GSD-S Formal Cooperative Purchase Agt.(10-2023)
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FORMAL COOPERATIVE PURCHASE AGREEMENT
THIS AGREEMENT (Agreement) is made and entered into EFFECTIVE ____________________________. by and between CITY OF FRESNO, a California municipal corporation (City), and FUTURE FORD OF CLOVIS, a (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 is allowed to piggyback an existing government agency’s agreement, under Fresno City Charter 1208. The parties agree the Vendor was the lowest responsive and responsible bidder for Invitation for Bid (IFB) issued by Sourcewell Master Agreement #080124. The IFB is attached hereto as Exhibit A and is incorporated herein by reference. The Parties agree that the Vendor has entered a Cooperative Purchase Contract with Future Ford of Clovis (Original Government Contract).
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: Duane Myers
2101 G Street, Bldg F
Fresno, Ca 93706
Phone: (559) 621-1186
E-mail: [email protected]
GSD-S Formal Cooperative Purchase Agt.(10-2023)
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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 ho wever, any conflict of laws rule which would apply the law of another jurisdiction. 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. [Signatures follow on the next page.]
GSD-S Formal Cooperative Purchase Agt.(10-2023)
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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
Date
ATTEST:
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City Clerk
By:
Deputy
Addresses:
CITY
City of Fresno
Attention: Duane Myers
2223 G Street
Fresno, Ca 93706
Phone: (559) 621-1186
E-mail: [email protected]
FUTURE FORD OF CLOVIS,
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:
FUTURE FORD OF CLOVIS
Attention: Tracy Gill
920 W. Shaw Ave
Clovis, Ca. 93612
Phone: (559) 294-6350
E-mail: [email protected]
Attachments:
Exhibit A - Invitation For Bids
Exhibit B - Original Government Contract
Exhibit C - City’s Insurance and Indemnity
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EXHIBIT A
Original Solicitation
07/24/2024
Addendum No. 4
Solicitation Number: RFP 080124
Solicitation Name: OEM 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:
The indemnification language is fairly broad. If possible, we would request the highlighted section be revised to state any negligent act or omission…[sic] 17). INDEMNIFICATION, Supplier mist [sic] indemnify, defend, save, and hold Sourcewell, including their agents and employees, harmless from any claims or cause of action, including attorneys' fees incurred by Sourcewell, arising out of any NEGLIGENT act or omission...... [sic]
Answer 1:
A request for exception or modification of the Sourcewell master agreement may be submitted with the proposal. 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 requested modification(s) via redline in the Master Agreement 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. Refer to RFP section IV. Contract for further information.
End of Addendum
Acknowledgement of this Addendum to RFP 080124 posted to the Sourcewell Procurement Portal on 07/24/2024, is required at the time of proposal submittal.
EXHIBIT B
Original Government Contract
080124-FMC
v052824 1
MASTER AGREEMENT #080124
CATEGORY: OEM Vehicle Parts and Supplies
SUPPLIER: Ford Motor Company
This Master Agreement (Agreement) is between Sourcewell, located at
202 12th Street Northeast, P .O. Box 219, Staples, MN 56479 (Sourcewell) and Ford Motor Company, One American Road, Dearborn, MI 48216 (Supplier).
Sourcewell
a C Purchasing Program to eligible
.
Under this Master Agreement entered with Sourcewell, Supplier will provide to C Purchasing Program.
General Terms
and Supplier and apply to all
.
1) Purpose. Pursuant to Minnesota law, t
Purchasing Program designed to provide P
agreements has awarded Supplier this
herein.
2) Intent.
C Purchasing Program Master Agreements are
.
C Purchasing P
4) Supplier Access.
080124-FMC
v052824 2
.
5) Term.
Time on November 14, 2028,
a) Extensions. Sourcewell and Supplier may agree to up to three -year extensions - (7)
b)
6) Survival of Terms.
between
7) Scope. RFP 080124 to
a.
i. -
motorcycles; and
ii.
(CNG), propane, electric, and hybrid.
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) Open Market.
process is included within its Proposal.
080124-FMC
v052824
i) Compliance. Supplier represents and warrants it will provide all Included
ii) Licenses.
Supplier.
iii) Supplier Warrants. Supplier warrants that all Included in accordance with the ordinary u
14)
15) Debarment and Suspension.
nt, or any
16) Provisions for non-
II to 2 C.F.R § 200).
Included
i)
60, all agreements
- -1.4(b), in
-
080124-FMC
v052824 4
ii) DAVIS- -
-
- -
-
-
-
-
regula
means, any person
-
awarding agency. Supplier must comply with all
applicable Davis-Bacon Act provisions.
iii) -
-
the purchases
iv) RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT.
080124-FMC
v052824 5
v) -
-
-
-
-
vi) A contract
department or agency.
vii) BYRD ANTI-
Suppliers must
bying with non-
-
-
viii) To the extent applicable, Supplier must comply
grantees or
ix) ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable,
x) BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must
080124-FMC
v052824 6
xi)
xii)
A non-
and es
xiii) The Supplier cannot use the seal(s), logos, crests, -approval.
xiv) NO OBLIGATION BY FEDERAL GOVERNMENT.
xv) PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The
xvi) FEDERAL DEBT. -
xvii) CONFLICTS OF INTEREST.
(as
xviii) The Supplier, and its subcontractors, must comply with
080124-FMC
v052824 7
xix) PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE
xx) DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier
17) Force Majeure.
1) Authorized Sellers
2) changes,
.
080124-FMC
v052824 8
4) Supplier will
chain issues, customer issues, and
5)
provide complete and accurate
this Agreement.
6)
ch calendar
Supplier must submit a
Account Number;
collected by Supplier,
7)
in its proposed pricing.
