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EXHIBIT 1 <br />AGREEMENT FOR CONSIGNMENT VEHICLE PARTS AND ACCESSORIES <br />BETWEEN ELLIOTT AUTO SUPPLY CO., INC AND <br />CITY OF SANTA ANA <br />THIS AGREEMENT ("Agreement") is made and entered into on this 1st day of July, 2024 by <br />and between Elliott Auto Supply Co., Inc. dba Factory Motor Parts, ("Contractor"), and the City <br />of Santa Ana, a charter city and municipal corporation organized and existing under the <br />Constitution and laws of the State of California ("City"). <br />RECITALS <br />A. The City desires to retain a Contractor to establish a vendor -owned inventory <br />(consignment) based model to provide miscellaneous fleet vehicle parts and accessories, <br />necessary to maintain, repair, and operate the City's fleet of vehicles and equipment. <br />B. Contractor represents that Contractor is able and willing to provide such services to the <br />City. <br />C. In undertaking the performance of this Agreement, Contractor represents that it is <br />knowledgeable in its field and that any services performed by Contractor under this <br />Agreement will be performed in compliance with such standards as may reasonably be <br />expected from a professional consulting firm in the field. <br />NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the <br />terms and conditions hereinafter set forth, the parties agree as follows: <br />1. SCOPE OF SERVICES <br />Contractor shall perform during the term of this Agreement, the tasks and obligations <br />required to supply an on and off -site inventory of parts and shop supplies necessary to maintain, <br />repair and operate the City's fleet of vehicles and equipment including but not limited to, a full <br />line of light and heavy duty equipment parts, Original Equipment Manufacturer (OEM) parts, <br />small engine parts, hydraulic hoses, fasteners, tires, steel, welding supplies, safety supplies, <br />chemicals, equipment, and all fluids associated with automotive vehicles (i.e. lubricants, <br />antifreeze, brake fluids, etc.) as described and set forth in Exhibit A, attached hereto and <br />incorporated by reference. <br />2. COMPENSATION <br />a. City agrees to pay, and Contractor agrees to accept as total payment for its services for <br />City, the rates and charges identified in Exhibit A. The total amount to be expended <br />shall not exceed $500,000 per year, for a total amount not to exceed $1,500,000, during <br />the term of this Agreement including any extensions. <br />b. Payment by City shall be made within forty-five (45) days following receipt of proper <br />invoice evidencing work performed, subject to City accounting procedures. City and <br />Contractor agree that all payments due and owing under this Agreement shall be made <br />Page 1 of 8 <br />#392321v1 <br />