MERCED COUNTY FOCUS CONTRACT
CITY OF MERCED
A California Charter Municipal
Corporation
BY:
D. Scott McBride,
City Manager
ATTEST:
D. SCOTT MCBRIDE, CITY CLERK
BY:
Assistant/Deputy City Clerk
APPROVED AS TO FORM:
CRAIG J. CORNWELL, CITY ATTORNEY
3y: bag Costel 1 1-70-2024
itv Attorner
ACCOUNT DATA:
M. VENUS RODRIGUEZ
BY:
Verified by Finance Officer
MERCEDE
Board of
COUNTY Supervisors
Jim Pacheco
Supervisor, District One
July 7, 2026
Josh Pedrozo
Supervisor, District Two
Daron McDaniel
To: All Federal, State and Local Governmental Entities Supervisor, District Three Lloyd Pareira, Jr.
After a comprehensive, formal Request For Proposals (RFP) process, the County of Supervisor, District Four Merced is proud to announce the Fast Open Contracts Utilization Services (FOCUS) Scott M. Silveira
Program contract with AMS.NET, LLC. This contract, as authorized by the Board of Supervisor, District Five Supervisors, is available for use through May 17, 2031, by any federal, state, county, city, school or special district public jurisdiction able to exercise a joint powers relationship with our County. Mark J. Hendrickson
County Executive Officer
This special relationship brings together government and a premier telecommunications technology solutions provider, AMS.NET, LLC, in a joint effort to offer entities, nationally, the opportunity to procure their technology needs through a pre-established flexible procurement contract. FOCUS Contract No. 2026120 Merced County is specifically designed to be a long-term alliance so as to ensure that your system Administration Building and service needs will continue to be met well into the future. 2222 "M" Street Merced, CA 95340
(209) 385-7366
(209) 726-7977 Fax
The County of Merced and AMS. NET LLC are dedicated and committed to assisting www.countyofmerced.com you in creating the most cost effective, efficient, and performance Equal Opportunity Employer
telecommunications technology solutions for your jurisdiction. Our standard is excellence in systems, services, and customer satisfaction. sincerely
Daron McDaniel, Board Chair
Merced County Board of Supervisors
Striving for
Excellence
AGREEMENT FOR SPECIAL SERVICES
BETWEEN
AMS.NET, LLC,
AND
MERCED COUNTY
CONTRACT NO.
THIS AGREEMENT, is made and entered into by and between the County of Merced, a political subdivision of the State of California, (hereinafter referred to as "County"), and AMS.NET, LLC, located at 502 Commerce Way, Livermore, CA 94551 (hereinafter referred to as "Contractor").
WHEREAS, County desires to contract with Contractor to perform special services in connection with the Fast Open Contracts Utilization Services (FOCUS) program: and WHEREAS, Contractor represents it has considerable knowledge and experience relating to the performance of such services; and
WHEREAS, the parties desire to set forth herein the terms and conditions under which said services shall be furnished.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereby agree as follows:
1. SCOPE OF SERVICES
1.1 FOCUS Program Overview
The purpose of this FOCUS Agreement will be to provide the means for counties, cities, schools, special districts and other govemmental entities in California and nationally to purchase their needed telecommunications technology solutions through a formally bid contractual relationship.
FOCUS Program 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.
