HomeMy WebLinkAboutP-24-399 Amendment 1.pdf County of Fresno
INTERNAL SERVICES DEPARTMENT
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AMENDMENT NUMBER ONE (1)
Agreement Number: P-24-399
January 31, 2025
E.J. Ward, Inc.
8620 N. New Braunfels, Suite 20ON
San Antonio, TX 78217
Contract Number P-24-399 covering fuel system support, parts, and short-term passive GPS services is
amended as follows:
The contract with your company expires December 31, 2025. The County desires to revise this expiration
date from December 31, 2025, to May 31, 2025. Please replace the prior Attachment B in its entirety with
the Revised Attachment B attached herewith. Prices will be firm for the contract period. Amendment
provisions shall remain in full force and effect with any contract renewals.
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 letter to my office via email or USPS.
333 W. Pontiac Way, Clovis, CA 93612 / (559) 600-7110
*The County of Fresno is an Equal Employment Opportunity Employer*
CONTRACT NO. P-24-399 Page 2
E.J. Ward, Inc.
January 31, 2025
If you have any questions, please contact Chanvathei Lonh, Purchasing Analyst, at (559) 600-7110 or
email CLONH(o)fresnocountyca.gov.
FOR THE COUNTY OF FRESNO
Digitally signed by Riley
Blackburn
Riley Blackburn Dale:2025.02.1114:57:15
-08'00'
Riley Blackburn
Purchasing Manager
333 W. Pontiac Way
Clovis, CA 93612
P-24-399 Amendment 1.docx
CONTRACT NO. P-24-399 Page 3
E.J. Ward, Inc.
January 31, 2025
CONTRACTOR TO COMPLETE:
Company: E.J. Ward, Inc.
Type of Entity:
❑ Individual Q Limited Liability Company
❑ Sole Proprietorship ❑ Limited Liability Partnership
■❑ Corporation ❑ General Partnership
Signature N e u/ G
Markay R. Ward, President & CEO February 11 , 2025
Print Name and Title Date
Signature Babette (Feb 11,202515:30 CST)
Babette Cade, Acting CFO February 11 , 2025
Print Name and Title Date
12621 Silicon Dr #113 San Antonio TX 78249
Address City State Zip
210-824-7383 Lpatterson@ejward.com
TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS
ACCOUNTING USE ONLY
ORG No.: 8910
Account No.: 7309
Requisition No.: 8912500537
(7/2024)
P-24-399 Amendment 1.docx
CONTRACT NO. P-24-399 Page 4
E.J. Ward, Inc.
January 31, 2025
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:
• Sourcewell Links will not work; however, contract 092920 remains active for users
P-24-399 Amendment 1.docx
CONTRACT NO. P-24-399 Page 5
E.J. Ward, Inc.
January 31, 2025
Revised Attachment "B"
O&V ward
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(c,eiward.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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P-24-399 Amendment 1.docx
CONTRACT NO. P-24-399 Page 6
E.J. Ward, Inc.
January 31, 2025
Revised Attachment "B"
O&V ward
Telematics and Fuel Control
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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P-24-399 Amendment 1.docx
CONTRACT NO. P-24-399 Page 7
E.J. Ward, Inc.
January 31, 2025
Revised Attachment "B"
O&V ward
Telematics and Fuel Control
Third Party Hardware SuRport:"EJW"agrees to provide"Buyer"with limited technical support
in troubleshooting problems associated"Third-Patty'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 Coverage: "EJW" will ensure the proper operation of all "EJW" copyrighted
software programs and their interface to external programs previously installed by"EJW".
Software upgrades 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 andparsers
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 limitedto:
1. Microsoft and Oracle Operating Systems
2. Microsoft and Oracle Database updates
3. Java updates
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P-24-399 Amendment 1.docx
CONTRACT NO. P-24-399 Page 8
E.J. Ward, Inc.
January 31, 2025
Revised Attachment "B"
O&V ward
Telematics and Fuel Control
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
February 1,2025 to May 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 February 1,2025 to May 31,2025. The vehicles will be prorated each month as they are
removed.
Sourcewell PricinE
Customer receives 20%Sourcewell discount off current EJ Ward MSRP Pricebook
Page 14 E.J.Ward Inc.Call Center&Support Agreement
P-24-399 Amendment 1.docx
CONTRACT NO. P-24-399 Page 9
E.J. Ward, Inc.
January 31, 2025
Revised Attachment "B"
O&V ward
Telematics and Fuel Control
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 party'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.
Page 1 5 E.J.Ward Inc.Call Center&Support Agreement
P-24-399 Amendment 1.docx
CONTRACT NO. P-24-399 Page 10
E.J. Ward, Inc.
January 31, 2025
Revised Attachment "B"
O&V ward
Telematics and Fuel Control
This Call Center and Support Agreement is effective February 1,2025 continuing to May 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
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P-24-399 Amendment 1.docx