HomeMy WebLinkAboutWard E.J. Inc - Formal Cooperative Purchase Agreement - 09-15-23L)UL;U,DJy II Cl IVCIUpt! IU. MODUI V I I-UJCO-4LUD-OU I4-DLyLMe_LJ0M VJ
FORMAL COOPERATIVE PURCHASE AGREEMENT
9THISZo AGREEMENT (Agreement) is
by and
municipal corporation (City), and E.J. Ward,
made and entered into EFFECTIVE
between CITY OF FRESNO, a California
Inc., a (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, equipment, and public work of improvement. 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 Sourcewell (Original Government Contract). 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 E.J. Ward, Inc.
(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 D.
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: Duane Myers
2223 G Street
Fresno, Ca 93706
Phone: (559) 621-1186
FAX: (559) 485-2167
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
GSD-S Formal Cooperative Purchase Agreement (06-2023)
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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.]
GSD-S Formal Cooperative Purchase Agreement (06-2023)
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L./UUUJIIy. II CI IVCIUPUJ IU. MODUI U I /-UJC0-144U0-0U 1Y-�LJL/'1G UJ�l.�:l
IN WITNESS WHEREOF, the parties
have executed this Agreement at Fresno,
California, the day and year first above written.
CITY OF FRESNO,
a Califgrgig mpnicipal corporation
By:F1 t,�tSSa krata 9/14/2023
Ve Issa eraIes
Purchasing Manager
General Services Department
No signature of City Attorney required.
Standard Document #GSD-S Formal
Cooperative Purchase Agreement
(10-2022) has been used without
modification, as certified by the
Und �I�S,srby
Y
B . T To U-a 9/14/2023
-
Tamra Torrence
Senior Procurement Specialist
ATTEST:
TODD STERMER, CMC
City Clerk
DocuSigned by:
'r�,Lq c�uir 9/15/2023
BY:
Date
Deputy
Addresses:
CITY
City of Fresno
Attention: Duane Myers
2223 G Street
Fresno, Ca 93706
Phone: (559) 621-1186
E-mail: Duane.Myers@fresno.gov
Attachments:
Exhibit A - Invitation For Bids
Exhibit B - Original Government Contract
Exhibit C - City's Insurance and Indemnity
GSD-S Formal Cooperative Purchase Agreement (06-2023)
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E.J. Ward Inc., a
By:FDocuSigned by:
a a� (Nff . 8/21/2023
Name: Markay ward
Title: President
(If corporation or LLC., Board Chair,
c3&si�lcdV�e Pres.)
p�it,y� 4 � 8/21/2023
By:
NameRobert Kettyle
Name,Robert
Title: chief operating officer
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
Vendor:
E.J. Ward Inc.
Attention: Mike Wade
8620 N. New Braunfels
San Antonio, Texas 78217
Phone: (210) 912-3385
E-mail: mwade@ejward.com
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Exhibit C
Insurance and Indemnity
To the furthest extent allowed by law, VENDOR 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,
VENDOR or any other person, and from any and all claims, demands and actions in law or equity
(including reasonable attorney's fees, litigation expenses and cost to enforce this agreement),
arising or alleged to have arisen directly or indirectly out of performance of this Contract.
VENDOR'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.
If VENDOR should subcontract all or any portion of the work to be performed under this
Contract, VENDOR 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.
1. PRODUCTS LIABILITY INSURANCE: VENDOR shall maintain, and provide the City of
Fresno with verification of, manufacturer's products liability insurance policy in excess of
$1,000,000 by providing a certificate of insurance on said Bid Item(s) equipment. Certificates shall
be issued by an insurance company meeting the requirements to conduct business in the state
of California. City of Fresno is required to be an additional insured with primary and non-
contributory coverage in favor of the City on this General Liability Policy.
If scope of work includes delivery; the requirements below apply in addition to the ab-
reauirements.
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
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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. The most current version of ISO *Commercial Auto Coverage Form CA 00 01,
providing liability coverage arising out of the ownership, maintenance or use of
automobiles in the course of your business operations. The Automobile Policy
shall be written on an occurrence form and shall provide coverage for all owned,
hired, and non -owned automobiles or other licensed vehicles (Code 1- Any Auto).
3. Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance.
MINIMUM LIMITS OF INSURAN
CONTRACTOR shall procure and maintain for the duration of the contract, and for 5 years
thereafter, insurance with limits of liability not less than those set forth below. However, insurance
limits available to CITY, its officers, officials, employees, agents and volunteers as additional
insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance
proceeds available to the named insured:
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 and EMPLOYER'S LIABILITY with limits of liablifity not less
than:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
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(iii) $1,000,000 disease policy limit.
UMBRELLA OR EXCESS INSURANCE
In the event CONTRACTOR 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, its
officers, officials, employees, agents and volunteers.
