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Home My WebLink AboutIPS Groups, Inc. - Bid 9463 - Smart Parking Meters - 2020FIN-B Formal Product Requirements (01-30-19) -1 - PRODUCT REQUIREMENTS CONTRACT THIS CONTRACT is made and entered into by and between the CITY OF FRESNO, a California municipal corporation (City), and IPS Group, Inc., a Pennsylvania corporation (Contractor), as follows: 1. CONTRACT DOCUMENTS. The "Notice Inviting Bids," "Instructions to Bidders," "Bid Proposal," and the "Specifications" including "General Conditions", "Special Conditions" and "Technical Specifications" for the following: Smart Parking Meters (Bid File No. 9463), copies of which are annexed hereto, together with all the drawings, plans, and documents specifically referred to in said annexed documents, and are hereby incorporated into and made a part of this Contract, and shall be known as the Contract Documents. 2. TERM OF CONTRACT. This Contract shall be in effect for three (3) years from the date of the Notice to Proceed. The Contract may be extended, with the mutual written consent of both parties, for four (4) two-year increments with price increases/decreases in accordance with the provisions set forth herein, all other terms and conditions specified herein remaining the same. If either the City or Contractor elects not to extend the Contract, or upon expiration of the final two-year extension term, the Contractor shall aid the City in continuing, uninterruptedly, the requirements of the Contract, by continuing to perform on a temporary basis, when specifically requested to do so in writing by the Purchasing Manager, for a specified term not to exceed twelve months. Such continuance shall be subject to price increases/decreases in accordance with the provisions set forth herein, and all other terms and conditions remaining the same as if the contract had been extended for such a temporary period by an amendment hereto. 3. PRICE. For the estimated monetary consideration of $ 2,005,710 as set forth in the Bid Proposal, Contractor promises and agrees to furnish or cause to be furnished, in a new and working condition, and to the satisfaction of City, and in strict accordance with the Specifications, all of the items as set forth in the Contract Documents. 4. PRICING CONDITIONS. For the first 12-month period of the Contract, pricing will be fixed at the Bid Proposal price. Sixty days prior to the 1-year anniversary date of the Contract, the Contractor may submit proposed pricing revisions for the following 12- month period to the Purchasing Manager of the City of Fresno. The Contractor must provide adequate documentation to substantiate any request for price increase. Any increase in unit price for any item included in this Contract shall not exceed, unless otherwise approved by the Purchasing Manager, the percent change for the following Producer’s Price Index, as published by the Bureau of Labor Statistics: (Product Code 11840103). In the event that the index drops, the Contractor shall pass on to the City an equivalent reduction in pricing. The basis of the index shall be established as the last available month at the date of the Notice to Proceed. If, during the course of this Contract, the Contractor’s selling price of any of the item(s) bid, is below the Contract Bid Proposal price for the same item and in respect of a quantity of that item not less than that purchased by City in terms of this Contract, the City will receive the lowest pricing. 5.CONTRACT PRICE ADJUSTMENTS. Annual increases or decreases in the DocuSign Envelope ID: 7108612C-D589-49BF-9C24-FC51E5B24790 FIN-B Formal Product Requirements (01-30-19) - 2 - rates California State Prevailing Wage Rate for craft specified All prices and rate increases under this contract shall be limited to a maximum of three percent (3%) for any one year. 6. COMPENSATION ESCALATION DUE TO CHANGE IN MINIMUM WAGE. In the event the Contractor is required by a collective bargaining labor agreement or by the Federal or State Government increases the minimum wage then the contract rates as defined in this proposal shall be subject to negotiation between the Contractor and the City of Fresno. In the event that negotiated changes in contract rates cannot be agreed upon by the City of Fresno and the Contractor, then the Contract may be terminated by either party in accordance with the General Conditions of This Contract. If the Contractor and the City of Fresno agree to a negotiated change in contract rates as defined in this proposal, the Contractor shall increase the minimum hourly wages and salaries paid to its employees performing services under this Contract in accordance with new negotiated wages and salaries. *Note: The Minimum wage rate in California is currently at $12 an hour for businesses with 25 employees or fewer and $13 an hour for larger companies, effective January 1, 2020. Proposers should consider wage rates, when completing their proposal. (IF APPLICABLE) 7. PAYMENT. City accepts Contractor's Bid Proposal as stated and agrees to pay the consideration stated, at the times, in the amounts, and under the conditions specified in the Contract Documents. 8. INDEMNIFICATION: To the furthest extent allowed by law, including California Civil Code section 2782 (if applicable), Contractor shall indemnify, hold harmless and defend City and each of its officers, officials, employees, agents, and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including, but not limited to personal injury, death at any time and property damage) incurred by City, Contractor or any other person, and from any and all claims, demands and actions in law or equity (including attorney's fees and litigation expenses), arising or alleged to have arisen directly or indirectly out of performance of this Contract. Contractor's obligations under the preceding sentence shall apply regardless of whether City or any of its officers, officials, employees, agents, or volunteers are passively negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused by the active or sole negligence, or by the willful misconduct, of City or any of its officers, officials, employees, agents, or volunteers. If Contractor should subcontract all or any portion of the work to be performed under this Contract, Contractor shall require each subcontractor to indemnify, hold harmless and defend City and each of its officers, officials, employees, agents, and volunteers in accordance with the terms of the preceding paragraph. This section shall survive termination or expiration of this Contract. 9. PRODUCT WARRANTY: The terms and conditions governing the product DocuSign Envelope ID: 7108612C-D589-49BF-9C24-FC51E5B24790 FIN-B Formal Product Requirements (01-30-19) - 3 - warranty are as set out in Contractor’s response to the original Bid Proposal Response by Contractor to City. DocuSign Envelope ID: 7108612C-D589-49BF-9C24-FC51E5B24790 FIN-B Formal Product Requirements (01-30-19) - 4 - IN WITNESS WHEREOF, the parties have executed this Contract on the day and year here below written, of which the date of execution by City shall be subsequent to that of Contractor’s, and this Contract shall be binding and effective upon execution by both parties. CITY OF FRESNO, A California municipal corporation By: Jennifer K. Clark, Director Planning and Development Department APPROVED AS TO FORM: DOUGLAS T. SLOAN City Attorney By: Kristi Costa Date Deputy City Attorney ATTEST: YVONNE SPENCE, CRM MMC City Clerk By: Date Deputy IPS GROUP, INC., a Pennsylvania corporation By: Name: Title: (If corporation or LLC., Board Chair, Pres. or Vice Pres.) By: Name: Title: (If corporation or LLC., CFO, Treasurer, Secretary or Assistant Secretary) Addresses: CITY: City of Fresno Attention: Thomas Gaffery Deputy City Manager 2600 Fresno St. Room 4019 Fresno, CA 93721 Phone: (559) 621-7275 CONTRACTOR: IPS Group, Inc. Attention: Chad Randall, COO 7737 Kenamar Ct San Diego, CA 92121 Phone: 858-404-0607 Attachments: 1. Exhibit A: Scope of Services 2. Exhibit B: Pricing DocuSign Envelope ID: 7108612C-D589-49BF-9C24-FC51E5B24790 Chad P Randall Chief Operating Officer Brian Webber General Counsel 12/9/2020 12/10/2020