1.2 FOCUS Program Design for Contractor
The program design shall incorporate the principles as they apply to the following awarded telecommunications technology categories:
Communications and Collaboration Services:
• Call Center Solutions
• Emergency Mass Notification and Public Warning Systems • Telecommunications and Network Engineering Services
1 BEND CURYCOMASTN 2026120
• Al-Enhanced IVR and Digital Assistants
• PBX Support and Migration Services
• End-User Voice Devices and Peripherals
• Custom Application Development and Modernization
• Software Release Management and Version Control
• Business Analysis and Requirements Engineering
• Quality Assurance and Testing Services
Application Development, Delivery, and Lifecycle Management Services:
• Custom Application and Modernization
• Software Release Management and Version Control
• Application Support and Managed Services
Infrastructure, Power, and Physical Layer Technology Services:
• Power Resiliency, Backup and Energy Storage Systems
• Data Center and Edge Infrastructure
• Network and Security Hardware
Enterprise Mobility, Mobile Workforce, and Endpoint Ecosystem Services • Mobile Device/Unified Endpoint Management (UEM)
• Mobile Application Development and Integration
• Mobile Security and Threat Defense
• Cloud and Hybrid Maintenance Services
• Cybersecurity Maintenance
Technology Maintenance, Support, and Lifecycle Management Services • Preventive and Scheduled Maintenance
• Software Maintenance, Patching and Release Management • Hardware Maintenance and Lifecycle Services
• Monitoring, Alerting and Managed Operations
• Documentation and Reporting Compliance
• Cybersecurity Maintenance
Network Infrastructure, Cybersecurity and Connectivity Solutions • Cybersecurity Maintenance
• Firewall, Zero-Trust Access and Secure Connectivity
• Intrusion Detection, Prevention and Threat Intelligence • Cloud Network Security
• SIEM/SOC Logging and Operations
Digital Government, Web Experience and Online Service Delivery Solutions • Web Experience Analytics and Digital Insights
•We Content ManetSystems M
• Web/Mobile UX Design, Development and Hosting
• Employee Intranet and Internal Portals
Enterprise Platforms, Cloud Infrastructure, Cybersecurity, and End-User Systems:
• Virtual Platforms and HCI
• Virtual Desktops/ Digital Workspaces
• Endpoint Protection and Threat Defense
• Data Encryption, Identity Security and Zero Trust
• IT Service Management System (ITSM)/ Helpdesk Platforms Technology Consulting, Advisory, and Professional Services • Strategic IT Planning and Advisory Services
• Cybersecurity and Compliance Consulting
• Data, Analytics and Bl Consulting
• Cloud, Infrastructure and Modern Workplace Consulting • Ai, Automation and Emerging Tech Consulting
• Procurement and Vendor Management Consulting
Technology Accessories, Specialized Equipment and Ancillary Services • Technology Accessories and Peripherals
• Specialized Equipment and Field Technology
• Printing Scanning and Digitization Equipment
• Asset Tracking and Labeling Systems
Sustainability and Green Technology
• Emergency/Disaster Response Technology
Training Solutions
IT Consulting Services
1.3 Services
Contractor shall provide such services in a good and professional manner in accordance with terms and conditions stated herein, and any specifically referenced attachments hereto. The following exhibits are specifically incorporated by reference, attached hereto, and made a part hereof, except when in conflict with this Agreement or modified herein:
Exhibit A - County's Request for Proposal (RFP) #7652
Exhibit B - Contractors RFP Response
Services shall include all activities of Contractor necessary to its perform al sorties as in inded in the contractor no as and sta employee of the County
In the performance of Contractors duties to perform such services, Contractor's services include, but are not limited to the following:
a. Provide telecommunications products and services, using a competitively bid procurement tool, to public entities nationally. b. Offer superior products and services, at competitively bid prices, to ensure public entity telecommunications goals are being achieved. c. Service FOCUS needs in specifically awarded telecommunications technology categories as listed in Section 1.2.
1.4 Contractor Commitments
Contractor will provide the following:
a. 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. b. 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 ten percent (10%) of the total price of the Purchase c. Merced County reserves the right to receive and process all orders at a future date.
d. Corporate level management support and resource commitment to the FOCUS Program.
e. Corporate level dedication to at least a California marketing program. f. Corporate level commitment to their sales force in promoting the FOCUS Program and rewarding successes.
g. An aggressive marketing strategy.
h. Excellence in customer support and service.
i. A commitment to use local providers and/or contracted services where a corporate presence does not exist.
j. A product and service quality assurance program that meets or exceeds industry excellence standards.
k. The most competitive pricing given to a state/local government agency for the array of products and/or services offered.
I. An ability to include industry leaders in the corporate and product suites offered through subcontractor relationships.
m. An on-line order placement/tracking system for immediate input or retrieval of information/acknowledgements by vendor.
n. As required, a customer help desk (800 number/on-line access) to assist customer technical and administrative issues.
•. Prostry highest star dardlation excellene to any location that meets p. The availability and inclusion of product supplies, product training, networking services (if appropriate), and product maintenance. q. All product installations and modifications performed by supplier will be oy manufacturer-authorized personnel and meet manufacturer- documented specifications, unless otherwise specifically stated in the purchase order/ Statement of Work.
r. All contractors offering technology services must be certified by the California Public Utilities Commission (CPUC) to offer those services.
