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 AMS.NET, LLC., a California Limited Liability Company (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 Merced County FOCUS Contract No. 2021092 (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: Luke Draper
2600 Fresno St, Room 1059
Fresno, CA 93721
Phone: (559) 621-7151
FAX: N/A
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.]
EXHIBIT A
Original Solicitation
SECTION 1
INTRODUCTION
1.1 INTENT OF THE REQUEST FOR PROPOSAL
It is the intention of Merced County to establish national contracts that satisfy the needs of participating governmental entities in the purchase of technology solutions.
Agencies will be able to purchase on an “as needed” basis from competitively awarded contracts. Respondents are requested to submit their catalog of available products and services as requested in Exhibit 1.
Specifically, the purpose of this Fast Open Contracts Utilization Services (FOCUS) request is to solicit proposals from firms specializing in providing technology solutions that consist of equipment and services. Respondents are encouraged to submit an offering on any and all products or services available that they currently perform in their normal course of business for the opportunity to participate in an innovative County public-private relationship that has national opportunities.
Selected firms will enter into contractual relationships with Merced County. It is anticipated that multiple providers will be selected.
1.2 BACKGROUND INFORMATION
For Public Entities: The Fast Open Contracts Utilization Services (FOCUS) program established over two decades ago, and under State of California procurement guidelines (Gov. Code §25330 – 25338), is a competitively bid procurement vehicle for counties, cities, schools, special districts as well as Federal and state governments to use in the direct purchase of their technology needs through established public entity (County) contracts.
Purpose of FOCUS:
• Provide governmental agencies opportunities for greater efficiency and economy in procuring technology goods and services.
• Take advantage of state-of-the-art purchasing procedures to insure the most competitive contracts are available.
• Provide competitive price and bulk purchasing for multiple government agencies that yields economic benefits unobtainable by the individual entity. • Provide quick and efficient delivery of goods and services. • Equalize purchasing power for smaller agencies that are unable to command the best contracts for themselves.
• Help in assisting with use of best business practices.
For Firms: Under existing FOCUS contracts which begin to expire in 2021, Merced County provides its standing as a governmental jurisdiction offering a contract for government purchasing, marketing assistance, and advocacy at appropriate meetings, conferences, or similar events in return for an administration/marketing fee. In addition, Merced County is authorized to provide and offer, for a fee, consulting services/expertise to a vendor for preparing responses to other government’s bids, general or specific management assistance and other selected areas. Authority for Merced County to engage in these innovative and non-traditional activities is granted under California Government Code.
Respondents shall provide pricing based on a discount from a manufacturer’s price list. A multiple percentage discount structure is also acceptable. Please specify where different percentage discounts apply. Additional pricing and/or discounts may be included. If respondent has existing cooperative contracts in place, Merced County requests equal or better than pricing to be submitted.
Each category proposed is to be priced separately with all ineligible items identified.
Services may be awarded to multiple vendors. Respondents may elect to limit their proposals to a single service within any category, or multiple services within any or all categories.
Merced County is seeking service providers that have the depth, breadth and quality of resources necessary to complete all phases of technology projects. In addition, Merced County also requests any value add commodity or service that could be provided under this contract.
1.3 AGREEMENT TERM
The Agreement term shall be for a period of three (3) years. The start date shall commence upon Merced County Board of Supervisors written approval. Through mutual written agreement, contract term may be extended for two (2) additional, one (1) year terms, not to exceed five (5) years in total, contingent on appropriate and sufficient funding.
A Sample Agreement is included as an attachment to this proposal. This agreement will become part of the final agreement with successful Bidder awarded the proposal.
Any exceptions to the terms and conditions as stated herein and in the Sample Agreement must be identified separately. The County will execute the Agreement upon final selection of successful Bidder with the approval of the County’s Board of Supervisors.
REQUIREMENTS
1.4 SCOPE OF WORK
The purpose of this FOCUS RFP is to provide the means for counties, cities, schools, special districts and other governmental entities in California and nationally to purchase their needed technology solutions through a formally bid contractual relationship. FOCUS also provides the means for governments to reduce their costs of procurement while leveraging their dollars with other governments to achieve greater buying power. FOCUS offers the possibility of choosing more than one provider in each category. Further, this competitively bid program offers an alternative to existing non-competitively bid programs that may charge the buyer for administrative handling.
Merced County may select multiple vendors in each category for use by other governmental entities. This will allow agencies to pick and choose vendors that best suit their specific needs.
The program design shall incorporate the following requirements and principles to support the proposed technology goods and services described in Exhibit 1, “Category of Services”:
1.4.1. The categories reflect a wide array of requirements under which vendors may propose creative ideas to assist governmental needs with technology solutions.
1.4.2. Organizations/businesses may choose to respond to this Proposal in one or more of the categories. Merced County may choose more than one respondent per category to participate in FOCUS.
1.4.3. Selected FOCUS partners are authorized to add new product lines as needed to replace discontinued product lines. Merced County will be notified in writing of such product changes (with pricing) as they occur with all pricing evaluated by researching the General Services Administration’s online “GSA Advantage!”
1.4.4. Not Specifically Priced Items (NSP) – FOCUS users may order non-contracted products and services that are in support of the contracted items listed on the Purchase Order. Any NSP items must be peripheral and subordinate to the contracted items. The total value of all NSP items shall not exceed 10% of the total price of the Purchase Order.
1.4.5. Merced County reserves the right to receive and process all orders at a future date.
1.4.6. VENDORS NOT SELECTED FOR A FOCUS CONTRACT MAY NOT USE ANOTHER FIRM’S FOCUS CONTRACT TO QUALIFY FOR OTHER
POLITICAL JURISDICTION CONTRACTS OR SALES AUTHORITY
WITHOUT THE EXPRESS WRITTEN CONSENT FROM THE COUNTY OF
MERCED.
1.4.7. Corporate level management support and resource commitment to the FOCUS program.
1.4.8. Corporate level dedication to at least a California marketing program.
1.4.9. Corporate level commitment to their sales force in promoting the FOCUS program and rewarding successes.
1.4.10. An aggressive marketing strategy.
1.4.11. Excellence in customer support and service.
1.4.12. A commitment to use local providers and/or contracted services where a corporate presence does not exist.
1.4.13. A commitment to include Merced County in semi-annual FOCUS planning/strategy meetings.
1.4.14. A commitment to meet on FOCUS progress each quarter.
1.4.15. A product and service quality assurance program that meets or exceeds industry excellence standards.
1.4.16. The most competitive pricing given to a state/local government agency for the array of products and/or services offered. All pricing is evaluated by researching the General Services Administration’s online “GSA Advantage!” NOTE: Pricing offered must reflect across the board percentages of discount for every item/service submitted. Bidder must state in their proposal what percentages of discount are being offered in their proposal.
