GSD-B Formal Product CPA - DPW (12-2023)
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FORMAL COOPERATIVE PURCHASE AGREEMENT
THIS AGREEMENT (Agreement) is made and entered into, effective on ______________________, by and between CITY OF FRESNO, a California municipal corporation (City), and AUTOZONE PARTS, a corporation (Vendor).
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and promises hereinafter contained to be kept and performed by the respective parties, it is mutually agreed as follows:
1. The Charter for the City allows for cooperative purchase agreements for materials, supplies, and equipment. The City may use another government agency’s agreement, as an exception to the competitive bid process. The Parties agree that the Vendor has entered a contract with Sourcewell Contract 100124-AUZ (Original Government Contract). The solicitation for the Original Government Contract is attached as Exhibit A.
2. Vendor’s Obligation. Vendor shall provide those services and carry out that work described in the Original Government Contract, which is attached hereto as Exhibit B and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
3. City’s Obligation. City shall make to the Vendor those payments described in Exhibits A and B, subject to all the terms and condition contained or incorporated herein
4. Notwithstanding the requirements that the Original Government Contract is fully binding on the Parties, the parties have agreed to modify certain non-material provisions of the Original Government Contract as applied to this Agreement between the Vendor and the City, as follows:
a) City’s Insurance and Indemnity provisions attached as Exhibit C. b) Address change for the City: Notwithstanding the address and contract information for the government entity as set out in Exhibit B, the Vendor agrees that notices and invoices will be sent to:
City of Fresno
Attention: Melissa Perales
2101 G Street, Bldg. A
Fresno, CA 93706
Phone: (559) 621-1157
E-mail: [email protected]
c) Notwithstanding anything in Exhibits A and B to the contrary, this Agreement shall be governed by, and construed and enforced in accordance with , the laws of the State of California, excluding however, any conflict of laws rule which would apply the law of another jurisdiction.
GSD-B Formal Product CPA - DPW (12-2023)
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Venue for purposes of the filing of any action regarding the enforcement or interpretation of this Agreement and any rights and duties hereunder shall be Fresno County, California.
d) All other provisions in the Original Government Contract are fully binding on the parties and will represent the agreement between the City and the Vendor.
5. The City Manager, or designee, is hereby authorized and directed to execute and implement this Agreement. The previous sentence is not intended to delegate any authority to the City Manager to administer the Agreement, any delegation of authority must be expressly included in the Agreement.
[Signatures follow on the next page.]
GSD-B Formal Product CPA - DPW (12-2023)
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IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, the day and year first above written.
CITY OF FRESNO,
a California municipal corporation
By:
Melissa Perales
Purchasing Manager
General Services Department
APPROVED AS TO FORM:
ANDREW JANZ
City Attorney
By:
Date
Deputy City Attorney
ATTEST:
$0<$//(5 City Clerk
By:
Deputy
AUTOZONE PARTS, a corporation
By:
Name:
Title:
(If corporation or LLC., Board Chair,
Pres. or Vice Pres.)
By:
Name:
Title:
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
VENDOR:
AUTOZONE PARTS
Attention: Shant Aslan
123 S Front Street
Memphis, TN 38103
Phone: (310) 901-1751
E-mail: [email protected]
Attachments:
Exhibit A - Original Solicitation
Exhibit B - Original Government Contract
Exhibit C - City’s Insurance and Indemnity
yyyyyyyyyyyyyyyyyyyyyyyyyyyy:
Pres. or Vice
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BBBBByBBBBBBBBBBBBBBBBBB :
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EXHIBIT A
Rev. 6/2024 Sourcewell RFP #100124
Aftermarket Vehicle Parts and Supplies
RFP #100124
REQUEST FOR PROPOSALS
for
Aftermarket Vehicle Parts and Supplies
Proposal Due Date: October 1, 2024, 4:30 p.m., Central Time Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Aftermarket Vehicle Parts and Supplies to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [ https://proportal.sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than October 1, 2024, at 4:30 p.m. Central Time, and late proposals will not be considered.
SOLICITATION SCHEDULE
Public Notice of RFP Published: August 13, 2024
Pre-proposal Conference: September 6, 2024, 10:00 a.m., Central Time Question Submission Deadline: September 23, 2024, 4:30 p.m., Central Time Proposal Due Date: October 1, 2024 , 4:30 p.m., Central Time Late responses will not be considered.
Opening: October 1, 2024, 4:30 p.m., Central Time
See RFP Section V.G. “Opening”
Rev. 6/2024 Sourcewell RFP #100124
Aftermarket Vehicle Parts and Supplies
I. ABOUT SOURCEWELL
A. SOURCEWELL
Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that facilitates a competitive public solicitation and contract award process for the benefit of its 50,000+ participating entities across the United States and Canada. Sourcewell’s solicitation process complies with State of Minnesota law and policies, conforms to Canadian trade agreements (including Canadian Free Trade Agreement, Ontario-Quebec Trade and Cooperation Agreement, and Canada-European Union Comprehensive Economic and Trade Agreement, as applicable), and results in cooperative purchasing solutions from which Sourcewell’s Participating Entities procure equipment, products, and services.
Cooperative purchasing provides participating entities and suppliers increased administrative efficiencies and the power of combined purchasing volume that result in overall cost savings. At times, Sourcewell also partners with other purchasing cooperatives to combine the purchasing volume of their membership into a single solicitation and contract expanding the reach of contracted suppliers’ potential pool of end users.
Sourcewell uses a website-based platform, the Sourcewell Procurement Portal, through which all proposals to this RFP must be submitted.
B. USE OF RESULTING CONTRACTS
In the United States, Sourcewell’s contracts are available for use by:
Federal and state government entities1;
Cities, towns, and counties/parishes;
Education service cooperatives;
K-12 and higher education entities;
Tribal government entities;
Some nonprofit entities; and
Other public entities.
