HomeMy WebLinkAboutInsight Public Sector Inc Informal Cooperative Purchase Agreement 9-19-23 pdfGSD-S Informal Cooperative Purchase Agreement (08-2023)
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INFORMAL COOPERATIVE PURCHASE AGREEMENT
THIS AGREEMENT (Agreement) is made and entered into EFFECTIVE
____________________________. by and between CITY OF FRESNO, a California
municipal corporation (City), and INSIGHT PUBLIC SECTOR, INC, a Arizona Corporation
(Vendor).
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants,
conditions, and promises hereinafter contained to be kept and performed by the
respective parties, it is mutually agreed as follows:
1. The Charter for the City allows for cooperative purchase agreements for
materials, supplies, and equipment. The City is allowed to piggyback an existing
government agency’s agreement, under Fresno City Charter 1208. The parties agree the
Vendor was the lowest responsive and responsible bidder for Invitation for Bid (IFB)
issued by Cobb County, Contract #23-6692-03. The IFB is attached hereto as Exhibit A
and is incorporated herein by reference. The Parties agree that the Vendor has entered
a Cooperative Purchase Contract with Cobb County (Original Government Contract).
2. Vendor’s Obligation. Vendor shall provide those services and carry out that
work described in the Original Government Contract, which is attached hereto as Exhibit
B and is incorporated herein by reference, subject to all the terms and conditions
contained or incorporated herein.
3. City’s Obligation. City shall make to the Vendor those payments described
in Exhibits A and B, subject to all the terms and condition contained or incorporated
herein
4. Notwithstanding the requirements that the Original Government Contract is
fully binding on the Parties, the parties have agreed to modify certain non-material
provisions of the Original Government Contract as applied to this Agreement between the
Vendor and the City, as follows:
a) City’s Insurance and Indemnity provisions attached as Exhibit C.
b) Address change for the City: Notwithstanding the address and
contract information for the government entity as set out in Exhibit B, the Vendor agrees
that notices and invoices will be sent to:
City of Fresno
Attention: Jackie Larkin
2600 Fresno Street
Fresno, CA 93721
Phone: (559) 621-7140
FAX: (559) 457-1470
c) Notwithstanding anything in Exhibits A and B to the contrary, this
Agreement shall be governed by, and construed and enforced in accordance with , the
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9/19/2023
GSD-S Informal Cooperative Purchase Agreement (08-2023)
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laws of the State of California, excluding however, any conflict of laws rule which would
apply the law of another jurisdiction. Venue for purposes of the filing of any action
regarding the enforcement or interpretation of this Agreement and any rights and dut8ies
hereunder shall be Fresno County, California.
d) All other provisions in the Original Government Contract are fully
binding on the parties and will represent the agreement between the City and the Vendor.
[Signatures follow on the next page.]
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GSD-S Informal Cooperative Purchase Agreement (08-2023)
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IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, the day and year first above written.
CITY OF FRESNO,
a California municipal corporation
By:
Melissa Perales
Purchasing Manager
No signature of City Attorney required.
Standard Document #GSD-S Informal
Cooperative Purchase Agreement
(08-2023) has been used without
modification, as certified by the
undersigned.
By:
Dyan Ayala
Procurement Specialist
ATTEST:
TODD STERMER, CMC
City Clerk
By:
Date
Deputy
Addresses:
CITY
City of Fresno
Attention: Dyan Ayala
2101 G Street, Bldg A
Fresno, CA 93706
Phone: (559) 621-8367
E-mail: dyan.ayala@fresno.gov
INSIGHT PUBLIC SECTOR, a Arizona
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)
Vendor:
Insight Public Sector, Inc.
Attention: Erica Falchetti
6820 South Harl Avenue
Tempe, AZ 85283
Phone: (480) 333-3071
E-mail: Erica.Falchetti@Insight.com
Attachments:
Exhibit A - Invitation For Bids
Exhibit B - Original Government Contract
Exhibit C - City’s Insurance and Indemnity
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9/19/2023
Scott Friedlander
Insight Public Senior Vice President
Lisanne Steinheiser
9/19/2023
Global Compliance Officer
9/19/2023
9/19/2023
9/19/2023
Exhibit C
Indemnity and Insurance
Indemnification.
