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HomeMy WebLinkAboutP-23-587 Agreement American Business Machines.pdf CO,U County of Fresno INTERNAL SERVICES DEPARTMENT Facilities• Fleet• Graphics• Purchasing •Security•Technology O� 185O ORES PROCUREMENT AGREEMENT Agreement Number P-23-587 October 24, 2023 American Business Machines 821 18th Street Bakersfield, CA 93301 The County of Fresno (County) hereby contracts with American Business Machines (Contractor)to provide, support, and maintain a Cannon ImagePROGRAF-60" IPF6100S 8-Ink Color Printer in accordance with the text of this agreement, and the Attachments "A" and "B". TERM: This Agreement shall become effective November 1, 2023 and shall remain in effect through October 31. 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 Attachments "A" and "B" attached, at the rates set forth in Attachment"A" and "B". ORDERS: Orders will be placed on an as-needed basis by The Internal Services Department—Graphics Division under this contract. PRICES: Prices shall be firm for the contract period. MAXIMUM: In no event shall services performed and/or fees paid under this Agreement be in excess of Fifteen Thousand Two-Hundred Twenty-Three Dollars and Eighteen Cents ($15,223.18). 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 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. 333 W. Pontiac Way, Clovis, CA 93612 / (559) 600-7110 *The County of Fresno is an Equal Employment Opportunity Employer* PROCUREMENT AGREEMENT NUMBER: P-23-587 Page 2 American Business Machines October 24, 2023 INVOICING: An itemized invoice shall be sent 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-Col lapse- 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. D. Worker's Compensation: A policy of Worker's Compensation insurance as may be required by the California Labor Code. P-23-587 Agreement American Business Machines.docx PROCUREMENT AGREEMENT NUMBER: P-23-587 Page 3 American Business Machines October 24, 2023 Additional Requirements Relatinq 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, Internal Services, 333 W Pontiac Way, Clovis CA 93612, 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. Certificates of Insurance are to include the contract number at the top of the first page. 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 employees, including compliance with Social Security, withholding, and all other regulations governing such P-23-587 Agreement American Business Machines.docx PROCUREMENT AGREEMENT NUMBER: P-23-587 Page 4 American Business Machines October 24, 2023 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 Attachments "A" and "B") and (2)Attachments "A" and "B". 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. ELECTRONIC SIGNATURES: The parties agree that this Agreement may be executed by electronic signature as provided in this section. A. An "electronic signature" means any symbol or process intended by an individual signing this Agreement to represent their signature, including but not limited to (1) a digital signature; (2) a faxed version of an original handwritten signature; or(3)an electronically scanned and transmitted (for example by PDF document) of a handwritten signature. B. Each electronic signature affixed or attached to this Agreement(1) is deemed equivalent to a valid original handwritten signature of the person signing this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of that person. C. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). D. Each party using a digital signature represents that it has undertaken and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)through (5), and agrees that each other party may rely upon that representation. This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means and either party may sign this Agreement with an original handwritten signature. Please acknowledge your acceptance by returning all pages of this Agreement to my office via email. Please refer any inquiries in this matter to Crystal Nino, Purchasing Analyst, at 559-600-7113 or cnino@fresnocountyca.gov. FOR THE COUNTY OF FRESNO Digitally signed by Gary Cornuelle Gary Cornuelle Date:2023.10.30 07:31:38-07'00' Gary E. Cornuelle Purchasing Manager 333 W. Pontiac Way Clovis, CA 93612 GEC:cn P-23-587 Agreement American Business Machines.docx PROCUREMENT AGREEMENT NUMBER: P-23-587 Page 5 American Business Machines October 24, 2023 CONTRACTOR TO COMPLETE: Company: Jones Walbaum Corp dba American Business Machines Type of Entity: ❑ Individual ❑ Limited Liability Company ❑ Sole Proprietorship ❑ Limited Liability Partnership [.A] Corporation ❑ General Partnership 821 18th Street Bakersfield CA 93301 Address City State Zip 661-324-4741 _ 661-324-4068 rjones@abml-.com TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS Print Name& Judith Jones President/CFO �'� " Title: Print Name&Title: �n�S j�.