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Home My WebLink AboutP-24-605 OReilly Auto Enterprises LLC.pdf c0 County of Fresno INTERNAL SERVICES DEPARTMENT Facilities• Fleet•Graphics• Purchasing •Security•Technology O� 185 IO FRVn PROCUREMENT AGREEMENT Agreement Number P-24-605 December 18, 2024 O'Reilly Auto Enterprises, LLC DBA O'Reilly Auto Parts 233 South Patterson Avenue Springfield, MO 65802 The County of Fresno (County) hereby contracts with O'Reilly Auto Enterprises, LLC DBA O'Reilly Auto Parts (Contractor)to provide automotive parts and solutions in accordance with the text of this agreement, Attachment"A"- Omnia Partners cooperative contract#158963, by this reference made a part hereof. TERM: This Agreement shall become effective December 1, 2024 and shall remain in effect through November 30, 2027. EXTENSION: This Agreement may be extended for two (2)additional one (1)year periods by the mutual written consent of all parties. MINIMUM ORDERS: Unless stated otherwise there shall be no minimum order quantity. The County reserves the right to increase or decrease orders or quantities. CONTRACTOR'S SERVICES: Contractor shall perform the services as described in Attachment"A" attached, at the rates set forth in Attachment"A". ORDERS: Orders will be placed on an as-needed basis by County of Fresno, Internal Services Department Fleet Division and Sheriff's Department under this contract. PRICES: Discount percentages shall be firm for the contract period. MAXIMUM: In no event shall services performed and/or fees paid under this Agreement be in excess of one million and fifty thousand dollars ($1,050,000.00). ADDITIONAL ITEMS: The County reserves the right to negotiate additional items to this Agreement as deemed necessary. Such additions shall be made in writing and signed by both parties. DELIVERY: The F.O.B. Point shall be the destination within the County of Fresno. All orders shall be delivered complete as specified. All orders placed before Agreement expiration shall be honored under the terms and conditions of this Agreement. DEFAULT: In case of default by Contractor, the County may procure the articles/services from another source and may recover the loss occasioned thereby from any unpaid balance due the Contractor or by any other legal means available to the County. The prices paid by County shall be considered the prevailing 333 W. Pontiac Way, Clovis, CA 93612 / (559) 600-7110 *The County of Fresno is an Equal Employment Opportunity Employer* PROCUREMENT AGREEMENT NUMBER: P-24-605 Page 2 O'Reilly Auto Enterprises, LLC DBA O'Reilly Auto Parts December 18, 2024 market price at the time such purchase is made. Inspection of deliveries or offers for delivery, which do not meet specifications, will be at the expense of Contractor. INVOICING: An itemized invoice shall be sent to requesting County department in accordance with invoicing instructions included in each order referencing this Agreement. The Agreement number must appear on all shipping documents and invoices. Invoice terms shall be Net 30 Days. INVOICE TERMS: Net thirty(30) days from the receipt of invoice. TERMINATION: The County reserves the right to terminate this Agreement upon thirty (30) days written notice to the Contractor. In the event of such termination, the Contractor shall be paid for satisfactory services or supplies provided to the date of termination. LAWS AND REGULATIONS: The Contractor shall comply with all laws, rules and regulations whether they be Federal, State or municipal, which may be applicable to Contractor's business, equipment and personnel engaged in service covered by this Agreement. AUDITS AND RETENTION: Terms and conditions set forth in the agreement associated with the purchased goods are incorporated herein by reference. In addition, the Contractor shall maintain in good and legible condition all books, documents, papers, data files and other records related to its performance under this contract. Such records shall be complete and available to Fresno County, the State of California, the federal government or their duly authorized representatives for the purpose of audit, examination, or copying during the term of the contract and for a period of at least three years following the County's final payment under the contract or until conclusion of any pending matter(e.g., litigation or audit), whichever is later. Such records must be retained in the manner described above until all pending matters are closed. LIABILITY: The Contractor agrees to: Pay all claims for damage to property in any manner arising from Contractor's operations under this Agreement. Indemnify, save and hold harmless, and at County's request defend the County, its officers, agents and employees from any and all claims for damage or other liability, including costs, expenses (including attorney's fees and costs), causes