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PROCUREMENT AGREEMENT
Agreement Number P-24-469
September 9, 2024
OPEX Corporation
305 Commerce Drive
Moorestown, NJ 08057
The County of Fresno (County) hereby contracts with OPEX Corporation (Contractor)to provide
maintenance services to County of Fresno's OPEX Equipment in accordance with the text of this agreement,
Attachment"A" Statement of Work, and Attachment"B" Service Pricing, by this reference made a part
hereof.
CONTRACTOR'S SERVICES: Contractor shall perform the services as described in Attachment"A"
Statement of Work at the rates set forth in Attachment"B" Service Pricing.
PRICES: Prices shall be firm for the contract period through the term ending on July 17, 2027, and as
reflected in Attachment"B" Service Pricing.
MAXIMUM: In no event shall services performed and/or fees paid under this Agreement be in excess of
Forty Thousand Dollars ($40,000.00).
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.
DEFAULT: In case of default by Contractor that is not cured within thirty (30)days after written notice of
breach from the County to Contractor then County may, by giving notice to Contractor, terminate the
Agreement, in whole or in part.
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 sixty (60) 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.
333 W. Pontiac Way, Clovis, CA 93612 / (559) 600-7110
*The County of Fresno is an Equal Employment Opportunity Employer*
PROCUREMENT AGREEMENT NUMBER: P-24-469 Page 2
OPEX Corporation
September 9, 2024
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.
WARRANTY: Contractor warrants that all work required to be performed hereunder shall conform to the
descriptions contained in this Agreement and will be performed in a professional manner according to
generally accepted industry standards. THE FOREGOING EXPRESS WARRANTY IS IN LIEU OF ANY
AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE AND THERE
ARE NO WARRANTIES WHICH ARE NOT CONTAINED IN THIS AGREEMENT.
LIABILITY: The Contractor agrees to:
Pay all claims for damage to property in any manner arising from Contractor's operations under this
Agreement subject to and in accordance with the terms set forth in this provision titles "Liability".
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 must 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. Worker's Compensation: A policy of Worker's Compensation insurance as may be required by the
California Labor Code.
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.
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OPEX Corporation
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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, County Clerk-Elections Business Manager at
countyclerkfinance@fresnocountyca.gov, 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
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.
INFRINGEMENT INDEMNIFICATION.
1. Patent, Copyright and Trademark Infringement Indemnification. Contractor will (i) indemnify, hold
harmless and defend County, at Contractor's expense, from and against any claim brought against County
alleging that any portion of the Equipment infringes a European Union, Canadian or United States patent,
copyright,trademark,or other intellectual property right,of any third party;and(ii)hold County harmless from
and against all costs and damages finally awarded, provided that Contractor is given prompt written notice
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OPEX Corporation
September 9, 2024
of such claim and is given information,reasonable assistance,and sole authority to defend or settle the claim.
2. Infringement Defense. In the defense or settlement of a claim pursuant to Paragraph 1 above, Contractor
may: (i)obtain for County the right to continue using the Equipment; (ii) replace or modify the Equipment so
that it becomes non-infringing; or (iii) if remedies (i) and (ii) are not reasonably available, grant County a
depreciated refund pro-rata based upon a sixty(60) month life, measured from the original installation date
of the Equipment.
3. Infringement Indemnification Limitations. Contractor shall not have any liability if the alleged infringement
is based upon the use or sale of the Equipment in combination with other products or devices not furnished
or approved by Contractor. CONTRACTOR DISCLAIMS ALL OTHER LIABILITY FOR PATENT,
COPYRIGHT OR TRADEMARK INFRINGEMENT, INCLUDING ANY INCIDENTAL OR CONSEQUENTIAL
DAMAGES,AND THE RIGHTS STATED HEREIN ARE THE COUNTY'S SOLE AND EXCLUSIVE REMEDY.
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, including its Attachments (i.e., Attachment"A" Statement of Work and
Attachment"B" Service Pricing), 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" Statement of Work and Attachment"B" Service
Pricing); and (2)Attachment"A" Statement of Work and Attachment"B" Service Pricing.
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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OPEX Corporation
September 9, 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 Susan Walker, Purchasing Technician, at 559-600-7111 or
suwalker@fresnocountyca.gov.