Evidence of certification from CPUC is required.
s. All products offered as a part of FOCUS must meet or exceed the specifications of the referenced brands.
1.5 Mandatory Administrative Requirements
a. Notify County of all sales made under FOCUS, including order/delivery progress, within sixty (60) business days of order.
b. Deliver Quarterly and Annual sales reports
c. A product/service document, paper or electronic, to be produced at least four (4) times per year. Electronic documents shall be updated immediately for price reductions. The document must show the array of productservice omerings, 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. d. Price increase/price decline policies. All price reduction changes must be published within seventy-two (72) hours.
e. Send the quarterly administrative fees to Merced County. f. Manage a subcontractor and/or Product List and provide to County upon request. (See Agreement Attachment 1).
g. Document ordering (including invoices, payments, taxes on sales and services, and return procedures), reporting, and reconciliation procedures (See Agreement Attachment 2).
h. Provide support services including help desk phone numbers. i. Provide warranty statements.
i. Provide points of contact including phone/ e-mail information.
2. TERM
The term of this Agreement shall commence on the 18th day of May, 2026, and continue until the 17th day of May, 2031, unless sooner terminated in accordance with the sections entitled "TERMINATION FOR CONVENIENCE', or "TERMINATION FOR CAUSE", as set forth elsewhere in this Agreement.
3. ADMINISTRATIVE FEES
Contractor agrees to pay County administrative fees in accordance with the following schedule on a quarterly basis. Payment is to be made not later than thirty (30) days following the end of the quarter (April 30, July 31, October 31, January rest each ye calculated for ical year of January 1st through December 31st and Annual Sales Through Contract Administrative Fee
$O - $2,000,000 1%
$2,000,000+ 0.5%
4. PUBLIC AGENCY PARTICIPATION
shall have the option of participating in any award made as a result of this proposal 6 at the same prices, F.O.B. destination, and terms and conditions. The public agency shall make purchases in their own name, have deliveries made to their facilities, and be responsible for tax liability and payments directly to the Contractor. The public agency will hold harmless the County from all claims, demands, actions, or causes of actions of every kind resulting directly or indirectly, arising out of, or in any way connected with use of this Contract.
Public Agencies may not qualify vendors for their contract offerings by using FOCUS Terms and Conditions.
5. PROGRAM UTILIZATION REQUIREMENTS
Agreements are accomplished by referencing vendor's specific FOCUS contract number on each public agency's purchase order, forwarding original to Contractor, and providing an information copy to the Merced County Department of community and Economic Development via U.S. Mall, Tax, or e-mail. For ordering, reporting, and reconciliation procedures, see Agreement Attachment 2.
NOTICES
All notices, requests, demands or other communications under this Agreement shall be in writing. Notice shall be sufficiently given for all purposes as follows:
A. Personal Delivery. When personally delivered to the recipient, notice is effective upon delivery.
B. First Class Mail. When mailed first class to the last address of the recipient known to the party giving notice, notice is effective three mail delivery days after deposit in a United States Postal Service office or mailbox.
C. Certified Mail. When mailed by certified mail, return receipt requested, notice is effective upon receipt, if delivery is confirmed by a return receipt.
D. When delivered by an overnight delivery service,
charges prepaid or charged to the sender's account, notice is effective on delivery, if delivery is confirmed by the delivery service.
Any correctly addressed notice that is refused, unclaimed or undeliverable because of an act or omission of the party to be notified shall be deemed effective as of the first date that the notice was refused, unclaimed or deemed undeliverable by the postal authorities, messengers or overnight delivery service.
Information for notice to the parties to this Agreement at the time of endorsement of this Agreement is as follows:
7 County of Merced c/o Contractor
Director AMS.NET, LLC
Community & Economic Development Diana Monaghan
Merced County Secretary
2222 M Street 502 Commerce Way
Merced, CA 95340 Livermore, CA 94551
Any many et pechate is al Age by ving the other party notice of the change in
7. TERMINATION FOR CONVENIENCE
This Agreement, notwithstanding anything to the contrary herein above or hereinafter set forth, may be terminated by County at any time without cause or legal excuse by providing the other party with thirty (30) calendar days written notice of such termination.