a) Indemnity. Subject to subsections (b) through (d) of this Section, if a third party
makes a claim against Customer that any INSIGHT intellectual property furnished by
INSIGHT and used by Customer infringes a third party’s intellectual property rights,
INSIGHT will defend the Customer against the claim and indemnify the Customer from
the damages and liabilities awarded by the court to the third-party claiming infringement
or the settlement agreed to by INSIGHT, if Customer does the following:
i) Notifies INSIGHT promptly in writing, not later than thirty (30) days after Customer
receives notice of the claim (or sooner if required by applicable law);
ii) Gives INSIGHT sole control of the defense and any settlement negotiations; and
iii) Gives INSIGHT the information, authority, and assistance INSIGHT needs to defend
against or settle the claim.
b) Alternative Resolution. If INSIGHT believes or it is determined that any of the
Services may have violated a third party’s intellectual property rights, INSIGHT may
choose to either modify the Services to be non-infringing or obtain a license to allow for
continued use. If these alternatives are not commercially reasonable, INSIGHT may end
the subscription or license for the Services and refund a pro-rata portion of any fees
covering the whole months that would have remained, absent such early termination,
following the effective date of such early termination.
c) No Duty to Indemnify. INSIGHT will not indemnify Customer if Customer alters the
Service or Service Specifications, or uses it outside the scope of use or if Customer
uses a version of the Service or Service Specifications which has been superseded, if
the infringement claim could have been avoided by using an unaltered current version
of the Services or Service Specifications which was provided to Customer, or if the
Customer continues to use the infringing material after the subscription expires.
INSIGHT will not indemnify the Customer to the extent that an infringement claim is
based upon any information, design, specification, instruction, software, data, or
material not furnished by INSIGHT. INSIGHT will not indemnify Customer for any portion
of an infringement claim that is based upon the combination of Service or Service
Specifications with any products or services not provided by INSIGHT. INSIGHT will not
indemnify Customer for infringement caused by Customer’s actions against any third
party if the Services as delivered to Customer and used in accordance with the terms of
the Agreement would not otherwise infringe any third-party intellectual property rights.
d) Exclusive Remedy. This Section provides the exclusive remedy for any intellectual
property infringement claims or damages against INSIGHT.
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e) To the furthest extent allowed by law, INSIGHT shall indemnify, hold harmless and
defend CITY from any and all loss, liability, fines, penalties, forfeitures, costs and
damages (whether in contract, tort or strict liability) in respect of third party claims
attributable to personal injury, death at any time and tangible property damage incurred
by CITY, INSIGHT or any other person in connection with the Services. INSIGHT'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 the willful misconduct, of CITY or any of its
officers, officials, employees, agents or volunteers.
This section shall survive termination or expiration of this Agreement.
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial General
Liability Coverage Form CG 00 01, providing liability coverage arising out of your
business operations. The Commercial General Liability policy shall be written on an
occurrence form and shall provide coverage for “bodily injury,” “property damage” and
“personal and advertising injury” with coverage for premises and operations (including
the use of owned and non-owned equipment), products and completed operations, and
contractual liability (including, without limitation, indemnity obligations under the
Agreement) with limits of liability not less than those set forth under “Minimum Limits of
Insurance.”
2. Workers’ Compensation insurance as required by the State of California and
Employer’s Liability Insurance.
3. Professional Liability (Errors and Omissions) insurance appropriate to
CONSULTANT’S profession.
4. Technology Liability (Errors and Omissions) insurance appropriate to
CONSULTANT’S profession. Coverage shall be sufficiently broad to respond to duties
and obligations as is undertaken by Consultant in this agreement and shall include but
not be limited to, claims involving infringement of intellectual property, including but not
limited to infringement of copyright, trademark, trade dress, invasion of privacy
violations, information theft, damage to or destruction of electronic information, release
of private information, alteration of electronic information, extortion and network security.
The policy shall provide coverage for breach response costs as well as regulatory fines
penalties and credit monitoring expenses with limits sufficient to respond to these
obligations.
MINIMUM LIMITS OF INSURANCE
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INSIGHT shall maintain limits of liability of not less than those set forth below.
1. COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage;
(ii) $1,000,000 per occurrence for personal and advertising injury;
(iii) $2,000,000 aggregate for products and completed operations; and,
(iv) $2,000,000 general aggregate applying separately to the work performed
under the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
3. WORKERS’ COMPENSATION INSURANCE as required by the State of California
with statutory limits.
4. EMPLOYER’S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
5. PROFESSIONAL LIABILITY (Errors and Omissions):
(i) $1,000,000 per claim/occurrence; and,
(ii) $2,000,000 policy aggregate.