FOR THE COUNTY OF FRESNO
Digitally signed Rileycur
Riley Blackburn Date:2024.09.157y14:58:3B4a0T00n
Riley Blackburn
Purchasing Manager
333 W. Pontiac Way
Clovis, CA 93612
RB:slw
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OPEX Corporation
September 9, 2024
CONTRACTOR TO COMPLETE:
Company: OPEX Corporation
Type of Entity:
❑ Individual ❑ Limited Liability Company
❑ Sole Proprietorship ❑ Limited Liability Partnership
Al Corporation ❑ General Partnership
305 Commerce Drive Moorestown NJ 08057
Address City State Zip
856-727-1100 856-727-1955 wchow@opex.com
TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS
Print Name& Winnie W. Chow
Title: Print Name&Titles
i _ -
Signature: Signature:
ACCOUNTING USE ONLY
ORG No: 28500100
Account No.: 7205
Requisition No.: 8502500059
(7/2024)
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OPEX Corporation
September 9, 2024
A TTACHMENT "A "
STATEMENT OF WORK
GENERAL INTENTION
It is the declared and acknowledged intention and meaning to provide (3) three months of standard annual on-call
maintenance services and(9)nine months of annual dark site service for the following Equipment located at Fresno County
Elections Warehouse 4525 E Hamilton Ave Fresno,CA 93702 for the contract period of 07/18/2024—07/17/2027, during
the coverage hours of Monday through Friday,7am—3pm,Site local time,excluding Contractor holidays:
Qty Equipment
2 Model 51 15064, 16227 Serial Numbers
2 Model 72 17661, 19612
DESCRIPTION OF WORK
OPEX Standard On-Call Maintenance
1. Maintenance Service,Generally. Maintenance Service is defined as all labor and replacement parts necessitated
by normal wear and tear from operation of the Equipment in accordance with Contractor's Published
Specifications, in order to maintain the Equipment in good operating condition ("Maintenance Service"). The
day-to-day routine cleaning and minor adjustments on the Equipment, as described in both Contractor's
equipment operating manuals and other supplementary material ("Published Specifications") which may be
furnished by Contractor to County from time to time,shall be performed by County. Contractor will notify County
in writing if the County fails to perform routine cleaning on the Equipment.
2. Definition of The County's Equipment Site(s). "Site" is defined as the Fresno County Elections Warehouse 4525
E. Hamilton Ave. Fresno, CA 93702. Equipment moved to a different location is subject to the limitations
described in Paragraph 11 below.
3. Service Calls. Preventive Maintenance Service calls are those periodic calls initiated by Contractor to keep the
Equipment operating in accordance with Contractor's Published Specifications ("PM's"). Demand Maintenance
Service calls are those calls initiated by the County to request that Contractor repair Equipment that is
malfunctioning or not operating in accordance with the Published Specifications("Demand Calls").(A PM may be
performed in conjunction with a Demand Call placed by The County, depending upon, and at the discretion of,
Contractor's service technician.) The minimum number of PM's and maximum number of Demand Calls for each
piece of Equipment are outlined in the chart below.
Equipment PM Schedule Demand Calls
Model 72 and Model 51 One, Per Month Unlimited
4. Field Service Reports. Contractor shall furnish a summary of the Maintenance Service provided to the County
upon completion of each Maintenance Service call("Field Service Report"). The Field Service Report shall contain
the following information: (i)date and time of arrival; (ii) specific identification of Equipment serviced; (iii)time
of Maintenance Service; (iv)description of the malfunction (if any);and(v) list of parts replaced.
S. Response Times. For all Equipment, Contractor shall exert all reasonable efforts to respond to Demand Call
requests within four(4) hours after such call is received by Contractor,during the designated Coverage Hours.
6. Parts. Only new standard parts or certified factory parts shall be used in providing Maintenance Service. Title to
all replacement parts provided during the course of providing Maintenance Service pursuant to this Agreement
will pass to The County upon installation.
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7. Standard Maintenance Charge.Contractor's standard annual maintenance charge as outlined in Attachment"B"
Service Pricing provides for Maintenance Service to Equipment covered during any mutually agreed upon
Coverage Hours, subject to the terms and conditions set forth in this Agreement ("Standard Maintenance
Charge").
8. Maintenance Service Coverage Hours,Generally. All Equipment located at a particular Site must be maintained
during the same Maintenance Service schedule ("Coverage Hours"). Coverage Hours shall be governed by the
terms and conditions set forth below.