Upon effective date of termination, County shall have no further liability to Contractor.
TERMINATION FOR CAUSE
The County may terminate this Agreement and be relieved of all duties to Contractor should the Contractor fail to perform any material duty or obligation of the Agreement. Notice shall be given as otherwise provided herein. In the event of such termination the County may proceed with the work in any manner deemed proper by the County. All costs to the County shall be deducted from any sum otherwise due the Contractor and the balance, if any, shall be paid to the Contractor upon demand. Such remedy is in addition to such other remedies as may be available to the County provided by law.
MODIFICATION OF THE AGREEMENT
Notwithstanding any of the provisions of this Agreement, the parties may agree to amend this Agreement. No alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto. No oral understanding or agreement not incorporated herein shall be binding on any of the
10. INSURANCE
A. Insurance Requirements
Prior to the commencement of work, and as a precondition to this Agreement, Contractor shall purchase and maintain the following types of insurance for the stated minimum limits indicated during the term of this Agreement. Contractor shall provide a certificate of insurance (COl) and endorsements on each policy as required in this Section. Each COl shall specify if Contractor has a self-insured retention (SIR), and if so, Contractor shall be required to provide the entire policy of insurance with which it has an SIR and/or deductible. All deductibles and SIRs shall be fully disclosed in the COl and are subject to the express written permission of the County Risk Manager.
Commercial General Liability (CGL): $1,000,000 per occurrence and $2,000,000 annual aggregate covering products and completed operations, bodily injury, personal injury and property damage. The County and its officers, employees and agents shall be endorsed to above policy as additional insured, using ISO form CG2026 or ar alternate form that is at least as broad as form CG2026, as to any liability arising from the performance of this Agreement.
2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage, or alternatively split limits of $500,000 per person and $1,000,000 per accident for bodily injury with $250,000 per accident for property damage.
Workers Compensation: Statutory coverage, if and as required according to the California Labor Code, including Employers' Liability limits of $1,000,000 per accident. The policy shall be endorsed to waive the insurer's subrogation rights against the County.
4. Professional Liability (Errors and Omissions): $1,000,000 limit per occurrence and $5,000,000 annual aggregate limit covering Contractor's wrongful acts, errors and omissions. Any aggregate limit for professional liability must be separate and in addition to any CGL aggregate limit. Claims - made coverage requires Contractor to maintain a minimum of three (3) years extended reporting period or tail coverage.
5. Technology Professional Liability Errors and Omissions Insurance appropriate to the Contractor's profession and work hereunder, with limits not less than $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Contractor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, invasion of privacy violations, information theft, release of private information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.
a. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of or destruction of electronic data and/or information "property" of the Agency in the care, custody, or control of the
Contractor. If not covered under the Contractor's liability policy, such "property" coverage of the Agency may be
endorsed onto the Contractor's Cyber Liability Policy as covered property as follows:
b. Cyber Liability coverage not less than $2,000,000 per ordamage to al surfin otos or orderer or a ra
data and/or information "property" of the Agency that will be in the care, custody, or control of Contractor.
B. Insurance Conditions
Insurance is to be primary and non-contributory with any insurance of the County and placed with admitted insurers rated by A.M. Best Co. as A: VII or higher. Lower rated, or approved but not admitted insurers, or any other requirement changes (such as limits) are subject to the prior approval of the County Risk Manager.
2. Each of the above required policies shall be endorsed to provide the County with thirty (30) days prior written notice of cancellation. The County is not liable for the payment of premiums or assessments on the policy. No cancellation provisions in the insurance policy shall be construed in derogation of the continuing duty of Contractor to furnish insurance during the term of this Agreement.
3. If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the County requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the County.
If the Contractor uses subcontractors or others to perform work under this Agreement, such subcontractors or other persons shall be Named Insured or Additionally Insured to the Contractor's required insurance coverage, or required by the Contractor to comply with equivalent insurance and conditions of this Section.