In Canada, Sourcewell’s contracts are available for use by current and future members including:
Federal, provincial, and territorial government departments, ministries, agencies, boards, councils, committees, commissions, and similar agencies; Indigenous self-governing bodies;
Regional, local, district, and other forms of municipal government, municipal organizations, school boards, and publicly funded academic, health, and social service 1 Pursuant to HAR §3-128-2, the State of Hawaii, Department of Accounting and General Services, State Procurement Office, on beha lf of the State of Hawaii and participating jurisdictions, has provided notice of its Intent to Participate in the solicitation as a participating entity.
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Aftermarket Vehicle Parts and Supplies
entities referred to as MASH sector (this should be construed to include but not be limited to the cities of Calgary, Edmonton, Toronto, Ottawa, and Winnipeg), as well as any corporation or entity owned or controlled by one or more of the preceding entities; Crown corporations, government enterprises, and other entities that are owned or controlled by these entities through ownership interest; and Canoe procurement group of Canada’s current and future members. Canoe members include:
o Federal, provincial and territorial government departments, ministries, agencies, boards, councils, committees, commissions, and similar agencies; o Crown corporations, government enterprises, and other entities that are owned or controlled by these entities through ownership interest; o Indigenous self-governing bodies;
o Airport authorities;
o Regional, local, district, and other forms of municipal government, municipal organizations, school boards, and publicly funded academic, health, and social service entities referred to as MASH sector (this should be construed to include but not be limited to the cities of Calgary, Edmonton, Toronto, Ottawa, and Winnipeg), as well as any corporation or entity owned or controlled by one or more of the preceding entities; and
o Canoe procurement group of Canada’s current and future partner associations, including Saskatchewan Association of Rural Municipalities, Association of Manitoba Municipalities, Local Authorities Services/Association of Municipalities Ontario, Nova Scotia Federation of Municipalities, Federation of Prince Edward Island Municipalities, Municipalities Newfoundland Labrador, Union of New Brunswick Municipalities, Northwest Territories Association of Communities, Association of Yukon Communities, CivicInfo BC, Association and their current and future members.
For a listing of current United States and Canadian Participating Entities visit Sourcewell’s website (note: there is a tab for each country): https://www.sourcewell-mn.gov/sourcewell-for- vendors/agency-locator.
Participating Entities typically access contracted equipment, products, or services through a purchase order issued directly to the contracted supplier. A Participating Entity may request additional terms or conditions related to a purchase. Use of Sourcewell contracts is voluntary and Participating Entities retain the right to obtain similar equipment, products, or services from other sources.
To meet Participating Entities’ needs, Sourcewell broadly publishes public notice of all solicitation opportunities, including this RFP. In addition, where applicable, other purchasing cooperatives and procurement officials receive notice and are encouraged to re-post the solicitation opportunity.
Proof of publication will be available at the conclusion of the solicitation process.
Rev. 6/2024 Sourcewell RFP #100124
Aftermarket Vehicle Parts and Supplies
II. SOLICITATION DETAILS
A. SOLUTIONS-BASED SOLICITATION
This RFP and contract award process is a solutions-based solicitation; meaning that Sourcewell is seeking equipment, products, or services that meet the general requirements of the scope of this RFP and are commonly desired or are required by law or industry standards.
B. REQUESTED EQUIPMENT, PRODUCTS, OR SERVICES
It is expected that proposers will offer a wide array of equipment, products, or services at lower prices and with better value than what they would ordinarily offer to a single government entity, school district, or regional cooperative.
1. Sourcewell is seeking proposals for Aftermarket Vehicle Parts and Supplies, including, but not limited to:
a. Aftermarket repair, replacement, and maintenance parts, supplies, and services for gasoline, diesel, compressed natural gas (CNG), propane, hybrid, and electric automobiles, sport utility vehicles (SUV), light duty trucks, medium duty trucks, heavy duty and vocational trucks, buses, and motorcycles.
2. The primary focus of this solicitation is for Aftermarket Vehicle Parts and Supplies. This solicitation should NOT be construed to include:
a. Vehicle repair and maintenance services-only solutions.
3. This solicitation does not include those equipment, products, or services covered under categories included in contracts currently maintained by Sourcewell:
a. Fleet and Facility Related Vendor Managed Inventory and Logistics Management Solutions (RFP#110520)
Proposers may include related equipment, accessories, and services to the extent that these solutions are ancillary or complementary to the equipment, products, or services being proposed. Additionally, Proposers may include a complementary offering as detailed above in
1.a., of tires, OEM vehicle parts, garage and fleet maintenance equipment, tools, supplies, and related solutions so long that the Proposers primary offering is for Aftermarket Vehicle Parts and Supplies.
Generally, the solutions for Participating Entities are turn-key solutions, providing a combination of equipment, products and services, delivery, and installation to a properly operating status. However, equipment-only or products-only solutions may be appropriate for Rev. 6/2024 Sourcewell RFP #100124
Aftermarket Vehicle Parts and Supplies
situations where Participating Entities possess the ability, either in-house or through local third- party contractors, to properly install and bring to operation the equipment or products being proposed.
Sourcewell prefers suppliers that provide a sole source of responsibility for the equipment, products, and services provided under a resulting contract. If proposer is including the equipment, products, and services of its subsidiary entities, the proposer must also identify all included subsidiaries in its proposal. If proposer requires the use of distributors, dealers, resellers, or subcontractors to provide the equipment, products, or services, the proposal must address how the equipment, products or services will be provided to Participating Entities, and describe the network of distributors, dealers, resellers, and/or subcontractors that will be available to serve Participating Entities under a resulting contract.
Sourcewell encourages suppliers to offer the broadest possible selection of equipment, products, and services being proposed over the largest possible geographic area and to the largest possible cross-section of Sourcewell current and future Participating Entities.
C. REQUIREMENTS
It is expected that proposers have knowledge of all applicable industry standards, laws, and regulations and possess an ability to market and distribute the equipment, products, or services to Participating Entities.
1. Safety Requirements. All items proposed must comply with current applicable safety or regulatory standards or codes.
2. Deviation from Industry Standard. Deviations from industry standards must be identified with an explanation of how the equipment, products, and services will provide equivalent function, coverage, performance, and/or related services.
