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HomeMy WebLinkAbout2015 CON IDSC Holdings DBA Stap-On Industrial - Tool Storage SystemAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND IDSC HOLDINGS LLC dba SNAP -ON INDUSTRIAL, A DIVISION OF IDSC HOLDINGS LLC THIS AGREEMENT is entered into this 16th day of June, 2015, by and between the City of National City, a municipal corporation (the "CITY"), and IDSC Holdings LLC dba Snap -on Industrial, a Division of IDSC Holdings LLC, a Limited Liability Company (the "CONTRACTOR"). RECITALS WHEREAS, the CITY desires to employ a CONTRACTOR to procure and install an integrated, space -saving parts and tools storage system and other equipment for the City Public Works Equipment Maintenance Shop located at 1726 Wilson Avenue. WHEREAS, the CITY has determined that the CONTRACTOR is a Limited Liability Company and is qualified by experience and ability to perform the services desired by the CITY, and the CONTRACTOR is willing to perform such services. WHEREAS, the CITY desires to piggyback the State of California WSCA-NASPO Cooperative Price Agreement Participating Addendum No. 7-14-99-20.01 with the CONTRACTOR, as provided by said Addendum and Section 2.60.260 of the National City Municipal Code regarding cooperative purchasing, to allow for the procurement and installation of an integrated, space -saving parts and tools storage system and other equipment for the City Public Works Equipment Maintenance Shop located at 1726 Wilson Avenue. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONTRACTOR. The CITY agrees to engage the CONTRACTOR, and the CONTRACTOR agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONTRACTOR represents that all services shall be performed directly by the CONTRACTOR or under direct supervision of the CONTRACTOR. 2. SCOPE OF SERVICES. The CONTRACTOR shall procure and install space - saving integrated parts and tools storage, diagnostics solutions, mobile lifts, and other modernized tools and equipment as identified in the attached Exhibit "A" to allow City Public Works Equipment Maintenance staff to maximize shop space and operations, work more efficiently, and minimize reliance on outside mechanics shops. The CONTRACTOR shall coordinate the procurement and installation of the equipment listed in the attached Exhibit "A" with City Public Works Equipment Maintenance staff, consistent with product specifications, under the provisions of State of California WSCA- NASPO Cooperative Price Agreement Participating Addendum No. 7-14-99-20.01. The CONTRACTOR shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the Project Coordinator. The CITY may unilaterally, or upon request from the CONTRACTOR, from time to time reduce or increase the Scope of Services to be performed by the CONTRACTOR under this Agreement. Upon doing so, the CITY and the CONTRACTOR agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services, not to exceed a factor of 15% from the base amount. 3. PROJECT COORDINATION AND SUPERVISION. Tony Gaut, Equipment Maintenance Supervisor, hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONTRACTOR shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONTRACTOR. Dennis Sprong, Account Manager, thereby is designated as the Project Director for the CONTRACTOR. 4. COMPENSATION AND PAYMENT. The compensation for the CONTRACTOR shall be based on billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed the schedule given in Exhibit "A" without prior written authorization from the City, with the exception of the purchase and installation of additional modular unit(s) which may be requested by City staff. The cost for any additional product and work, if any, shall be billed at the proposed unit pricing in Exhibit "A", and in no event shall exceed two hundred thirty thousand dollars ($230,000). Invoices will be processed for payment and remitted within forty-five (45) days from receipt of invoice, provided that work is accomplished consistent with product specifications, as determined by the CITY. The CONTRACTOR shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 5. ACCEPTABILITY OF WORK. The City shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONTRACTOR and the City cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR in this Agreement, the City or the CONTRACTOR shall give to the other written notice. Within ten (10) business days, the CONTRACTOR and the City shall each prepare a report which supports their position and file the same with the other party. The City shall, with reasonable diligence, 2 Snap -on Industrial Agreement, June 2015 determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR. 6. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on June 16, 2015. The duration of this Agreement is for the period of June 16, 2015 through September 18, 2015. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONTRACTOR for this Project, whether paper or electronic, shall become the property of the CITY for use solely with respect to this Project, and shall be turned over to the CITY upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONTRACTOR hereby assigns to the CITY all written material, drawings, plans, specifications, or other work prepared under this Agreement. The CONTRACTOR agrees that the CITY shall have a perpetual, royalty -free license to use, alter, reproduce, modify, in any way, medium, or method the CONTRACTOR'S written work product solely for the CITY'S use of the Services provided by the CONTRACTOR hereunder. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONTRACTOR shall relieve the CONTRACTOR from liability under Section 14, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. Nothing herein is intended to convey, transfer or assign to the CITY any of the CONTRACTOR'S rights in and to any of CONTRACTOR'S Intellectual property, except as set forth above. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONTRACTOR nor the CONTRACTOR'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY' S employees, including but not limited to retirement, medical, unemployment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONTRACTOR and the CONTRACTOR'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONTRACTOR and its employees. Neither this Agreement nor any interest herein may be assigned by the CONTRACTOR without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONTRACTOR from employing or hiring as many employees, or SUBCONTRACTORS, as the CONTRACTOR may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONTRACTOR with its SUBCONTRACTOR(S) shall require the SUBCONTRACTOR(S) to adhere to the applicable terms of this Agreement. 