11. INDEMNIFICATION
Contractor has the contracted duty (hereinafter "the duty") to indemnity, defend and hold harmless, County, its Board of Supervisors, officers, employees, agents and assigns from and against any and all claims, demands, liability, judgments, awards, interest, attomney's fees, costs, experts' fees and expenses of whatsoever kind or nature, at any time arising out of or in any way connected with the performance of this Agreement, whether in tort, contract or otherwise. This duty shall include, but not be limited to, claims for bodily injury, property damage, personal injury, and contractual damages or otherwise alleged to be caused to any person or entity including, but not limited to employees, agents and officers of Contractor.
fault, to any acts or omissions, willful misconduct or negligent conduct of any kind, on the part of the Contractor, its agents, subcontractor and employees. The duty a jury or judge to be the sole and legal result of the willful misconduct of County. arising hereunder. This clause for indemnification shall be interpreted to the broadest extent permitted by law.
12. INDEPENDENT CONTRACTOR
It is mutually understood and agreed that Contractor is an independent contractor in the performance of the work duties and obligations devolving upon Contractor under this Agreement. County shall neither have, nor exercise any control or direction over the methods by which Contractor shall perform the assigned work and functions. The contractual interest of County is to assure that the services covered by this Agreement shall be performed and rendered in a competent, efficient and satisfactory manner.
It is agreed that no employer-employee relationship is created and Contractor shall hold County harmless and be solely responsible for withholding, reporting and payment of any federal, state or local taxes; any contributions or premiums imposed or required by workers' compensation; any unemployment insurance; any social security income tax; and any other obligations from statutes or codes applying to Contractor, or its subcontractors and employees, if any.
It is mutually agreed and understood that Contractor, its subcontractors and income, by whatever cause.
Contractor shall ensure that all its personnel and employees, subcontractors and eir employees. a
re aware and expreasy agree that Cos use is not response for ted ener 11 coverage or payment for their efforts.
13. RECORDS, INFORMATION AND REPORTS
and to make transcripts therefrom, and to inspect all data, documents, To the extent permitted by law, Contractor shall furnish County such periodic reports as County may request pertaining to the work or services undertaken pursuant to this Agreement. The costs and obligations incurred or to be incurred in connection therewith shall be borne by the Contractor.
14. OWNERSHIP OF DOCUMENTS
To the extent permitted by law, all technical data, evaluations, plans, specifications, reports, documents,
Contractor hereunder are the exclusive property of County and upon request of County shall be delivered to County upon completion of the services authorized hereunder. In the event of termination, all finished or unfinished documents and other materials, if any, at the option of County, and to the extent permitted by law, shall become the property of the County. Contractor may retain copies thereof for its files and internal use.
Any publication of information directly derived from work performed or data obtained in connection with services rendered under this Agreement must be first approved by County.
15. QUALITY OF SERVICE
Contractor shall perform its services with care, skill, and diligence, in accordance with the applicable professional standards currently recognized by such profession, and shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all reports, designs, drawings, plans, information, specifications, and/or other items and services furnished under this Agreement.
Contractor shail, without additional compensation, correct or revise any errors or deficiencies immediately upon discovery in its reports, drawings, specifications, designs, and/or other related items or services.
16. PERSONAL SATISFACTION AS A CONDITION PRECEDENT
The obligations of County as provided in this Agreement are expressly conditioned upon Contractor's compliance with the provisions of this Agreement to the personal satisfaction of the County. County shall determine compliance in good faith as a reasonable person would under the circumstances.
17. ENTIRE AGREEMENT
This Agreement and any additional or supplementary document or documents incorporated herein by specific reference contain all the terms and conditions agreed upon by the parties hereto, and no other contracts, oral or otherwise, regarding the subject matter of this Agreement or any part thereof shall have any validity or bind any of the parties hereto.
18. PRICING
If the Contractor's prices decline, or should Contractor, at any time during the term of this Agreement, provide the same or similar goods or services under similar quantity and delivery conditions and terms and conditions of purchase to the State of California or any county, municipality or district of the state at prices below those set forth in this Agreement, then such lower prices shall be immediately extended to County and the FOCUS users up to and including date of shipment form Contractor's shipping point.
19. COUNTY NOT OBLIGATED TO THIRD PARTIES
County shall not be obligated or liable hereunder to any party other than Contractor.
20. LAWS, LICENSES, PERMITS AND REGULATIONS
Contractor and County agree to comply with all State laws and regulations that pertain to construction, health and safety, labor, minimum wage, fair employment practice, equal opportunity, and all other matters applicable to Contractor and County, their sub-grantees, Contractors, or subcontractor, and their work.