1.4.17. An ability to include industry leaders in the corporate and product suites offered through subcontractor relationships.
1.4.18. An on-line order placement/tracking system for immediate input or retrieval of information/acknowledgments.
1.4.19. Describe the level of availability for access and customer support.
1.4.20. As required, a customer help desk (800 number/on-line access) to assist customer technical and administrative issues.
1.4.21. Product, service, and installation excellence to any location that meets industry’s highest standards.
1.4.22. The availability and inclusion of product supplies, product training, networking services (if appropriate), and product maintenance.
1.4.23. All product installations and modifications performed by supplier will be by manufacturer-authorized personnel and meet manufacturer-documented specifications, unless otherwise specifically stated in the purchase order/ Statement of Work.
1.4.24. All respondents offering technology services must be certified by the California Public Utilities Commission (CPUC) to offer those services.
Evidence of certification from CPUC must be provided with response.
1.4.25. All products offered in response to this FOCUS RFP must meet or exceed the specifications of the referenced brands.
1.5 PROGRAM REQUIREMENTS:
The following are the minimum requirements in Bidder’s administration of the program and must fully demonstrate an understanding and commitment to this creative business (public-private) alliance.
1.5.1. MANDATORY ADMINISTRATIVE REQUIREMENTS
1.5.2. Notify Merced County of all sales made under FOCUS, including order/delivery progress, within fourteen (14) business days of order.
1.5.3. Quarterly and annual sales reports.
1.5.4. A product/service documents, paper or electronic – to be produced at least four (4) times per year. NOTE: Electronic documents shall be updated immediately for price reductions. The document must show the array of product/service offerings, product/service descriptions, and pricing schedules based on single item purchases. If appropriate, greater price reductions are expected as volume on identical items is increased. A percent of volume discount must be provided prior to order.
1.5.5. Price increase/price decline policies. Note: All price reduction changes must be published within 72 hours.
1.5.6. Ordering, reporting, and reconciliation procedures: All FOCUS purchase orders must state F.O.B. Destination. In the event that a FOCUS user requests expedited shipping, only the expedited shipping charges may be passed through to that specific FOCUS user.
1.5.7. New product/service offerings expected within six (6) months.
1.5.8. Support services including help desk phone numbers.
SECTION 2
RESPONSE FORMAT AND CONTENT
2.1 GENERAL INFORMATION
This section describes the required response format and content. The response should contain the requested information organized by the prescribed section and subsection numbers and titles. Any information provided beyond that required in the response should be contained in a section entitled "Optional Exhibits and Attachments”.
Each Bidder shall submit a complete response, providing all information requested and a complete description of the functional operation of the program/project proposed. Failure to follow the prescribed format may result in rejection of your response.
Responses must be complete in all aspects. A response may be rejected if it is conditional or incomplete, or if it contains any alteration of form or other irregularities of any kind. A response may be rejected if any such defect or irregularity constitutes a material deviation from the proposal requirements. The response must contain all costs required by the proposal.
2.2 RESPONSE FORMAT
The response must be developed on the forms provided in this package, or must follow the proposal content requirements in the order in which they appear in the proposal. Responses that do not conform to this format may not be considered for evaluation. All responses must be submitted in the name of the legal entity or authorized agency. Responses must be signed in ink by the officer or officers legally authorized to bind the company, partnership or corporation.
The content and sequence of the response will be as follows:
2.2.1 Signature Page (Attachment A)
2.2.2 Bond(s) (If any)
2.2.3 Table of Contents
2.2.4 Executive Summary
2.2.5 Exceptions
2.2.6 Approach
2.2.7 Bidder's Qualifications
2.2.8 Cost Proposal
2.2.1 Signature Page
Bidder must complete and return the enclosed Signature Page (Attachment A, “Signature Page”). The Signature Page must be signed in blue ink by the officer or officers legally authorized to bind the company, partnership, or corporation.
2.2.2 Bond(s)
Bidder must enclose any bonds as required in the RFP.
2.2.3 Table of Contents
The Table of Contents must be a comprehensive listing of the contents included in your response. This section must include a clear definition of the material, exhibits and supplemental information identified by sequential page numbers and by section reference numbers.
2.2.4 Executive Summary
The Executive Summary shall condense and highlight the contents of the Bidder’s Business Response to provide the Evaluation Committee with a broad understanding of the Bidder’s approach, qualification, experience and staffing.
2.2.5 Exceptions
This portion of the response will note any exceptions to the requirements and conditions taken by the Bidder. Exceptions should clearly explain why the Bidder is taking exception to the requirements. If exceptions are not noted, the County will assume that the Bidder's response meets those requirements as specified herein and that the Bidder accepts and intends to abide by all stated terms, conditions, and requirements. Exceptions will be considered by the County, and will form a part of any resulting Agreement, only if the County explicitly so states in writing.
Exceptions shall be noted as follows:
• Exceptions to the Requirements
• Exceptions to any other part of this RFP
• Exceptions to terms in the Sample Agreement
2.2.6 Approach
The Bidder’s response shall clearly describe in detail how the Bidder will meet the requirements of this proposal and perform the Requirements.
Additionally, the response should provide any special or unique qualifications which the Bidder believes it possesses to meet the requirements of this proposal. Only those levels of performance the Bidder actually believes can be accomplished should be stated as measurable objectives. Each of the major tasks, or activities to be undertaken, as a means of reaching such objectives, must be specifically identified. Display the essential points of activity in a time sequence showing the amount of time allotted to each activity.
The merit of each response received in response to this proposal will be judged largely on the basis of each Bidder’s narrative description as described in the Approach of their response. It is important that your response contain all information required for an effective review process. The response should be written in such a manner to provide sufficient detail to enable the Evaluation Committee members to know what is planned at every stage, and to make a judgment as to the probable success of the proposed effort.
(A benchmark chart may be completed to display the time frame for achieving and accomplishing each major program/project task or activity. Flowcharts and other related graphics may accompany this section.)
2.2.7 Bidder's Qualifications
Bidder shall provide a concise statement demonstrating that the Bidder’s company has the qualifications, experience, and capability to perform the requirements of this proposal. The following sections must be included:
a) History
Provide a brief history of your company, including the number of years in business. State whether your organization is an individual proprietorship, partnership, corporation, or private nonprofit organization, and the date your company was formed or incorporated. Provide a statement as to any judgment, litigations, licensing violations, or other violations, outstanding or resolved, against your company in the past five (5) years. b) Background and Experience
A summary of relevant background information describing your company’s experience of major accomplishments and/or activities similar to the requirements set forth under this proposal, which demonstrates your company's ability to provide the service described in your response. c) References
Provide a list of at least three (3) customer references. Include the firm’s name; the name, title, and telephone number of a contact person; the dollar amount of the Agreement; and the dates that these services were completed.