9. Coverage Hours for a Site without an Eagle or System 150. Coverage Hours shall be 7:00 am to 3:00 pm (Site
local time), Monday through Friday,excluding Contractor Holidays.
(a) Altering Coverage Hours. The County shall be able to increase, decrease or shift,the Coverage Hours for a Site.
However,in no event, may the Coverage Hours be decreased to less than forty(40) hours per week.
(b) Increasing Coverage Hours. Upon thirty(30)days written notice,the County may increase the Coverage Hours
for a particular Site. Any increase in the Coverage Hours shall be subject to Contractor personnel availability and
subject to Contractor's then current rates based upon half shift increments as set forth in Attachment"B"Service
Pricing.
(c) Decreasing Coverage Hours. Upon sixty(60)days written notice,the County may decrease the Coverage Hours
for a particular Site. This 60-day notice period applies to any decrease in Maintenance Service, including
removing Equipment or Equipment options, reducing the number of covered shifts, or total termination of
Maintenance Service for a Site. The notice period shall begin to run from the date on which Contractor receives
the written notification. Upon receipt of the 60-day notice,the County will be provided a credit for any unused
Maintenance Service towards future Equipment or Maintenance Service, calculated from the date of the
expiration of the sixty(60)day period.
(d) Shifting Coverage Hours. Upon thirty (30) days written notice, the County may shift the Coverage Hours for a
particular Site. Any shift in the Coverage Hours shall be subject to Contractor personnel availability and subject
to rates set forth in Attachment"B"Service Pricing.
10. Contractor Holidays. Contractor observes the following holidays ("Contractor Holiday(s)"): New Year's Day;
Good Friday; Memorial Day; Independence Day; Labor Day; Thanksgiving Day; Friday after Thanksgiving;
Christmas Eve; and Christmas Day. Upon thirty (30) days written notice,The County may obtain Maintenance
Service coverage on Contractor Holidays. Contractor Holiday coverage shall be subject to Contractor personnel
availability and subject to rates set forth in Attachment"B"Service Pricing. When one of the above designated
Contractor holidays is on a Saturday or Sunday,the Contractor Holiday will be observed on the date observed by
the federal government and/or by Contractor. Contractor reserves the right to modify the holiday list upon
providing at least ninety(90)calendar days'advance written notice to the County.
11. Maintenance Service Limitations. Notwithstanding anything herein to the contrary, Contractor shall have no
obligation hereunder to provide Maintenance Service to Equipment which has deteriorated to such an extent
that it cannot, in the reasonable discretion of Contractor, be maintained and needs to be replaced. Contractor
shall provide written notice of any such deterioration prior to suspending Maintenance Service. Furthermore,
Contractor shall have no implied or expressed obligation hereunder to diagnose,troubleshoot, maintain and/or
repair the County's environmental systems (e.g., HVAC), computer networks, computer systems, computer
servers or other networks,or items external to the Equipment or not delivered by Contractor.
Contractor's obligations to provide Maintenance Service shall also terminate if the County:
(a) fails to provide Contractor with safe and sufficient access to the Equipment, subject to the County's
reasonable Site security policies and procedures;
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(b) stores, handles, operates, alters or modifies the Equipment in a negligent manner, otherwise damages the
Equipment,or uses the Equipment for purposes other than those set forth in Published Specifications;
(c)fails continuously or repeatedly to provide routine cleaning after being provided notice by Contractor pursuant
to Paragraph 1 above;
(d)fails continuously or repeatedly to provide a suitable environment with regard to facilities(including without
limitation HVAC system, humidity,and/or power)as prescribed in the Published Specifications;
(e) uses or operates the Equipment beyond its intended design parameters;
(f)damages the Equipment through its use in conjunction with machinery,software,or third-party supplies not
covered by this Agreement;
(g)performs maintenance or repairs on the Equipment not authorized in writing by Contractor,or allows a third
party not authorized in writing by Contractor to perform the same;
(h)alters or modifies in any way the Equipment safety mechanisms;
(i) operates the Equipment with envelopes or enclosures other than those specified in the Published
Specifications;
(j)fails to install or allow installation of any Updates that are required in order to allow the Equipment to perform
in accordance with the Published Specifications;
(k) fails to use or follow routine cleaning instructions and/or prohibitions (i.e., use of flammable gases,
compressed or canned air) in the process of performing the routine cleaning of the Equipment or if the
Equipment is damaged due to fire,water,electrical power loss or disruption,or other external causes or other
similar causes;or
(1) relocates Equipment to a Site other than that defined in this Agreement; provided, however, that should
Contractor and the County agree to continue Maintenance Service on Equipment moved to another Site,The
County's Equipment shall be subject to inspection by Contractor, at Contractor's rates as set forth in
Attachment B Service Pricing and terms then in effect for such service, prior to Contractor resuming
Maintenance Service on the County's Equipment.
