HomeMy WebLinkAboutP-24-399 E.J. Ward Inc.pdf 1-0 County of Fresno
INTERNAL SERVICES DEPARTMENT
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ORES
PROCUREMENT AGREEMENT
Agreement Number P-24-399
July 17, 2024
E.J. Ward, Inc.
8620 N. New Braunfels, Suite 20ON
San Antonio, TX 78217
The County of Fresno (County) hereby contracts with E.J. Ward, Inc. (Contractor)to provide fuel system
support, parts, and short-term passive GPS services in accordance with the text of this agreement,
Attachment"A", and Attachment"B", by this reference made a part hereof.
TERM: This Agreement shall become effective August 1, 2024 and shall remain in effect through December
31, 2025.
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" and Attachment"B".
ORDERS: Orders will be placed on an as-needed basis by The County of Fresno Internal Services, Fleet
Services 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 Two
Hundred Thousand Dollars ($200,000.00). No more than Sixty-Nine Thousand Dollars ($69,000.00) shall be
expended for services during the life of this agreement.
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-24-399 Page 2
E.J. Ward, Inc.
July 17, 2024
INVOICING: An itemized invoice shall be sent to requesting County department inbox,
fleetservices(cDfresnocountyca.gov 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) per occurrence and an annual aggregate of Four Million Dollars
($4,000,000). This policy must be issued on a per occurrence basis. Coverage must include products,
completed operations, property damage, bodily injury, personal injury, and advertising injury. The
Contractor shall obtain an endorsement to this policy naming the County of Fresno, its officers, agents,
employees, and volunteers, individually and collectively, as additional insureds, but only insofar as the
operations under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County is excess only
and not contributing with insurance provided under the Contractor's policy.
B. Automobile Liability: Automobile liability insurance with limits of not less than One Million Dollars
($1,000,000) per occurrence for bodily injury and for property damages. Coverage must include any auto
used in connection with this Agreement.
C. Professional Liability: Professional liability insurance with limits of not less than One Million Dollars
($1,000,000) per occurrence and an annual aggregate of Three Million Dollars ($3,000,000). If this is a
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E.J. Ward, Inc.
July 17, 2024
claims-made policy, then (1)the retroactive date must be prior to the date on which services began
under this Agreement; (2)the Contractor shall maintain the policy and provide to the County annual
evidence of insurance for not less than five years after completion of services under this Agreement; and
(3) if the policy is canceled or not renewed, and not replaced with another claims-made policy with a
retroactive date prior to the date on which services begin under this Agreement, then the Contractor shall
purchase extended reporting coverage on its claims-made policy for a minimum of five years after
completion of services under this Agreement.
D. Worker's Compensation: Workers compensation insurance as required by the laws of the State of
California with statutory limits.
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, Internal Services Department, Fleet Services, 4551 E. Hamilton Ave.,
Fresno, CA 93702, 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
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PROCUREMENT AGREEMENT NUMBER: P-24-399 Page 4
E.J. Ward, Inc.
July 17, 2024
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
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", and Attachment"B"); (2)Attachment"A"; (3)Attachment
"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.
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PROCUREMENT AGREEMENT NUMBER: P-24-399 Page 5
E.J. Ward, Inc.
July 17, 2024
Please acknowledge your acceptance by returning all pages of this Agreement to my office via email or
USPS.
Please refer any inquiries in this matter to Chanvathei Lonh, Purchasing Analyst, at(559) 600-7110 or
CLONH(cDfresnocountyca.gov .
FOR THE COUNTY OF FRESNO
ligitlly signedRiley Blackburn Datea2024.07.30y11:14:00a0T00n
Riley Blackburn
Purchasing Manager
333 W. Pontiac Way
Clovis, CA 93612
RB:CL
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PROCUREMENT AGREEMENT NUMBER: P-24-399 Page 6
E.J.Ward, Inc.
July 17, 2024
CONTRACTOR TO COMPLETE:
Company: �.. (��(� , '{l C
Type of Entity:
❑ Individual ❑ Limited Liability Company
Sole Proprietorship ❑ Limited Liability Partnership
Corporation General Partnership
*49
d ress City State Zip
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TELEPHONE NUMBER FAx NU BER E-MAI DDRESS
Print Name &
Title: �� Print Name &Title: -(�w LAWAIK
Signature: Signature: ,
ACCOUNTING USE ONLY
ORG No.: 8910
Account No.: 7309
Requisition No.: 8912500502
(08/2022)
P-24-399 E.J.Ward,Inc..docx
PROCUREMENT AGREEMENT NUMBER: P-24-399 Attachment A Page 1 of 1
E.J. Ward, Inc.
July 29, 2024
E.J. Ward, Inc.