Bidder may provide sample material of your company's work to substantiate your previous experience.
d) Staff Assignment
A brief description of the experience and qualifications of the proposed key staff members assigned to this program/project and what percentage of their time will be devoted to the program/project. Show their function, level of education, degree and license, if appropriate, and a detailed resume for each person. Additionally, the Bidder must specify where the staff will be located and identify the program/project manager.
2.2.8 Cost Proposal
It is essential that all responding Bidders include and clearly detail all costs, payment schedules, categorization of line items, and/or other related costs associated with your response. All responses must have a narrative providing a thorough and clear explanation of your costs.
SECTION 3
BASIS OF AWARD, SELECTION PROCESS AND EVALUATION CRITERIA
3.1 BASIS OF AWARD
Award will be made to the Bidder(s) whose response demonstrates to be the most qualified, responsive and advantageous to the County. The County shall not be obligated to accept the lowest cost response or limit their award to a single Bidder, but will make an award in the best interests of the County after all factors have been evaluated (“most responsive response(s)”).
THE COUNTY RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO REJECT
ANY OR ALL RESPONSES OR ANY PART THEREOF, OR TO WAIVE ANY
INFORMALITIES IN THE RESPONSE AND MINOR IRREGULARITIES,
TECHNICAL DEFECTS OR CLERICAL ERRORS, TO MAKE AN AWARD ON THE
BASIS OF SUITABILITY, QUALITY OF SERVICE(S) TO BE SUPPLIED, THEIR
CONFORMITY WITH THE SPECIFICATIONS AND FOR THE PURPOSES FOR WHICH THEY ARE REQUIRED, AND NOT CONFINED TO COST ALONE. THE
COUNTY SHALL NOT BE LIABLE FOR ANY COSTS INCURRED BY THE BIDDER
IN CONNECTION WITH THE PREPARATION AND SUBMISSION OF THIS OR ANY OTHER RESPONSE.
False, incomplete, or nonresponsive statements in connection with the response may be deemed sufficient cause for rejection. The County shall be the sole judge in making such determination. The County reserves the right to cancel or discontinue with the response process and reject any or all responses in the event it determines that there is no longer a requirement for the furnishing of such items, materials, equipment and/or services, funding is no longer available for this proposal, or it is otherwise in the County's best interest to cancel the proposal process.
3.2 EVALUATION PROCESS
The Evaluation Committee will consider only those responses which have been considered responsive to the proposal. Any response which fails to meet the requirements of the proposal will be considered non-responsive and may be rejected. Responsiveness includes attention to detail in following the proposal format. The Evaluation Committee may also contact and evaluate the Bidder’s and the Sub-Contractors references; contact any current users of a Bidder’s services; solicit information from any available source concerning any aspect of a response; and seek and review any other information deemed pertinent to the evaluation process. The Evaluation Committee shall not be obligated to accept the lowest priced response, but shall recommend such response that is the most qualified, responsive and cost-effective response and in the best interest of the County (“most responsive response”).
The RFP responses will be evaluated based on the below scoring criteria and county may award to multiple bidders, if necessary:
SECTION 4
TERMS AND CONDITIONS
4.1 REQUEST FOR PROPOSAL CLOSING DATE
Without law or policy to the contrary, if the Bidder took reasonable steps to submit the response in due time, and failure of the response to be on hand at the time of closing was not the result of negligence or other fault of the Bidder, but was the result of negligence by the County, the County reserves the right to accept such response.
All responses shall remain firm for at least one hundred twenty (120) days following the proposal closing date. The County reserves the right to withhold an award of the proposal for one hundred twenty (120) days from date of closing.
All responses and accompanying documentation submitted by the Bidders, will become the property of the County. Responses shall be based on the material contained in the proposal. Bidders are instructed to disregard any prospective oral representations it may have received prior to the solicitation of the proposal.
Cost for developing and preparing the response is solely the responsibility of the Bidder whether or not any award results from this solicitation. Further, the cost of developing and preparing responses to the proposal will not be allowed as direct or indirect charges under any resulting Agreement.
No alteration in any of the terms, conditions, delivery, price, quality, quantities, or specifications will be effective without prior written consent of the County.
THE COUNTY RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO REJECT
ANY OR ALL RESPONSES OR ANY PART THEREOF, OR TO WAIVE ANY
INFORMALITIES IN THE PROPOSAL AND MINOR IRREGULARITIES,
TECHNICAL DEFECTS OR CLERICAL ERRORS, TO MAKE AN AWARD ON THE
BASIS OF SUITABILITY, QUALITY OF SERVICE(S) TO BE SUPPLIED, THEIR
CONFORMITY WITH THE SPECIFICATIONS AND FOR THE PURPOSES FOR WHICH THEY ARE REQUIRED, AND NOT CONFINED TO PRICE ALONE. THE
COUNTY SHALL NOT BE LIABLE FOR ANY COSTS INCURRED BY THE BIDDER
IN CONNECTION WITH THE PREPARATION AND SUBMISSION OF THIS OR ANY OTHER PROPOSAL.
4.2 ANNOUNCEMENT OF RESPONSES
All responses received by the published date and time for submission will be publicly displayed at the Department of Administrative Services-Purchasing at 2222 “M” Street, Merced, California 95340 and our Supplier Portal Site. All information contained in the responses shall be confidential to avoid disclosure of contents prejudicial to competing Bidders during the evaluation process. No award decision, pricing, or exchange of views will be discussed at time of opening.
4.3 INTERPRETATION, CORRECTIONS AND AMENDMENTS
The Bidder must carefully examine the specifications, terms and conditions provided in the Request for Proposal and become fully informed as to the requirements set forth therein. If anyone planning to submit a response discovers any ambiguity, conflict, discrepancy, omission or error in the proposal, has any questions in relationship to the “REQUIREMENTS”, or any other related matters, Bidder shall immediately submit their request for clarification or modification of the RFP no later than the Question and Answer deadline. No further requests for clarification or objections to the proposal will be accepted or considered after this date. Any change in the proposal will be made only by written amendment, issued by the Department of Administrative Services-Purchasing to each vendor on the Bidders list as well as posted on the County website, and shall be incorporated in the proposal. Any oral communication by the County’s designated contact person or any other County staff member concerning this proposal is not binding on the County and shall in no way modify this proposal or the obligations of the County or any Bidders.
4.4 DISCUSSION WITH RESPONSIBLE BIDDERS AND CLARIFICATIONS TO
PROPOSAL
All Bidders submitting a response for consideration agree that their company will be willing to enter into a final Agreement if awarded this proposal. The County may, in its sole discretion, negotiate certain terms and conditions of such final Agreement after identification of the apparent successful Bidder. However, Bidders should not assume that any terms of this RFP or other applicable terms and conditions are subject to later negotiation, and should instead assume that all such terms and conditions are mandatory conditions of participation in this RFP process. Negotiated changes, if any, will not change the “Requirements”.
