AGREEMENT FOR SPECIAL SERVICES
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, Inc., a Delaware corporation, located at 502 Commerce Way, Livermore, California, 94551 (hereinafter referred to as "Contractor").
WHEREAS, County desires to retain Contractor to perform the services in connection with the Fast Open Contracts Utilization Services (FOCUS) pursuant to Government Code Sections 25330 - 25338; 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 governmental entities in California and nationally to purchase their needed telecommunications 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.
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 Services:
• Call Center Solutions (with ACD)
• Emergency Notification Solutions (Reverse 911)
• Engineering/Consulting Services
Merced County Contract No. iwH o'l a-,. 1
Attachment 1
. lntegrated Voice ResPonse (lVR)
. Voice over lnternet Protocol (VOIP)
. Unified Messaging (UM)
. TelecommunicationsSystems(PBX)
. Telephone Handsets
. Voice Mail Solutions
. Wireless Voice Communication Services
lnfrastructure:
. Battery Backup Systems
. Cabling Services
. Energy Auditing and Management Solutions
Enterprise Mobility Solutions:
. Mobile Device Management
. Mobile Applications
Maintenance Services
Network and Enterprise Security Solutions:
. Firewall and Virtual Private Network (VPN)
. lntrusionDetection/PreventionSolutions
. Network, Host and Enterprise Management Solutions
. Video Solutions
. \Mreless Solutions (\M-Fi)
E-Government:
. Web Monitoring and Filtering Solutions
Enterprise Systems:
. Virtualization(Servers)
. Virtual Desktop lnfrastructure (VDl)
. Anti-Virus, Spam, Spyware Solutions
. Data Encrypiion Products and Services
. Server, Storage and Data Management Products
. TelepresenceNideoConferencing
Training Solutions
Consulting Services
Other Goods and Services
Attachment 1
1.3 Services
Contractor shall provide such services in a good and professional manner in accordance with the 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
Exhibit B-
County's Request for Proposal #7370
Contractor's Responding Proposal
Services shall include all activities of Contractor necessary to its performance of the work included in the scope herein described and shall perform all services as an independent contractor; not as an agent or employee of the County.
In the performance of Contractor's 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 insure 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
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 Order.
c. Merced County reserves the right to receive and process all orders at a future date.
3 Attachment 1
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/acknowledgments by vendor.
n. As required, a customer help desk (800 number/on-line access) to assist customer technical and administrative issues.
o. Product, service, and installation excellence to any location that meets industry's highest standards.
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 by 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. 4 Attachment 1
s. All products offered as a part of FOCUS must meet or exceed the specifications of the referenced brands.
1.5 Mandatory Administrative Requirements
2. TERM
a. Notify Merced County of all sales made under FOCUS, including order/delivery progress, within fourteen (14) business days of order. b. 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 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.
d. Price increase/price decline policies. All price reduction changes must be published within seventy-two (72) hours.
e. Quarterly Administrative fees for Merced County.
f. Subcontractor list (See Agreement Attachment 1 ).
g. Ordering (including invoices, payments, taxes on sales and services, and return procedures), reporting, and reconciliation procedures (See Agreement Attachment 2).
h. Support services including help desk phone numbers.
i. Warranty statements.
j. Point of contact including phone/fax/e-mail information.
The term of this Agreement shall commence on the 18th day of May, 2021, and continue until the 17th day of May, 2024, unless sooner terminated in accordance with the sections entitled "TERMINATION FOR CONVENIENCE", "TERMINATION FOR CAUSE", or "CONDITION SUBSEQUENT/NON
APPROPRIATION OF FUNDING", as set forth elsewhere in this Agreement. 5 Attachment 1
3. ADMINISTRATIVE FEES
Contractor agrees to pay Merced 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 31).
(Sales will be calculated for fiscal year of January 1st through December 31st and reset each year)
Annual Sales Through Contract
$0 - $2,000,000
$2,000,000+
4. PUBLIC AGENCY PARTICIPATION
Administrative Fee
1%
0.5%
Any public agency, i.e., city, district, public authority, public agency, municipality and other political subdivision or a public corporation of California (hereinafter referred to as public agency) located in the State of California or any other state shall have the option of participating in any award made as a result of this proposal 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
In order for a public agency to utilize FOCUS contracts, the public agency must first complete an agreement with Merced County. 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. Mail, fax, or e-mail. For ordering, reporting, and reconciliation procedures, see Agreement Attachment 2.
