25D - AGMT - STORES CONSIGNMENT INVENTORY PROGRAM

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AGREEMENT FOR PROVISION OF MAINTENANCE REPAIR AND OPERATIONS SUPPLIES ON CONSIGNMENT BASIS This Agreement ("Agreement") is made and entered into this day of , 2012, (the "Effective Date") by and between Single Point Alliance, Inc., a California corporation and wholly-owned subsidiary of Shamrock Supply Company, Inc., with its corporate offices located at 3366 E. La Palma Avenue, Anaheim, California 92806-2814 ("SPA") and the City of Santa Ana, a charter city and municipal corporation of the State of California, located at 20 Civic Center Plaza (M-30), Santa Ana, California 92702 ("City"). RECITALS City issued Request for Proposals # 11-059, dated December 16, 2011, seeking a Central Stores Consignment Inventory Solution for the City's various departments and operations. 2. SPA submitted a responsive Proposal dated January 26, 2012. 3. City now desires to retain a contractor having the special knowledge and ability to supply maintenance, repair and operations equipment and materials. 4. SPA is able and willing to provide such equipment and materials on a consignment basis. 5. In undertaking the performance of this Agreement, SPA represents that it is knowledgeable in its field and that any services performed by it under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. TERM. The term of this Agreement shall be for a period of two (2) years commencing on , and terminating on unless terminated earlier in accordance with Section 8, herein. The term may be extended for up to two successive two-year terms upon the mutual consent of the parties. 2. REPRESENTATIVES For purposes of implementing this Agreement, the representative of City shall be the Director of Finance and Management Services, or his designated representative, and the representative of SPA shall be the Director, Finance, or his/her designated representative. Except as may be otherwise stated herein, such representatives shall have the authority to act on behalf of their respective parties in carrying out the terms of this Agreement. 3. SPA RESPONSIBILITIES SPA shall deliver or cause to be delivered, at City's request, an inventory of maintenance, repair and operations products ("MRO Products") to be purchased for use by City at the prices set forth in Exhibit A, attached hereto and incorporated by reference. Until issued by City, the MRO Products shall be deemed on consignment, and not on a sale or return basis, in accordance with 25D-3