Contractor shall possess and maintain all necessary licenses, permits, certificates and credentials required by the laws of the United States, the State of California, county of Merced and all other approprate governmental agencies, including any certification and credentials required by County. Failure to maintain the licenses, permits, certificates, and credentials shall be deemed a breach of this Agreement and constitutes grounds for the termination of this Agreement by County.
21. LIMITED EFFECT OF WAIVER OR PAYMENT
In no event shall the making, by County, of any payment to Contractor constitute, or be construed as, a waiver by County of any breach of covenant, or any default 13 which may then exist, on the part of Contractor. The making of any such payment by County while any such breach or default shall exist, shall not be construed as acceptance of substandard or careless work or as relieving Contractor from its full responsibility under this Agreement.
No waiver by either party of any default, breach or condition precedent shall be valid unless made in writing and signed by the parties hereto. No oral waiver of any default, breach or condition precedent shall be binding on any of the parties hereto. Waiver by either party of any default, breach or condition precedent shall not be construed as a waiver of any other default, breach or condition precedent, or any other right hereunder.
22. PERSONNEL
Contractor represents that it has, or will secure at its own expense, all personnel required in performing the services under this Agreement. All of the services required hereunder will be performed by Contractor or under its supervision, and all personnel engaged in the work shall be qualified to perform such services.
APPLICABLE LAW; VENUE
All parties agree that this Agreement and all documents issued or executed pursuant to this Agreement as well as the nights and obligations of the parties hereunder are subject to and governed by the laws of the State of California in all respects as to interpretation, construction, operation, effect and performance. No interpretation of any provision of this Agreement shall be binding upon County unless agreed in writing by County and counsel for County.
Notwithstanding any other provision of this Agreement, any disputes concerning any question or tact or law ansing under this Agreement or any litigation ol arbitration arising out of this Agreement, shall be tried in Merced County, unles the parties agree otherwise or are otherwise required by law.
24. BREACH OF CONTRACT
Upon breach of this Agreement by Contractor, County shall have all remedies available to it both in equity and/or at law.
25. REMEDY FOR BREACH AND RIGHT TO CURE
Notwithstanding anything else in this Agreement to the contrary, if Contractor fails o perform any obligation of this Agreement, the County may itself perform, o cause the performance of, such agreement or obligation. In that event, Contracto will, on demand, fully reimburse County for all such expenditures. Alternatively.
County, at its option, may deduct from any funds owed to Contractor the amount necessary to cover any expenditures under this provision. This is in addition to 14 any other remedies available to the County by law or as otherwise stated in this Agreement.
26. SUGCESSORS IN INTEREST
All the terms, covenants, and conditions of this Agreement shall be binding and in full force and effect upon any successors in interest and assigns of the parties hereto. This paragraph shall not be deemed as a waiver of any of the conditions against assignment set forth herein.
27. CONFLICT OF INTEREST
Contractor 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 Agreement. Contractor shall ensure that no conflict of interest exists between its officers, employees, or subcontractors, and the County.
Contractor shall ensure that no County officer or employee in a position that enables them to influence this Agreement will have any direct or indirect financial interest resulting from this Agreement. Contractor shall ensure that no County employee shall have any relationship to the Contractor or officer or employee of the Contractor, nor that any such person will be employed by Contractor in the performance of this Agreement without immediate divulgence of such fact to the County.
28. NONDISCRIMINATION IN EMPLOYMENT, SERVICES, BENEFITS AND
FACILITIES
Contractor and any subcontractors shall comply with all applicable federal, state, and local Anti-discrimination laws, regulations, and ordinances and shall not unlawfully discriminate, deny family care leave, harass, or allow harassment against any employee, applicant for employment, employee or agent of County, or recipient of services contemplated to be provided or provided under this Agreement, because of race, ancestry, marital status, color, religious creed, political belief, national origin, ethnic group identification, sex, sexual orientation, age (over 40), medical condition (including HiV and AIDS), or physical or mental disability. Contractor shall ensure that the evaluation and treatment of its employees and applicants for employment, the treatment of County employees and agents, and recipients of services are free from such discrimination and harassment.