3 Snap -on Industrial Agreement, June 2015 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONTRACTOR or any of the CONTRACTOR'S employees, except as herein set forth, and the CONTRACTOR or the CONTRACTOR'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONTRACTOR its agents, servants, and employees are as to the CITY wholly independent CONTRACTOR, and that the CONTRACTOR'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONTRACTOR, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONTRACTOR and each of its SUBCONTRACTOR(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONTRACTOR represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONTRACTOR represents and covenants that the CONTRACTOR shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONTRACTOR to practice its profession. 12. STANDARD OF CARE. A. The CONTRACTOR, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONTRACTOR'S trade or profession currently practicing under similar conditions and in similar locations. The CONTRACTOR shall take all special precautions necessary to protect the CONTRACTOR'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONTRACTOR warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONTRACTOR'S professional performance or the furnishing of materials or services relating thereto. C. The CONTRACTOR is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONTRACTOR has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONTRACTOR has notified the CITY otherwise, the CONTRACTOR warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONTRACTOR to use due diligence under this sub -paragraph will render the CONTRACTOR liable to the CITY for any increased costs that result from the CITY' S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 4 Snap -on Industrial Agreement, June 2015 13. NON-DISCRIMINATION PROVISIONS. The CONTRACTOR shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONTRACTOR will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONTRACTOR agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONTRACTOR certain confidential information to enable the CONTRACTOR to effectively perform the services to be provided herein. The CONTRACTOR shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONTRACTOR shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONTRACTOR, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONTRACTOR without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONTRACTOR by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONTRACTOR shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONTRACTOR shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONTRACTOR shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONTRACTOR agrees to defend, indemnify and hold harmless the City of National City, its officers and employees, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONTRACTOR' S installation of any Product or other activity of CONTRACTOR on the City of National City's property; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers, or employees. 5 Snap -on Industrial Agreement, June 2015 The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONTRACTOR shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by any employee, agent, contractor or other individual engaged by CONTRACTOR relating to any work to be performed by the CONTRACTOR under this Agreement. 17. INSURANCE. The CONTRACTOR, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONTRACTOR(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked insurance policies: A. ® If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of $1,500,000 per occurrence and $1,500,000 aggregate, and Umbrella Liability Insurance with minimum limits of $5,000,000, covering all bodily injury and property damage arising out of its operations under this Agreement. The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONTRACTOR'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONTRACTOR has no employees subject to the California Workers' Compensation and Labor laws, CONTRACTOR shall execute a Declaration to that effect. Said Declaration shall be provided to CONTRACTOR by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONTRACTOR shall maintain such insurance coverage for three years 6 Snap -on Industrial Agreement, June 2015 after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. Insurance shall be written with only California admitted companies that hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the CITY' S Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. H. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONTRACTOR does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to the CITY. 18. LEGAL FEES. Except in the case of Mediation and/or Arbitration, if any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of- court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 7 Snap -on Industrial Agreement, June 2015 20. TERMINATION. A. This Agreement may be terminated with or without cause by either party. Termination without cause shall be effective only upon 30 day's written notice to the non - terminating party. During said 30 day period both parties shall continue to perform in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONTRACTOR in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the other party as provided for herein. D. In the event of termination by the CITY, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONTRACTOR, whether paper or electronic, and to the extent agreed to pursuant to Section 7, shall immediately become the property of and be delivered to the CITY, and the CONTRACTOR shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONTRACTOR'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY as set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONTRACTOR; (2) a reorganization of the CONTRACTOR for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONTRACTOR. 