4.5 FALSE OR MISLEADING STATEMENTS
Responses which contain false or misleading statements, or which provide references which do not support an attribute or condition claimed by the Bidder, may be rejected. If, in the opinion of the County, such information was intended to mislead the County in its evaluation of the response, and the attribute, condition or capability is a requirement of this proposal, it will be the basis for rejection of the response.
4.6 INDEPENDENT CONTRACTOR
It is expressly understood that in the performance of any services resulting from this proposal, Bidder is an Independent Contractor and is not an agent or employee of the County and warrants that all persons assigned to the program/project are employees, or subcontractors, of the Bidder. In the event the awarded Bidder shall employ others to complete or perform the services provided, Bidder shall be solely responsible and hold the County harmless from all matters relating to the payment of such person(s).
It is mutually understood and agreed that no employee-employer relationship will be created between County and Bidder or County and Bidder’s employees, and that the awarded Bidder shall hold County harmless and be solely responsible for withholding, reporting and payment of any federal, state or local taxes, contributions or premium imposed or required by workers' compensation, unemployment insurance, social security, income tax or other statutes or codes applying to Bidder, or its sub-Contractor(s) and employees, if any. It is mutually agreed and understood that the Bidder, its Sub-Contractor(s) and employees, if any, shall have no claim under any Agreement that may result from this proposal or otherwise against County for vacation pay, sick leave, retirement or social security benefits, occupational or non-occupational injury, disability or illness, or loss of life or income, by whatever cause.
4.7 EXPLANATION OF USE OF SUB-CONTRACTORS
Any Bidder using a Sub-Contractor(s) must clearly explain the use of the Sub- Contractor(s) and list the name(s) of the Sub-Contractor(s) providing work under this proposal. The selected Bidder will be fully responsible for all work performed under this proposal and will be considered as the Prime Contractor. Any Sub-Contracting, or other legal arrangements made by the Bidder are the sole responsibility of the Bidder. Any Agreement that is entered into between the selected Bidder and the Sub-Contractor(s) shall contain provisions for federal and state access to the books, documents, records, and inspection of work. Bidder awarded any Agreement as a result of this proposal shall obtain County written approval of sub-contractors identified in Bidder submittal prior to execution of Agreement.
4.8 JOINT VENTURES
In the event a response is submitted jointly by more than one organization, one legal entity must be designated as the Prime Contractor. All other participants shall be designated as Sub-Contractors.
4.9 CONFIDENTIALITY
The contents of all responses, correspondence, agenda, memoranda, or any other medium which discloses any aspect of a Bidder’s response shall be held in the strictest confidence until after negotiations for the contract are negotiated. If you contend that any submission contains trade secrets or proprietary data, please be advised that the County cannot and does not give any assurances or guarantees that such information will not be released under the California Public Records Act.
The Bidder should clearly mark any of the information within their response that is proprietary, however, the County will be guided by the California Public Records Act and the definition of Trade Secrets under California Civil Code Section 3426.1, but in no case will the following be considered proprietary: a) the final cost of the bid or response; b) information that is not clearly marked as proprietary in nature; c) information that, though marked as proprietary, is not actually proprietary d) information that is otherwise generally available as information or technology within the subject trade, industry or profession.
BIDDER SHALL NOT DESIGNATE THE ENTIRE RESPONSE AS PROPRIETARY.
SUCH ATTEMPTED DESIGNATION WILL NOT BE HONORED.
Submission of a response by a Bidder shall constitute an agreement to the provision for public announcement. The County shall not be obligated to release information contained in any Bidder’s RFP submittal that has been marked as proprietary, without the written consent of the Bidder. Any agency requesting such information so marked as proprietary must obtain such written authorization directly from Bidder and forwarded to County.
County shall not be required to contact any Bidder for information on behalf of any requesting agency. Merced County shall have the sole discretion and exclusive authority to determine if any other party has properly obtained the right to have access to proprietary information.
4.10 PUBLIC AGENCY PARTICIPATION
Any public agency, i.e., city, district, public authority, public agency, municipality and other political subdivision or a public corporation (hereinafter referred to as Public Agency) shall have the option of participating in any award made as a result of this proposal at the same prices, and terms and conditions. The County is not an agent, partner, or representative of the Public Agency, and is not obligated or liable for any financial responsibility in connection with purchase orders issued by any Public Agency. The Public Agency shall accept sole responsibility for placing orders or payments to the successful Bidder.
4.11 PRICING CONDITIONS
All responses shall remain firm for at least one hundred twenty (120) calendar days after RFP Submittal Deadline unless otherwise specified. Within one hundred twenty (120) calendar days after the RFP Submittal Deadline opening, a purchase order and/or an Agreement may be awarded by the County, as it may deem proper, in its absolute discretion. The time for awarding a purchase order and/or an Agreement may be extended at the sole discretion of the County, if required to evaluate responses or for such other purposes as the County may determine.
4.12 DETERMINATION OF BIDDER’S RESPONSIBILITY
• Responsible Bidder
A responsible Bidder is a Bidder who has demonstrated the attribute of trustworthiness, as well as quality, fitness, capacity, financial strength, and experience to satisfactorily perform the Agreement. It is the County’s policy to conduct business only with responsible Bidders.
• Non-responsible Bidder
The County may declare a Bidder to be non-responsible for purposes of this proposal for a variety of reasons, some of which are listed below. This is not an exclusive list - reasons may include the following but are limited to the below:
Committed any act or omission which negatively reflects on the Bidder’s quality, fitness, financial strength, or capacity to perform any Agreement that may be derived from this proposal with the County or an Agreement with any other public entity, or engaged in a pattern or practice which negatively reflects on same; or Committed an act or omission which indicates a lack of business integrity or business honesty; or
Made or submitted a false claim against the County or any other public entity; or
Submitted false, incomplete or unresponsive statements or omitted requested documentation in connection with this proposal.
4.13 PUBLIC DISCLOSURE
All public records of the County are available for disclosure except the contents of the responses received in response to an RFP, which are not open for public review until the contract between the awarded Bidder and the County is agendized with the Board of Supervisors. In the event that an unsuccessful Bidder files an official request to view the awarded Bidder’s response, the County must comply with appropriate public disclosure procedures. However, if information specifically designated in the response as proprietary is requested County may attempt to notify Bidder should Bidder wish to pursue protections against disclosure, at its own cost, so that the information will not be made available.