6 Attachment 1
6. 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. Overnight Delivery. 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:
County of Merced c/o
Director
Community & Economic Development
Merced County
2222 M Street
Merced, CA 95340
Contractor
AMS.NET, Inc.
Robert Tocci
President
502 Commerce Way
Livermore, CA 94551
Any party may change its address by giving the other party notice of the change in any manner permitted by this Agreement.
7. CONDITION SUBSEQUENT/NON-APPROPRIATION OF FUNDING
The compensation paid to Contractor pursuant to this Agreement is based on County's continued appropriation of funding for the purpose of this Agreement, as well as the receipt of local, county, state and/or federal funding for this purpose. The parties acknowledge that the nature of government finance is unpredictable, and that the rights and obligations set forth in this Agreement are therefore contingent upon the receipt and/or appropriation of the necessary 7 Attachment 1
funds. In the event that funding is terminated, in whole or in part, for any reason, at any time, this Agreement and all obligations of the County arising from this Agreement shall be immediately discharged. County agrees to inform Contractor no later than ten (10) calendar days after the County determines, in its sole judgment, that funding will be terminated and the final date for which funding will be available. Under these circumstances, all billing or other claims for compensation or reimbursement by Contractor arising out of performance of this Agreement must be submitted to County prior to the final date for which funding is available. In the alternative, County and Contractor may agree, in such circumstance, to a suspension or modification of either party's rights and obligations under this Agreement. Such a modification, if the parties agree thereto, may permit a restoration of previous contract terms in the event funding is reinstated. Also in the alternative, if funding is provided to the County in the form of promises to pay at a later date, whether referred to as "government warrants", "IOU's", or by any other name, the County may, in its sole discretion, provide similar promises to pay to the Contractor, which the Contractor hereby agrees to accept as sufficient payment until cash funding becomes available.
8. 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
except for payment for actual services incurred during the performance hereunder. Such liability is limited to the time specified in said notice and for services not previously reimbursed by County. Such liability is further limited to the extent such costs are actual, necessary, reasonable, and verifiable costs and have been incurred by Contractor prior to, and in connection with, discontinuing the work hereunder.
9. TERMINATION FOR CAUSE
The County may terminate this Agreement and be relieved of making any payments to Contractor and 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.
8 Attachment 1
10. 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
parties hereto
11. INSURANCE
A. 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 and endorsements on each policy as required in this section. Each certificate of insurance 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 Certificates of Insurance and are subject to the express written permission of the County Risk Manager.
1. Commercial General Liability: $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 an 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.
3. 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. 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 9 Attachment 1
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.
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:
Cyber Liability coverage not less than $2,000,000 per
occurrence, and sufficient to cover, the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the Agency that will be in the care, custody, or control of Contractor.
B. INSURANCE CONDITIONS
1. 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.
10 Attachment 1
4. If the Contractor uses Sub-Contractors or others to perform work under this Agreement, such Sub-Contractor 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.
12. INDEMNIFICATION
Contractor has the contracted duty (hereinafter "the duty") to indemnify, 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, attorney'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.
Contractor's liability for indemnity under this Agreement shall apply, regardless of 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 shall extend to any allegation or claim of liability except in circumstances found by a jury or judge to be the sole and legal result of the willful misconduct of County. This duty shall arise at the first claim or allegation of liability against County. Contractor will on request and at its expense defend any action suit or proceeding arising hereunder. This clause for indemnification shall be interpreted to the broadest extent permitted by law.
13. 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. 11 Attachment 1
It is mutually agreed and understood that Contractor, its subcontractors and employees, if any, shall have no claim under this Agreement or otherwise against the 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.
Contractor shall insure that all its personnel and employees, subcontractors and their employees, and any other individuals used to perform the contracted services are aware and expressly agree that County is not responsible for any benefits, coverage or payment for their efforts.
14. RECORDS, INFORMATION AND REPORTS
Contractor shall maintain full and accurate records with respect to all matters covered under this Agreement. To the extent permitted by law, County shall have free access at all proper times or until the expiration of four (4) years after the furnishing of services to such records, and the right to examine and audit the same and to make transcripts therefrom, and to inspect all data, documents, proceedings, and activities pertaining to this Agreement.
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.
15. OWNERSHIP OF DOCUMENTS
To the extent permitted by law, all technical data, evaluations, plans, specifications, reports, documents, or other work products developed by 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.