of action, claims or judgments resulting out of or in any way connected with Contractor's performance or failure to perform by Contractor, its agents, officers or employees under this Agreement, and from any and all costs and expenses (including attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm or corporation who may be injured or damaged by the performance, or failure to perform, of Contractor, its officers, agents, or employees under this Agreement. INSURANCE: Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers Agreement (JPA)throughout the term of the Agreement: A. Commercial General Liability: Commercial general liability insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis. Coverage must include products, completed operations, property damage, bodily injury, personal injury, and advertising injury. The Contractor shall obtain an endorsement to this policy naming the County of Fresno, its officers, agents, employees, and volunteers, individually and collectively, as additional insureds, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insureds will apply as primary insurance and any other insurance, or self-insurance, maintained by the County is excess only and not contributing with insurance provided under the Contractor's policy. B. Automobile Liability: Automobile liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages. Coverage must include any auto used in connection with this Agreement. P-24-605 O'Reilly Auto Enterprises, LLC.docx PROCUREMENT AGREEMENT NUMBER: P-24-605 Page 3 O'Reilly Auto Enterprises, LLC DBA O'Reilly Auto Parts December 18, 2024 C. Worker's Compensation: Workers compensation insurance as required by the laws of the State of California with statutory limits. Additional Requirements Relating to Insurance: Contractor shall obtain endorsements to the Commercial General Liability insurance naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees shall be excess only and not contributing with insurance provided under Contractor's policies herein. This insurance shall not be cancelled without a minimum of thirty (30) days advance written notice given to County. Contractor hereby waives its right to recover from County, its officers, agents, and employees any amounts paid by the policy of worker's compensation insurance required by this Agreement. Contractor is solely responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of subrogation, but Contractor's waiver of subrogation under this paragraph is effective whether or not Contractor obtains such an endorsement. Within Thirty(30) days from the date Contractor signs and executes this Agreement, Contractor shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as required herein, to the County of Fresno, ISD- Fleet email inbox: fleetservices@fresnocountyca.gov, stating that such insurance coverage have been obtained and are in full force; that such Commercial General Liability insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned; that such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees, shall be excess only and not contributing with insurance provided under Contractor's policies herein; and that this insurance shall not be cancelled without a minimum of thirty (30)days advance, written notice given to County. Contractor will endeavor to include the contract number on the certificate of insurance. In the event Contractor fails to keep in effect at all times insurance coverage as herein provided, the County may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such event. All policies shall be with insurers authorized to do business in the State of California. Insurance purchased shall be purchased from companies possessing a current A.M. Best, Inc. rating of A-FSC VII or better. COMING ON COUNTY PROPERTY TO DO WORK: Contractor agrees to provide maintain and furnish proof of Comprehensive General Liability Insurance with limits of not less than $500,000 per occurrence. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by Contractor under this Agreement, it is mutually understood and agreed that Contractor, including any and all of Contractor's officers, agents, and employees will at all times be acting and performing as an independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee,joint venturer, partner, or associate of the County. Furthermore, County shall have no right to control or supervise or direct the manner or method by which Contractor shall perform its work and function. However, County shall retain the right to administer this Agreement so as to verify that Contractor is performing its obligations in accordance with the terms and conditions thereof. Contractor and County shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. Because of its status as an independent contractor, Contractor shall have absolutely no right to employment rights and benefits available to County employees. Contractor shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, Contractor shall be solely responsible and save County harmless from all matters relating to payment of Contractor's employees, including compliance with Social Security, withholding, and all other regulations governing such P-24-605 O'Reilly Auto Enterprises, LLC.docx PROCUREMENT AGREEMENT NUMBER: P-24-605 Page 4 O'Reilly Auto Enterprises, LLC DBA O'Reilly Auto Parts December 18, 2024 matters. It is acknowledged that during the term of this Agreement, Contractor may be providing services to others unrelated to the County or to this Agreement. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under this Agreement without the written consent of the other party. AMENDMENTS: This Agreement constitutes the entire Agreement between the Contractor and the County with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, Request for Proposals, Bids and understandings of any nature whatsoever unless expressly included in this Agreement. This Agreement supersedes any and all terms set forth in Contractor's invoice. This Agreement may be amended only by written addendum signed by both parties. INCONSISTENCIES: In the event of any inconsistency in interpreting the documents which constitute this Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority: (1)the text of this Agreement (excluding Attachment"A"—Omnia Cooperative Contract# 158963); (2)Attachment "A"- Omnia Cooperative Contract# 158963. GOVERNING LAWS: This Agreement shall be construed, interpreted and enforced under the laws of the State of California. Venue for any action shall only be in County of Fresno. ELECTRONIC SIGNATURES: The parties agree that this Agreement may be executed by electronic signature as provided in this section. A. An "electronic signature" means any symbol or process intended by an individual signing this Agreement to represent their signature, including but not limited to (1)a digital signature; (2) a faxed version of an original handwritten signature; or(3) an electronically scanned and transmitted (for example by PDF document)of a handwritten signature. B. Each electronic signature affixed or attached to this Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of that person. C. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act(Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). D. Each party using a digital signature represents that it has undertaken and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)through (5), and agrees that each other party may rely upon that representation. This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means and either party may sign this Agreement with an original handwritten signature. Please acknowledge your acceptance by returning all pages of this Agreement to my office via email or USPS. Please refer any inquiries in this matter to Chanvathei Lonh, Purchasing Analyst, at(559) 600-7110 or CLONH@fresnocountyca.gov. P-24-605 O'Reilly Auto Enterprises, LLC.docx PROCUREMENT AGREEMENT NUMBER: P-24-605 Page 5 O'Reilly Auto Enterprises, LLC DBA O'Reilly Auto Parts December 18, 2024 FOR THE COUNTY OF FRESNO signedRiley Blckburn Riley Blackburn Date:Digitally 024.12.19y15:01:114a08'00' Riley Blackburn Purchasing Manager 333 W. Pontiac Way Clovis, CA 93612 P-24-605 O'Reilly Auto Enterprises, LLC.docx PROCUREMENT AGREEMENT NUMBER: P-24-606 Page 6 O'Reilly Auto Enterprises, LLC DBA O'Reilly Auto Parts December 18, 2024 CONTRACTOR TO COMPLETE: Company. O'Reilly Auto Enterprises, LLC Type of Entity. ❑ Individual N Limited Liability Company ❑ Sole Proprietorship ❑ Limited Liability Partnership ❑ Corporation ❑ Genera' Partnership 233 S. Patterson Ave. Springfield MO 65802 Address City State Zip 417-829-5822 417-874-7199 CoOps@oreillyauto.com TELEPHONE NJMBER FAX NUMBER E-MAIL ADDRESS Print Name& Wes Wise,VP of Professional Sales Title: Print Name &Title. Signature: �. 5 �-i153-- Signature: ACCOUNTING USE ONLY ORG No.: 8910, 31113229 Account No: 7205, 7205 Requisition No. 8912500532, 3111259026 (712024) P-24-605 O'Reilly Auto Enterprises,LLC docx PROCUREMENT AGREEMENT NUMBER: P-24-605 Attachment A O'Reilly Auto Enterprises, LLC DBA O'Reilly Auto Parts December 26, 2024 0WeiiiyAuto Enterprises, L L C DBA 0WeiiiyAuto Parts ATTACHMENT "A" Contract Number: 158963 Contract Expires: October 31, 2027 Initial Term: November 1, 2024 through October 31, 2027. Renewal Options: Option to renew for up to two (2) additional two-year terms or any combination of time not to exceed four(4)additional years through October 31, 2031. Solicitation By: Region 14 Education Service Center-TX (in partnership with Omnia Partners) Link to Contract Information & Documents: O'Reilly Auto Parts I OMNIA Partners I Contract Documents OReilly- Price File.pdf (Discount List) P-24-605 O'Reilly Auto Enterprises,LLC.docx