DEDUCTIBLES AND SELF -INSURED RETENTIONS
CONTRACTOR shall be responsible for payment of any deductibles contained in any insurance
policy(ies) required herein and CONTRACTOR shall also be responsible for payment of any self -
insured retentions. Any self -insured retentions must be declared on the Certificate of Insurance,
and approved by, the CITY'S Risk Manager or his/her designee. At the option of the CITY'S Risk
Manager or his/her designee, either:
(i) The insurer shall reduce or eliminate such self -insured retentions as respects
CITY, its officers, officials, employees, agents and volunteers; or
(ii) CONTRACTOR shall provide a financial guarantee, satisfactory to CITY'S Risk
Manager or his/her designee, guaranteeing payment of losses and related
investigations, claim administration and defense expenses. At no time shall CITY
be responsible for the payment of any deductibles or self -insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
(i) All policies of insurance required herein shall be endorsed to provide that the
coverage shall not be cancelled, non -renewed, reduced in coverage or in limits
except after thirty (30) calendar days written notice has been given to CITY, except
ten (10) days for nonpayment of premium. CONTRACTOR is also responsible for
providing written notice to the CITY under the same terms and conditions. Upon
issuance by the insurer, broker, or agent of a notice of cancellation, non -renewal,
or reduction in coverage or in limits, CONTRACTOR 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, CONTRACTOR
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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.
(ii) The Commercial General and Automobile Liability insurance policies shall be
written on an occurrence form.
(iii) The Commercial General and Automobile Liability insurance policies shall be
endorsed to name City, its officers, officials, agents, employees and volunteers as
an additional insured. CONTRACTOR shall establish additional insured status for
the City and for all ongoing and completed operations under the Commercial
General Liability policy by use of ISO Forms or an executed manuscript insurance
company endorsement providing additional insured status. The Commercial
General endorsements must be as broad as that contained in ISO Forms: GC 20
10 11 85 or both CG 20 10 & CG 20 37.
(iv) The Commercial General and Automobile Liability insurance shall contain, or be
endorsed to contain, that the CONTRACTORS' insurance shall be primary to and
require no contribution from the City. The Commercial General insurance policy is
required to include primary and non contributory coverage in favor of the City for
both the ongoing and completed operations coverage. These coverages shall
contain no special limitations on the scope of protection afforded to City, its officers,
officials, employees, agents and volunteers. If CONTRACTOR maintains higher
limits of liability than the minimums shown above, City requires and shall be
entitled to coverage for the higher limits of liability maintained by CONTRACTOR.
(v) Should any of these policies provide that the defense costs are paid within the
Limits of Liability, thereby reducing the available limits by defense costs, then the
requirement for the Limits of Liability of these polices will be twice the above stated
limits.
(vi) For any claims related to this Agreement, CONTRACTOR'S insurance coverage
shall be primary insurance with respect to the CITY, its officers, officials, agents,
employees and volunteers. Any insurance or self-insurance maintained by the
CITY, its officers, officials, agents, employees and volunteers shall be excess of
the CONTRACTOR'S insurance and shall not contribute with it.
(vii) The Workers' Compensation insurance policy shall contain, or be endorsed to
contain, a waiver of subrogation as to CITY, its officers, officials, agents,
employees and volunteers.
(viii) The Commercial General and Automobile Liability insurance policies shall contain,
or be endorsed to contain, a waiver of subrogation as to CITY, its officers, officials,
agents, employees and volunteers.
PROVIDING OF DOCUMENTS - CONTRACTOR shall furnish CITY with all certificate(s)
and applicable endorsements effecting coverage required herein All certificates and
applicable endorsements are to be received and approved by the CITY'S Risk
Manager or his/her designee prior to CITY'S execution of the Agreement and before
work commences. All non -ISO endorsements amending policy coverage shall be
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executed by a licensed and authorized agent or broker. Upon request of CITY,
CONTRACTOR shall immediately furnish CITY with a complete copy of any insurance
policy required under this Agreement, including all endorsements, with said copy certified
by the underwriter to be a true and correct copy of the original policy. This requirement
shall survive expiration or termination of this Agreement. All subcontractors working under
the direction of CONTRACTOR shall also be required to provide all documents noted
herein.
SUBCONTRACTORS - If CONTRACTOR subcontracts any or all of the services to be
performed under this Agreement, CONTRACTOR shall require, at the discretion of the
CITY Risk Manager or designee, subcontractor(s) to enter into a separate Side
Agreement with the City to provide required indemnification and insurance protection.
Any required Side Agreement(s) and associated insurance documents for the
subcontractor must be reviewed and preapproved by CITY Risk Manager or designee. If
no Side Agreement is required, CONTRACTOR will be solely responsible for ensuring
that it's subcontractors maintain insurance coverage at levels no less than those
required by applicable law and is customary in the relevant industry.