Loading...
14911 1 RESOLUTION NO. 14,911 2 3 A RESOLUTION TO AUTHORIZE THE CITY MANAGER TO ENTER 4 INTO A PUBLIC AGENCY SERVICE AGREEMENT TO PROVIDE 5 FLEET MAINTENANCE, REPAIR AND FUELING SERVICES FOR 6 LITTLE ROCK CONVENTION AND VISITORS BUREAU VEHICLES 7 AND EQUIPMENT; AND FOR OTHER PURPOSES. 8 9 WHEREAS, Arkansas Code Ann. §25-20-108(a)(West Supp.2018)authorizes one(1)or more public 10 agencies to contract with any one (1) or more other public agencies to perform any governmental service, 11 activity or undertaking which each of the public agencies entering into the contract is authorized by law to 12 perform alone; and, 13 WHEREAS,Arkansas Code Ann. § 19-11-250 (West Supp.2018)authorizes any public procurement 14 unit by agreement to acquire commodities belonging to another public procurement unit independent of the 15 statutory requirements for source selection and commodity management; and, 16 WHEREAS,the City of Little Rock owns and operates several fleet maintenance and repair service 17 facilities ("Fleet Service Centers") for the purpose of routine maintenance and repair of City-owned 18 vehicles and mechanical equipment; and, 19 WHEREAS, the City of Little Rock purchases and distributes fuel to City Departments and 20 instrumentalities as needed to carry out public services; and, 21 WHEREAS,the Little Rock Convention and Visitors Bureau(LRCVB)owns vehicles and equipment 22 but does not operate a fleet services facility or fueling facility; and, 23 WHEREAS, the LRCVB and its governing body, the Little Rock Advertising and Promotion 24 Commission are interested in establishing a contractual relationship with the City for the performance of 25 vehicle maintenance and repair services and for the purchase of fuel at the City's Fleet Service Centers; 26 and, 27 WHEREAS,the additional fleet services and fueling responsibilities will not have significant impact 28 on the City's Fleet Service Center operations, and the additional cost to the City for labor, parts and fuel . 29 will be reimbursed by LRCVB. 30 NOW,THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY 31 OF LITTLE ROCK,ARKANSAS: 32 Section 1. Pursuant to the authority set forth in Arkansas Code Ann. § 25-20-108 (West Supp. 2018) 33 and pursuant to the authority set forth in Arkansas Code Ann. § 19-11-250 (West Supp. 2018), the City [Page 1 of 13] 1 Manager is authorized to enter into a Public Agency Service Agreement, in a form to be approved by the 2 City Attorney; a copy of which is attached as Exhibit A, to provide Maintenance, Repair and Fueling 3 Services for LRCVB vehicles and equipment for a one (1)-year term with option to renew the agreement 4 for five(5)additional one(1)-year terms by mutual agreement of the parties. 5 Section 2. Severability. In the event any title, section, paragraph, item, sentence, clause, phrase, or 6 word of this resolution is declared or adjudged to be invalid or unconstitutional, such declaration or 7 adjudication shall not affect the remaining portions of the resolution which shall remain in full force and 8 effect as if the portion so declared or adjudged invalid or unconstitutional were not originally a part of the 9 resolution. 10 Section 3. Repealer. All laws, ordinances,resolutions,or parts of the same,that are inconsistent with 11 the provisions of this resolution,are hereby repealed to the extent of such inconsistency. 12 Section 4. This resolution will be in full force and effect from and after the date of its adoption. 13 ADOPTED: December 18,2018 14 ATTES APPRO 'r 1: 15 16 17 S..- '.ngy, Clerk Mark Stodo .,Mayor 18 APPR c!VE I S .'O LEGAL FORM: 19 �1vwl - 20 40' /a4 21 Thomas M. Carpenter, City Atto: ey 22 // 23 // 24 // 25 // 26 // 27 // 28 // 29 // 30 // 31 // 32 // 33 // 34 // 35 // [Page 2 of 13] 1 EXHIBIT A 2 3 FLEET MAINTENANCE AND REPAIR SERVICES AGREEMENT 4 5 This Fleet Maintenance and Repair Services Agreement("Agreement") is executed this day 6 of ,2018,by and between the City of Little Rock, a municipal corporation organized 7 under the laws of the state of Arkansas ("City") and the Little Rock Advertising and Promotion 8 Commission, an instrumentality of the City d/b/a the Little Rock Convention and Visitors Bureau 9 ("LRCVB"). 