3. New Equipment and Products. Proposed equipment and products must be for new, current model; however, proposer may offer certain close-out equipment or products if it is specifically noted in the Pricing proposal.
4. Delivered and operational. Unless clearly noted in the proposal, equipment and products must be delivered to the Participating Entity as operational.
5. Warranty. All equipment, products, supplies, and services must be covered by a warranty that is the industry standard or better.
D. PROSPECTIVE CONTRACT TERM
The term of any resulting contract(s) awarded by Sourcewell under this solicitation will be four years. Sourcewell and supplier may agree to up to three additional one-year extensions based on the best interests of Sourcewell and its Participating Entities. Sourcewell retains the right to consider additional extensions beyond seven years as required under exceptional circumstances.
Rev. 6/2024 Sourcewell RFP #100124
Aftermarket Vehicle Parts and Supplies
E. ESTIMATED CONTRACT VALUE AND USAGE
Based on past volume of similar contracts, the estimated annual value of all transactions from contracts resulting from this RFP are anticipated to be USD 150M; therefore, proposers are expected to propose volume pricing. Sourcewell anticipates considerable activity under the contract(s) awarded from this RFP; however, sales and sales volume from any resulting contract are not guaranteed.
F. MARKETING PLAN
Proposer’s sales force will be the primary source of communication with Participating Entities.
The proposer’s Marketing Plan should demonstrate proposer’s ability to deploy a sales force or dealer network to Participating Entities, as well as proposer’s sales and service capabilities. It is expected that proposer will promote and market any contract award.
G. ADDITIONAL CONSIDERATIONS
1. Contracts will be awarded to proposers able to best meet the need of Participating Entities. Proposers should submit their complete line of equipment, products, or services that are applicable to the scope of this RFP.
2. A proposer may submit only one proposal. If related, affiliated, or subsidiary entities elect to submit separate proposals, rather than a single parent-entity proposal, each such proposal must be prepared independently and without cooperation, collaboration, or collusion.
3. If a proposer works with a consultant on its proposal, the consultant (an individual or company) may not assist any other entity with a proposal for this solicitation.
4. Proposers should include all relevant in formation in its proposal, since Sourcewell cannot consider information that is not included in the proposal. Sourcewell reserves the right to verify proposer’s information and may request clarification from a proposer, including samples of the proposed equipment or products.
5. Depending upon the responses received in a given category, Sourcewell may need to organize responses into subcategories in order to provide the broadest coverage of the requested equipment, products, or services to Participating Entities. Awards may be based on a subcategory.
6. A proposer’s documented negative past performance with Sourcewell or its Participating Entities occurring under a previously awarded Sourcewell contract may be considered in the evaluation of a proposal.
III. PRICING
A. REQUIREMENTS
All proposed pricing must be:
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Aftermarket Vehicle Parts and Supplies
1. Either Line-Item Pricing or Percentage Discou nt from Catalog Pricing, or a combination of these:
a. Line-item Pricing is pricing based on each individual product or service. Each line must indicate the proposer’s published “List Price,” as well as the “Contract Price.” b. Percentage Discount from Catalog or Category is based on a percentage discount from a catalog or list price, defined as a pub lished Manufacturer’s Suggested Retail Price (MSRP) for the products or services. Individualized percentage discounts can be applied to any number of defined product groupings. Proposers will be responsible for providing and maintaining current published MSRP with Sourcewell, and this pricing must be included in its proposal and provided throughout the term of any contract resulting from this RFP.
2. The proposer’s not to exceed price. A not to exceed price is the highest price for which equipment, products, or services may be bille d to a Participating Entity. However, it is permissible for suppliers to sell at a price that is lower than the contracted price.
3. Stated in U.S. and Canadian dollars (as applicable).
4. Clearly understandable, complete, and fully describe the total cost of acquisition (e.g., the cost of the proposed equipment, products, and services delivered and operational for its intended purpose in the Participating Entity’s location).
Proposers should clearly identify any costs that are NOT included in the proposed product or service pricing. This may include items such as in stallation, set up, mandatory training, or initial inspection. Include identification of any parties th at impose such costs and their relationship to the proposer. Additionally, proposers should clearly describe any unique distribution and/or delivery methods or options offered in the proposal.
B. ADMINISTRATIVE FEES
Proposers awarded a contract are expected to pay to Sourcewell an administrative fee in exchange for Sourcewell facilitat ing the resulting contracts. The administrative fee is normally calculated as a percentage of the total sales to Participating Entities for all contracted equipment, products, or services made during a calendar quarter, and is typically one percent (1%) to two percent (2%). In some categories, a flat fee may be an acceptable alternative.
IV. CONTRACT
Proposers awarded a contract will be required to execute a contract with Sourcewell (see attached template). Only those modifications the proposer indicates in its proposal will be available for discussion. Much of the language in the Contract reflects Minnesota legal requirements and cannot be altered. Numerous and/or onerous exceptions that contradict Minnesota law may result in the proposal being disqualified from further review and evaluation.
To identify any exception, or to request any modification, to Sourcewell’s standard Contract terms, conditions, or specifications, a proposer must submit the proposed exception(s) or Rev. 6/2024 Sourcewell RFP #100124
Aftermarket Vehicle Parts and Supplies
requested modification(s) via redline in the Contract Template provided in the “Documents” section of the “Bid Details” page on the Sourcewell Procurement Portal and uploaded as part of its response. Only those exceptions noted at the time of the proposal submission will be considered.
Exceptions must:
1. Clearly identify the affected article and section.
2. Clearly note the requested modification; and as applicable, provide requested alternative language.
Unclear requests will be automatically denied.
Only those exceptions that have been accepted by Sourcewell will be included in the contract document provided to the awarded supplier for signature.
If a proposer receives a contract award resulting from this solicitation it will have up to 30 days to sign and return the contract. After that time, at Sourcewell’s sole discretion, the contract award may be revoked.
