HomeMy WebLinkAboutConvergeone Service Contract Bid No. 12301308 - 9-28-23GSD-B Service Contract – Contractor (08-2023)
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SERVICE CONTRACT
THIS CONTRACT (Contract) is made and entered into by and between the CITY OF
FRESNO, a California municipal corporation (City), and CONVERGEONE, a Minnesota
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: RFP for
Requirements Contract for Information Services Department (ISD) Technology Support
Services - Hardware and Software (Bid File No. 12301308) 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.PRICE. For the monetary consideration of $500,000.00, as set forth in the
Bid Proposal, the 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.
3.PAYMENT. The City accepts the 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.
4.INDEMNIFICATION: To the furthest extent allowed by law, including
California Civil Code section 2782, the Contractor shall indemnify, defend and hold
harmless the City and each of its officers, officials, employees, agents, and volunteers
from any and all claims, demands, actions in law or equity, loss, liability, fines, penalties,
forfeitures, interest, costs including legal fees, and damages (whether in contract, tort, or
strict liability, including but not limited to personal injury, death at any time, property
damage, or loss of any type) arising or alleged to have arisen directly or indirectly out of
(1) any voluntary or involuntary act or omission, (2) error, omission or negligence, or
(3)the performance or non-performance of this Contract . The Contractor's obligations
as set forth in this section shall apply regardless of whether the 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 the City or any of its officers, officials,
employees, agents, or volunteers.
To the fullest extent allowed by law, and in addition to the express duty to
indemnify, the Contractor, whenever there is any causal connection between the
Contractor’s performance or non-performance of the work or services required under this
Contract and any claim or loss, injury or damage of any type, the Contractor expressly
agrees to undertake a duty to defend the City and any of its officers, officials, employees,
agents, or volunteers, as a separate duty, independent of and broader that the duty to
indemnify. The duty to defend as herein agreed to by the Contractor expressly includes
all costs of litigation, attorneys’ fees, settlement costs and expenses in connection with
claims or litigation, whether or not the claims are valid, false or groundless, as long as the
claims could be in any manner be causally connected to the Contractor as reasonably
determined by the City.
DocuSign Envelope ID: 3C4A963C-968F-48E3-804B-A070B8F44820
GSD-B Service Contract – Contractor (08-2023)
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Upon the tender by the City to the Contractor, the Contractor shall be bound and
obligated to assume the defense of the City and any of its officers, officials, employees,
agents, or volunteers, including the a duty to settle and otherwise pursue settlement
negotiations, and shall pay, liquidate, discharge and satisfy any and all settlements,
judgments, awards, or expenses resulting from or arising out of the claims without
reimbursement from the City or any of its officers, officials, employees, agents, or
volunteers.
It is further understood and agreed by Contractor that if the City tenders a defense
of a claim on behalf of the City or any of its officers, officials, employees, agents, or
volunteers and the Contractor fails, refuses or neglects to assume the defense thereof,
the City and its officers, officials, employees, agents, or volunteers may agree to
compromise and settle or defend any such claim or action and the Contractor shall be
bound and obligated to reimburse the City and its officers, officials, employees, agents,
or volunteers for the amounts expended by each in defending or settling such claim, or in
the amount required to pay any judgment rendered therein.
The defense and indemnity obligations set forth above shall be direct obligations
and shall be separate from and shall not be limited in any manner by any insurance
procured in accordance with the insurance requirements set forth in this Contract. In
addition, such obligations remain in force regardless of whether the City provided
approval for, or did not review or object to, any insurance the Contractor may have
procured in a accordance with the insurance requirements set forth in this Contract. The
defense and indemnity obligations shall arise at such time that any claim is made, or loss,
injury or damage of any type has been incurred by the City, and the entry of judgment,
arbitration, or litigation of any claim shall not be a condition precedent to these obligations.
The defense and indemnity obligations set forth in this section shall survive
termination or expiration of this Contract.
If the Contractor should subcontract all or any portion of the work to be performed
under this Contract, the Contractor shall require each subcontractor to Indemnify, hold
harmless and defend the City and each of its officers, officials, employees, agents, and
volunteers in accordance with the terms as set forth above.
5.The City Manager, or designee, is hereby authorized and directed to execute
and implement this Agreement. The previous sentence is not intended to delegate any
authority to the City Manager to administer the Agreement, any delegation of authority
must be expressly included in the Agreement.
[Signatures follow on the next page.]
DocuSign Envelope ID: 3C4A963C-968F-48E3-804B-A070B8F44820
GSD-B Service Contract – Contractor (08-2023)
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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:
Melissa Perales
Purchasing Manager
General Services Department
APPROVED AS TO FORM:
ANDREW JANZ
City Attorney
By:
Date
Supv./Senior Deputy City Attorney
Date
CONVERGEONE, a Minnesota 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)
REVIEWED BY:
ATTEST:
TODD STERMER, CMC
City Clerk
By:
Deputy
Addresses:
CITY:
City of Fresno
Attention: Dyan Ayala
Procurement Specialist
2101 G Street, Bldg A
Fresno, CA 93706
Phone: (559) 621-8637
E-mail: dyan.ayala@fresno.gov
CONTRACTOR:
ConvergeOne
Attention: Adam Eisenberg
Senior Account Manager
4290 E Brickell St.
Ontario, CA 91761
Phone: (415) 489-2145
E-mail: aeisenberg@convergeone.com
DocuSign Envelope ID: 3C4A963C-968F-48E3-804B-A070B8F44820
Rui Goncalves
Secretary and General Counsel
10/10/2023
Greg Miles
10/10/2023
SVP, Public Sector
10/10/2023
10/10/2023
10/10/2023
Brandon Collet
10/10/2023