HomeMy WebLinkAboutNapa Auto Parts a dba of Genuine Parts Company Cooperative Purchase Agreement 9-14-23-1-
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 Genuine Parts Company dba NAPA Auto Parts, a A Georgia
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 (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: Duane Myers
2223 G Street
Fresno, CA 93706
Phone: 559-621-1186
FAX: 559-485-2167
E-mail: duane.myers@fresno.gov
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,
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9/14/2023
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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: provided, however, that for the avoidance of any doubt, the City will
not be entitled to any benefits exclusively intended for Sourcewell (i.e.
administrative fees).
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.]
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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:
Brandon M. Collet Date
Supervising Deputy City Attorney
ATTEST:
TODD STERMER, CMC
City Clerk
By:
Deputy
Genuine Parts Company dba NAPA Auto
Parts, A Georgia 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:
Genuine Parts Company dba NAPA Auto
Parts
Attention: Mike Baroni
2999 Wildwood Parkway
Atlanta, GA 30339
Phone: (559) 269-7414
FAX:
E-mail: mike_baroni@genpt.com
Attachments:
Exhibit A - Original Solicitation
Exhibit B - Original Government Contract
Exhibit C - City’s Insurance and Indemnity
DocuSign Envelope ID: EF9AD041-4E27-4974-A958-1FB3EB6BE4CE
9/7/2023
Bret Robyck
EVP Sales
VP Compliance & Corporate Secreta
Jennifer Ellis
9/7/2023
9/14/2023
9/19/2023
9/20/2023
EXHIBIT C
INSURANCE AND INDEMNITY
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 shall not apply to
any loss, liability, fines, penalties, forfeitures, costs or damages arising or resulting from
the negligent acts or omissions, 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. For the avoidance of any doubt,
the term “subcontractors” as used herein shall specifically exclude all third party suppliers
and manufacturers of the products sold hereunder and all third party delivery service
providers (i.e. UPS and FedEx).
This section shall survive termination or expiration of this Contract.
1. PRODUCTS LIABILITY INSURANCE: Vendor shall maintain, and provide the City
of Fresno with verification of commercial general liability insurance policy in an amount
equal to $2,000,000 per occurrence by providing a certificate of insurance evidencing
such coverage. 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, to the extent of Vendor’s indemnity obligations herein.
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