10 WITNESSETH: 11 WHEREAS,the City owns and operates several fleet maintenance and repair service facilities("Fleet 12 Service Centers") for the purpose of routine maintenance, mechanical repair and fueling of City-owned 13 vehicles and mechanical equipment; and, 14 WHEREAS,the LRCVB does not own or operate a fleet services facility,and currently contracts with 15 private automotive centers for maintenance, repair and fueling of LRCVB vehicles and equipment; and, 16 WHEREAS,the LRCVB is interested in entering a more cost effective public agency contract for the 17 performance of fleet maintenance and mechanical repair services and for the purchase of fuel at the City's 18 Fleet Service Centers: and, 19 WHEREAS, the addition of maintenance, repair and fueling responsibilities for the LRCVB's 20 vehicles and equipment will not have significant impact on the City's Fleet Service Center operations; 21 and, 22 WHEREAS, the City's tax-exempt fuel may be used in LRCVB's vehicles and equipment since the 23 LRCVB is an instrumentalityof the City that provides for City operations; and, 24 WHEREAS,the City's Board of Directors and the Little Rock Advertising& Promotion Commission 25 have authorized the execution of this Agreement by approval of Little Rock Board Resolution No. 26 on December ,2018 and by approval of Little Rock Advertising&Promotion Commission 27 Resolution No. on ,20 . 28 NOW,THEREFORE,in consideration of the mutual covenants hereinafter set forth,the City and the 29 LRCVB agree as follows: 30 Article 1.TERM AND CONSIDERATION 31 1.01 Term. The term of this Agreement shall be for one (1)-year, beginning on the date of final 32 execution of this Agreement. LRCVB shall have the option to renew this Agreement for five 33 (5)additional one(1)-year terms by providing the City with written notice of intent to renew 34 at least thirty (30)days prior to the expiration of the then-current term. [Page 3 of 13] • 1 1.02 Consideration. For and in consideration of the covenants set forth below,and in exchange for 2 preventive maintenance,mechanical repair and fueling services provided for LRCVB vehicles 3 and equipment,the LRCVB agrees to reimburse the City as follows: 4 1.02.1 For service and repair of LRCVB vehicles and equipment,LRCVB shall pay Fifty- 5 Six and 02/100 Dollars($56.02) per technician hour and shall pay the City for the 6 cost of all mechanical parts and supplies used to service and repair LRCVB a 7 vehicles and equipment plus a 25% shipping and handling charge. 8 1.02.2 For the fueling of LRCVB vehicles,LRCVB shall reimburse the City for the City's 9 cost of the fuel plus fifteen(15)cents per gallon administrative charge. 10 1.03. Sales Tax. Any applicable sales tax for services performed or supplies provided under this 11 Agreement will be collected from LRCVB by the City and remitted to the Arkansas 12 Department of Finance Administration. 13 Article 2. SCOPE OF SERVICES 14 2.01 Basic Service. Upon request for basic service by the LRCVB's authorized agent,the City 15 shall perform a multi-point inspection and routine service as recommended in the 16 manufacturer's service manual for that particular vehicle or piece ofequipment. 17 2.02 Additional Service and Mechanical Repair. The City shall perform additional preventive 18 maintenance services and mechanical repair services on LRCVB vehicles and heavy equipment 19 as recommended by a Fleet Service Center technician or as requested by the LRCVB's 20 designated fleet services agent, provided that any additional service or mechanical repair is 21 approved by the LRCVB agent's signature on a City service authorization form that describes 22 the requested service. 23 2.03 Roadside Service. If requested by the LRCVB's authorized agent, the City shall provide 24 roadside service for disabled LRCVB vehicles during normal business hours. 25 2.04 Excluded Services. Service provided pursuant to Article 2 of this Agreement shall not include 26 bodywork, starter repair, automatic transmission rebuild or towing. 