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Tony Gaut Equipment Maintenance Supervisor Engineering & Public Works City of National City 1243 National City Boulevard National City, CA 91950-4301 8 Snap -on Industrial Agreement, June 2015 To CONTRACTOR: Dennis Sprong Account Manager Snap -on Industrial 551 Gem Lane Ramona, CA 92065 AND Andrea K. Ehlert, Manager Contract Administration Snap -on Industrial, a Division of IDSC Holdings LLC 2801 80th Street Kenosha, WI 53143 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONTRACTOR shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. Other than with respect to its own products including its equipment and tools, the CONTRACTOR also agrees not to specify any product, treatment, process or material for the project in which the CONTRACTOR has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONTRACTOR shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONTRACTOR shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONTRACTOR has a financial interest as defined in Government Code Section 87103. The CONTRACTOR represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ❑ If checked, the CONTRACTOR shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONTRACTOR shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONTRACTOR shall obtain from the City Clerk. The CONTRACTOR shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Paragraph 22 by the CONTRACTOR. 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 9 Snap -on Industrial Agreement, June 2015 1720.4, and 1771. Contractor is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 24. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent there is a conflict between terms in the Exhibits and /or Schedules and this Agreement, the terms of the Agreement shall control. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, 10 Snap -on Industrial Agreement, June 2015 and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY By: Ron Morrison, Mayor PPROVED AS TO FORM: Claudia Gacitu City Attorney IDSC HOLDINGS LLC dba SNAP -ON INDUSTRIAL, A DIVISION OF IDSC HOLDINGS LLC By: By: Andrew R. Ginger Vice President Gus Gonzalez President 11 Snap -on Industrial Agreement, June 2015 RESOLUTION NO. 2015 — 94 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE CITY (BUYER) TO PIGGYBACK THE STATE OF CALIFORNIA WSCA-NASPO COOPERATIVE PRICE AGREEMENT PARTICIPATING ADDENDUM NO. 7-14-99-20.01 WITH IDSC HOLDINGS, LLC, DBA SNAP -ON INDUSTRIAL, A DIVISION OF IDSC HOLDINGS LLC, CONSISTENT WITH SECTION 2.60.260 OF THE NATIONAL CITY MUNICIPAL CODE REGARDING COOPERATIVE PURCHASING, AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH IDSC HOLDINGS, LLC DBA SNAP -ON INDUSTRIAL, A DIVISION OF IDSC HOLDINGS, LLC, TO PURCHASE AND INSTALL AN INTEGRATED, SPACE -SAVING PARTS AND TOOLS STORAGE SYSTEM AND OTHER EQUIPMENT FOR THE NEW PUBLIC WORKS EQUIPMENT MAINTENANCE SHOP LOCATED AT 1726 WILSON AVENUE, IN AN AMOUNT NOT TO EXCEED $230,000 WHEREAS, pursuant to the City's obligation to the former redevelopment agency to carry out the Disposition and Development Agreement (DDA) by and between the Community Development Commission of the City of National City and Paradise Creek Housing Partners, LP, entered into on June 21, 2011, National City Public Works operations at 2100 Hoover Avenue needed to be relocated in order to complete environmental remediation and development of the Westside Infill Transit Oriented Development (WI-TOD) Project; and WHEREAS, because the new space for the mechanics shop at the new location is significantly smaller than the old Public Works shop, there is an immediate need for implementation of a more efficient parts and tools storage system with modernized equipment. The purchase and installation of space -saving integrated parts and tools storage, diagnostics solutions, mobile lifts, and other modernized equipment will allow City Public Works Equipment Maintenance staff to maximize shop space and operations, work more efficiently, and minimize reliance on outside mechanics shops. WHEREAS, Section 2.60.260 of the National City Municipal Code provides that the City may buy directly from a vendor at a price established through competitive bidding by another public agency whose procedures have been determined to be in substantial compliance with the City's procurement procedures, and such a determination has been made in this case. It is therefore recommended that the purchase be made without complying with the competitive bidding procedure set forth in the Municipal Code; and WHEREAS, this Agreement will allow the City to purchase equipment at the fixed unit prices for a total not to exceed amount of $230,000. Funding is provided through the WI- TOD Site Infrastructure Agreement entered into by the City and the Developer on December 17, 2013, per City Council Resolution 2013-194. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby affirms the determination that the State of California's procurement procedures are in substantial compliance with National City's, and pursuant to Section 2.60.260 of the Municipal Code, authorizes the waiver of the bidding process. BE IT FURTHER RESOLVED that the City Council authorizes the City to piggyback the State of California WSCA-NASPO Cooperative Price Agreement Participating Addendum No. 7-14-99-20.01 with IDSC Holdings, LLC, dba Snap -on Industrial, a Division of IDSC Holdings, LLC, to allow for the purchase and installation of an integrated, space -saving Resolution No. 2015 — 94 Page Two parts and tools storage system and other equipment for the new Public Works Equipment Maintenance Shop located at 1726 Wilson Avenue, in an amount not to exceed $230,000. BE IT FURTHER RESOLVED that the City Council authorizes the Mayor to execute an Agreement with IDSC Holdings, LLC, dba Snap-On Industrial, a Division of IDSC Holdings, LLC, for the purchase and installation of an integrated, space -saving parts and tools storage system and other equipment for the new Public Works Equipment Maintenance Shop located at 1726 Wilson Avenue, in an amount not to exceed $230,000. PASSED and ADOPTED this 16th day of June, 2015 ATTEST: AfcA Michael R. Dalla, Cit Clerk PPROVED AS TO FORM. is Gacitu.. Silva City Attorney Ron Morrison, Mayor Passed and adopted by the Council of the City of National City, California, on June 16, 2015 by the following vote, to -wit: Ayes: Councilmembers Cano, Mendivil, Morrison, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California f� h City C erk of the City oNational City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2015-94 of the City of National City, California, passed and adopted by the Council of said City on June 16, 2015. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA cam5-a COUNCIL AGENDA STATEMENT "EETING DATE: June 16, 2015 AGENDA ITEM NO. 15 ITEM TITLE: Resolution of the City Council of the City of National City authorizing, 1) the City (Buyer) to piggyback the State of California WSCA-NASPO Cooperative Price Agreement Participating Addendum No. 7- 14-99-20.01 with IDSC Holdings LLC dba Snap -on Industrial, a Division of IDSC Holdings LLC, consistent with Section 2.60.260 of the National City Municipal Code regarding cooperative purchasing, and 2) the Mayor to execute an Agreement with IDSC Holdings LLC dba Snap -on Industrial, a Division of IDSC Holdings LLC, to purchase and install an integrated, space -saving parts and tools storage system and other equipment for the new Public Works Equipment Maintenance Shop located at 1726 Wilson Avenue, in an amount not to exceed $230,000. PREPARED BY: Ray Roberson, Management Analyst II PHONE: (619) 336-4383 EXPLANATION: See attached. DEPARTMENT: Engineering/Public Works APPROVED BY: FINANCIAL STATEMENT: ACCOUNT NO. APPROVED: Finance APPROVED: MIS 001-409-500-598-1595 (Public Works Facility Relocation): $230,000 ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION: FINAL ADOPTION: STAFF RECOMMENDATION: Approve the Resolution BOARD / COMMISSION RECOMMENDATION: N/A \TTAC H M E NTS: 1. Explanation 2. Agreement w/ Unit Pricing and Equipment Brochures from Snap -on Industrial 3. Resolution EXPLANATION Background: Pursuant to the City's obligation to the former redevelopment agency to carry out the Disposition and Development Agreement (DDA) by and between the Community Development Commission of the City of National City and Paradise Creek Housing Partners, L.P., a California limited partnership ("Developer"), entered into June 21, 2011, National City Public Works operations at 2100 Hoover Avenue needed to be relocated in order to complete environmental remediation and development of the Westside infill Transit Oriented Development (WI-TOD) Project. Through prior City Council action, 1726 Wilson Avenue was purchased to serve as the new home for Public Works Streets, Wastewater and Equipment Maintenance staff, vehicles and equipment. The following tenant and site improvements for 1726 Wilson Avenue were recently completed: new Public Works yard, offices, kitchen, break room, bathrooms, locker room, conference room, equipment maintenance shop, security cameras, lighting and electrical, landscaping and water service connections, and Americans with Disabilities Act (ADA) upgrades. Current Request: As part of City Public Works relocation, since the new space for the mechanics shop is significantly smaller than the old Public Works shop, there is an immediate need for implementation of a more efficient parts and tools storage system with modernized equipment. The purchase and installation of space -saving integrated parts and tools storage, diagnostics solutions, mobile lifts, and other modernized equipment will allow City Public Works Equipment Maintenance staff to maximize shop space and operations, work more efficiently, and minimize reliance on outside mechanics shops. National City Municipal Code Section 2.60.260 provides authority to the purchasing agent to join with other public jurisdictions to take advantage of cooperative purchasing opportunities, including but not limited to any federal, state or local agency pricing program or structure that is determined by the purchasing agent to allow a procurement that is in the best interests of the City. The purchasing agent may buy directly from a vendor at a price established through competitive bidding by another public agency whose procedures have been determined by the purchasing agent to be in substantial compliance with the City's procurement procedures, irrespective of the contracting limits of that jurisdiction or agency, even if the City had not initially joined with that public agency in the cooperative purchase. National City's Purchasing staff has confirmed that the State of California WSCA- NASPO Cooperative Price Agreement Participating Addendum No. 7-14-99-20.01 with IDSC Holdings LLC dba Snap -on Industrial, a Division of IDSC Holdings LLC, was competitively bid through a REP process, and that the State of California's procurement procedures are in substantial compliance with those of National City. -1- Therefore, staff requests that City Council authorize the City (Buyer) to piggyback the State of California WSCA-NASPO Cooperative Price Agreement Participating Addendum No. 7-14-99-20.01 with IDSC Holdings LLC dba Snap -on Industrial, a Division of IDSC Holdings LLC, to allow for the purchase and installation of an integrated, space -saving parts and tools storage system and other equipment for the new Public Works Equipment Maintenance Shop located at 1726 Wilson Avenue, in an amount not to exceed $230,000, consistent with Section 2.60.260 of the National City Municipal Code regarding cooperative purchasing. Attached is a quote which includes unit pricing for the storage systems and other mechanics equipment. Approval of this agreement will allow staff to purchase equipment at the fixed unit prices for a total not to exceed amount of $230,000. Funding is provided through the WI-TOD Site Infrastructure Agreement entered into by the City and the Developer on December 17, 2013, per City Council Resolution 2013-194. A copy of the State of California WSCA-NASPO Cooperative Price Agreement is on file with the Office of the City Clerk. -2- AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND IDSC HOLDINGS LLC dba SNAP -ON INDUSTRIAL, A DIVISION OF IDSC HOLDINGS LLC THIS AGREEMENT is entered into this 16th day of June, 2015, by and between the City of National City, a municipal corporation (the "CITY"), and IDSC Holdings LLC dba Snap -on Industrial, a Division of IDSC Holdings LLC, a Limited Liability Company (the "CONTRACTOR"). RECITALS WHEREAS, the CITY desires to employ a CONTRACTOR to procure and install an integrated, space -saving parts and tools storage system and other equipment for the City Public Works Equipment Maintenance Shop located at 1726 Wilson Avenue. WHEREAS, the CITY has determined that the CONTRACTOR is a Limited Liability Company and is qualified by experience and ability to perform the services desired by the CITY, and the CONTRACTOR is willing to perform such services. WHEREAS, the CITY desires to piggyback the State of California WSCA-NASPO Cooperative Price Agreement Participating Addendum No. 7-14-99-20.01 with the CONTRACTOR, as provided by said Addendum and Section 2.60.260 of the National City Municipal Code regarding cooperative purchasing, to allow for the procurement and installation of an integrated, space -saving parts and tools storage system and other equipment for the City Public Works Equipment Maintenance Shop located at 1726 Wilson Avenue. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONTRACTOR. The CITY agrees to engage the CONTRACTOR, and the CONTRACTOR agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONTRACTOR represents that all services shall be performed directly by the CONTRACTOR or under direct supervision of the CONTRACTOR. 