(w1a1 wnweiCY Signature Signature: —ACCOUNTING USE USE ONLY ORG No.: 8905 Account No.: 7280 Requisition No.: 8905240249 (08/2022) P-23-587 Agreement American Business Machines.docx PROCUREMENT AGREEMENT NUMBER: P-23-587 Attachment "A" Page 1 of 1 American Business Machines October 24, 2023 A TTACHMENT "A " Year 1 Year 2 Year 3 Year 4 Year 5 Cannon ImagePROGRAF-60" IPF 6100S 8-Ink Color Printer $9,025.00 Delivery included Installation included 90-day Warranty for Maintenance Parts and labor included Annual Service agreement $ 965.00 $ 965.00 $ 965.00 $1,015.00 $ 1,115.00 vendor will provide service to Fresno, CA within a 2 hour period after a phone call or email notice. Agreed Subtotal: $9,990.00 $ 965.00 $ 965.00 $1,015.00 $ 1,115.00 Tax (8.35%)*: $834.17 $80.58 $80.58 $84.75 $93.10 Total: $10,824.17 $1,045.58 $1,045.58 $1,099.75 $1,208.10 5 year total $15,223.18 *Sales tax shall be based upon ship-to location P-23-587 Agreement American Business Machines.docx P-23-587 Attachment"B"Page 1 of 2 AMERI CAN BUSINESS Canon MACHINES" MAINTENANCE AGREEMENT BILL TO: SERVICE ADDRESS: Invoice# Date Acct# Acct# Company Name County of Fresno Internal Services Department Company Name County of Fresno Graphics Communications Address 333 W. Pontiac Way Address 844 Van Ness Ave City Clovis City Fresno State CA State CA Phone# 559-600.6200 Phone# 559.600.3175 Contact ISD Business Office Contact Chris Campise Contact Isdbusinessoffice(abfresnocountyca.gov Meter Contact NA INCLUSIVE COVERAGE PRACTICAL Includes all parts,labor,service calls,mileage,and inspections (Excludes ALL consumab/es including ink,print head,&media.) FIExTENDED Includes drum,all parts,labor,service calls,mileage,and inspections (Excludes ALL toner,paper and staples.) FULL COMP. Includes toner,drum,all parts,labor,service calls,mileage,and inspections (Excludes ALL paper and staples.) F7NO CONTRACT Charge per call basis on drums, toner,all parts,labor,service calls,and mileage. (Hourly rate @$85.00) (Hourly rate @$135.00 for Black&White Copiers and$150.00 for Color Copiers) COVERED EQUIPMENT MODEL# START METER CONTRACTED VOLUME MONTHLY COPY BASE CHARGE OVERAGE/PER VOLUME COPY CHARGE PROGRAF 6100S TBD NA NA NA $2,895.00 NA Renewal: Y or N Agreement Start Date: TOTAL $2,895.00 TSAINCLUDED` 'Must have attached TSA Agreement BILLING CYCLE MONTHLY This maintenance plan is effective for 12 months or 24 months from the agreement start date(install date if applicable)or the contracted volume,whichever occurs first. Base charges are payable in advance with overages billed in arrears.24 month contract will lock QUARTERLY in the service price for 24 month period. SEMI-ANNUAL ISpecial Instructions: 190 day warranty/Plus-Contract Term 3 years @$965.00 per year. Total Contract �X ANNUAL I $2985.00/3yrs. Year 4 Contract Price @$1015.00. Year 5 Contract Price$1115.00. Customer agrees to purchase and American Business Machines agrees to provide maintenance service for the equipment listed above,in accordance with the terms and conditions of this agreement.No terms or conditions,expressed or implied,are authorized unless they appear on the original of this agreement and are signed by the customer and an officer of American Business Machines.The additional terms and conditions of this agreement listed on the reverse side are incorporated in and made part of this agreement.No change,alteration or amendment of these terms and conditions are authorized or effective unless agreed upon in writing by an officer of American Business Machines.No course or dealing or other conduct or custom shall constitute an amendment to the terms hereof nor alter or vary the terms of this agreement. Accepted by Customer Accepted by American Business Machines x x CUSTOMER SIGNATURE AUTHORIZED SIGNATURE PRINTED NAME PRINTED NAME TITLE TITLE DATE DATE P-23-587 Attachment"B"Page 2 of 2 ABM MAINTENANCE AGREEMENT-TERMS&CONDITIONS 1. During the term of this Agreement,and for each unit of Equipment listed on the front of this document,American Business Machines(ABM)will provide,during ABM's normal business hours,without additional charge;labor,emergency service,preventative maintenance service and all replacement parts,except as noted in the terms and conditions of this agreement. This agreement does not cover:installation or de-installation of the equipment,performing electrical work external to the equipment or transportation of the equipment to another location. 