27 2.05 Staff.The City represents that it will secure at its own expense all staff required to perform 28 the services under this Agreement. It is expressly agreed that the City enters this 29 Agreement as a political subdivision providing mechanical maintenance,repair and fueling 30 service to LRCVB property as is necessary and proper for the administration of LRCVB 31 affairs. The LRCVB shall carry no Worker's Compensation Insurance, health or accident 32 insurance to cover the fleet services technicians who provide services pursuant to this 33 Agreement; nor shall the LRCVB pay any contribution to Social Security, unemployment 34 insurance, Federal or State Withholding Taxes, nor provide any other contributions or [Page 4 of 13] 1 benefits for Fleet Services Technicians which might otherwise be expected in an employer- 2 employee relationship, it being specifically understood and agreed that the fleet services 3 technicians providing services pursuant to this Agreement are employees of and work under 4 the direction of the City. 5 2.06 Identification of Vehicles and Equipment. The LRCVB may request preventative 6 maintenance and repair service pursuant to this Agreement for the vehicles and equipment 7 described in Attachment "A" LRCVB Vehicles and Equipment, attached hereto and 8 incorporated herein by this reference. This list of vehicles and equipment may be modified 9 if agreed to in writing signed by the parties hereto. 10 Article 3. FLEET SERVICE CENTERS 11 3.01 Locations. The following locations are designated Fleet Service Centers for purposes of this 12 Agreement.The City reserves the right to close or relocate designated Fleet Service Centers by 13 sending written notice of a change in facility status to the LRCVB's designated contact person. 14 3.01.1 J. E. Davis Drive (3314 J.E. Davis Drive): Service and repair of diesel, 15 gasoline, fire apparatus, police cruisers, heavy trucks, and construction 16 equipment. Major repairs on light to medium duty vehicles are also performed 17 at this location. 18 3.01.2 Landfill Shop (10803 Ironton Cutoff Road): Service and repair of heavy 19 construction equipment. 20 3.01.3 6th and Ferry Street (501 Ferry Street): Service and repair of light to 21 medium duty vehicles and equipment. 22 3.02 Hours of Operation. The J.E.Davis and Landfill Shop Fleet Service Centers are open from 8:00 23 AM - 5:00 PM, Monday through Friday except on designated City holidays described in 24 Attachment "B"—2018 and 2019 Holiday Schedule. The 6th and Ferry Fleet Service Center is 25 open from 8:00 AM - 4:30 PM,Monday through Friday except designated City holidays. The 26 City's Fleet Service Centers may close for normal operations during inclement weather. 27 However, LRCVB vehicles that are needed to provide essential service during inclement 28 weather may be serviced at the J.E. Davis Service Center pursuant to the City's inclement 29 weather policy. 30 3.03 Appointments. LRCVB vehicles and equipment may be delivered to a particular Fleet Service 31 Center for maintenance or repair by prior appointment only. Appointments may be scheduled 32 and a Fleet Service Center location designated for the requested service by calling the Little 33 Rock Fleet Service Writer at(501)918-4240. 34 [Page 5 of 13] • 1 Article 4. DISCLAIMER OF WARRANTIES. 2 4.01 Manufacturer's Warranty. The City shall use only genuine manufacturer's parts or parts of 3 equal quality for the service and repair of LRCVB vehicles and equipment. However,the 4 only warranties applying to mechanical parts used in the service or repair of LRCVB's 5 vehicles are those which may be offered by the manufacturer. THE CITY HEREBY 6 EXPRESSLY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR 7 IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF 8 MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,WITH 9 RESPECT TO ALL MECHANICAL PARTS AND SUPPLIES USED IN THE 10 SERVICE OR REPAIR OF LRCVB'S VEHICLES AND EQUIPMENT, AND 11 NEITHER ASSUMES,NOR AUTHORIZES ANY OTHER PERSON TO ASSUME 12 FOR IT, ANY LIABILITY IN CONNECTION WITH THE MECHANICAL 13 PARTS AND SUPPLIES USED TO SERVICE OR REPAIR LRCVB'S 14 VEHICLES AND EQUIPMENT. 