Pursuant to the California Public Records Act, Government Code Sections 6250 et seq., any contract that eventually arises from this Request for Proposal is a public record, in its entirety. Also, all information submitted in response to this Request for Proposals is itself a public record without exception, and will be disclosed upon request, but only after negotiations are complete. Submission of any materials in response to this Request for Proposals constitutes your consent to release materials, and a waiver of any claim that the information is protected from disclosure.
Furthermore, by submitting materials, you agree to indemnify and hold harmless Merced County for release of such information.
4.14 QUALIFICATIONS OF BIDDER
The County may make such investigation as it deems necessary to determine the ability of the Bidder to provide the services requested herein, and the Bidder shall furnish to the County all information and data for this purpose as the County may request. The County reserves the right to reject any response should the evidence submitted by, or investigation of, the Bidder fails to satisfy the County that such Bidder is properly qualified to carry out the obligations of the proposal and to complete the requirements contemplated therein.
4.15 DISQUALIFICATION OF BIDDER
A Bidder may be disqualified and the response rejected, in addition to any other cause for rejection as set forth elsewhere in this proposal, for any of, but not limited to, one of the following reasons:
• Proof of collusion among Bidders, in which case all responses involved in the collusive action will be rejected and any participant to such collusion will be barred from future bidding until reinstated as a qualified Bidder. • Lack of responsibility or cooperation as shown by past work or services provided to the County or others.
• Being in arrears on existing Agreements with the County or having defaulted on previous Agreements.
• Incomplete information or missing documents as required in the proposal.
4.16 INTEGRITY OF EXPENDITURE
The Bidder assures that every reasonable course of action will be taken to maintain the integrity of expenditure of public funds and to avoid any favoritism, questionable, or improper conduct.
4.17 GRATUITIES
Neither the Bidder nor any person, firm, or corporation employed by the Bidder shall give, directly or indirectly, to any employee or agent of the County, any gift, money, or anything of value, or any promise, obligation, or Agreement for future reward or compensation, neither during the proposal process nor during the performance of any Agreement period resulting from this proposal.
4.18 CONFLICT OF INTEREST
The Bidder covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of this proposal. Bidder shall make all reasonable efforts to ensure that no conflict of interest exists between its officers, employees, or sub-Contractor(s), and the County. Bidder shall make all reasonable efforts to ensure that no County officer or employee, whose position in the County enables them to influence any award of this proposal or any competing offer, shall have any direct or indirect financial interest resulting from any Agreement that may be derived from this proposal or shall have any relationship to the Bidder or officer or employee of the Bidder, nor that any such person will be employed by Bidder in the performance of any Agreement that may be derived from this proposal without immediate divulgence or such fact to the County.
4.19 FEDERAL, STATE, AND LOCAL TAXES
The awarded Bidder shall pay all taxes lawfully imposed upon it with respect to this proposal or any product delivered with respect to the Agreement. The County makes no representation whatsoever as to the exemption from liability to any tax imposed by any government entity on the awarded Bidder.
4.20 OSHA REQUIREMENTS
All material, equipment, or labor submitted under this proposal by Bidder shall meet the required standards of OSHA 1970 and CA-OSHA 1973. Bidder warrants that the described material, equipment or labor meets all appropriate OSHA safety and health requirements. Further, it warrants that the said material or equipment will not produce or discharge in any manner or form, directly or indirectly, chemicals or toxic substance that could pose a hazard to the health or safety of anyone who may use the material or equipment or come into contact with the material or equipment.
4.21 ENVIRONMENTAL PROTECTION
The Bidder awarded the Agreement resulting from this proposal shall be in compliance with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (41 USC 1857(h)), Section 508 of the Clean Water Act (33 USC, 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR, Part 15) which prohibits the use under nonexempt federal Agreements, grants, and loans of facilities included on the EPA List of Violating Facilities. The Contractor shall report violations to the applicable federal agency and the US EPA Assistant Administrator for enforcement.
4.22 DRUG FREE WORK PLACE
The awarded Bidder must certify that it will provide a drug-free workplace as set forth by the Federal Drug-Free Workplace Act of 1988.
4.23 PREVAILING WAGE RATES
Should the proposal call for the Bidder to be responsible for any site preparation activities, the Bidder will be required to certify adherence to the requirements of all state and federal laws relating to the payment of prevailing wage rates for work performance under public works project laws, specifically, as covered by the federal Davis-Bacon Act and California Labor Code 1720 et seq. A copy of this wage scale may also be obtained from the office of the Director of Industrial relations, State of California, or http://www.dir.ca.gov/DLSR/PWD/mer.xls
It shall be mandatory upon the Bidder to whom the Agreement is awarded, and upon all sub-Contractor under him, to ascertain and pay not less than the latest general prevailing hourly rates for Saturday, Sunday, holidays, and overtime work for each workman or mechanic employed in the execution of the work of this project as per determination made by the Director of Industrial Relations, California Labor Code, Part 7, Chapter 1, Article 2, Sections 1770, 1773, and 1773.1.
4.24 COMPLIANCE WITH APPLICABLE LAWS
The successful Bidder shall otherwise perform all obligations under the resulting Agreement in compliance with all applicable federal, state, and local laws, rules, regulations, and policies.
No Contractor or sub-Contractor(s) may be listed on a bid response for a public works project (submitted on or after March 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].
No Contractor or sub-Contractor(s) may be awarded an Agreement for public work on a public works project (awarded on or after April 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5.
This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
4.25 LEGAL CONSIDERATIONS
Any Bidder, by submission of a response to this proposal, and any subsequent Agreement that may be derived from this proposal, shall be deemed and have agreed to be bound by the laws of the State of California in all respects as to interpretation, construction, operation, effect and performance.
Notwithstanding any other provisions of this proposal, any dispute concerning any question of fact or law arising under this proposal, or arbitration arising out of any Agreement that may be awarded as a result of this proposal, shall be tried in Merced County, unless the parties agree otherwise or are otherwise required by law.
4.26 OUT-OF-STATE BIDDER
Where the Bidder is an Out-Of-State Bidder, not doing business in the State of California, the package bid or purchase price, for the purpose of determining the lowest price bid, shall be increased by applicable retail rate of general sales tax and use tax when and where applicable.
