Resolution 036-19RECORD OF RESOLUTIONS
Dayton Legal Blank, Inc., Form No. 30045
Resolution No.
36-19
Passed , 20,
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") 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 2019; 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 Sourcewell formerly known as the National
Joint Powers Alliance ("NIPA"), a national municipal contracting agency that
competitively bids and awards contracts for equipment, goods, and services; and
WHEREAS, Sourcewell awarded NAPA a new contract to provide vehicle parts
and fleet management services to participating members on January 25, 2019;
and
WHEREAS, the proposed amendment updates the references to this new
Sourcewell/NAPA contract and extends the current agreement between NAPA
and Dublin to January 25, 2023.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Dublin,
state of Ohio, 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
accords ce with Section 4.04(a) o the Revised Charter.
Pass this day o 2019.
yor —Presiding PyTicer
ATTEST:
Clerk of Council
Office of the City Manager
1200 Emerald Parkway * Dublin, OH 43017-1090
ityof Dublin Phone: 614-410-4400 # Fax.- 614-410-4490
Cit
To,Yj Members of Dublin City Council
From* Dana L. McDaniel
City Manag;�
Date,* June 18,,2019
F-Aitiated By: Darryl Syler, Director of Fleet Management
Megan OCallaghan, Director of Public Works
Re: Resolution No,, 36-19 — Amendment to Services
A -
Agreement for NAPA On-site Parts/ Equipment
Center
T-7 M
Staff recommends adoption of Resolution 36-19 authorizing the City Manager to
enter into an Amendment to the Services Agreement with APA for an on-site
parts/equipment supply center located at 6351 Shier -Rings Rd. Should you have any
questions related to this matter, please contact Darryl Syler at 614-410-4757 (desk) or
614-725-6394 (mobile).
AMENDMENT TO SERVICES AGREEMENT
BY AND BETWEEN
GENUINE PARTS COMPANY
AND
CITY OF DUBLIN, OHIO
THIS AMENDMENT TO SERVICES AGREEMENT (the "Amendment') is made this 24t1
day of June (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, Sourcewell Contract#121218-GPC, and Contract Acceptance and Award
#121218 -GPC (as referenced in the Agreement and hereinafter referred to collectively as the
"Prior NJPA Contract') was renewed January 25, 2019.
WHEREAS, on January 25, 2019, NAPA and Sourcewell (as defined in the Agreement)
entered into a new Sourcewell contract identified as contract #121218 -
GPC with an expiration date of January 25, 2023. (hereinafter, the "New Sourcewell 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 Sourcewell 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 January 25, 2023 to coincide with the expiration date of the New Sourcewell
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 Sourcewell Contract. All references to the Prior NJPA Contract in the
Agreement shall be replaced with the New Sourcewell Contract.
3. Extended Term. In connection with the execution of the New Sourcewell Contract
between NAPA and Sourcewell, the first sentence of Section III. Term and Termination of the
Agreement is hereby deleted in its entirety and replaced with the following language: The
Agreement shall commence on the 231 day of April, 2013 and shall terminate on the 25th day of
January, 2023 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.
5. 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.
6. 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.
GENUINE PARTS COMPANY CITY OF DUBLIN, OHIO
By: _
Name:
By: _
Name:
Its: Its:
BY AND BETWEEN
GENUINE PARTS COMPANY
AND
CITY • i DUBLIN, OHIO
THIS AMENDMENT TO SERVICES AGREEMENT (the "Amendment'? is made this 24th
day of June (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, Sourcewell Contract#121218-GPC, and Contract Acceptance and Award
#121218 -GPC (as referenced in the Agreement and hereinafter referred to collectively as the
"Prior NJPA Contract) was renewed January 25, 2019.
WHEREAS, on January 25, 2019, NAPA and Sourcewell (as defined in the Agreement)
entered into a new Sourcewell contract identified as contract #121218 -
GPC with an expiration date of January 25, 2023. (hereinafter, the "New Sourcewell 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 Sourcewell 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 January 25, 2023 to coincide with the expiration date of the New Sourcewell
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. Ca ip talized Terms. All capitalized terms not otherwise defined herein shall have
the meaning set forth in the Agreement.
2. New Sourcewell Contract. All references to the Prior NJPA Contract in the
Agreement shall be replaced with the New Sourcewell Contract.