6. TECHNOLOGY PROFESSIONAL LIABILITY insurance with limits of not less than:
(i) $2,000,000 per claim/occurrence; and,
(ii) $4,000,000 policy aggregate
UMBRELLA OR EXCESS INSURANCE
In the event INSIGHT purchases an Umbrella or Excess insurance policy(ies) to meet
the “Minimum Limits of Insurance,” this insurance policy(ies) shall “follow form” and
afford no less coverage than the primary insurance policy(ies). In addition, such
Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-
contributory basis for the benefit of the CITY.
DEDUCTIBLES AND SELF-INSURED RETENTIONS
INSIGHT shall be responsible for payment of any deductibles contained in any
insurance policy(ies) required herein and INSIGHT shall also be responsible for
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payment of any self-insured retentions. Any deductibles or self-insured retentions must
be declared to on the Certificate of Insurance, and approved by, the CITY’S Risk
Manager or designee.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General Liability insurance policies are to contain, or be endorsed to contain, the
following provisions:
1. CITY as additional insureds. INSIGHT shall establish additional insured status for the
City and for all ongoing and completed operations by use of ISO Form CG 20 10 11 85
or both CG 20 10 10 01 and CG 20 37 10 01 or by an executed manuscript insurance
company endorsement providing additional insured status as broad as that contained in
ISO Form CG 20 10 11 85.
2. The coverage shall contain no special limitations on the scope of protection afforded
to CITY
3. For any claims relating to INSIGHT’s negligence under this Agreement , INSIGHT’S
insurance coverage shall be primary insurance with respect to the CITY. Any insurance
or self-insurance maintained by the CITY, its officers, officials, employees, agents and
volunteers shall be excess of INSIGHT’S insurance and shall not contribute with it.
INSIGHT shall establish primary and non-contributory status by using ISO Form CG 20
01 04 13 or by an executed manuscript insurance company endorsement that provides
primary and non-contributory status as broad as that contained in ISO Form CG 20 01
04 13.
The Workers’ Compensation insurance policy is to contain, or be endorsed to contain,
the following provision: To the extent permitted by law, INSIGHT will require its
insurer(s) issuing the CGL/WC coverage to waive its rights of recovery or subrogation
against the City, but only to the extent of liabilities falling within indemnity obligations
under this Agreement.
If the Technology Liability insurance policy is written on a claims-made form:
1. The retroactive date must be shown, and must be before the effective date of the
Agreement or the commencement of work by INSIGHT.
2. Insurance must be maintained and evidence of insurance must be provided for at
least three (3) years after completion of the Agreement work or termination of the
Agreement, whichever occurs first, or, in the alternative, the policy shall be endorsed to
provide not less than a three (3) year discovery period.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made
policy form with a retroactive date prior to the effective date of the Agreement or the
commencement of work by INSIGHT, INSIGHT must purchase “extended reporting”
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coverage for a minimum of three (3) years completion of the Agreement work or
termination of the Agreement, whichever occurs first.
4. A copy of the claims reporting requirements must be submitted to CITY for review.
5. These requirements shall survive expiration or termination of the Agreement.
INSIGHT shall maintain the amount of coverage specified in this Agreement. INSIGHT
is responsible for providing written notice to the CITY in the event it fails to maintain the
insurance requirements set forth in this Agreement, and in such event, CITY may
terminate this Agreement within thirty days of such notice. Upon issuance by the insurer,
broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in
limits, INSIGHT shall furnish CITY with a new certificate and applicable endorsements
for such policy(ies). In the event any policy is due to expire during the work to be
performed for CITY, INSIGHT shall provide a new certificate, and applicable
endorsements, evidencing renewal of such policy not less than fifteen (15) calendar
days prior to the expiration date of the expiring policy. Approval or purchase of any
insurance contracts or policies shall in no way relieve from liability nor limit the liability of
INSIGHT, its principals, officers, agents, employees, persons under the supervision of
INSIGHT, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or
anyone employed directly or indirectly by any of them.
VERIFICATION OF COVERAGE
INSIGHT shall furnish CITY with all certificate(s) and applicable endorsements effecting
coverage required hereunder. All certificates and applicable endorsements are to be
received and approved by the CITY’S Risk Manager or designee prior to CITY’S
execution of the Agreement and before work commences. All non-ISO endorsements
amending policy coverage shall be executed by a licensed and authorized agent or
broker. Upon request of CITY, INSIGHT shall immediately furnish City with a certificate
of insurance with respect to any insurance policy required under this Agreement. This
requirement shall survive three (3) years after expiration or termination of this
Agreement.
DocuSign Envelope ID: 42DC0117-B369-4208-9FB4-A915221D3035