4.27 LOCAL BUSINESS PURCHASING PREFERENCE
Notwithstanding any other provision contained herein to the contrary, a ten percent (10%) preference shall be granted to local business whenever the purchasing agent of Merced County purchases services, supplies, materials and/or equipment for county use through the competitive bid process, which shall be defined herein to include quotes, bids, and proposals. The purchasing agent in evaluating competitive bids shall determine the lowest responsive Bidder, and if the lowest responsive Bidder is a non-local Bidder then a ten percent (10%) preference shall be granted to local Bidders. Local preference only applies to the procurement of services, supplies, materials and/or equipment, and will not apply to bids conducted with other public agencies nor when prohibited by state or federal statutes or regulations to be awarded to the “lowest responsible Bidder” or otherwise exempted from local preference. A local bidder is defined as:
a. A principal place of business located within the County of Merced with a valid and verifiable business license, if applicable, issued by a city within the County or a business located in the unincorporated areas of the County. Post Office Boxes do not qualify as verifiable local business addresses; b. Employs at least one (1) full-time employee within the County, or if the business has no employees, shall be at least fifty percent (50%) owned by one or more persons whose primary residence(s) is located within the County; and
c. Has had a fixed office or place of business having a street address within the County for at least six (6) months immediately prior to the issuance of the request for competitive bids by the County.
The ten percent (10 %) local preference shall be deducted from the total dollar amount bid by local Bidders on competitive quotes and bids, and assess on the total evaluated aggregate score obtained by local Bidders on proposals (County of Merced County Policy, Chapter 5.12.025, “Local Business Purchasing Preference” Policy).
4.28 BUSINESS LICENSE
Prior to the issuance of any purchase order and/or the performance of any Agreement derived from this bid, the successful bidder and its sub-Contractors shall be required to maintain a Merced County Business License in accordance with the County of Merced Ordinance No. 1705, “An Ordinance Establishing a requirement for a Business License and Temporary Business License and/or persons operating in the unincorporated areas of Merced County”
(http://www.qcode.us/codes/mercedcounty/).
It is the intent of the Board of Supervisors of the County of Merced to authorize that no person shall maintain, conduct, or carry-on a business, whether or not for profit, located in whole or in part at a fixed place of business within the County and outside the limits of any incorporated city, without first obtaining a license to operate as provided under the County of Merced Ordinance No. 1705.
DEFINITIONS
Agreement - Comprises the Request for Proposal (RFP), any amendment thereto, the bid proposal, and the purchase order if appropriate. The Agreement constitutes the entire agreement between the County and the awarded Bidder.
Bidder - A person, partnership, firm, corporation, or joint venture submitting a bid response for the purpose of obtaining a County Agreement.
Bonds –
Fidelity Bond - Also referred to as a Dishonesty Bond. A fidelity bond is a form of protection that covers the County for losses as a result of fraudulent acts by the Contractor.
Proposal Security Bond – Also referred to as Bid Security. A bond that is submitted with Bidder’s response to compensate the County for damages it might suffer if successful bidder refuses to execute the Agreement that may be derived from their response.
Generally, it is 10% of the amount of Bidder’s bid as bid security.
Performance Bond – A bond to ensure completion of the project as requested under the “Scope of Work”. The Performance Bond is backed by a surety who guarantees the project will be completed in accordance with the specifications of the proposal.
Payment Bond – This bond is to protect sub-Contractors and suppliers. It ensures that the surety backing the bond will pay the sub-Contractors and suppliers if the general Contractor does not.
County - The County of Merced, a political subdivision of the State of California.
Deliverable - The physical evidence such as documentation, certification of completion, hardware/software delivery, etc. which shows that a specific work has been completed as specified in the "Requirements".
Evaluation Committee - A committee established to review and evaluate responses to determine the Agreement award. The committee includes representatives of the department seeking the goods or services.
Goals/Tasks - A discrete unit of work to be performed.
Joint Ventures - Two or more corporations or entities that form a temporary union for the purpose of the RFP.
Prime Contractor – The Bidder who is awarded the Agreement and designated as the legal entity. The Prime Contractor will hereafter also be known as the Contractor. Any sub- Contracting, Joint Ventures, or other legal arrangements made by the Contractor during this project are the sole responsibility of the Contractor.
Proposal Deadline - The closing date associated with this proposal.
Proprietary – The information provided that is considered exempt from public disclosure defined as Trade Secrets under Civil Code Section 3426.1, pursuant to Public Records Act.
Scope of Work - The mutually agreed to document which describe tasks, dependencies, the sequence and timing of events, deliverables, and responsible parties associated with the various phases of the proposal.
Sub-Contractors - Any person, entity or organization, to which Contractor or County has delegated any of its obligations hereunder.
Work Plan - The mutually agreed to document, which describes task, dependencies, the sequence and timing of events, deliverables, and responsible parties, associated with the various phases of the proposal.
EXHIBIT 1- CATEGORY OF SERVICES
Contractor should be prepared to demonstrate how they will provide standard and advanced information technology, telecommunications, imaging, homeland security technology
CATEGORY HOW
SUPPLIED
% DISCOUNT
OFF LIST
PRICE
1.0 Communications Services
Call Center Solutions (with ACD)
Emergency Notification Solutions (Reverse 911)
Engineering/Consulting Services
Integrated Voice Response (IVR)
/
Voice over Internet Protocol (VOIP)
Unified Messaging (UM)
Long Distance Services (Switched, Dedicated)
Telecommunications Systems (PBX)
Telephone Handsets
Voice Mail Solutions
Wireless Voice Communication Services
2.0 Application Systems
Development
Installation Solutions
Version Control Solutions
3.0 Infrastructure
Battery Backup Systems
Cabling Services
Energy Auditing and Management Solutions
4.0 Enterprise Mobility Solutions
Mobile Device Management
Mobile Devices (Tablets)
Mobile Applications
5.0 Maintenance Services
6.0 Network & Enterprise Security Solutions
Firewall & Virtual Private Network (VPN) Solutions
Intrusion Detection/Prevention Solutions
Network, Host & Enterprise Management Solutions
Transport Solutions (PRI, MPLS, Super-trunks, CO
Business Lines, Optical, Satellite, Wireless)
Video Solutions
Wireless Solutions (Wi-Fi)
7.0 E-Government
Web Site Analytics
Web Site Content Management Solutions
Web Site Design, Development, Hosting Services
Web Site Development Tools
Web Site Intranet Solutions
Web Monitoring & Filtering Solutions
Web Site Portal Solutions
8.0 Enterprise Systems
Virtualization (Servers)
Virtual Desktop Infrastructure (VDI)
Anti-Virus, Spam, Spyware Solutions
Data Encryption Products & Services
Helpdesk Solutions
Hosting Services and Applications (Cloud and SaaS)
Radio Frequency Identification (RFID)
Server, Storage & Data Management Products
Telepresence/Video Conferencing
9.0 Training Solutions
10.0 Consulting Services
11.0 Other Goods and Services
EXHIBIT B
Original Government Contract
EXHIBIT C
City’s Insurance and Indemnity
Exhibit C
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 software is included in the purchase: VENDOR agrees to indemnify, defend, settle, or pay any third-party claim or action against any Client Party for infringement of any U.S. patent or copyright arising from CITY’S use in accordance with this Agreement of the System. If the System or any part of the System is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, VENDOR shall, at its own expense, either: (i) procure for City the right to continue to use the System; or (ii) modify the System to make it non-infringing, provided that such modification does not materially adversely affect City’s authorized use of the System; or (iii) replace the System with a functionally equivalent non-infringing program at no additional charge to City; or (iv) if none of the foregoing alternatives is reasonably available to VENDOR, terminate this Agreement and refund to City any prepaid but unearned fees paid to VENDOR.