Any period of suspension or termination referenced shall not relieve the County of its obligation to make timely
payment for the Maintenance Service that accrued up to the effective date of termination.
OPEX Dark Site Service
1. Dark Site Service is defined as the limited service provided pursuant to the terms set forth below. Dark Site
Service shall only be available for Equipment which the County intends to maintain ready for commercial
operation, but does not in fact use for commercial operation,which includes without limitation, live operation,
production,and testing.As such,the terms set forth under Paragraphs 7 through 9 above shall not apply to Dark
Site services during the term(s)specified in Attachment"B"Service Pricing to this Agreement.
2. Contractor's Dark Site Service Obligations. Keep all Equipment covered under this Agreement in good operating
condition, and ready for the County's use during the Initial Term and/or Renewal Term(s). Dark Site Service
includes: (i) Exercise the Equipment once each preventive maintenance period (see below chart) by running the
Equipment for one(1)hour in the form of a preventive maintenance testing to be performed by both Contractor's
service technician and the County's representative,if available;(ii)All parts(excluding consumable items),travel
and PMs provided under the Agreement. Contractor may, at is sole discretion, stock any necessary spare parts
on Site; and (iii) Perform all standard preventive maintenance service. Contractor's performance of such
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preventive maintenance services(collectively referred to as"PM"services)will be performed in accordance with
the below chart on a scheduled date(s)and time(s)that are agreeable to both the County and Contractor:
Equipment Type Dark Site Service PM Schedule
Model 72; Model 51 One (1) PM call per month during the Dark Site
period,per unit
3. Dark Site Service Coverage Hours. Maintain all Equipment covered under this Agreement and located at a single Site
on the same Maintenance Service schedule(i.e.during the same coverage hours). "Site" is defined as the Fresno County
Elections Warehouse 4525 E. Hamilton Ave. Fresno, CA 93702. All Dark Site Service shall be provided during one
consecutive five (5) day per week period, eight (8) consecutive hours per day ("Service Hours"), excluding Contractor
holidays. Contractor's standard Service Hours shall be 7AM —3PM, Site local time, Monday through Friday, excluding
Contractor holidays.
4.Dark Site Service Usage Costs. The costs shall be determined based on the County's usage during the standard calendar
basis ("Usage"). If The County, at its sole discretion, elects to use the Equipment covered under this Dark Site Service
during a given month,then it will constitute one(1)full month's Usage,whether it is one(1) day or thirty(30) days. For
example, Usage from November 12,2023 up to and including December 2,2023 would be billed for two(2)full months of
service at Contractor's then current pricing,which equates to 1/6th of a standard Agreement, as outlined in Attachment
"B"Service Pricing.
Contractor will provide engineering changes free of charge only if such changes are safety related.
For all billable services on Equipment covered under the Agreement,the County will be billed at the then current half-shift
billing rate for Monday through Friday service,excluding weekends and Contractor holidays as set forth in Attachment"B"
Service Pricing. Billable services apply specifically to those services requested during the Dark Site coverage period.
General
(a)Technology. Contractor holds intellectual property rights in the Equipment,which includes the Equipment's computer
operating system, software components and mechanical components (collectively "Technology'). No licenses, either
express or implied, under any patents are granted by Contractor to County hereunder,except as expressly stated herein.
County agrees that it shall not copy,remove,use(except for operation of the Equipment in accordance with the Published
Specifications),or disclose Technology to any third party.
(b) Diagnostics. In providing Maintenance Service (On-call and/or Dark Site), Contractor utilizes certain software
diagnostics ("Diagnostics"). Contractor holds intellectual property rights in the Diagnostics, and the Diagnostics are for
Contractor's exclusive use. Except with the express written consent of County,County shall not use,copy,remove,or alter
the Diagnostics. It is understood and agreed by County that upon termination of this Agreement,County shall either: (i)
Return the Diagnostics to Contractor at County's expense;or(ii) Purchase,according to Contractor's then current rates as
set forth in Attachment"B"Service Pricing Diagnotic Fee, a non-exclusive, non-transferable and personal limited license
to use the Diagnostics.
