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Home My WebLink AboutP-20-132 Agreement Metis.pdf "C County of Fresno INTERNAL SERVICES DEPARTMENT �e Facilities• Fleet•Graphics• Purchasing •Security•Technology PROCUREMENT AGREEMENT Agreement Number P-20-132 April 2, 2020 Metis Inc. Attn: Ashi Smith 1822 Coventry Lane Oklahoma City, OK 73120 The County of Fresno (County) hereby contracts with Metis Inc. (Contractor)to provide Security Badges in accordance with the text of this agreement, Attachment"A", County of Fresno Request for Quotation No: 20- 036 and the attached contractors response to County of Fresno Request for Quotation No: 20-036 by this reference made a part hereof. TERM: This Agreement shall become effective May 1, 2020 and shall remain in effect through April 30, 2023. EXTENSION: This Agreement may be extended for two (2)additional one (1)year periods by the mutual written consent of all parties. MINIMUM ORDERS: Unless stated otherwise there shall be no minimum order quantity. The County reserves the right to increase or decrease orders or quantities. CONTRACTOR'S SERVICES: Contractor shall perform the services as described in Attachment"A" attached, at the rates set forth in Attachment"A". ORDERS: Orders will be placed on an as-needed basis by various County departments under this contract. PRICES: Prices shall be firm for the contract period.Any pricing changes which may take place during the life of the contract must be submitted in writing to the County of Fresno Purchasing Manager and received no less than thirty(30)days prior to becoming effective. MAXIMUM: In no event shall services performed and/or fees paid under this Agreement be in excess of Sixty-eight thousand dollars, ($68,000.00).. ADDITIONAL ITEMS: The County reserves the right to negotiate additional items to this Agreement as deemed necessary. Such additions shall be made in writing and signed by both parties. DELIVERY: The F.O.B. Point shall be the destination within the County of Fresno. All orders shall be delivered complete as specified. All orders placed before Agreement expiration shall be honored under the terms and conditions of this Agreement. DEFAULT: In case of default by Contractor, the County may procure the articles/services from another source and may recover the loss occasioned thereby from any unpaid balance due the Contractor or by any other legal means available to the County. The prices paid by County shall be considered the prevailing 333 W.Pontiac Way,Clovis,CA 93612/(559)600-7110 *The County of Fresno is an Equal Employment Opportunity Employer PROCUREMENT AGREEMENT NUMBER: P-20-132 Page 2 Metis Inc. April 2, 2020 market price at the time such purchase is made. Inspection of deliveries or offers for delivery, which do not meet specifications, will be at the expense of Contractor. INVOICING: An itemized invoice in duplicate shall be mailed to requesting County department in accordance with invoicing instructions included in each order referencing this Agreement. The Agreement number must appear on all shipping documents and invoices. Invoice terms shall be Net 45 Days. INVOICE TERMS: Net forty-five (45)days from the receipt of invoice. TERMINATION: The County reserves the right to terminate this Agreement upon thirty(30)days written notice to the Contractor. In the event of such termination, the Contractor shall be paid for satisfactory services or supplies provided to the date of termination. LAWS AND REGULATIONS: The Contractor shall comply with all laws, rules and regulations whether they be Federal, State or municipal, which may be applicable to Contractor's business, equipment and personnel engaged in service covered by this Agreement. AUDITS AND RETENTION: Terms and conditions set forth in the agreement associated with the purchased goods are incorporated herein by reference. In addition, the Contractor shall maintain in good and legible condition all books, documents, papers, data files and other records related to its performance under this contract. Such records shall be complete and available to Fresno County, the State of California, the federal government or their duly authorized representatives for the purpose of audit, examination, or copying during the term of the contract and for a period of at least three years following the County's final payment under the contract or until conclusion of any pending matter(e.g., litigation or audit), whichever is later. Such records must be retained in the manner described above until all pending matters are closed. LIABILITY: The Contractor agrees to: Pay all claims for damage to property in any manner arising from Contractor's operations under this Agreement. Indemnify, save and hold harmless, and at County's request defend the County, its officers, agents and employees from any and all claims for damage or other liability, including costs, expenses (including attorney's fees and costs), causes of action, claims or judgments resulting out of or in any way connected with Contractor's performance or failure to perform by Contractor, its agents, officers or employees under