Attachment "A "
E.J. Ward, Inc. pricing based on Sourcewell contract.
Contract Number: 092920
Expires: December 7, 2025 (Sourcewell Contract 092920 Term)
Solicitation By: Sourcewell-State of Minnesota
Link to Contract Information & Documents:
E j.Ward: Contract 092920-E,JW I Sourcewell(sourcewell-mn.gov)
Link to Pricing:
Pricing for contract #092920-EJW offers Sourcewell participating agencies 20% discount off list
price.
092920-E.JW-Price Information.12df(sourcewell.org)
P-24-399 E.J.Ward, Inc-dou
PROCUREMENT AGREEMENT NUMBER: P-24-399 Attachment B Page 1 of 6
E.J. Ward, Inc.
July 17, 2024
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Telematics and Fuel Control
CALL CENTER AND SUPPORT AGREEMENT
BETWEEN
E.J.WARD,INC.
AND
FRESNO COUNTY
4551 E.HAMILTON
FRESNO,CA 93702
The Agreement detailed herein defines the entire service provided for continuous,trouble-free operation
of the Hardware and Software purchased from E.J.Ward,Inc.
This agreement may be modified in writing subject to the approval of both parties.Furthermore,either
party may cancel in part or all of this agreement with sixty(60) days written notice of intent to cancel.
Canceling this agreement does not revoke any rights conveyed in the use of the Hardware and Software
pursuant to the terms and conditions contained in the End User License Agreement attached.
Definitions:
• Fresno County,for this agreement shall be known as the"Buyer".
• E.J.Ward,Inc.,for this agreement shall be known as the"Seller"or"EJW".
• End User License Agreement,"Exhibit A"attached and also known as"EULA".
• Excessive,is defined for the purpose of this agreement as time spent beyond what is considered
acceptable,proper,usual,or necessary to solve the problem solely based on the judgment of the
"seller".
• Normal business hours,for the purpose of this agreement are defined as Monday—Friday,8 am-
5pm.CST,excluding Local,State,and Federal holidays.
• Overtime Rates,for the purpose of this agreement are defined as charges equal to 1.5 times the
base rate(preferred or otherwise)for work performed after normal business hours,on weekends or
holidays.
Phone support will be provided as set forth in the following sections:
Extent of Coverage:
1. "EJW"shall provide the"Buyer"phone support on a 24 hour/7-days per week basis
2. "Buyer"will use the"EJW"Support Number to report an issue.
Phone support- Support Number: 1-800-580-WARD (9273) or email support(a),ejward.com(email
for non-emergency support only during normal business hours:Monday-Friday 8am-5pm CST)
"EJW"will return the service call within the following time requirements:
1. Four (4) hours to the number provided in the service call between the hours of 8 am-5 pm
Monday-Friday Central Time;or
2. Eight(8)hours to the number provided in the service call report during Evenings,Weekends and
Federal Holidays.
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PROCUREMENT AGREEMENT NUMBER: P-24-399 Attachment B Page 2 of 6
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Process: The call center operator will record each service request by ticket#and record the problem in
writing. The operator will contact the on-call service technician. Should the on-call technician not be
reached within 4 hours, the back-up on-call technician will be contacted. In the event, the back-up
technician is not available;the Regional Field Service Manager will be contacted.
Reported issues will be addressed in the following manner:
1. Priori 1 — Requires immediate attention as performance is unreasonably degraded (i.e. the
system is completely down). Every effort will be made in providing an immediate resolution.
Issue resolution is normally no more than forty-eight(48)hours.
2. Priori 2—Requires urgent action,as failures are extremely inconvenient(i.e. a site is down).
Every effort will be made to provide a resolution as soon as possible,in most cases,within five
(5)Business days.
3. Priori 3—Requires routine action, as failure is only somewhat inconvenient. Resolution will
be provided as soon as possible and in most cases within fourteen(14)businessdays.
Service Limitations:"EJW"cannot be deemed non-compliant with service requirements inclusive,but
not limited to the following conditions:
1. Acts of God and Man Made Events:Disruptions caused by heavy rains,earthquakes,flooding,
tornadoes,lightning strikes,hurricanes,fires,snow,ice,sleet,or road closures and detours
caused by Town,City or State construction projects where normal street or interstate traffic
patterns to the customer site are disrupted or stopped.
2. Non-access: Situations where"EJW"technicians are denied access to the fuel terminal sites due
to locked fences,blocked passages,or no one answering the phone number provided to the
service call operator.
3. Malicious Acts:Inclusive of but not limited to;vandalism,theft,gun shots,rock throwing,fire,
and anywhere damage is not attributable to normal,fair wear and tear of hardware components.