16. 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, 12 Attachment 1
17. 18.
plans, .infomation, specifications, and/or other items and services furnishedunder this Agreement. conkactor shall, without additional compensation, correct or revise any errors ordeficiencies.immediately upon discovery in its reports, drawings, .p"iin."ii-r,designs, and/or other related items or services.
PERSONAL SATISFACTION AS A CONDITION PRECEDENT
The obligations of county as provided in this Agreement are expresslyconditioned upon contractor's compliance with the provisions of this Agreemenito the personal satisfaction of the county. county shall determine com[liance ingood faith as a reasonable person would under the circumstances.
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 othenarise, reg_arding the subject matter of this Agreement or any part thereof shall have anyvalidity or bind any of the parties hereto.
PRICING
lf the FocUS partnering contractor's prices decline, or should contractor, at any time during the term of this Agreement, provide the same or similar goods orservices under similar quantity and delivery conditions and terms and c6nditions 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 Merced county and the Focus users up to and including date of shipment from Contractor,s shipping point.
COUNTY NOT OBLIGATED TO THIRD PARTIES
County shall not be obligated or liable hereunder to any party other than Contractor.
21, LAWS, LICENSES, PERITIITS AND REGULATIONS
contractor and county agree to comply with all state laws and regulations that pertain to construction, health and safety, labor, minimum wage, faii 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 ail necessary ricenses, permits, certificates and credentials required by the laws of the United states, the'state of
19. 20.
'13
Attachment 1
22. california, county of Merced and ail.other appropriate governmentar agencies,including any certification and credentiars 'reqdired u-y county. F;.:rr;;;maintain the licenses, permits, certificates, and'credentiars shail be d;;;;breach of this Agreement and constitutes grounds for the termination-oit,i.Agreement by County.
LIMITED AFFECT OF WAIVER OR PAYMENT
ln no event shall the making,.by county, of any payment to contractor constitute,or be construed as, a waiver by county of anybreich of covenant, o," "ny
oei"Lnwhich may then exist, on the part of coniractor. The making ot iirv suctpayment by county while any such breach or default shall exiit, shall not beconstrued 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 bevalid unless made in writing and signed by the parties hereto. No oral waiver ofany default, breach or condition precedent shall be binding on any of the parties hereto. waiver by either party of any default, breach or coidition precedent snallnot be construed as a waiver of any other default, breach or condition precedent, or any other right hereunder.
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 executedpursuant to this Agreement as well as the rights and obligations of the parties hereunder are subject to and governed by the laws of the siate of california in all respects as to interpretation, construction, operation, effect and performance. No interpretation of any provision of this Agreement shall be bind'ing upon county unless agreed in writing by County and counsel for County.
Notwithstanding any other provision of this Agreement, any disputes concerning any question of fact or law arising under this Agreement or any litigation o-r arbitration arising out of this Agreement, shall be tried in Merced cbun{, unless the parties agree otherwise or are otherwise required by law.
23. 14
Attachment 1
25. 28.
BREACH OF CONTRACT
Upon.breach.of this Agreement by contractor, county shail have arr remediesavailable to it both in equity and/or at law.
REMEDY FOR BREACH AND RIGHT TO CURE
l!?1wj1h:laiding anytfilg .etse in this Agreement to the contrary, if Contractorr€rrs to pertorm any obligation-of this Agreement, the county may itself perform,or cause the performance of, such agreement or obrigation. ' rn tnai event,contractor will, on demand, fully.reimblrse county for-ail rr.tr "*p*uitrr"..Alternatively, County, at its option, may deduct from any t nUJ -o*"0 -i
contractor the amount necessary to cover iny expenditures uioer tnis pr*is"".This is. in addition to any other remedies avaitatire to the county bt h; o;;.otherwise stated in this Agreement.
SUCCESSORS IN INTEREST
All-the terms, covenants, and conditions of this Agreement shall be binding andin full force and effect upon any suc@ssors in inte-rest and assigns of th; p;di;;hereto. This paragraph shail not be deemed as a waiver or "n/Jtn" "oniition"against assignment set forth herein.