V. RFP PROCESS
A. PRE-PROPOSAL CONFERENCE
Sourcewell will hold an optional, non-mandatory pre-proposal conference via webcast on the date and time noted in the Solicitation Schedule for this RFP and on the Sourcewell Procurement Portal. The purpose of this conference is to allow potential proposers to ask questions regarding this RFP and Sourcewell’s competitive contracting process. Information about the webcast will be sent to all entities that have registered for this solicitation opportunity through their Sourcewell Procurement Portal Vendor Account. Pre-proposal conference attendance is optional.
B. QUESTIONS REGARDING THIS RFP AND ORAL COMMUNICATION
All questions regarding this RFP must be submitted through the Sourcewell Procurement Portal.
The deadline for submission of questions is found in the Solicitation Schedule and on the Sourcewell Procurement Portal. Answers to questions will be issued through an addendum to this RFP. Repetitive questions will be summarized into a single answer and identifying information will be removed from the submitted questions.
All questions, whether specific to a proposer or generally related to the RFP, must be submitted using this process. Do not contact individual Sourcewell staff to ask questions or request information as this may disqualify the proposer from responding to this RFP. Sourcewell will not respond to questions submitted after the deadline.
Rev. 6/2024 Sourcewell RFP #100124
Aftermarket Vehicle Parts and Supplies
C. ADDENDA
Sourcewell may modify this RFP at any time prior to the proposal due date by issuing an addendum. Addenda issued by Sourcewell become a part of the RFP and will be delivered to potential proposers through the Sourcewell Procurement Portal. Sourcewell accepts no liability in connection with the delivery of any addenda.
Before a proposal will be accepted through the Sourcewell Procurement Portal, all addenda, if any, must be acknowledged by the proposer by checking the box for each addendum. It is the responsibility of the proposer to check for any addenda that may have been issued up to the solicitation due date and time.
If an addendum is issued after a proposer submitted its proposal, the Sourcewell Procurement Portal will WITHDRAW the submission and change the proposer’s proposal status to INCOMPLETE. The proposer can view this status change in the “MY BIDS” section of the Sourcewell Procurement Portal Vendor Account. The proposer is solely responsible to check the “MY BIDS” section of the Sourcewell Procurement Portal Vendor Account periodically after submitting its proposal (and up to the Proposal Due Date). If the proposer’s proposal status has changed to INCOMPLETE, the proposer is solely responsible to:
1. make any required adjustments to its proposal;
2. acknowledge the addenda; and
3. ensure the re-submitted proposal is received through the Sourcewell Procurement Portal no later than the Proposal Due Date and time shown in the Solicitation Schedule above.
D. PROPOSAL SUBMISSION
Proposer’s complete proposal must be submitted through the Sourcewell Procurement Portal no later than the date and time specified in the Solicitation Schedule. Any other form of proposal submission, whether electronic, paper, or otherwise, will not be considered by Sourcewell. Late proposals will not be considered. It is the proposer’s sole responsibility to ensure that the proposal is received on time.
It is recommended that proposers allow sufficient time to upload the proposal and to resolve any issues that may arise. The time and date that a proposal is received by Sourcewell is solely determined by the Sourcewell Procurement Portal web clock.
In the event of problems with the Sourcewell Procurement Portal, follow the instructions for technical support posted in the portal. It may take up to 24 hours to respond to certain issues.
Upon successful submission of a proposal, the Sourcewell Procurement Portal will automatically generate a confirmation email to the proposer. If the proposer does not receive a confirmation email, contact Sourcewell’s support provider at [email protected].
Rev. 6/2024 Sourcewell RFP #100124
Aftermarket Vehicle Parts and Supplies
To ensure receipt of the latest information and updates via email regarding this solicitation, or if the proposer has obtained this solicitation document from a third party, the onus is on the proposer to create a Sourcewell Procurement Portal Vendor Account and register for this solicitation opportunity.
Within the Sourcewell Procurement Portal, all proposals must be digitally acknowledged by an authorized representative of the proposer attesting that the information contained in the proposal is true and accurate. By submitting a proposal, proposer warrants that the information provided is true, correct, and reliable for purposes of evaluation for potential contract award.
The submission of inaccurate, misleading, or false information is grounds for disqualification from a contract award and may subject the proposer to remedies available by law.
E. GENERAL PROPOSAL REQUIREMENTS
Proposals must be:
1. In substantial compliance with the requirements of this RFP or it will be considered nonresponsive and be rejected.
2. Complete. A proposal will be rejected if it is conditional or incomplete.
3. Submitted in English.
4. Valid and irrevocable for 90 days following the Proposal Due Date.
Any and all costs incurred in responding to this RFP will be borne by the proposer.
F. PROPOSAL WITHDRAWAL
Prior to the proposal deadline, a proposer may withdraw its proposal.
G. OPENING
The Opening of proposals will be conducted in the Sourcewell Procurement Portal immediately following the proposal due date and time. To view the list of proposers resulting from the opening, verify that the Sourcewell Procurement Portal opportunities list search is set to “All” or “Closed.”
Members of the public may attend the Opening at Sourcewell’s office located at 202 12th Street NE, Staples, MN to hear the results.
VI. EVALUATION AND AWARD
A. EVALUATION
It is the intent of Sourcewell to award one or more contracts to responsive and responsible proposers offering the best overall quality, selection of equipment, products, and services, and price that meet the commonly requested specifications of Sourcewell and its Participating Rev. 6/2024 Sourcewell RFP #100124
Aftermarket Vehicle Parts and Supplies
Entities. The award(s) will be limited to the number of proposers that Sourcewell determines is necessary to meet the needs of its Participating Entities.
Factors to be considered in determining the number of contracts to be awarded in any category may include the following:
1. Total evaluation scores (giving consideration to natural breaks in the scoring of responsive proposals);
2. The number and geographic location of highest-scoring proposers that offer:
a. A comprehensive selection of the requested equipment, products, or services; b. A sales and service network ensuring availability and coverage for Participating Entities’ use; and
c. Other attributes of the proposer or contents of its proposal that assist Participating Entities in achieving environmental and social requirements, and goals.