15 4.02 Preventive Maintenance Schedules. Although preventive maintenance schedules are 16 designed to reduce mechanical breakdowns and to extend the anticipated useful life of vehicles 17 and equipment,the City does not guarantee extended useful life of the LRCVB's vehicles and 18 equipment nor guarantee a reduced number of breakdowns. 19 4.03 Immunity. The parties acknowledge and accept the fact that entry into this Agreement in 20 no way diminishes or waives the constitutional,common law or statutory immunity that the 21 parties enjoy by virtue of their status as a public agency or political subdivision of the State 22 of Arkansas. 23 Article 5. LRCVB'S DUTIES 24 5.01 Authorized Agents. LRCVB shall provide a list of agents designated for the purpose of 25 authorizing service,repair and fueling requests under this Agreement.This list and any changes 26 thereto shall be verified by notarized signature of the LRCVB's authorized signatory and 27 delivered to the City's Fleet Services Director. 28 5.02 Payment. By the 15"' day of each month,LRCVB shall submit payment for technician hours, 29 parts used for maintenance and repair,and fuel purchased for LRCVB vehicles and equipment 30 during the previous month, as listed on the City's monthly billing invoice. All payments to the 31 City required by this Agreement shall be made payable to "City of Little Rock" and submitted 32 to the Fleet Services Department, Attn: Fleet Services Director, 3314 J.E. Davis Drive, Little 33 Rock, AR 72209. [Page 6 of 13] • 1 5.03 Service Manuals. If requested by the City's Fleet Services Director,LRCVB shall provide the 2 Manufacturer's Service Manual for a specified vehicle or piece of equipment prior to its service. 3 5.04 Scheduling Preventive Maintenance. If requested by the LRCVB's authorized agent,the City 4 will provide information regarding prior service of LRCVB vehicles and equipment pursuant 5 to this Agreement. However, LRCVB is responsible for determining when preventive 6 maintenance is due for its vehicles and equipment and is responsible for scheduling needed 7 service. 8 5.05 Towing. Any LRCVB vehicle or equipment that must be towed to or from a Fleet Service 9 Center location shall be towed by LRCVB and shall not be towed pursuant to the City's Towing 10 Service Contract. 11 5.06 Proper Use of Tax-Exempt Fuel. The Federal Excise Tax exemption for diesel fuel that is 12 purchased by the City requires that the fuel must be purchased for the exclusive public use of 13 the City and its instrumentalities. Misuse of tax-exempt fuel could subject the responsible public 14 officials to fines and imprisonment. Therefore,fuel purchased from the City by LRCVB shall be 15 used only in LRCVB vehicles and equipment to carry out LRCVB functions and shall not be used 16 for non-LRCVB purposes. Violation of this provision by LRCVB or LRCVB's agents, 17 employees or representatives shall be grounds for immediate termination of this Agreement. 18 5.07 Indemnification. LRCVB shall indemnify the City from any and all costs, fees, expenses, 19 causes of action, fines, penalties or liability for violation of Section 5.06 above by LRCVB's 20 agents, employees or representatives. 21 Article 6. BILLING 22 6.01 Monthly Invoice.The City shall send a monthly invoice to the LRCVB's designated contact person 23 by the 5' day of each month, detailing service, repair and fueling transactions for the previous 24 month. Each invoice shall contain the following information: the vehicle or piece of equipment 25 serviced, repaired or fueled; the nature of the work performed on that vehicle or equipment; the 26 technician hours spent on the work; mechanical parts installed; the cost of each mechanical part 27 installed;the type and amount of fuel dispensed for that vehicle; and any applicable sales tax. 28 6.02 Service Transaction Printouts. If requested by an authorized agent of the LRCVB,the City shall 29 provide a transaction printout describing the details of any maintenance or repair that was 30 performed on a specified vehicle or piece of equipment pursuant to this Agreement. 