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.
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.
4. If software is included in the purchase: Cyber Liability (Privacy and Data breach) insurance appropriate to VENDOR’S profession. Coverage shall be sufficiently broad to respond to duties and obligations as is undertaken by VENDOR in this agreement and shall include but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines penalties and credit monitoring expenses with limits sufficient to respond to these obligations.
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 products and completed operations; and, (iv) $2,000,000 general aggregate applying separately to the work performed under the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY *not required if product purchase with no delivery
$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: *not required if product purchase with no delivery
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
4. If software is included in the purchase:CYBER LIABILITY insurance with limits of not less than:
(i) $1,000,000 per claim/occurrence; and,
(ii) $2,000,000 policy aggregate
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 General and Automobile Liability insurance policies shall be written on an occurrence form.
(iii) The Commercial General and Automobile 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.
If software is included in the purchase: The Cyber Liability insurance shall cover claims involving privacy violations, information theft, damage to or destruction of electronic information, intentional and/or unintentional release of private information (including credit monitoring costs), alteration of electronic information, extortion and network security. Such coverage is required for claims involving any professional services for which VENDOR is engaged with the City for such length of time as necessary to cover any and all claims
If the Cyber Liability insurance policy is written on a claims-made form:
1. The retroactive date must be shown, and must be before the effective date of the Agreement or the commencement of work by VENDOR.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement work or termination of the Agreement, whichever occurs first, or, in the alternative, the policy shall be endorsed to provide not less than a five (5) year discovery period.
3. If coverage is canceled or non-renewed, and not replaced with another claims- made policy form with a retroactive date prior to the effective date of the Agreement or the commencement of work by VENDOR, VENDOR must purchase “extended reporting” coverage for a minimum of five (5) years completion of the Agreement work or termination of the Agreement, whichever occurs first.
4. A copy of the claims reporting requirements must be submitted to CITY for review.
5. These requirements shall survive expiration or termination of the Agreement.
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.
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.
EXHIBIT
AMS.NET,LLC.D/B/AMGTImpactSolutions
502 Commerce Way, Livermore, CA 94551
(925) 245-6100 | Fax (925) 245-6150
www.mgt.us Quote # Q-00102386
#Q-00102386 | Page 1
Project# 105249
Modified 5/7/2026
AccountMgr.
Ryan Snedden
(559) 548-1828
[email protected]
InsideAccount
Mgr.
Ken Falconitin
(925) 245-6119
[email protected]
QuoteExp. 5/20/2026
Customer
City of Fresno
2600 Fresno St Rm 1059
Fresno CA, 93721-3620 US
ATTN: Luke Draper
ShipTo
City of Fresno
2600 Fresno St Rm 1059
Fresno, CA 93721-3620
ATTN: Luke Draper
QuoteDescription
Default and Distribution
- V3
Merced FOCUS 2021092
Line Item
Description Manufacturer Quantity UnitPrice ExtendedPrice Distribution
1 $17,020.81 $34,041.62
2 $9,616.00 $19,232.00
3 $0.00 $0.00
4 $6,727.07 $13,454.14
5 $0.00 $0.00
6 $0.00 $0.00
7 $1,239.21 $2,478.42
AMS.NET,LLC.D/B/AMGTImpactSolutions
502 Commerce Way, Livermore, CA 94551
(925) 245-6100 | Fax (925) 245-6150
www.mgt.us Quote # Q-00102386
#Q-00102386 | Page 2
8 $0.00 $0.00
9 $0.00 $0.00
10 $0.00 $0.00
11 $0.00 $0.00
12 $0.00 $0.00
13 $0.00 $0.00
14 $0.00 $0.00
15 $7,326.56 $234,449.92
16 $4,928.00 $157,696.00
17 $0.00 $0.00
18 $0.00 $0.00
19 $1,373.24 $43,943.68
20 $0.00 $0.00
21 $0.00 $0.00
AMS.NET,LLC.D/B/AMGTImpactSolutions
502 Commerce Way, Livermore, CA 94551
(925) 245-6100 | Fax (925) 245-6150
www.mgt.us Quote # Q-00102386
#Q-00102386 | Page 3
22 $0.00 $0.00
23 $0.00 $0.00
24 $0.00 $0.00
25 $7,326.56 $117,224.96
26 $4,928.00 $78,848.00
27 $0.00 $0.00
28 $0.00 $0.00
29 $1,373.24 $21,971.84
30 $0.00 $0.00
31 $0.00 $0.00
32 $0.00 $0.00
33 $0.00 $0.00
34 $0.00 $0.00
Access- C9300X-48HX-A
AMS.NET,LLC.D/B/AMGTImpactSolutions
502 Commerce Way, Livermore, CA 94551
(925) 245-6100 | Fax (925) 245-6150
www.mgt.us Quote # Q-00102386
#Q-00102386 | Page 6
Order Summary
Subtotal $844,459.47
Adjustment $0.00
Estimated Taxes $42,446.32
Total $886,905.79
63 $60.52 $121.04
64 $2,500.00 $5,000.00
65 $750.00 $36,750.00
66 $200.00 $4,000.00
67 $0.00 $0.00
AMS.NET,LLC.D/B/AMGTImpactSolutions
502 Commerce Way, Livermore, CA 94551
(925) 245-6100 | Fax (925) 245-6150
www.mgt.us Quote # Q-00102386
#Q-00102386 | Page 7
Terms and Conditions
1. AMS.NET, LLC. will require a purchase order referencing this Quote # or if a purchase order is not provided, an authorized representative must sign this quote.
2. Payment terms are Net 30. An interest charge of 1.5% per month will be applied to all accounts past due, plus all costs of collection and reasonable attorneys fees. AMS.NET, LLC. accepts all major credit cards. A convenience fee of 3.5% will be assessed. Customer agrees to accept multiple invoices for projects that cover multiple sales. In the event that a site's readiness is delayed by the Customer, the Customer agrees to accept and pay invoices that reflect equipment and services already received.
3. Items sold by AMS.NET, LLC. D/B/A MGT Impact Solutions and shipped to destinations where sales tax is applicable will be subject to sales tax. If an item is subject to sales tax in the state to which the order is shipped, tax is generally calculated on the total selling price of each individual item. In accordance with state tax laws, the total selling price of an order will generally include shipping and handling charges and item-level discounts.