2. SCOPE OF SERVICES. The CONTRACTOR shall procure and install space - saving integrated parts and tools storage, diagnostics solutions, mobile lifts, and other modernized tools and equipment as identified in the attached Exhibit "A" to allow City Public Works Equipment Maintenance staff to maximize shop space and operations, work more efficiently, and minimize reliance on outside mechanics shops. The CONTRACTOR shall coordinate the procurement and installation of the equipment listed in the attached Exhibit "A" with City Public Works Equipment Maintenance -3- staff, consistent with product specifications, under the provisions of State of California WSCA- NASPO Cooperative Price Agreement Participating Addendum No. 7-14-99-20.01. The CONTRACTOR shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the Project Coordinator. The CITY may unilaterally, or upon request from the CONTRACTOR, from time to time reduce or increase the Scope of Services to be performed by the CONTRACTOR under this Agreement. Upon doing so, the CITY and the CONTRACTOR agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services, not to exceed a factor of 15% from the base amount. 3. PROJECT COORDINATION AND SUPERVISION. Tony Gaut, Equipment Maintenance Supervisor, hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONTRACTOR shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONTRACTOR. Dennis Sprong, Account Manager, thereby is designated as the Project Director for the CONTRACTOR. 4. COMPENSATION AND PAYMENT. The compensation for the CONTRACTOR shall be based on billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed the schedule given in Exhibit "A" without prior written authorization from the City, with the exception of the purchase and installation of additional modular unit(s) which may be requested by City staff. The cost for any additional product and work, if any, shall be billed at the proposed unit pricing in Exhibit "A", and in no event shall exceed two hundred thirty thousand dollars ($230,000). Invoices will be processed for payment and remitted within forty-five (45) days from receipt of invoice, provided that work is accomplished consistent with product specifications, as determined by the CITY. The CONTRACTOR shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of fmal payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 5. ACCEPTABILITY OF WORK. The City shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONTRACTOR and the City cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR in this Agreement, the City or the CONTRACTOR shall give to the other written notice. Within ten (10) business days, the CONTRACTOR and the City shall each prepare a report which supports their position and file the same with the other party. The City shall, with reasonable diligence, 2 Snap -on Industrial Agreement, June 2015 -4- determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR. 6. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on June 16, 2015. The duration of this Agreement is for the period of June 16, 2015 through September 18, 2015. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONTRACTOR for this Project, whether paper or electronic, shall become the property of the CITY for use solely with respect to this Project, and shall be turned over to the CITY upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONTRACTOR hereby assigns to the CITY all written material, drawings, plans, specifications, or other work prepared under this Agreement. The CONTRACTOR agrees that the CITY shall have a perpetual, royalty -free license to use, alter, reproduce, modify, in any way, medium, or method the CONTRACTOR'S written work product solely for the CITY'S use of the Services provided by the CONTRACTOR hereunder. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONTRACTOR shall relieve the CONTRACTOR from liability under Section 14, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. Nothing herein is intended to convey, transfer or assign to the CITY any of the CONTRACTOR'S rights in and to any of CONTRACTOR'S Intellectual property, except as set forth above. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONTRACTOR nor the CONTRACTOR'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemployment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONTRACTOR and the CONTRACTOR'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CON TRACTOR and its employees. Neither this Agreement nor any interest herein may be assigned by the CONTRACTOR without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONTRACTOR from employing or hiring as many employees, or SUBCONTRACTORS, as the CONTRACTOR may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONTRACTOR with its SUBCONTRACTOR(S) shall require the SUBCONTRACTOR(S) to adhere to the applicable terms of this Agreement. 3 Snap -on Industrial Agreement, June 2015 -5- 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONTRACTOR or any of the CONTRACTOR'S employees, except as herein set forth, and the CONTRACTOR or the CONTRACTOR'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONTRACTOR its agents, servants, and employees are as to the CITY wholly independent CONTRACTOR, and that the CONTRACTOR'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONTRACTOR, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONTRACTOR and each of its SUBCONTRACTOR(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONTRACTOR represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONTRACTOR represents and covenants that the CONTRACTOR shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONTRACTOR to practice its profession. 