CONFLICT OF INTEREST
contractor covenants that it presenfly has no interest and shall not acquire anyinterest, direct or indirect, which would conflict in any manner or degreewith theperformance of this Agreement. contractor shall ensure that n6 conflict ofinterest exists between its officers, employees, or subcontractors, and thlcounty. contractor shall ensure that no county officer or employee in'a position that enables them to influence this Agreement will have any direct or'indirectfinancial interest resulting from this Agreement. contractor shall ensure that nocounty employee shall have any reiationship to the contractor or officer oremployee of the Contractor, nor that any such person will be employed bycontractor in.the performance of this Agreement wiihout immediate divil#n;;i such fact to the County.
NONDISCRIMTNATION IN EMPLOYMENT, SERVICES, BENEFITS ANDFACILITIES contractor and any subcontractors shall comply with all applicable federal, state,and local Anti-discrimination laws, regulations, and ordinances and shall noiunlawfully discriminate, deny family care leave, harass, or allow harassmentagainst any employee, applicant for employment, employee or agent of County,or recipient of services contemplated to be provided or proviied under thisAgreement, because of race, ancestry, marital status, coior, religious creed,
27. 29.
'15
Attachment 1
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 seq.), and ensure a workplace free of sexual harassment pursuant to Government Code 12950 and regulations and guidelines issued pursuant thereto.
Contractor agrees to compile data, maintain records and submit reports to permit effective enforcement of all applicable antidiscrimination 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.
30. 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.
31. 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 not.
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. 15) or under the Cartwright Act (Chapter 2 ( commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from the purchase if goods, materials, or services by the Contractor for sale to the County pursuant to this Agreement.
16 Attachment 1
32. 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 enforceability of the remaining provisions, or portion of them, will not be affected. Compensation due to Contractor from the County may, however, be adjusted in proportion to the benefit received despite the removal of the effected provision.
33. 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
17 Attachment 1
COUNTY OF MERCED
B�
Signature
Daron McDaniel
Chairman, Board of Supervisors
MAY 1 8 2021
Dated
APPROVED AS TO FORM
FORREST W. HANSEN
MERCED COUNTY COUNSEL
AMS.NET, Inc.
B���
Diana Monaghan
Vice President
shboJ-1
Dated
By_�- - �---
Jeff Grant, Deputy County Counsel IV
18 Attachment 1
..
3M
Aamstrand Ropes & Twine
AMS ProServ
Advanced Network Devices
Aerohive Extreme
Allen Tel Products
American Polywater Corporation
APC
Arecont Vision Costar
Arista Networks
Arrow Wire & Cable
AtlaslED
Avigilon
Barracuda
Baicells Technologies
Barracuda Networks
Belden
BLF Corporation
Berk-Tek
BlackHawk Labs
BLF Corporation
Brother International
Cablofil Inc.
Chatsworth Products
Circa
Cisco
Cohesity
Commscope
Cooper 8-Line Systems
Corning Optical Communications
Damac
OAP Products Inc.
Eaton
eNet Components
Erica
Exacq Technologies
Extron
Fluke
Fortinet
FrontRow
Greenlee
ATTACHMENT 1
SUBCONTRACTORS
19 Attachment 1
HALO
Hoffman
HPE Aruba
Hubbell Premise Wiring
IBM
Ideal Industries
llsentech
Leviton Manufacturing
L.H. Dottie Co.
Lightspeed Systems
Maxcell
Microsoft
Middle Atlantic Products
Mohawk Cable Solutions
Nimble
Oberon, Inc.
occ
Ortronics
Paige Datacom Solutions
Palo Alto Networks
Panduit
Platt Electric Supply
Preformed Line Products
Pure Storage
Qognify
Quiktron, Inc.
Rubrik
Ruckus Brocade
Siemon
Singlewire Software
Specified Technologies Inc.
Superior Essex
Syn-Apps
TE Connectivity
Terra Wave
Tintri
Total Cable Solutions
Tripp Lite
Valcom
Veeam Software
Verkada
VMware
Wiremold
Zoom Video Communications
20 Attachment 1
ATTACHMENT 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, made out to Contractor.
2. Confirmation that a copy of the P.O. has been sent to County via U.S. Mail, fax or email.
Contractor can receive information in the following ways: U.S. Mail, fax or email:
US mail:
AMS.NET
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:
Contractor will report to County on a quarterly basis. The report and associated fees will be sent by Contractor no later than the 30th of the month, following the end of the quarter (January 30th, April 30th, July 30th, October 30th) to the County via overnight carrier. Copies of P.O.'s will also be included.
Attachment 1