NAPA: NAPA Columbus 2665 W. Dublin - Granville Rd Columbus, Ohio 43235 Attn: Nathan Jeter, District Manager Telephone: 614) 766 -1182 Facsimile: 614 766 -9147 As to Dublin: Fleet Management 6351 Shier -Rings Rd. Dublin, Ohio 43016 Attn: DgMI Syler, Fleet Administrator Telephone: (�14) 410 -4757 Facsimile: 6(� 410 -4795 [signatures appear on following page] 7 BY SIGNING THIS AGREEMENT, YOU HEREBY ACKNOWLEDGE THAT YOU HAVE BEEN INFORMED THAT THE CITY OF DUBLIN, OHIO HAS CLASSIFIED YOU AS AN INDEPENDENT CONTRACTOR AND THAT YOU HAVE BEEN ADVISED THAT CONTRIBUTIONS TO OPERS WILL NOT BE MADE ON YOUR BEHALF FOR THESE SERVICES. FURTHER, BY SIGNING THIS AGREEMENT, YOU HEREBY ACKNOWLEDGE THAT THE CITY OF DUBLIN, OHIO HAS IN NO WAY LIMITED OR RESTRICTED YOUR RIGHT TO PROVIDE THE AGREED -TO SERVICES TO THE GENERAL PUBLIC AND THAT YOU REGULARLY PROVIDE SUCH SERVICES TO THE GENERAL PUBLIC. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day of , 2013. CITY OF DUBLIN, OHIO BY: BY: NAPA BY: ITS: Signature of Director Marsha I. Grigsby, City Manager Grant Morris, Division Vice President Approved as to Form: Stephen J. Smith, Law Director CERTIFICATION OF FUNDS I hereby certify that the funds required to meet the City's obligation, payment, or expenditure under this Agreement have been lawfully appropriated or authorized for such purpose and are free from any obligation now outstanding. Angel L. Mumma, Deputy City Manager /Director of Finance Date 0