31 Article 7.NOTICE 32 7.01 Notice. Any notices or demands required by this Agreement shall be in writing and delivered by 33 courier or mailed in the United States mail,postage prepaid: 34 [Page 7 of 13] 1 7.01.1 To the City: Willie Hinton,Jr. 2 Director of Fleet Services 3 3314 J. E. Davis Drive 4 Little Rock, AR 72209 5 6 7.01.2 To LRCVB: Tammy Gorbet 7 Little Rock Convention and Visitors Bureau 8 By Mail: Post Office Box 1513 9 Little Rock,AR 72203 10 By Courier: 101 South Spring Street, Suite 400 11 Little Rock,AR 72201 12 Article 8.TERMINATION 13 8.01 Termination. Either party shall have the right to terminate this Agreement for loss of 14 funding or other good cause by giving written notice of termination to the other party at least 15 thirty(30) days before the effective date of such termination. The City reserves the right 16 to terminate this Agreement immediately upon determination by the City that tax-exempt 17 fuel purchased by LRCVB has been used in violation of section 5.06 of this Agreement. 18 8.02 Continuing Obligations. All continuing covenants or obligations herein shall survive 19 expiration or earlier termination of this Agreement. 20 ARTICLE 9.NON-DISCRIMINATION 21 LRCVB agrees to comply with all applicable federal and state laws and regulations regarding 22 nondiscrimination, and specifically agrees not to discriminate against any individual on the 23 basis of race, color, creed, religion, sex, national origin, age, disability, marital status, sexual 24 orientation, gender identity, or genetic information, and to require such compliance in 25 contractual agreements with subcontractors and sub-subcontractors. 26 ARTICLE 10. TITLE VI CIVIL RIGHTS ACT IMPLEMENTATION AND ASSURANCES 27 LRCVB, and its sub-contractors, sub-recipients, sub-grantees, successors, transferees, or assignees, shall 28 comply with: 29 (A) Title VI of the Civil Rights Act of 1964(42 U.S.C. §2000d et seq.,78 stat.252)and 30 its applicable Federal Statutory, regulatory authorities, other pertinent directives, 31 circulars, policy, memoranda, and guidance prohibiting discrimination on the basis 32 of race, color, national origin, age, sex, and disability and give assurance that it will 33 promptly take any measures necessary to ensure such compliance; 34 (B) All applicable provisions governing the City of Little Rock's and applicable federal 35 department's or agency's access to records, accounts, documents, information, 36 facilities, and staff; 37 [Page 8 of 13] 1 (C) Any program or compliance reviews,or complaint investigations,or both,conducted 2 by the City, or Federal Department or Agency; 3 (D) Record retention and reporting requirements, maintain and preserve all project 4 records for a minimum of five(5) years and all requests for documents and materials 5 in a timely, complete,and accurate manner; and 6 (E) All other reporting, data collection, and evaluation requirements, as required by the 7 City, prescribed by law, or detailed in program guidance. 8 Article 11. MISCELLANEOUS 9 11.01 Modification. Any modifications to this Agreement or its Attachments shall be in writing 10 signed by the parties hereto. 11 11.02 Governing Law. This Agreement shall be construed in accordance with the laws of the State 12 of Arkansas, and venue for any action related thereto shall lie exclusively in a court of 13 competent jurisdiction in Pulaski County, Arkansas. 14 11.03 No Waiver. Failure of the City to enforce any of the provisions of this Agreement or to 15 require performance by LRCVB of any of the provision hereof, shall in no way be 16 construed to be a waiver of such provisions nor in any way to affect the validity of this 17 Agreement or any part thereof, or the right of the City to thereafter enforce each and every 18 such provision. 19 11.04 Assignment. This Agreement shall not be assigned or transferred by either party. 20 11.05 Captions. All captions contained in this Agreement are inserted only as a matter of 21 convenience and in no way define, limit or extend the scope or intent of this Agreement. 