4. Negligence:Inclusive of but not limited to;third party contractors hired by the"Buyer"to
perform fuel site maintenance that would impair the performance of`EJW"equipment by
disrupting electrical service or making non-authorized adjustments or modifications to"EJW"
installed hardware or terminals.
5. Procedural Changes:Inclusive of but not limited to;the"Buyer"changing the manner in
which their employees interact with the`EJW"fuel automation hardware.These changes may
require systemic changes which are considered outside the normal software maintenance
activities(i.e.,operating systems"OS",business rules or software customization requests).
6. Non-"EJW"Equipment or Systems Failure:Inclusive of but not limited to;"EJW"
dispatching a technician and the cause of incident is found to be other than an agreement
covered product. Standard published pricing will apply for authorized repairs.
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Third Party Hardware Support:"EJW"agrees to provide"Buyer"with limited technical support
in troubleshooting problems associated"Third-Party"or"Non-Covered"hardware or software. "EJW"will
consult with representatives of other support organizations,if required.
1. If the time required to resolve third party issues is excessive,`Buyer"will be contacted
for authorization to proceed before charges will be incurred by"Buyer".
Examples of non-covered equipment inclusive of,but not limited to:
1. Dispensers,Pumps,and Pulsers 11.Vehicles or Fleet Assets
2. Tank Level Monitoring(TLS) 12.CANceiver,VIT,Cables,
3. Electrical System or GPS Antenna
4. Network(TCP/IP) 13. EM-Tag or Ring Antenna
5. Moxa 508A Network Switch 14. All hardware and software
6. Wi-Fi Access Points versions of the Jettscan or
7. Servers(Virtual or Physical) vehicle device programmers
8. CAT5 Cable,Routers,Bridges 15. Cards,Datakeys,Fobs,Encoders,
9. Terminal Cabinet,Base,Lock Assembly Embossers,Printers
10. Hose Modules 16. Equipment and Software Upgrades
Extent of Software CoveraEe: "EJW" will ensure the proper operation of all "EJW" copyrighted
software programs and their interface to external programs previously installed by"EJW".
Software Uj2= es are not included(examples are W3.x to W4.x or Access to SQL or to Oracle or any
other combination).
Software Covered: Included in this coverage are the following"EJW"copyrighted software programs
installed on the server/servers and backup system.
1. Fuel View Software,communication programs,listeners and parsers
2. Database Interface Programs written by"EJW"
3. Business Rule Operating Systems"OS"
4. Reports,Screens,Scripts and Data Files
Items Not Covered:"Buyer"supplied or 3rd Party supplied software,computer or network equipment not
specifically contracted for under this agreement.Non-covered software and equipment include,but are
not limited to:
1. Servers,Laptop and Desktop computer hardware
2. Support for Server/PC Moves/Transfers of the application software orDatabases
3. Network Hardware
4. Third Party Software,Operating Systems and Relational Databases
"EJW"will only support enterprise Fuel Management Systems that are running current versions(non-
EOL notification)of third party software such as MS SQL,MS Server,browsers or similar applications
on their servers. It is"Buyer's"responsibility to update and maintain all updates,patches and fixes for
3rd party software and databases."Buyer"responsibility includes,but is not limited to:
1. Microsoft and Oracle Operating Systems
2. Microsoft and Oracle Database updates
3. Java updates
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Third Party Software Support:
"EJW" agrees to provide the "Buyer"with limited technical support in resolving problems associated
with third party operating systems, database and network problems. "EJW" will consult with
representatives of other support organizations as necessary.
1. If the time required to resolve external issues is excessive, "Buyer" will be contacted for
authorization to proceed.
Disaster Recovery: It is "Buyer's"responsibility to provide enterprise and/or system level disaster
recovery in accordance with its own information technology standards and business risk requirements.
1. "EJW"can provide assistance to"Buyer"in the absence of IT standards recommend best
practices.Assistance will be limited to best practice recommendations only.
Vehicle Equipment:"EJW"will provide phone support only for issues pertaining to Vehicle Mounted
Equipment,Hose Module,EM-Tag,and JettScan.
1.On-site service and replacement of this equipment will be billed separately at the labor rates listed
in current price book.
Annual Call Center Support Fee Enterprise Fuel View
Option 1—Annual Call Center Software Support-24x7x365-Non Cloud based SaaS Accounts
Does not include any updates,fixes or patches to customer hosted Enterprise Software
Total—Month to month Enterprise Call Center Support Fee$1,250 per month
August 1,2024 to December 31,2025
*Once the fuel Terminal Upgrade is complete and Saas takes over the support,this fee will no longer be
applicable,applied,or billed.