2. The maintenance services provided in this Agreement shall not cover,and customer shall pay ABM's then current labor,parts and/or supplies charges for,any service calls,repairs and supplies required as a result of(a)inadequate customer operator involvement or service performed by personnel other than those of ABM,(b)causes other than normal use,customer's willful act,negligence or misuse,accident,transportation, electrical power failure,air conditioning or humidity control,or any other cause external to the equipment,(c)use of supplies(other than paper)or parts other than the supplies or parts supplied by ABM,(d)retrofits or modifications not designated by Canon U.S.A.,Inc.as optional. ABM shall not be responsible for delay's in providing service due to strikes,accidents,embargoes,acts of God,or any other event beyond its control. 3. Maintenance calls under this Agreement will be made during normal business hours. Travel and labor time for service calls after normal hours,on weekends and on holidays,if and when available,will be charged at after hours rates in effect at the time the call is made. 4. Labor performed during a service call includes lubrication and cleaning of the equipment and the adjustment,repair or replacement of parts described as follows;all parts necessary to the operation of the equipment,with the exception of the parts listed below,and subject to the general scope of coverage,will be repaired or replaced free of charge during a service call included in the maintenance service provided by this Agreement. Exceptions are,but not limited to;Paper Cassettes,Document Feeder Covers and Belts and any other"Cosmetic"parts. 5. Rebuilding or major overhauls are not covered by this Agreement. In addition,when at its sole discretion,ABM determines that a reconditioning is necessary,as a result of expected wear and tear of materials and age factors caused by normal office environment usage,in order to keep the equipment in working condition,ABM will submit to customer an estimate of needed repairs and their cost,which will be in addition to the charge payable under this Agreement. If the customer does not authorize such reconditioning,ABM may discontinue service of the equipment under this Agreement or may refuse to renew this Agreement upon its expiration. Thereafter,ABM will make service available on the time and materials rates in effect at the time of service. g. Supply inclusive plans will include all supplies,as indicated on the front of this Agreement,necessary for the operation of the equipment based on manufacturer specifications. All supply deliveries from ABM or shipping agent are subject to a flat rate$8.00 shipping charge fee per delivery.No fee for supplies picked up by customer at nearest ABM location. 7. The initial charge for maintenance under this Agreement shall be the amount set forth on the reverse side of this Agreement. At the end of each successive twelve month period,ABM may,at its discretion,increase the cost per copy charge by up to five percent of the charge previously in effect. If the price is increased,it will be capped not to exceed 5%. 8. ABM's obligations and warranties under this Agreement are in lieu of(a)all other warranties,express or implied,including implied warranties of merchantability and fitness for a particular purpose and(b)all other obligations or liabilities for damages,including,but not limited to,personal injury or property damage(unless caused by ABM's negligence),loss of profit or other consequential damages,arising out of or in connection with this Agreement or the maintenance services performed hereunder. g. If the customer does not pay all charges for maintenance as provided for under this Agreement,promptly when due:(1)ABM may(a)refuse to service the equipment or(b)furnish service on a C.O.D.per call basis at the then current rate for time and materials and(2)the customer agrees to pay to ABM(a)its cost and expense of collection including reasonable attorney's fees and(b)all charges for service provided before payment of the contract on a per call basis at current rates. 10. This Agreement can be immediately cancelled by ABM upon any breach of the terms and conditions contained herein.Customer may cancel this agreement for non-performance. Customer must forward to ABM,via registered letter to the address listed on the front of this document,the specific problems with the system or other area(s)of non-performance. ABM shall have 30 days to correct the problem. If ABM has not corrected the problem within 30 days,Customer may notify us of your intent to cancel the Agreement in 30 days. 11. In the event of any litigation arising out of this Agreement,the prevailing party shall be entitled to recover reasonable attorney's fees and costs from the other. 12. This Agreement shall be governed by and construed according to the laws of the State of California. It constitutes the entire agreement between the parties and may not be modified except in writing and signed by duly authorized officers of ABM and the customer.