12. STANDARD OF CARE. A. The CON t'RACTOR, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONTRACTOR'S trade or profession currently practicing under similar conditions and in similar locations. The CONTRACTOR shall take all special precautions necessary to protect the CONTRACTOR'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONTRACTOR warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONTRACTOR'S professional performance or the furnishing of materials or services relating thereto. C. The CONTRACTOR is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONTRACTOR has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONTRACTOR has notified the CITY otherwise, the CONTRACTOR warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONTRACTOR to use due diligence under this sub -paragraph will render the CONTRACTOR liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 4 Snap -on Industrial Agreement, June 2015 -6- 13. NON-DISCRIMINATION PROVISIONS. The CONTRACTOR shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONTRACTOR will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONTRACTOR agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONTRACTOR certain confidential information to enable the CONTRACTOR to effectively perform the services to be provided herein. The CONTRACTOR shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONTRACTOR shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONTRACTOR, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONTRACTOR without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONTRACTOR by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONTRACTOR shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONTRACTOR shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONTRACTOR shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CON I RACTOR agrees to defend, indemnify and hold harmless the City of National City, its officers and employees, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONTRACTOR'S installation of any Product or other activity of CONTRACTOR on the City of National City's property; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers, or employees. 5 Snap -on Industrial Agreement, June 2015 -7- The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONTRACTOR shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by any employee, agent, contractor or other individual engaged by CONTRACTOR relating to any work to be performed by the CONTRACTOR under this Agreement. 17. INSURANCE. The CONTRACTOR, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONTRACTOR(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked insurance policies: A. ® If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of $1,500,000 per occurrence and $1,500,000 aggregate, and Umbrella Liability Insurance with minimum limits of $5,000,000, covering all bodily injury and property damage arising out of its operations under this Agreement. The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONTRACTOR'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONTRACTOR has no employees subject to the California Workers' Compensation and Labor laws, CONTRACTOR shall execute a Declaration to that effect. Said Declaration shall be provided to CONTRACTOR by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONTRACTOR shall maintain such insurance coverage for three years 6 Snap -on Industrial Agreement, June 2015 -8- after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. Insurance shall be written with only California admitted companies that hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. H. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONTRACTOR does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to the CITY. 18. LEGAL FEES. Except in the case of Mediation and/or Arbitration, if any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by fmal judgment or out -of- court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be fmal and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 7 Snap -on Industrial Agreement, June 2015 -9- 20. TERMINATION. A. This Agreement may be terminated with or without cause by either party. Termination without cause shall be effective only upon 30 day's written notice to the non - terminating party. During said 30 day period both parties shall continue to perform in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONTRACTOR in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the other party as provided for herein. D. In the event of termination by the CITY, all finished or unfmished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONTRACTOR, whether paper or electronic, and to the extent agreed to pursuant to Section 7, shall immediately become the property of and be delivered to the CITY, and the CONTRACTOR shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONTRACTOR'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY as set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONTRACTOR; (2) a reorganization of the CONTRACTOR for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONTRACTOR. 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Tony Gaut Equipment Maintenance Supervisor Engineering & Public Works City of National City 1243 National City Boulevard National City, CA 91950-4301 8 Snap -on Industrial Agreement, June 2015 -10- To CONTRACTOR: Dennis Sprong Account Manager Snap -on Industrial 551 Gem Lane Ramona, CA 92065 AND Andrea K. Ehlert, Manager Contract Administration Snap -on Industrial, a Division of IDSC Holdings LLC 2801 80th Street Kenosha, WI 53143 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONTRACTOR shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. Other than with respect to its own products including its equipment and tools, the CONTRACTOR also agrees not to specify any product, treatment, process or material for the project in which the CONTRACTOR has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONTRACTOR shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONTRACTOR shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONTRACTOR has a financial interest as defined in Government Code Section 87103. The CONTRACTOR represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ❑ If checked, the CONTRACTOR shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CON I RACTOR shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONTRACTOR shall obtain from the City Clerk. The CONTRACTOR shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Paragraph 22 by the CON TRACTOR. 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 9 Snap -on Industrial Agreement, June 2015 -11- 1720.4, and 1771. Contractor is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 24. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent there is a conflict between terms in the Exhibits and /or Schedules and this Agreement, the terms of the Agreement shall control. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, 10 Snap -on Industrial Agreement, June 2015 -12- and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY By: Ron Morrison, Mayor APPROVED AS TO FORM: Claudia Gacitua Silva City Attorney 11 IDSC HOLDINGS LLC dba SNAP -ON INDUSTRIAL, A DIVISION OF IDSC HOLDINGS LLC By: Andrew R. Ginger Vice President By: Gu o Gonzalez is President Snap -on Industrial Agreement, June 2015 -13- °BAB017062 /parka installation MCL16.6B iliCUMA211 Q MR6 ADK98021 EEW11513BU2K EAA0329G33B EB n B502FD EA,K0221J27A JBC401BL JBC203RED 108963 TRl PCLA107ADPED WMfls771c3 WMR377172 '54I70 WV1 765 04004 BE S328N1 EBTA301471 12Lk9A. Cr2 1NST T aciogt Bra hisca5C16C TPI3 12 Preview MCL 6 COIS 18K 12.SIN F BATT HEAVY DUTY SMALL WHO, ADAPTER PORT MID -RISE LIFT 53.1/4 SNP KOOLKA E PLUS DATABASE LROZE IN LINE DIPSTICK PWRSTING TINS T/C SYS III R3000-6028655 PNEUM MOUNTING ASSISTC UNIT VPI SYMMS III POWER CLAMP WBEEL LIFT KIT FOR Blail000 TRUECBCUT 4 SPEED BRAKE LATRE BACKBOARD RED BENCH RED IBJBI.ESSJCOMPOSsm ROTOR KIT TRUCK TOOUNG BIT 201/401 WARTH OI,I sEYf7 ADAPS BENCH GRINDER R MIN I UN WI& PEDSTAL STND 11INXIODIMOUNT DEL PRS UN CAP 1.SBP 115 230V Vise, Medallic%612"Jaw PRO LINK ULTRA ELITE W CASE MODIS ULTRA LOW AMPS PROBE GRAB N GO BAG Set, Puller, Master °cbnol motto, boardfwall edam* EQUIPMENT INSTALL CHARM. a a000ectioae) 48114 WALL OVRRMAD REM rime ELITE TIRE SENSOR SYSTEM TOOL DTAC ELITE AMP CLAMP Pedeanllao 36.4870294 1 1 1 1 1 1 1 1 1 1 1 1 2 1 1 1 I 1 I 3 1 28,268.98 60,742.19 3 185,47 1 2,0SS.10 1 5,37I 69 3,777.93 4,8116.13 1,162.00 4,773.09 1,272.61 6,948.73 129.29 391.85 431.73 490.70 16,149.90 545.78 82.78 961.62 489.19 9,449.99 4,496.25 23 52.46 2,50000 836.06 2,543.96 1,073.03 2,343.96 224.39 .98 60,742.19 556.41 2,088.10 5,371.69 3►777 4, 1,162. 4,773.09 1,272.51 6,948.73 129.29 391.85 431.73 490.70 16,149.90 545.' 82.71 961.62 978.38 9.449,99 4,496.25 238.E 52. 2,281.33 00 2.18 2,543.9E 1,073.03 2,543.96 224.3S Page I oft EX IB T A -14- Number;Preview 21.1011 Tip and height game _ Applicable horsed fi.igle lbe adtothcautomatss000st The sale of product is subject to Snap.aa lodmueisfs shaded lama ad out t ioas of sale. Placement of an rider ie Castanet weer to these leans sod oomein= and Snap -at hereby objects to say additional andlor defraud roams which may be oomtaiaed is ay Oakum hams w Whet dommatts. No mob additional teams wall be away force or ems. The sale of product is subject to Customer meeting Saap.ae Includriers oredrt approvals. Fmsoeiug through Snap -on Credie lie isaysihfeleontoast porchases. Ask your Saks Rap for mate iofi ion. *Meese provide vendor and pricing information to costume service as this psst"msesbe. Sob Total $167,98LS2 Tax S15,118.36 Rat SOAO Total 8183,099.88 Total Weight. 22,179.51 Federal. JD: 36-4070294 Page 2 of 2 -15- i s.0 I 0 Standard Cart, kr ne tdart'& cm Roe IlsIghtt 'so Nih; 256 Orkitht 1101106.1.11.••••,... 36' ocihr •••••••••••••r.. 3 Drover Cart with FOP4rp SIP Now nob 4 Dratrier Cart aft Ftlisiip Widths 02" Deptlu 21" rN7 14-4441 rgfy WU* 361" He* 1.4ftsfeleteOPRO Alt eiRLD-A-BAY— TOOL CARTS ARE AVAILABLE IN THE STANDARD COLORS INDICATED AROVL who onkel% phase use mak IMO Nowa PD6 New& mud, pais OW sivikw Pc Shut 164* speltypoirstaftdordasiordkoke.hritiosteradentpisissailat 11.01,1441e Nollbeibra anew gat d frAlsammoireviblaw afroutatak fbrisysetalisiosserauesaltampaetoplena, aislactiMaadialebomeigisirsfraulamm, -18- r`t:�fi W1101354170 JET a ,, .Drill Press STANDARD FEMMES Hinged metal belt and pulley cover copied with quick ' mount allow rapid dunning of spines speeds • Matins 45°Mgr tt clampquick release • Oritoff swell located entrant of The drill press 10116114677101 WM11577101 JET Industrial Bench Grinders STANDARD FEMME 1 NOW finnvy.doiy = le twitch and" 1 13Rubber prevent movement ,ai �•.t', IV/TM Iwo CAI. . : i x .kftMa*, 1/210111514 1PH wiviPi41 'A 1I2 diameter external positive depth Ow WM Three nut kvidnu teat= for quick adjustment Alltwkible tension spindkr return spring � Spindle I • Built-in t k lamp on modelerb not rot included. e DrM chuck and key krckided • 1 1-1l2RP, 1Phe 11 f W1014577172 L18112!) AAA,- NL&jp piloroVAT only) ' •,« If Af'A VIA* A, 4 1«"4 3$1 PXOt • Patenk Pending pegl 2, 3, ,4 & 5 for niore? ferturea, sine benefits, optionml accemsorisr, wits CUL a UL limed kr DIACTh, only hrolTmg, 3Pecificatiorm, toritt7r!tiV cfmrterinons Pnel Nmrningr. Introducing the new MultiliaTasking Electrical System Dia ,iitostic Nation INTACT" ELITE 4 tur id nclits • The INTACT" eurr is a diagnostic charger, batteryi sterng and charging system J!..1- r, engine starter, DMM, cable voltage drop teeter, with flash -reprogram mode and more, • Multl-taskinc once a diagnostic charge session has been started, the MIcroVATTo ELITE (top analyzer) can be removed from the charger and used to diagnose other vehicles while the charger continues to diagnose and charge the original battery. Conductance and deep scan battery test technology with 150 amp load capability. (clIcidng sound heard when load is appOed) Diagnostic Charge Cycle continuously monitors battery watching trends while maximizing charge acceptance minimizing charge time. Heavy Duty Ready — For more accuracy and capability add amp clamp EECS3013C-2 and cable drop set EECS306C-3. Storms Compirtmont Trahliellnw Coolng Veto I -Assembled In USA of Olebel COrripanents ".,1.,7".0,PPI.,40000011144N .'41-441,14.61,441 eplacm. (L, ftided) EECS306C-5 — 10' Battery Test Cables EECS3O6C-6 — Post Adaptors EECS500-1— Printer Paper Roll EECS3 C—MiemVat" ELITE an • Charging System Test uses the most innovative & decisive method- digital signal processing • Cable Voltage Drop Test — Determine health of vehicle battery cables • Digital Multi meter - Low Volt Automotive, Amps, Ohms, Diode and Basic Oscilloscope - Temperature via optional Snap -on probes or built in infrared sensor • USB and Infrared (IR) connectivity USB software upgradeable for future enhancements like Hybrid • USB data collection: use any thumb drive to move Info to excel - IR & Certificate printing on PC with optional EECS3O6C-7 • Built In Printer — Provides test results and custom shop Information • 3.5 inch large full Color'!a°' VGA Display Color Icons and test result graphs • Visual and Voice prompts help you through the diagnostic process • Diagnostic Charging combines Battery Diagnostics & C iarging • No wasted time trying to charge defective batteries - Battery continuously monitored -150 Amp Load applied, charge progression & conductance progression - Temperature (temperature vansor built into unit) - Will not damage a ettery during the charging process • Minimizes charge t 111;li +zes charge acceptance Tests TP1111 sensors and rale FP145. TPNOI systems. A must have tool for auto repair shops, tire stores, body shops, oil change quick lube and fleets such as rental car repair shops. Tire Pressure Sensor System Tool Comprehensive Domestic, European and Asian coverage. Model -specific sensor testing and verification — displays sensor information on screen. Step-by-step relearn procedures bunt into the tool — no need to consult repair manual or