Information submitted as part of a proposal should be as specific as possible when responding to the RFP. Do not assume Sourcewell has any knowledge about a specific supplier or product.
B. AWARD(S)
Award(s) will be made to the highest-scoring proposer(s) whose proposal conforms to all conditions and requirements of the RFP, and consistent with the award criteria defined in this RFP.
Sourcewell may request written clarification of a proposal at any time during the evaluation process.
Proposal evaluation will be based on the following scoring criteria and the Sourcewell Evaluator Scoring Guide (a copy is available in the Sourcewell Procurement Portal):
Conformance to RFP Requirements Pass/Fail
Financial Viability and Marketplace Success 50
Ability to Sell and Deliver Solutions 150
Marketing Plan 100
Value Added Attributes 100
Depth and Breadth of Offered Solutions 200
Pricing 400
TOTAL POINTS 1000
C. PROTESTS OF AWARDS
Any protest made under this RFP by a proposer must be in writing, addressed to Sourcewell’s Executive Director, and delivered to the Sourcewell office located at 202 12th Street NE, P.O.
Box 219, Staples, MN 56479. All documents that comprise the complete protest package must be received, and time stamped at the Sourcewell office by 4:30 p.m., Central Time, no later Rev. 6/2024 Sourcewell RFP #100124
Aftermarket Vehicle Parts and Supplies
than 10 calendar days following Sourcewell’s notice of contract award(s) or non-award. A protest must allege a procedural, technical, or legal defect, with supporting documentation. A protest that merely requests a re-evaluation of a proposal’s content will not be entertained.
A protest must include the following items:
The name, address, and telephone number of the protester; Identification of the solicitation by RFP number;
A precise statement of the relevant facts;
Identification of the alleged procedural, technical, or legal defect; Analysis of the basis for the protest;
Any additional supporting documentation;
The original signature of the protester or its representative; and Protest bond in the amount of $20,000 (except where prohibited by law or treaty).
Protests that do not address these elements will not be reviewed.
D. RIGHTS RESERVED
This RFP does not commit Sourcewell to award any contract, and a proposal may be rejected if it is nonresponsive, conditional, incomplete, conflicting, or misleading. Proposals that contain false statements or do not support an attribute or condition stated by the proposer may be rejected.
Sourcewell reserves the right to:
Modify or cancel this RFP at any time;
Reject any and all proposals received;
Reject proposals that do not comply with the provisions of this RFP; Select, for contracts or for discussion, a proposal other than that with the lowest cost; Independently verify any information provided in a proposal; Disqualify any proposer that does not meet the requirements of this RFP, is debarred or suspended by the United States or Canada, State of Minnesota, Participating Entity’s state or province; has an officer, or other key personnel, who have been charged with a serious crime; or is bankrupt, insolvent, or where bankruptcy or insolvency are a reasonable prospect;
Waive or modify any informalities, irregularities, or inconsistencies in the proposals received;
Clarify any part of a proposal and discuss any aspect of the proposal with any proposer; and negotiate with more than one proposer;
Award a contract if only one responsive proposal is received if it is in the best interest of Participating Entities; and
Award a contract to one or more proposers if it is in the best interest of Participating Entities.
Rev. 6/2024 Sourcewell RFP #100124
Aftermarket Vehicle Parts and Supplies
E. DISPOSITION OF PROPOSALS
All materials submitted in response to this RFP will become property of Sourcewell and will become public record in accordance with Minnesota Statutes Section 13.591, after negotiations are complete. Sourcewell considers that negotiations are complete upon execution of a resulting contract. It is the proposer’s responsibility to clearly identify any data submitted that it considers to be protected. Proposer must also include a justification for the classification citing the applicable Minnesota law. Sourcewell may reject proposals that are marked confidential or nonpublic, either substantially or in their entirety.
Sourcewell will not consider the prices submitted by the proposer to be confidential, proprietary, or trade secret materials. Financial information, including financial statements, provided by a proposer is not considered trade secret under the statutory definition. 08/14/2024
Addendum No. 1
Solicitation Number: RFP 100124
Solicitation Name: Aftermarket Vehicle Parts and Supplies Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.
Question 1:
Are there examples of proposals that I could see so that I can ensure that my submission conforms to the expectations.
Answer 1:
In the competitive process, Sourcewell cannot conduct research for, or expressly identify resources that may be relevant to, a proposer. A proposer may review a sampling of past proposals within the current awarded contract documentation available on the Sourcewell website. Navigate to the following address https://www.sourcewell-mn.gov/contract-search and use the list or search functions.
Question 2:
When reading throught [sic] the RFP for this posting, I am wondering if what we offer is in fact a relevant set of products. Is there someone who could confirm for me if what we do is something that could be submitted.
Answer 2:
In the competitive process, Sourcewell will not advise a proposer on the content of the proposal. It is left to the discretion of each proposer to determine the information pertinent to their proposal.
End of Addendum
Acknowledgement of this Addendum to RFP 100124 posted to the Sourcewell Procurement Portal on 08/14/2024, is required at the time of proposal submittal.
08/16/2024
Addendum No. 2
Solicitation Number: RFP 100124
Solicitation Name: Aftermarket Vehicle Parts and Supplies Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.
Question 1:
Are aftermarket lighting and controls being considered for this contract? Examples:
lightbars, warning lights, lighting controls, sirens, speakers etc. that are used in work trucks, Police/Fire/EMS vehicles and off-road vehicles.
Answer 1:
Refer to RFP Section II. B. for the description of the requested equipment, products, and services. Sourcewell is seeking equipment, products, or services that meet the general requirements of the scope of this RFP and that are commonly desired by participating entities. A proposer may submit their complete line of equipment, products, or services that are applicable to the scope of this RFP. It is left to the discretion of each proposer to articulate their ability to serve Sourcewell participating entities. In the competitive process, Sourcewell will not advise a proposer on the content of the proposal. It is left to the discretion of the proposer to determine the applicable content.