22 11.06 Entire Agreement. This Agreement and the documents referenced herein contain the 23 complete and entire agreement of the parties with respect to the services and obligations 24 contemplated herein, and supersede all prior negotiations, agreement, representations and 25 understandings,if any,among the parties regarding such matters. 26 11.07 Severability. In the event any section, subsection, or sentence of this Agreement is 27 declared or adjudged to be invalid or unconstitutional, such declaration or adjudication 28 shall not affect the remaining provisions of this Agreement, as if such invalid or 29 unconstitutional provision was not originally a part of this Agreement. 30 11.08 Opportunity for Legal Review. Both parties acknowledge that they have had full 31 opportunity to review this Agreement with legal counsel. Therefore, this Agreement shall 32 be construed without regard to the identity of the persons who drafted the provisions 33 contained herein. Moreover, each and every provision of the Agreement shall be construed 34 as though each party hereto participated equally in the drafting thereof. As a result of the [Page 9 of 13] • 1 foregoing, any rule of construction that the document is to be construed against the drafting 2 party shall not be applicable. 3 11.09 Copies Same as Original. This Agreement shall be executed in the original and any number 4 of copies. Any copy of this Agreement so executed shall be deemed an original and shall be 5 deemed authentic for any other use. 6 11.10 Authority to Execute Agreement. The undersigned officials hereby represent and warrant 7 that they have full and complete authority to act on behalf of the City or the LRCVB and that, 8 by their signatures below, the terms and provisions hereof, constitute valid and enforceable 9 obligations of each party. 10 IN WITNESS WHEREOF, the parties have signed this Agreement in duplicate on the dates noted 11 below. 12 CITY: LRCVB: 13 City of Little Rock,Arkansas Little Rock Convention and Visitors Bureau 14 15 16 Bruce T.Moore, City Manager Gretchen Hall,CEO 17 18 Date: Date: 19 20 ATTEST: ATTEST: 21 22 23 Susan Langley,City Clerk 24 25 Date: Date: 26 27 APPROVED AS TO LEGAL FORM: 28 29 30 Thomas M. Carpenter,City Attorney 31 32 33 By: 34 Beth Blevins Carpenter,Deputy City Attorney 35 36 // 37 // [Page 10 0113] 1 ATTACHMENT"A" 2 LRCVB Vehicles and Equipment 3 4 s i 2012 Mitsubishi FE160 FUSO Box Truck V1N: JL6BNG1A6CK006296 Lic. #X 24957 2018 Ford F-150 Pickup V1N: 1FTEW1CB7JKF16708 Lic.#844 XLE 2001 Chev. Silverado SC1 Pickup VIN: 1GCEC14W71Z162111 Lic. #982 IGN 2005 Dodge Neon 4-Door VIN: 1B3ES26C95D191805 Lic. #819 J1N 2006 Chev. Silverado Pickup VIN: 3GCED14X86G274304 Lic. #489 LBN 2008 Chev.Impala 4-Door VIN: 2G1WB55K081334579 Lic. #200 RFI 2007 Chev.Express 2500 Van YIN: 1GCGG25VX71156366 Lic.#392 LHJ 2012 Ford F-150 Pickup VIN: 1FTMF1CM6CKD98389 Lic.#361 RFI 5 // 6 // 7 // 8 // 9 // 10 // 11 // 12 // 13 // 14 // 15 // 16 // 17 // 18 // 19 // [Page 11 of 13] 1 ATTACHMENT"B" 2 2018 Holiday Schedule 3 4 5 HOLIDAY DAY OBSERVED 6 New Year's Day January 1,2018 7 Monday 8 9 Martin Luther King,Jr.,Birthday January 15,2018 10 Monday 11 12 President's Day February 19, 2018 13 Monday 14 15 Memorial Day May 28,2018 16 Monday 17 18 Independence Day July 4,2018 19 Wednesday 20 21 Labor Day September 3,2018 22 Monday 23 24 Veterans Day November 12,2018 25 Monday 26 27 Thanksgiving Day November 22, 2018 28 Thursday 29 30 Christmas Day December 25,2018 31 Tuesday 32 // 33 // 34 // 35 // 36 // 37 // 38 // 39 // 40 // 41 // 42 // 43 // 44 [Page 12 of 13] 1 ATTACHMENT "B" 2 2019 Holiday Schedule 3 4 HOLIDAY DAY OBSERVED 5 New Year's Day January 1,2019 6 Tuesday 7 8 Martin Luther King,Jr.,Birthday January 21 9 Monday 10 11 President's Day February 18, 2019 12 Monday 13 14 Memorial Day May 27,2019 15 Monday 16 17 Independence Day July 4, 2019 18 Thursday 19 20 Labor Day September 2,2019 21 Monday 22 23 Veterans Day November 11,2019 24 Monday 25 26 Thanksgiving Day November 28,2019 27 Thursday 28 29 Christmas Day December 25,2019 30 Wednesday. 31 // 32 // 33 // 34 // 35 // 36 // 37 // 38 // 39 // 40 // 41 // 42 // 43 // [Page 13 of 13]