If"Buyer"or E.J.Ward System owner and/or their third-party service provider chooses to
terminate or not carry a Service and Support Agreement;telephone support,On-site service,or
work performed at E.J.Ward's San Antonio Texas service facility will be provided at the rates
published in the current price book for labor,software and hardware.
Geotab
"EJW"agrees to provide Passive GPS monitoring for"Buyer"vehicles at a rate of$9.92 per month for
the period of August 1,2024 to January 31,2025
Sourcewell Pricing
Customer receives 20%Sourcewell discount off current EJ Ward MSRP Pricebook
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E.J. Ward, Inc.
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Limitation and Disclaimer of Warranties:"Buyer"acknowledges and agrees that the products,
including all software components thereof,purchased or supplied under this agreement from E.J.Ward,
Inc.are"Goods"within the meaning of Article 2 of the Uniform Commercial Code.EXCEPT AS SET
FORTH HEREIN,E.J.WARD,INC.MAKES NO WARRANTIES,EXPRESS OR IMPLIED,AS TO
THE PRODUCTS SOLD OR PROVIDED UNDER THE TERMS OF THIS AGREEMENT TO
"BUYER",AND EXPRESSLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Liability: Once products sold or provided under this agreement by E.J. Ward, Inc. are
delivered to"Buyer","Buyer"shall be solely responsible for the use of such products,including any and
all results caused by the use or misuse of the products,and including using such products in compliance
with all applicable local, state, federal, and international laws. In no event shall E.J. Ward, Inc., or its
directors, officers,employees,agents,or affiliates,be liable to the"Buyer"or to any third party for: (i)
any lost profits,any data loss,any loss of business,or any indirect,consequential,exemplary,incidental
or special losses or damages of any kind or nature whatsoever in connection with or arising out of the
use or sale of products to "Buyer" by E.J. Ward, Inc.; or (ii), any losses or damages of any kind or
whatsoever, including personal injury or death, arising out of"Buyer's"or a third parry's installation,
misuse,use,whether such use is proper or improper,or modifications of the products sold to"Buyer"by
E.J. Ward,Inc.,not even in the case where E.J. Ward, Inc. has been advised of the possibility of such
loss or damage.The sole and exclusive remedy of"Buyer"or any third party for any claim,loss,or damage
not excluded under clauses(i)or(ii)of the preceding sentence and that in any way relates to,or arises out
of, the products sold to "Buyer"by E.J. Ward, Inc. shall be limited to repair or replacement of such
products sold or provided under the terms of this agreement to "Buyer"by E.J. Ward, Inc. during the
initial first calendar year placed into service.
Indemnification: EXCEPT AS OTHERWISE PROVIDED BY ANY PORTION OF THE
AGREEMENT NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR SPECIAL,INDIRECT
OR CONSEQUENTIAL DAMAGES INCURRED OR SUFFERED BY THE OTHER ARISING AS A
RESULT OF OR RELATED TO THE USE OF THE HARDWARE or SOFTWARE,WHETHER IN
CONTRACT, TORT OR OTHERWISE, EVEN IF THE OTHER HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSS OR DAMAGES.
Venue: This Agreement shall be governed by and construed in accordance with the internal laws of the
State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the
State of Texas or any other jurisdiction)that would cause the application of laws of any jurisdiction other
than those of the State of Texas. Any legal suit, action or proceeding arising out of or related to this
Agreement or the matters contemplated hereunder shall be instituted exclusively in the courts within the
State of Texas, county of Bexar county, Texas, and each party irrevocably submits to the exclusive
jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on
improper venue or forum non conveniens.
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such
invalidity,illegality or unenforceability shall not affect any other term or provision of this Agreement or
invalidate or render unenforceable such term or provision in any other jurisdiction.
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P-24-399 E.J.Ward,Inc..docx
PROCUREMENT AGREEMENT NUMBER: P-24-399 Attachment B Page 6 of 6
E.J. Ward, Inc.
July 17, 2024
0 ward
Telematics and Fuel Control
This Call Center and Support Agreement is effective August 1,2024 continuing to December 31,2025.
The agreement does not automatically renew and requires annual notification by the "Buyer"
within sixty(60)days of expiration for cancellation.Cost adjustments to the agreement are applied on
an annual basis based on current labor rates,service history,and the addition of software components.
Annual Payment for the Service,Call Center and Support Agreement to be made within 30 days
of expiration of the initial Warranty Period,Agreement start date,or prior to Service,Call Center
and Support Agreement expiration date,whichever is applicable.
IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized
representatives.
Fresno County E.J.Ward,Inc.
Accepted By Ratified By
Signature Signature
Title Title
Date Date
Page 16 E.J.Ward Inc. Call Center&Support Agreement
P-24-399 E.J.Ward,Inc..docx