End of Addendum
Acknowledgement of this Addendum to RFP 100124 posted to the Sourcewell Procurement Portal on 08/16/2024, is required at the time of proposal submittal.
08/19/2024
Addendum No. 3
Solicitation Number: RFP 100124
Solicitation Name: Aftermarket Vehicle Parts and Supplies Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.
Question 1:
Does this RFP replace #032521? If it does not replace #032521, can it be used by sourcewell members in place of #032521 to purchase drivetrain products? Answer 1:
The Sourcewell RFP is an opportunity independent of any other prior, current, or future RFP. Each proposer, in its discretion, will propose the equipment, products, or services that it deems to fall within Sourcewell’s requested equipment, products, and services as described in the RFP. Only those products within the scope of the RFP will be included in any contract awarded by Sourcewell as a result of the solicitation. Each Proposal will be evaluated based on the criteria stated in the RFP.
Question 2:
Can Sourcewell provide the dollar purchase volume history by product category and also provide the dollar purchase volume history by vendor for the existing/previous RFP?
Answer 2:
Sourcewell does not maintain historical data by vertical or geographical region from current or previous contracts. Each proposer is expected to describe their ability to serve Sourcewell participating entities in the United States and Canada. The RFP
anticipated volume is an estimate based on past volumes of similar contracts. It is an estimate only, and no sales or sales volume are guaranteed.
Question 3:
Is this bid just for New York State or are other demographics that need to be covered?
Answer 3:
A proposer is not required to serve every geographic region to be considered for award.
Each proposal is evaluated based on the criteria stated in the RFP.
End of Addendum
Acknowledgement of this Addendum to RFP 100124 posted to the Sourcewell Procurement Portal on 08/19/2024, is required at the time of proposal submittal. 09/04/2024
Addendum No. 4
Solicitation Number: RFP 100124
Solicitation Name: Aftermarket Vehicle Parts and Supplies Consider the following Question(s) and Answer(s) to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.
Question 1:
Where can I find the quantity with description of the parts and supplies? We should see the details.
Answer 1:
Sourcewell utilizes a competitive, solutions-based solicitation approach that is not based on detailed specifications, finite quantities, or set locations.
End of Addendum
Acknowledgement of this Addendum to RFP 100124 posted to the Sourcewell Procurement Portal on 09/04/2024, is required at the time of proposal submittal.
09/09/2024
Addendum No. 5
Solicitation Number: RFP 100124
Solicitation Name: Aftermarket Vehicle Parts and Supplies Consider the following Question(s) and Answer(s) to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.
Question 1:
Does surveillance equipment (cameras, dvrs, GPS, etc.) for on-board vehicles apply to this Sourcewell bid?
Answer 1:
In the competitive process, Sourcewell will not pre-evaluate a proposer’s equipment, product, or services offering or advise a proposer on the content of the proposal. Each proposer, in its discretion, will propose the equipment, products, and services that it deems to fall within Sourcewell’s requested equipment, products, and services as described in RFP Section II. B. - Requested Equipment, Products or Services. However, only those products within the scope of the RFP will be included in any contract awarded by Sourcewell as a result of this solicitation.
Question 2:
What is the standard of financial information? Our company's first fiscal year ended at August 30, 2024 so we will not have an accountant certified financial report before the deadline. Will internal financial report be sufficient? If not, please let me know what other documentation is acceptable.
Answer 2:
In the competitive process, Sourcewell will not advise a proposer on the content of the proposal. So, it is left to the discretion of each proposer to determine the information necessary to best demonstrate their financial strength and stability and that they are willing to include. The solicitation is a competitive process and proposals are evaluated on the content submitted.
Question 3:
The online pre-proposal conference mentioned you accept bank statements as support for financial viability. How many months of statement do you require? Answer 3:
See answer to question #2 above.
End of Addendum
Acknowledgement of this Addendum to RFP 100124 posted to the Sourcewell Procurement Portal on 09/09/2024, is required at the time of proposal submittal.
09/18/2024
Addendum No. 6
Solicitation Number: RFP 100124
Solicitation Name: Aftermarket Vehicle Parts and Supplies Consider the following Question(s) and Answer(s) to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.
Question 1:
Would Sourcewell be willing to extend the Bid/Tender submission by an additional 2 business weeks to allow bidders more time for research? Answer 1:
With the availability of the Sourcewell Procurement Portal allowing 24/7 remote access, and the ability to have multiple people working on the response simultaneously, extensions are not typically deemed necessary.
Question 2:
If a bidder submits exceptions to the terms and conditions contained within this bid package, will the bidder’s proposal be deemed non-responsive? Answer 2:
To request a modification to the Master Agreement terms, conditions, or specifications, a Proposer must edit the provided Master Agreement document and submit as part of their submission. All requests for modifications or exceptions are not guaranteed and will be reviewed by Sourcewell.
End of Addendum
Acknowledgement of this Addendum to RFP 100124 posted to the Sourcewell Procurement Portal on 09/18/2024, is required at the time of proposal submittal.
EXHIBIT B
100124-AUZ
v052824 1
MASTER AGREEMENT #100124
CATEGORY:
This Master Agreement (Agreement) is between Sourcewell, located at 202 12th Street Northeast, P .O. Box 219, Staples, MN 56479 (Sourcewell) and AutoZone Parts, Inc., 123 S.
Front St., Memphis, TN 38103 (Supplier).
Sourcewell is a
a C Purchasing Program to eligible
.
Under this Master Agreement entered with Sourcewell, Supplier will provide to
C Purchasing Program.
General T
.
1) Pursuant to Minnesota law, t
Purchasing Program designed to provide P
agreements has awarded Supplier this
herein.
2)
3)
C Purchasing Program Master Agreements are
.
C Purchasing P
4)
.
100124-AUZ
v052824 2
5)
Time on January 10, 2029
a) Sourcewell and Supplier may agree to up to three (3) -year extensions - (7)
b)
6)
between
7)
#100124
a)
and motorcycles.
8) is incorporated into this Master
.
9)
.