Contractor represents that it is in compliance with and agrees that it will continue to comply with the Americans with Disabilities Act of 1990(42 U.S.C. § 12101 et seq.), the Fair Employment and Housing Act (Government Code §§ 12900 et seg.), and ensure a workplace free of sexual harassment pursuant to Government Code 12950 and regulations and guidelines issued pursuant thereto. 15 Contractor agrees to compile data, maintain records and submit reports to permit effective enforcement of all applicable anti-discrimination laws and this provision.
Contractor shall include this nondiscrimination provision in all subcontracts related to this Agreement and when applicable give notice of these obligations to labor organizations with which they have Agreements.
29. CAPTIONS
The captions of each paragraph in this Agreement are inserted as a matter of convenience and reference only, and in no way define, limit, or describe the scope or intent of this Agreement or in any way affect it
30. SUBCONTRACTS - ASSIGNMENT
Contractor shall not subcontract or assign this Agreement, or any part thereof, or interest therein, directly or indirectly, voluntarily or involuntarily, to any person without obtaining the prior written consent by County. Contractor remains legally responsible for the performance of all contract terms including work performed by third parties under subcontracts. Any subcontracting will be subject to all applicable provisions of this Agreement. Contractor shall be held responsible by County for the performance of any subcontractor whether approved by County or Contractor hereby assigns to the County all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. purchase of goods, materials, or services by the Contractor for sale to the County pursuant to this Agreement.
31. SEVERABILITY
If a court of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable or invalid, in whole or in part, for any reason, the validity and
32. DUPLICATE COUNTERPARTS
This Agreement may be executed in duplicate counterparts, each of which shall be deemed a duplicate original. The Agreement shall be deemed executed when it has been signed by both parties.
Signature page to follow
16 COUNTY OF MERCED AMS.NET, LLC
de lou.
By =
Daron McDaniel, Board Chair Robert Tocci
Merced County Board of Supervisors Vice President
JUL 0 7 2026 4/12/24
Dated Dated
Diana Monaghan
Secretary
6/12/24
Dated
APPROVED AS TO LEGAL FORM
MERCED COUNTY COUNSEL
By KAULL
Rina/M. Gonzales
Chief Deputy County Counsel
4 30 20260
Dated
17 •
ATTACHMENT 1
SUBCONTRACTORS AND/OR PRODUCT LIST
Cisco
Cisco Subscriptions
MGT Voice
Algo
AND
Atlas
Cyberdata
Intrado
Singlewire
Zoom
Ednetics S1
Telcloud
First Digital
Yealink
Poly
Cyberpower
Eaton
Tripplite
NIC
Vertiv
Wiremold
Panduit
Ortonics
Leviton
Hoffman
Erico
RXL
Blackhawk Labs
Arrow
Allen Tel
Platt
ЗМ
TE
Superior Essex
Hubbell
18 ATTACHMENT 1
SUBCONTRACTORS AND/OR PRODUCT LIST
-Continued
TiniFiber
Commscope
Circa
Cablofil
Ber-Tek
Belden
eNet
Aamstrand
American Polywater
BLF
DAP
Fluke
Green Lee
Idal
LH Dottie
Maxcell
Middle Atlantic
Mohawk
Oberon
OCC
Quicktron
Siemon
TerraWave
Total Cable
Illisintech
Accel Tex
Great Lakes
Verkada
Halo
Wyebot
HPE Aruba
Extreme
Arista
Fortinet
Juniper Mist
Barracuda
Crowdstrike
19 ATTACHNENT 2
ORDERING, REPORTING, AND RECONCILIATION PROCEDURES
ORDERING:
To order from the FOCUS Contract, Contractor needs:
1. A public agency purchase order (P.O.), stating the FOCUS Contract Number,
2. Confirmation that a copy of the P.O. has been sent to County via U.S. Mail or email.
Contractor can receive information in the following ways: U.S. Mail, fax or email:
US mail:
AMS.NET LLC
Sales/FOCUS Contract orders
502 Commerce Way
Livermore, CA 94550
Fax:
925-245-6150
Email:
[email protected]
Upon receiving the above, Contractor will proceed with the ordering of the equipment delivered to Contractor for delivery to the customer. The Order Administrator will also send a copy of the P.O. to the County.
REPORTING AND RECONCILIATION:
Contracter will report to County on a quarterly basis. The report and associated fees will
30. July 31, Ontober 31, januany 31), and to the County via overmight carier, Copies of P.O.'s will also be included.
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