8)
For certain categories, a may be
proposed. .
9)
080124-FMC
v052824 9
-assigned Agreement
number in the memo; and must be either mailed to Sourcewell
10) Noncompliance. available
payments
11)
Pursuant to Minn. Stat.
and
Sourcewell.
12) and
its rights or obl
ed assignment agreement. Such consent will not be unreasonably withheld. Any by Supplier,
-
material updates as determined withi
Amendments.
.
14) Waiver. Failure by Sourcewell to any right under this Agreement will not be deemed a waiver right.
15)
16)
-servant, or
principal-agent.
17)
Agreement by the Supplier
080124-FMC
v052824 10
18)
chapter.
19) Grant of License.
a)
i) Sourcewell grants to Supplier a royalty- -exclusive Agreement with Supplier.
ii) Supplier grants to Sourcewell a royalty- -
Sourcewell.
b)
sublicensees.
c)
i)
.
ii)
g misuse under
d)
-printed
20)
.
080124-FMC
v052824 11
21) Severability.
22)
At its own expense, Supplier must maintain valid insurance policy(ies) during - verage and
a) Commercial General Liability Insurance.
-completed
bility, and
Agreement.
-
b)
Sourcewell, 202 12th Street Northeast, P .O. Box 219, Staples, MN 56479 or provided to in an
c) -contributory Insurance Clause. Supplier
provide that coverage is primary and not excess over or contributory with any other valid, -
d)
ble to
-insured
080124-FMC
v052824 12
e) Umbrella/Excess Liability/SELF-INSURED RETENTION. Agreement can -
Sourcewell or Supplier may terminate this Agreement upon 60 any
24)
alendar days
any
The Terms in
.
1)
thin
.
2)
and other relevant terms
non-
terms may include, but are not l
Applicable Taxes. -exempt status and
-
4)
y.
080124-FMC
v052824
5) Refurbished Goods.
by
6)
account number.
7) .
terms may supplant or supersede this Master Agreement when necessary and as solely determined within this Master Agreement,
-
and other material terms as mutually agreed.
8)
-
beyond th
.
9)
Sourcewell Ford Motor Company
__________________________
General Manager, Ford Pro Parts & Service
________________________
Bid Number: RFP 080124 Vendor Name: Ford Motor Company
Bid Number: RFP 080124 Vendor Name: Ford Motor Company
Bid Number: RFP 080124 Vendor Name: Ford Motor Company
Bid Number: RFP 080124 Vendor Name: Ford Motor Company
Bid Number: RFP 080124 Vendor Name: Ford Motor Company
Bid Number: RFP 080124 Vendor Name: Ford Motor Company
Bid Number: RFP 080124 Vendor Name: Ford Motor Company
Bid Number: RFP 080124 Vendor Name: Ford Motor Company
Bid Number: RFP 080124 Vendor Name: Ford Motor Company
Bid Number: RFP 080124 Vendor Name: Ford Motor Company
Bid Number: RFP 080124 Vendor Name: Ford Motor Company
Bid Number: RFP 080124 Vendor Name: Ford Motor Company
Bid Number: RFP 080124 Vendor Name: Ford Motor Company
Bid Number: RFP 080124 Vendor Name: Ford Motor Company
Bid Number: RFP 080124 Vendor Name: Ford Motor Company
Bid Number: RFP 080124 Vendor Name: Ford Motor Company
Bid Number: RFP 080124 Vendor Name: Ford Motor Company
Bid Number: RFP 080124 Vendor Name: Ford Motor Company
Table 88: Depth and 8readth of Offered Solutions
Indicate below if the listed types or classes of Solutions are offered within your proposal. Provide additional comments in the text box provided, as necessary.
Line Item Category or Type Offered * Comments
77 Automobile OEM Parts Yes
No
The only Ford OEM parts authorized
by Ford Motor Company for Ford
& Lincoln vehicles. These parts are
only sold at Ford Dealerships (2,900+
locations nationally) and Ford
Authorized Distributors (459 locations
nationally)
*
78 SUV OEM Parts Yes
No
The only Ford OEM Parts authorized
by Ford Motor Company for Ford &
Lincoln SUVs to include Police
Interceptors purchased by government
agencies. These parts are only sold
at Ford Dealerships (2,900+) and
Ford Authorized Distributors (459
locations).
*
79 Van OEM Parts Yes
No
The only Ford OEM Parts authorized
by Ford Motor Company for Ford
Transit Vans. These parts are only
sold at Ford Dealerships (2,900+)
and Ford Authorized Distributors (459
locations).
*
80 Light Truck OEM Parts Yes
No
The only Ford OEM Parts authorized
by Ford Motor Company for Ford
light trucks. (Example: Ford
Maverick, Ford Ranger) These parts
are only sold at Ford Dealerships
(2,900+) and Ford Authorized
Distributors (459 locations).
*
81 Class 3-8 Chassis and equipment OEM Parts Yes
No
The only Ford OEM Parts authorized
by Ford Motor Company for Ford F-
350, 450, 550, 650, 750 trucks.
These parts are only sold at Ford
Dealerships (2,900+) and Ford
Authorized Distributors (459 locations).
*
82 Bus OEM Parts Yes
No
The only Ford OEM Parts authorized
by Ford Motor Company for a Ford
Bus Chassis. These parts are only
sold at Ford Dealerships (2,900+)
and Ford Authorized Distributors (459
locations).
83 Motorcycles OEM Parts Yes
No
NA
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 :
Bid Number: RFP 080124 Vendor Name: Ford Motor Company
Bid Number: RFP 080124 Vendor Name: Ford Motor Company
Bid Number: RFP 080124 Vendor Name: Ford Motor Company
EXHIBIT
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
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.