COOPERATIVE PURCHASE AGREEMENT
THIS AGREEMENT is made and entered into EFFECTIVE THE 1st DAY OF NOVEMBER 20 20, by and between CITY OF FRESNO, a California municipal corporation (CITY), and SHADE & PARTNERS TECHNOLOGY SOLUTIONS, a California (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 purc hase agreements for which the CITY is allowed to piggyback an existing government agency’s agreement, under Fresno City Charter 1208. The parties agree the VENDOR established a Software Licens ing Program (SLP) contract (SLP-19-70-0716B) in which ordering agencies may purchase their s oftware products during the term of the Cornerstone SLP-2019 issued by the State of California Departm ent of General Services' Software Licensing Program. The SLP-19-70-0716B is attached hereto as Exhibit A and is incorporated herein by reference.
2. VENDOR’s Obligation. VENDOR shall provide those services and carry out that work described in the Original Government Contract, Exhibit A 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, 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) Address change for the CITY: Notwithstanding the address and contract information for the government entity as set out in Exhibit A , the VENDOR agrees that notices and invoices will be sent to:
Cit
y of Fresno
Attention: Jackie Larkin
Information Services Department
2600 Fresno Street Room 1059
Fresno, CA 93721
Phone: (559) 621-7140
c
) Notwithstanding anything in Exhibits A 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. Venue for purposes of the filing of any action DocuSign Envelope ID: 39EB2156-FE08-4E88-99CE-6EC251B398C5
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regarding the enforcement or interpretation of this Agreement and any rights and dut8ies hereunder shall be Fresno County, California.
d) All other provision s 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.]
DocuSign Envelope ID: 39EB2156-FE08-4E88-99CE-6EC251B398C5
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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
APPROVED AS TO FORM:
DOUGLAS T. SLOAN
City Attorney
By:
Brandon Clark Date
Senior Deputy City Attorney
ATTEST:
YVONNE SPENCE, CRM MMC
City Clerk
By:
Date
Deputy
Addresses:
RC 9587
City of Fresno
Attention: Iris Yi
2600 Fresno Street
Fresno, CA 93721
Phone: (559) 621-8361
SHADE & PARTNERS TECHNOLOGY
SOLUTIONS, a California 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:
Shade & Partners Technology Solutions
Attention: Chris Shade
5098 Foothills Blvd Ste 3-351
Roseville, CA 95747
Phone: (XXX) XXX-XXXX
FAX: (XXX) XXX-XXXX
Attachments: Exhibit A- Original Government Contract
DocuSign Envelope ID: 39EB2156-FE08-4E88-99CE-6EC251B398C5 Chris Shade
President/CEO
12/10/2020
12/16/2020