this Agreement, and from any and all costs and expenses (including attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm or corporation who may be injured or damaged by the performance, or failure to perform, of Contractor, its officers, agents, or employees under this Agreement. INSURANCE: Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers Agreement(JPA)throughout the term of the Agreement: A. Commercial General Liability: Commercial General Liability Insurance with limits of not less than Two Million Dollars ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This policy shall be issued on a per occurrence basis. County may require specific coverage including completed operations, product liability, contractual liability, Explosion-Collapse- Underground, fire legal liability or any other liability insurance deemed necessary because of the nature of the contract. B. Automobile Liability: Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto used in connection with this Agreement. C. Professional Liability: If Contractor employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate. c:\wBLIC\cXNMCrs&DQRACrS\2020 a X4TMCrS\20-132 METIS INC\AGREDU4r AND are rs\20-132 Merxs INC.Dooc PROCUREMENT AGREEMENT NUMBER: P-20-132 Page 3 Metis Inc. April 2, 2020 D. Worker's Compensation: A policy of Worker's Compensation insurance as may be required by the California Labor Code. Additional Requirements Relating to Insurance: Contractor shall obtain endorsements to the Commercial General Liability insurance naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees shall be excess only and not contributing with insurance provided under Contractor's policies herein. This insurance shall not be cancelled or changed without a minimum of thirty(30)days advance written notice given to County. Contractor hereby waives its right to recover from County, its officers, agents, and employees any amounts paid by the policy of worker's compensation insurance required by this Agreement. Contractor is solely responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of subrogation, but Contractor's waiver of subrogation under this paragraph is effective whether or not Contractor obtains such an endorsement. Within Thirty (30)days from the date Contractor signs and executes this Agreement, Contractor shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as required herein, to the County of Fresno, Probation 3333 E American Ave. Suite B , Fresno CA 93725,stating that such insurance coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that such Commercial General Liability insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned; that such coverage for additional insured shall apply as primary insurance and any other insurance, or self- insurance, maintained by County, its officers, agents and employees, shall be excess only and not contributing with insurance provided under Contractor's policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty(30) days advance,written notice given to County. In the event Contractor fails to keep in effect at all times insurance coverage as herein provided, the County may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such event. All policies shall be with admitted insurers licensed to do business in the State of California. Insurance purchased shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or better. COMING ON COUNTY PROPERTY TO DO WORK: Contractor agrees to provide maintain and furnish proof of Comprehensive General Liability Insurance with limits of not less than $500,000 per occurrence. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by Contractor under this Agreement, it is mutually understood and agreed that Contractor, including any and all of Contractor's officers, agents, and employees will at all times be acting and performing as an independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee,joint venturer, partner, or associate of the County. Furthermore, County shall have no right to control or supervise or direct the manner or method by which Contractor shall perform its work and function. However, County shall retain the right to administer this Agreement so as to verify that Contractor is performing its obligations in accordance with the terms and conditions thereof. Contractor and County shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. Because of its status as an independent contractor, Contractor shall have absolutely no right to employment rights and benefits available to County employees. Contractor shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, Contractor shall be solely responsible and save County harmless from all matters relating to payment of Contractor's G:\PUBLIC\CONTRACTS&DCIRACTS\2020 oDNTRACTS\20-132 METIS INC\AGRED Ew AND Amecm Nrs\20-132 METis INC.DOCx PROCUREMENT AGREEMENT NUMBER: P-20-132 Page 4 Metis Inc. April 2, 2020 employees, including compliance with Social Security, withholding, and all other regulations governing such matters. It is acknowledged that during the term of this Agreement, Contractor may be providing services to others unrelated to the County or to this Agreement. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under this Agreement without the written consent of the other party. AMENDMENTS: This Agreement constitutes the entire Agreement between the Contractor and the County with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, Request for Proposals, Bids and understandings of any nature whatsoever unless expressly included in this Agreement. This Agreement supersedes any and all terms set forth in Contractor's invoice. This Agreement may be amended only by written addendum signed by both parties. INCONSISTENCIES: In the event of any inconsistency in interpreting the documents which constitute this Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority: (1)the text of this Agreement(excluding Attachment"A", County's Request for Quotation No. 20-036 and the Contractor's Quote in response thereto); (2)Attachment"A'; (3)the County's Request for Quotation No.20- 036 and (4)the Contractor's quotation made in response to County's Request for Quotation No. 20-036. GOVERNING LAWS: This Agreement shall be construed, interpreted and enforced under the laws of the State of California. Venue for any action shall only be in County of Fresno. Please acknowledge your acceptance by returning all pages of this Agreement to my office via email or LISPS. Please refer any inquiries in this matter to Debbie Scharnick, Purchasing Technician II, at(559)600-7111 or dscharnick2fresnocountyca.gov FOR THE COUNTY OF FRESNO Digitally signed by Gary E.Cornuelle GaryE. COI n u e l l e D ail=gc any E Cornuelle,o,ou, �I E. G G email=gcornuelle@fresnocountyca.gov,c=US Date:2020.04.03 08.27.21-07'00' Gary E. Cornuelle Purchasing Manager 333 W. Pontiac Way Clovis, CA 93612 GEC:DS: G:\PUBLIC\aKrRACrS&IXTRACrS\2020 CONTRACTS\20-132 METIS INC\AGREEN_NT AND AMBv4 NTS\20-132 METIS INC.pocx PROCUREMENT AGREEMENT NUMBER: P-20-132 Page 5 Metis Inc. April 2, 2020 CONTRACTOR TO COMPLETE: Company: Type of Entity: Individual Limited Liability Company �Pnetorship Limited Liability Partnership General Partnership Address City State Zip 17105 SYS--799e 145-677-So�9 XSM/7f/(�D/17E7/S//VC - COM TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS Print Name & Title: Stu �irriTi71_ Print Name &Title: cJA»-vy � �r-us, ,fit-fI S. Signature: �, (� y Signature: ACCOUNTING USE ONLY ORG No.: 3430/0600 Account No.: [cllck Dare to enter Account Na;j Requisition No.: 343020067 (01/2020) G:\PUBLIC\CONTRACTS&DCMACTs\2020 CONTRACTS\20-132 MErIS INC\AGREEMENT AND AMENDMENTS\20-132 MEfIS INC.DOOC PROCUREMENT AGREEMENT NUMBER: P-20-132 Attachment Page I of Metis Inc. April 2, 2020 ATTACHMENT 'A" A wi-so. Yritt IZ- •zi;.I;AO ......... .I.......I... Vi7 ............ 61 11, -SI,i�6 .......... G:\PUBLIC\CDNMCTS&DMACTS\2020 OWMCTS\2()-132 VMS jNc\AGRESSNT AND AMB04NM\20-132 METIS INC-DOCX PROCUREMENT AGREEMENT NUMBER: P-20-132 Attachment Page 2 of Metis Inc. April 2, 2020 LETTER OF WARRANTY METIS INC. 1822 COVENTRY LANE OKLAHOMA CITY,OK 73120 WARRANTY COVERAGE- MTM ELITE BADGES MTM Elite Baduues are backed by a lifetime tivarranty anillst manufacturin4,defects. Each bade 1S protected by a lll4gh-lllll)act 1`eSlSlallt Coatlllt�. MetIS Inc, t�illl re(lalr, at no Cost to the Customer, any babe that loses the Iltllsh due to the manufacturing,process or finish product used. Metes Inc, will charoe a Iee to refinish alit' badue that loses the tlnlsh he to nonal wear and tear or from beillu damand. Questions or concerns about workmanship, should be directed to; ,Lena Elliott iosbomdmetisinuom 405-609-6904 G:\PUBLIC\CONTRACTS&DaRACTS\2020 amRACTS\20-132 METIS ZNC\AGREe*NT AND AMA\20-132 METIS INC-00CX PROCUREMENT AGREEMENT NUMBER: P-20-132 Attachment Page 3 of Metis Inc. April 2, 2020 G:\PU8LIC\C0NTRACTS&EXMCTS\2020 Carimus\20-132 vms INc\AGREe&W AND AMEN vUM\20-132 METIS INC.DOO( Contractor's Response to County of Fresno Request for Proposal/Quotation No. (Bid #) G:\PUBLIC\CONTRACTS&DaPAM\2020 CotQMCTS\20-132 VMS INC\AGREENIENT AND AmeavENTS\20-132 ME Is INC.DOO( SIGNATURE REQUIREMENTS FOR A CORPORATION UNDER CALIFORNIA LAW If your company is a Corporation, the following options apply as to who must sign the Agreement to clearly bind your corporation to this Agreement: • Two officers of your corporation: 1. One officer must be either President, Chairman of the Board or any vice- president; 2. The other officer must be either Secretary, Chief Financial Officer or Treasurer (or assistant Treasurer); or, • One person who holds corporate offices in each of the above-mentioned categories; or, • A statement from your corporation's legal counsel that the signatory (or signatories) has legal authority to bind your corporation; or, • Proof that the governing board of your corporation has either (1) ratified this specific Agreement and authorized xxxxxx (name of person) to execute the Agreement on behalf of your corporation, or (2) authorized xxxxxxx to execute contracts/leases on behalf of your corporation. G:\Public\Electronic Signature InstructionsWendor Signature Requirements and Electronic Signature Instructions