3. Extended Term. In connection with the execution of the New Sourcewell Contract
between NAPA and Sourcewell, the first sentence of Section III. Term and Termination of the
Agreement is hereby deleted in its entirety and replaced with the following language: The
Agreement shall commence on the 23rd day of April, 2013 and shall terminate on the 25th day of
January, 2023 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.
5. 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.
6. 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.
GENUINE PARTS COMPANY CITY OF DUBLIN, OHIO
By: �;_By:
Name: A cd R+ 0 tX,-pp Name:
�ra
Its: �Ca j/= ilE Its: _
GENUINE PARTS COMPANY -AUTOMOTIVE PARTS GROUP
STATEMENT OF INCOME
May, 2019
104667 - COJ - Dublin IBS
GPC
Customer Part Purchases shows
400000 Sales
Cost of goods sold
500000 COGS
506500 COGS -Discounts
514000 COGS - Physical Adjustments
GROSS PROFIT
Operating expenses
Payroll
-25.24%1
600500
Accounting Fees - IC
676300
Salaries - General Office
676700
Salaries - Store -Branch
676800
Salaries - Overtime
Sales Misc
Total Misc Expense
T/Data Processing
Total Delivery Expense
Employee benefits
Freight and postage
Freight Allowance
Insurance
Utilities
Rent
Store Expense
Taxes - other
Training
r
t to Sales
34,708
34,708
31,245
31,245
3,462
8,752
5,675
174
170
4,465
867
8
8
3,069
650
356
1036
191
70
259
5
14
481
7
(5,290)
90.02%
90.02%
0.00%�
0.00%
0.00%1
9.98%
25.22%/
16.35%!
0.50%
0.49%
12.86%
2.50%
0.02%1
0.02%
8.84%
1.87%1
1.03%
2.98%
0.55%
0.00%
0.20%:
0.75%1
0.01%
0.04%1
139%
0.02% i
-15.24%
Projected Annual
Annualized
416,492
416,492
374,944
374,944
0
0
106,009
68,102
2,082
2,041
53,579
10,400
96
96
37,811
7,820
4,581
12,428
2,287
0
844
3,108
59
710
5,891
84
(64,461)
Non-operating expense (income)
(8,762)
-25.24%1
(106,109)
IBS Income
(8,765)
-25.25%
(106,150)
401500 Sales -Contract Income
(8,765)
-25.25%
(106,150)
Net Cash Discounts
3
0.01%1
41
703500 DiscountTaken- Supplier
0.00%
0
704100 Discounts - IC
3
0.01%
41
Other lncomeandExpense
0.00%
0
701500 Other Income
0.00%1
0
INCOME BEFORE INCOME TAXES
3,472
10.003!
41,647
0.00%
NETINCOME 3,472 10.00%
Page 1 of 2
12.
1.10
0.
15
-25.4S
0.01
0.0C
0.01
0.00%
0.00%
GENUINE PARTS COMPANY - AUTOMOTIVE PARTS GROUP
STATEMENT OF INCOME
May, 2019
1)4667 - COJ - Dublin IBS
Projected Month Projected Annual
GpcCurrent
Month oSales nnualized oSales
Page 2 of 2
N �1-1 3 -#/ 4 3
SERVICES AGREEMENT
This Services Agreement ("Agreement") is made and entered into and effectiveonthis dayof
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 fully 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
4342464v1
to, permits, licenses, applications, copes, drawings, site plans, photographs and similar
materials. NAPA shall be entitled to retain copies for NAPA's files.
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 , 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 anytime by giving the other thirty (3 0)
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).
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 25th 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
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 ofwork.
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 omiss10ns
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
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. Rightto 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. Itis
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 ofthe 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. Seve:rability. 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: Darryl Svler, Fleet Administrator
Telephone: (614) 410-4757
Facsimile: (614) 410-4795
[signatures appear on following page]
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
,Zc1(LI 12013.
CITY OF DUBLIN. OMO
BY: 4)1Vw)utAU.. L, Cc-<-((AArtj)..
Signature of Director
BY: SLS
mals a 1. ungs 15y, CiFyanager
NAPA
BY:
Grant oms, m ce rest ent
ITS:
Approved as to Form:
2
Stephen J. Smith, Law Director
CERTIFICATION OF FUNDS
2: %.-1
day of
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.
9326791 v1
Angel L. Mumma,
Deputy City Manager/Director of Finance Date