10) t
11) Suppliers may not exceed the prices listed in the current Pricing List with Sourcewell
.
12) process is included within its Proposal.
13)
i)
100124-AUZ
v052824 3
ii)
Supplier.
iii)
14)
15)
nt, or any
warrants that it will p
16) -
n the United
i)
- -1.4(b), in
accordance wi
-
ii) - -
-
- -
3144, and 3146-
100124-AUZ
v052824 4
-
-
-
employed i
-
t comply with all
-Bacon Act provisions.
iii)
-
-
the purchases
iv)
v) -
-
-
-
100124-AUZ
v052824 5
-
ill comply with applicable
vi) A contract
department or agency.
vii) - Suppliers must
bying with non-
-
-
viii) To the extent applicable, Supplier must comply
ix) To the extent applicable,
x) To the extent applicable, Supplier must
xi)
100124-AUZ
v052824 6
xii) A non-
consistent with maintaining a
solid waste management services in a m
xiii) The Supplier cannot use the seal(s), logos, crests, -approval.
xiv)
xv) The
xvi) -
xvii)
(as
xviii)
The Supplier, and its subcontractors, must comply with
xix)
xx) To the extent applicable, Supplier
100124-AUZ
v052824 7
1)
2)
3)
4)
ssues, and
5)
the Agreement
this Agreement.
100124-AUZ
v052824 8
6)
ch calendar
Supplier must submit a
7)
in its proposed pricing.
8)
9)
-assigned Agreement
10)
ment may be
100124-AUZ
v052824 9
11) Pursuant to Minn. Stat.
Sourcewell.
12)
consent will not be unreasonably withheld. Sourcewell reserves the right to unilaterally assign all or assignment is
-material updates as
13)
14)
right.
15)
16)
-servant, or
principal-agent.
17)
Agreement by the Supplier
(i) goods by
warranty issued by goods that exceeds
e
applicable, governing agreement or agreed to by Supplier
other applicable law.
18)
100124-AUZ
v052824 10
chapter.
19)
a)
i) Sourcewell grants to Supplier a royalty- -exclusive Agreement with Supplier.
ii) Supplier grants to Sourcewell a royalty- -
with Sourcewell.
b)
censees.
c)
i)
ii)
g misuse under
d)
-printed
20)
100124-AUZ
v052824 11
21)
22)
At its own expense, Supplier must maintain valid insurance policy(ies) during - verage and
a)
-completed
-
b)
Sourcewell, 202 12th Street Northeast, P .O. Box 219, Staples, MN 56479 or provided to in an
c) - Supplier
provide that coverage is primary and not excess over or contributory with any other valid, -
d)
ble to
-insured
100124-AUZ
v052824 12
e) -
-
23) Sourcewell or Supplier may terminate this Agreement upon 60
24)
alendar days
1)
thin
2)
-
terms may include, but are not l
3) -exempt status and
-
4)
y.
5)
100124-AUZ
v052824 13
6)
terms may supplant or supersede this Master Agreement when necessary and as solely determined within this Master Agreement,
-
7)
-
beyond th
8)
Sourcewell AutoZone Parts, Inc.
__________________________
________________________
Bid Number: RFP 100124 Vendor Name: AutoZone Parts, Inc.
Bid Number: RFP 100124 Vendor Name: AutoZone Parts, Inc.
Bid Number: RFP 100124 Vendor Name: AutoZone Parts, Inc.
Bid Number: RFP 100124 Vendor Name: AutoZone Parts, Inc.
Bid Number: RFP 100124 Vendor Name: AutoZone Parts, Inc.
Bid Number: RFP 100124 Vendor Name: AutoZone Parts, Inc.
Bid Number: RFP 100124 Vendor Name: AutoZone Parts, Inc.
Bid Number: RFP 100124 Vendor Name: AutoZone Parts, Inc.
Bid Number: RFP 100124 Vendor Name: AutoZone Parts, Inc.
Bid Number: RFP 100124 Vendor Name: AutoZone Parts, Inc.
Bid Number: RFP 100124 Vendor Name: AutoZone Parts, Inc.
Bid Number: RFP 100124 Vendor Name: AutoZone Parts, Inc.
Bid Number: RFP 100124 Vendor Name: AutoZone Parts, Inc.
Exceptions to Terms, Conditions, or Specifications Form Only those Proposer Exceptions to Terms, Conditions, or Specifications that have been accepted by Sourcewell have been incorporated into the contract text.
Documents
Ensure your submission document(s) conforms to the following :
1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided.
2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell.
3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell.
4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item respon ding to. For example, if responding to the Marketing Plan category save the document as "Marketing Plan." Pricing - Copy of Automotive Parts Equipment Discount Spreadsheet_SA.xlsx - Friday September 20, 2024 18:00:04 Financial Strength and Stability (optional)
Marketing Plan/Samples (optional)
WMBE/MBE/SBE or Related Certificates (optional)
Standard Transaction Document Samples (optional)
Requested Exceptions - Sourcewell_RFP_100124_Master_Agreement_Redlines 8.30.24 final.docx - Friday September 20, 2024 16:48:41
Upload Additional Document - AutoZone_2024_ESG_Report (1).pdf - Wednesday September 25, 2024 20:59:02
Bid Number: RFP 100124 Vendor Name: AutoZone Parts, Inc.
Bid Number: RFP 100124 Vendor Name: AutoZone Parts, Inc.
EXHIBIT C
City’s Insurance and Indemnity
Exhibit
Insurance and Indemnity
INDEMNIFICATION
To the furthest extent allowed by law, VENDOR shall indemnify, hold harmless and defend CITY and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by CITY, VENDOR or any other person, and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees, litigation expenses and cost to enforce this agreement), arising or alleged to have arisen directly or indirectly out of performance of this Contract.
VENDOR'S obligations under the preceding sentence shall apply regardless of whether CITY or any of its officers, officials, employees, agents or volunteers are passively negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused by the active or sole negligence, or the willful misconduct, of CITY or any of its officers, officials, employees, agents or volunteers.