The amount of tax charged on your order will depend upon many factors including, but not limited to, the type of item(s) purchased, and the source and destination of the shipment.
Factors can change between the time you place an order and the time an invoice is sent, which could affect the calculation of sales taxes. The amount appearing on your proposal as
‘Estimated Sales Tax’ may differ from the sales taxes ultimately charged. Shipping charges and sales tax will be added to this order when invoiced and the customer agrees to pay these charges.
4. All companies with tax exemption must present a valid Tax Exempt form. If Customer is tax exempt or if tax exempt form is not provided then customer agrees to pay all applicable taxes.
5. All shipments are FOB Origin or Pre-paid and shipped to Dock.
Any Special shipping requirements must be clearly stated on all PO's (i.e. inside delivery). If inside Delivery or Lift-gate is required it must be specified and additional fees will incur. Shipping charges that appear on this quote are an estimate, AMS.NET, LLC. D/B/A MGT Impact Solutions will invoice and the customer will pay the actual shipping charge when identified.
6. Upon delivery of equipment, customer agrees to open all shipments and visually inspect equipment for physical damages.
All damages must be reported to AMS.NET, LLC. within 24 hours of delivery.
7. Returns. Returns for credit will be accepted at AMS.NET, LLC.
D/B/A MGT Impact Solutions’ discretion and are subject to manufacturer returns policies as well. Cisco and Meraki orders cannot be modified starting at 50 days prior to the current estimated ship date. Cisco and Meraki have a no return for credit RMA policy. Please make sure your order is accurate before AMS.NET, LLC. D/B/A MGT Impact Solutions places the order with the manufacturer. Returns for credit must be initiated within 20 days of customer receipt of goods. For returns to be approved all merchandise must be in an unopened box and the customer agrees to pay a restocking fee of 20% of the purchase price, unless waived by the manufacturer. All shipments must have a valid RMA number from AMS.NET, LLC. D/B/A MGT
Impact Solutions before returning. To make a returns for credit request, please contact your Account Manager listed on page one of this quote.
A copy of AMS.NET, LLC.’s full RMA policy is available for review online athttps://bit.ly/4axLRVg.
8. The laws of the state where the item is shipped will apply to this sale.
9. The term "installation date" means the first business day on which installation of the system is complete. Minor omissions or variances in performance of the System that do not
materially or adversely affect the operation of the system, shall not be deemed to have postponed the Installation Date. Seller shall use its best efforts to make timely delivery and installation.
However, all stated delivery and installation dates are approximate and except as expressly provided in this
agreement, Seller shall, under no circumstance, be deemed to be in default hereunder or be liable for consequential, incidental or special damages or commercial loss resulting from delays in delivery or installation.
10. Warranties. AMS.NET, LLC. D/B/A MGT Impact Solutions warrants to Customer that it has good title to the equipment being sold to Customer under this Agreement, and the right to sell such equipment to Customer free of liens or encumbrances.
AMS.NET, LLC. D/B/A MGT Impact Solutions further warrants to Customer that the equipment being sold to Customer hereunder shall be free from defects in workmanship during the products’ manufacturer warranty period. AMS.NET, LLC. D/B/A MGT
Impact Solutions warrants Installation for a period of one year commencing upon when AMS.NET, LLC. D/B/A MGT Impact
Solutions completes the installation under this agreement (this warranty being hereinafter referred to as an "Installation Warranty"). Except as expressly set forth in this paragraph, AMS.NET,LLC.D/B/AMGTImpactSolutions
502 Commerce Way, Livermore, CA 94551
(925) 245-6100 | Fax (925) 245-6150
www.mgt.us Quote # Q-00102386
#Q-00102386 | Page 8
AMS.NET, LLC. D/B/A MGT Impact Solutions does not make, and hereby disclaims, any and all representations or warranties, express or implied, with respect to the equipment or services being provided under this agreement, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, against infringement, or arising from a course of dealing, usage or trade practice.
AMS.NET, LLC. D/B/A MGT Impact Solutions shall reasonably cooperate and assist Customer in enforcing any manufacturer warranties with respect to the equipment being sold to
Customer under this Agreement. AMS.NET, LLC. D/B/A MGT
Impact Solutions hereby advises Customer, and Customer
acknowledges that in the event Customer desires to procure from AMS.NET, LLC. D/B/A MGT Impact Solutions any warranty protection beyond the warranty of title and the Installation Warranty provided under this Paragraph, Customer may do so by entering into a separate Service Agreement with AMS.NET, LLC. D/B/A MGT Impact Solutions. Manufacturer's warranty that is guaranteed is whatever is published by the manufacturer at the time of purchase.
For repair or replacement requests, please contact our
Customer Service Department at (800) 893-3660 Option 2,2.
Email requests should be sent to [email protected].
11. Cisco Cloud services purchased from AMS.NET, LLC. D/B/A MGT Impact Solutions requires customer to accept Cisco’s General Terms agreement located on Cisco Systems’ Website.
This Cisco General Terms Agreement describes the rights and responsibilities related to the Cloud Service(s) you purchase from Cisco or an Approved Source and is between you and Cisco. The Cisco General Terms Agreement includes the
applicable Offer Description(s) located at
www.cisco.com/c/dam/en_us/about/doing_business/legal/Cis co_General_Terms.pdf (collectively “Agreement”). By clicking ‘accept,’ or using the Cloud Service, you agree to the terms of this Agreement. If you do not have authority to enter into this Agreement, or if you do not agree with its terms, do not click ‘accept’ and do not use the Cloud Service.
12. The final price of all labor in this quote is contingent upon the customer providing AMS.NET, LLC. D/B/A MGT Impact
Solutions full site access, with keys or a dedicated escort, for a period of at least nine consecutive hours per working day. Any existing pathway being pulled through is assumed to be easily discoverable, and meeting BICSI standards, such as the fill ratio, lack of non-cabling material in the conduit, and appropriate number of LBs. Additionally, any interior wall penetrations are assumed to be drywall or a like material unless otherwise noted in the labor scope for this project. Any deviation from these assumptions may result in additional costs to the customer based on the time added to the project.
AMS.NET,LLC.
TaxID:94-3291626
C7 & C10 Contractor Licenses: 763508
Full terms and conditions can be viewed on our website at https://bit.ly/4ki2PKJ.
Purchase Order
Please make your purchase order to AMS.NET, LLC. and email it to Ryan Snedden at [email protected]. You may also return it by mail to 502 Commerce Way, Livermore, CA 94551.
Authorized Signature: Date:
Print Name: Print Title:
Controlled Doc. # EDCS-24218913 Ver: 6.0 Last Modified: Wed Sep 10 07:12:10 PDT 2025 CISCO PUBLIC INFORMATION, General Terms.docx
Term Meaning