software. Reprogram sensor ID into ECU wfth included OBDII connector for Asian vehicles. Built in Lithium ton rechargeable battery. Frequency signai ! detection provides interference check between RF signals and ECU Updates* via UM and PC. CE Nat AvaIle*e (pendhg) * 14•ta 2 • Includes Charging Cradle See peg° 2 7f,r,rrorit features Erid enetits with scum shots, ACCORS, and *,,vi rings. ',10.41.0**/ronAPArft,,.. TPMS3 TP1133.3 Magnet Diagnoses and tests OE TPM Sensors Make, model and yearspedfic relearn procedures Wireless Key FOB test gmcerccretvwcrecocolgoppooppocc.c.co•moc....poco” , t i• clic • c• I • 4, .4 • #414' 0 • 4c cloic 4 tided Accessories TP1183.01 0101 Cable DoddnOnerfling Cradle LISTED WSJ /11\ WARNINGS For charger 71183-4 USB Cable "Wear safety go. es. (User and I ;tenders) .R ed ,,onal safety precaution/ on me/ 501 to 5E7 In product catalog CAT1100. - • kite tod i !agnostics • earlm 1 od, R ni in. To Y:0 Wo. MODISTM Ultra.integrated Scanner, Scope, Expert Information Features and Benefits • Integrated software suite with scan tool, lab scope, graphing meter, and expert Information makes it easy to verify faults Superfast boot up in only 5 seconds; Get diagnostic results in only 30 seconds Easy one -touch navigation using big 8 inch color touch Screen or keypad operation OEM-specMc scanner coverage for over 40 domestic, Asian and (optional) European makes * Exclusive Fast -Track® Troubleshooter tips save time and avoid comebacks • Exclusive Fast -Track Guided Component Tests vertfy component failures with test procedures, automatic meter setup, connector diagrams and a avefcr. library * Exclusive steady -charge battery technology it WARNING UL autorriatIcally charges from vehicle connector :$ Weer sad* goggles. &nor yett bystanders) 2-4 );" additional features and benefits Reedddon CE Yes Engish Only " altial meaty weiningot or 2aggiNMI~AVIP. pages 1 to V194 In Cabolvl 120o County. of Llt'a atf,entir-AMC, RESOLUTION NO. 2015 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE CITY (BUYER) TO PIGGYBACK THE STATE OF CALIFORNIA WSCA-NASPO COOPERATIVE PRICE AGREEMENT PARTICIPATING ADDENDUM NO. 7-14-99-20.01 WITH IDSC HOLDINGS, LLC, DBA SNAP -ON INDUSTRIAL, A DIVISION OF IDSC HOLDINGS LLC, CONSISTENT WITH SECTION 2.60.260 OF THE NATIONAL CITY MUNICIPAL CODE REGARDING COOPERATIVE PURCHASING, AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH IDSC HOLDINGS, LLC DBA SNAP -ON INDUSTRIAL, A DIVISION OF IDSC HOLDINGS, LLC, TO PURCHASE AND INSTALL AN INTEGRATED, SPACE -SAVING PARTS AND TOOLS STORAGE SYSTEM AND OTHER EQUIPMENT FOR THE NEW PUBLIC WORKS EQUIPMENT MAINTENANCE SHOP LOCATED AT 1726 WILSON AVENUE, IN AN AMOUNT NOT TO EXCEED $230,000 WHEREAS, pursuant to the City's obligation to the former redevelopment agency to carry out the Disposition and Development Agreement (DDA) by and between the Community Development Commission of the City of National City and Paradise Creek Housing Partners, LP, entered into on June 21, 2011, National City Public Works operations at 2100 Hoover Avenue needed to be relocated in order to complete environmental remediation and development of the Westside Infill Transit Oriented Development (WI-TOD) Project; and WHEREAS, because the new space for the mechanics shop at the new location is significantly smaller than the old Public Works shop, there is an immediate need for implementation of a more efficient parts and tools storage system with modernized equipment. The purchase and installation of space -saving integrated parts and tools storage, diagnostics solutions, mobile lifts, and other modernized equipment will allow City Public Works Equipment Maintenance staff to maximize shop space and operations, work more efficiently, and minimize reliance on outside mechanics shops. WHEREAS, Section 2.60.260 of the National City Municipal Code provides that the City may buy directly from a vendor at a price established through competitive bidding by another public agency whose procedures have been determined to be in substantial compliance with the City's procurement procedures, and such a determination has been made in this case. It is therefore recommended that the purchase be made without complying with the competitive bidding procedure set forth in the Municipal Code; and WHEREAS, this Agreement will allow the City to purchase equipment at the fixed unit prices for a total not to exceed amount of $230,000. Funding is provided through the WI- TOD Site Infrastructure Agreement entered into by the City and the Developer on December 17, 2013, per City Council Resolution 2013-194. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby affirms the determination that the State of California's procurement procedures are in substantial compliance with National City's, and pursuant to Section 2.60.260 of the Municipal Code, authorizes the waiver of the bidding process. BE IT FURTHER RESOLVED that the City Council authorizes the City to piggyback the State of California WSCA-NASPO Cooperative Price Agreement Participating Addendum No. 7-14-99-20.01 with IDSC Holdings, LLC, dba Snap -on Industrial, a Division of IDSC Holdings, LLC, to allow for the purchase and installation of an integrated, space -saving Resolution No. 2015 — Page Two parts and tools storage system and other equipment for the new Public Works Equipment Maintenance Shop located at 1726 Wilson Avenue, in an amount not to exceed $230,000. BE IT FURTHER RESOLVED that the City Council authorizes the Mayor to execute an Agreement with IDSC Holdings, LLC, dba Snap-On Industrial, a Division of IDSC Holdings, LLC, for the purchase and installation of an integrated, space -saving parts and tools storage system and other equipment for the new Public Works Equipment Maintenance Shop located at 1726 Wilson Avenue, in an amount not to exceed $230,000. PASSED and ADOPTED this 16th day of June, 2015. ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Claudia Gacitua Silva City Attorney Ron Morrison, Mayor CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950 619-336-4228 phone / 619-336-4229 fax "K/7JNAlED A9 Michael R. Dalla, CMC - City Clerk June 24, 2015 Mr. Dennis Sprong Snap -on Industrial 551 Gem Lane Ramona, CA 92065 Dear Mr. Sprong, On June 16th, 2015, Resolution No. 2015-94 was passed and adopted by the City Council of the City of National City, authorizing execution of an Agreement with IDSC Holdings LLC dba Snap -on Industrial. We are enclosing for your records a certified copy of the above Resolution and a fully executed original Agreement. Michael R. Dalla, CMC City Clerk Enclosures cc: Engineering Dept.