If VENDOR should subcontract all or any portion of the work to be performed under this Contract, VENDOR shall require each subcontractor to indemnify, hold harmless and defend CITY and each of its officers, officials, employees, agents and volunteers in accordance with the terms of the preceding paragraph.
This section shall survive termination or expiration of this Contract.
INSURANCE REQUIREMENTS
(a) Throughout the life of this Agreement, VENDOR shall pay for and maintain in full force and effect all insurance as required herein with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated no less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as may be authorized in writing by CITY'S Risk Manager or his/her designee at any time and in his/her sole discretion. The required policies of insurance as stated herein shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to CITY, its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured. (b) If at any time during the life of the Agreement or any extension, VENDOR or any of its subcontractors fail to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments due or that become due to VENDOR shall be withheld until notice is received by CITY that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to CITY. Any failure to maintain the required insurance shall be sufficient cause for CITY to terminate this Agreement. No action taken by CITY pursuant to this section shall in any way relieve VENDOR of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by CITY that an City agrees to be responsible for and shall hold AutoZone harmless from and against all damages, claims or demands to the extent arising out of or resulting from (i) improper installation of goods by City; or (ii) any breach of an express product warranty issued by City to an end user of any of the goods that exceeds either the scope of the manufacturers’ express warranties or such other warranties set forth in this Agreement or agreed to by AutoZone in writing. insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by VENDOR shall not be deemed to release or diminish the liability of VENDOR, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify CITY shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by VENDOR. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of VENDOR, vendors, suppliers, invitees, contractors, sub-contractors, subcontractors, or anyone employed directly or indirectly by any of them.
1. PRODUCTS LIABILITY INSURANCE: VENDOR shall maintain, and provide the City of Fresno with verification of, manufacturer's products liability insurance policy in excess of $1,000,000 by providing a certificate of insurance on said Bid Item(s) equipment. Certificates shall be issued by an insurance company meeting the requirements to conduct business in the state of California. City of Fresno is required to be an additional insured with primary and non- contributory coverage in favor of the City on this General Liability Policy.
If the scope of work includes delivery and/or installation, the requirements below apply in addition to the above requirements.
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for “bodily injury,” “property damage” and “personal and advertising injury” with coverage for premises and operations (including the use of owned and non-owned equipment), products and completed operations, and contractual liability (including, without limitation, indemnity obligations under the Agreement) with limits of liability not less than those set forth under “Minimum Limits of Insurance.”
2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non- owned automobiles or other licensed vehicles (Code 1- Any Auto).
3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance.
MINIMUM LIMITS OF INSURANCE
VENDOR shall procure and maintain for the duration of the contract, and for 5 years thereafter, insurance with limits of liability not less than those set forth below. However, insurance limits available to CITY, its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured:
1. COMMERCIAL GENERAL LIABILITY
(i) $1,000,000 per occurrence for bodily injury and property damage; (ii) $1,000,000 per occurrence for personal and advertising injury; (iii) $2,000,000 aggregate for produc ts and completed operations; and, (iv) $2,000,000 general aggregate applying separately to the work performed under the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY
$1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation Insurance as required by the State of California with statutory limits and EMPLOYER’S LIABILITY with limits of liability not less than:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
UMBRELLA OR EXCESS INSURANCE
In the event VENDOR purchases an Umbrella or Excess insurance policy(ies) to meet the “Minimum Limits of Insurance,” this insurance policy(ies) shall “follow form” and afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non- contributory basis for the benefit of the CITY, its officers, officials, employees, agents and volunteers.
DEDUCTIBLES AND SELF-INSURED RETENTIONS
VENDOR shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and VENDOR shall also be responsible for payment of any self-insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
(i) All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty (30) calendar days written notice has been given to CITY, except ten (10) days for nonpayment of premium. VENDOR is also responsible for providing written notice to the CITY under the same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, VENDOR shall furnish CITY with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire during the work to be performed for CITY, VENDOR shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen (15) calendar days prior to the expiration date of the expiring policy. (ii) The Commercial Genera l and Automobile Liability insurance policies shall be written on an occurrence form.
(iii) The Commercial General and Automob ile Liability insurance policies shall be endorsed to name City, its officers, officials, agents, employees and volunteers as an additional insured all ongoing and completed operations. Additional Insured endorsements under the General Liability policy must be as broad as that contained in ISO Forms: GC 20 10 11 85 or both CG 20 10 & CG 20 37.
(iv) The Commercial General and Automobile Liability insurance shall contain, or be endorsed to contain, that VENDOR’S insurance shall be primary to and require no contribution from the City. Primary and Non Contributory language under the General Liability policy must be as broad as that contained in ISO Form CG 20 01 04 13. These coverages shall contain no special limitations on the scope of protection afforded to City, its officers, officials, employees, agents and volunteers. (v) Should any of these policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits.
(vi) All insurance policies required herein shall contain, or be endorsed to contain, a waiver of subrogation as to CITY, its officers, officials, agents, employees and volunteers.
PROVIDING OF DOCUMENTS
VENDOR shall furnish CITY with all certificate(s) and applicable endorsements effecting coverage required herein. All certificates and applicable endorsements are to be received and approved by the CITY’S Risk Manager or his/her designee prior to CITY’S execution of the Agreement and before work commences. All non-ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon request of CITY, VENDOR shall immediately furnish CITY with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement. All subcontractors working under the direction of VENDOR shall also be required to provide all documents noted herein.
SUBCONTRACTORS
If VENDOR subcontracts any or all of the services to be performed under this Agreement, VENDOR shall require, at the discretion of the CITY Risk Manager or designee, subcontractor(s) to enter into a separate Side Agreement with the City to provide required indemnification and insurance protection. Any required Side Agreement(s) and associated insurance documents for the subcontractor must be reviewed and preapproved by CITY Risk Manager or designee. If no Side Agreement is required, VENDOR will be solely responsible for ensuring that it’s subcontractors maintain insurance coverage at levels no less than those required by applicable law and is customary in the relevant industry.