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OPEX Corporation
September 9, 2024
ATTACHMENT "B"
SERVICE PRICING
Site:
1) Customer's Name: Fresno County Clerk-Elections
2) The Equipment covered by this Agreement is located at the following Site(s):
Fresno County Elections Warehouse
4525 E. Hamilton Ave
Fresno, CA 93702
3)The Equipment covered by this Agreement includes the machines described below:
(a) Machine Description: Model 51
Serial Number(s): 15064
(b) Machine Description: Model 51
Serial Number(s): 16227
(c) Machine Description: Model 72
Serial Number(s): 17661
(d) Machine Description: Model 72
Serial Number(s): 19612
Pricing is based on the current rates set forth below,prepaid annually in advance, per shift,per site.
First Year:7/18/24-7/17/25
Equipment Serial# Per Month 9 months Darksite*2024 Standard 3 months Total for Darksite&
Type Rate Standard** Standard
Model 51 15064 3,433.50 858.38 286.13 901.29 1,759.67
Model 51 16227 3,433.50 858.38 286.13 901.29 1,759.67
Model 72 17661 3,207.75 801.94 267.31 842.03 1,643.97
Model 72 19612 3,207.75 801.94 267.31 842.03 1,643.97
Total(pre-tax) 6,807.28
Second Year:7/18/25-7/17/26
Equipment Serial# 2025 Standard 3 months Standard* Per Month 9 months Darksite* Total for Darksite&
Type Rate Standard
Model 51 15064 3,708.18 927.05 309.02 973.40 1,900.45
Model 51 16227 3,708.18 927.05 309.02 973.40 1,900.45
Model 72 17661 3,464.37 866.09 288.70 909.40 1,775.49
Model 72 19612 3,464.37 866.09 288.70 909.40 1,775.49
Total(pre-tax) 7,351.88
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OPEX Corporation
September 9, 2024
Third Year:7/18/26-7/17/27
Equipment Serial# Per Month 9 months Darksite*2026 Standard 3 months Total for Darksite&
Type Rate Standard** Standard
Model 51 15064 4,079.00 1,019.75 339.92 1,070.74 2,090.49
Model 51 16227 4,079.00 1,019.75 339.92 1,070.74 2,090.49
Model 72 17661 3,810.81 952.70 317.57 1,000.34 1,953.04
Model 72 19612 3,810.81 952.70 317.57 1,000.34 1,953.04
Total(pre-tax) 8,087.06
Optional Service Costs
1) Additional Half Shift Coverage(4 Consecutive Hours), Per Unit
Model 51: Year 2024-2025($1,872.00); Year 2025-2026($2,022.00); Year 2026-2027($2,224.00)
Model 72: Year 2024-2025($1,741.00); Year 2025-2026($1,880.00); Year 2026-2027(2,068.00);
2) Overtime/Holiday Fees(Per Contractor Holiday)
Year 2024-2025: Flat Fee-$451.00; Hourly Rate-$223.50; Mileage-$0.44
Year 2025-2026: Flat Fee-$488.00; Hourly Rate-$242.00; Mileage-$0.48
Year 2026-2027: Flat Fee-$536.00; Hourly Rate-$265.00; Mileage-$0.52
3) Diagnostic Fee for the Model 51 and Model 72(Per Unit)
Model 51: Year 2024-2025($1,580);Year 2025-2026($1,706);Year 2026-2027 ($1,877)
Model 72: Year 2024-2025($420);Year 2025-2026 ($453);Year 2026-2027 ($498)
4) Shifting Coverage Hours Annual Fee(Per Site)
Year 2024-2025 ; $2,268.00 per hour/capped at$9,072.00, per site
Year 2025-2026 ; $2,449.00 per hour/capped at$9,796.00, per site
Year 2026-2027 ; $2,694.00 per hour/capped at$10,776.00, per site
5) Weekday Billable Hourly Rates Plus Mileage(2-hour minimum charge per call)
Year 2024-2025: $149.00 per hour/$0.44 per mile
Year 2025-2026: $161.00 per hour/$0.48 per mile
Year 2026-2027: $177.00 per hour/$0.52 per mile
P-24-469 OPEX Corporation.docx