HomeMy WebLinkAboutAllied Electric a Buckles-Smith Co Product Purchase Contract Bid 12400495 - 1-11-24GSD-S Formal Bid Contract – Product (01-2024)
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PRODUCT PURCHASE CONTRACT
THIS CONTRACT (Contract) is made and entered into by and between the CITY
OF FRESNO, a California municipal corporation (City), and ALLIED ELECTRIC, A
BUCKLES-SMITH COMPANY, a California 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: Product Purchase
Contract for Replacement of Variable Frequency Drive (VFD) (Bid File No. 12400495)
[Alternates (if any)] 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 estimated monetary consideration of THREE HUNDRED
EIGHTY THREE THOUSAND, THREE HUNDRED ELEVEN DOLLARS AND TWENTY
FIVE CENTS ($383,311.25), 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 the 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. The Contractor agrees to accept
electronic payment from the City.
4.INDEMNIFICATION: To the furthest extent allowed by law, including
California Civil Code section 2782, Contractor shall indemnify, defend and hold harmless
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 . Contractor's obligations as set forth in
this section 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.
To the fullest extent allowed by law, and in addition to the express duty to indemnify,
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, Contractor expressly agrees to undertake
a duty to defend 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 Contractor expressly includes all costs of litigation,
DocuSign Envelope ID: B8202F03-A060-482D-A6F8-DB0E27E18F37
GSD-S Formal Bid Contract – Product (01-2024)
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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 Contractor as reasonably determined by City.
Upon the tender by City to Contractor, Contractor shall be bound and obligated to
assume the defense of 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 City or any of its officers, officials, employees, agents, or volunteers.
It is further understood and agreed by Contractor that if City tenders a defense of a
claim on behalf of City or any of its officers, officials, employees, agents, or volunteers
and Contractor fails, refuses or neglects to assume the defense thereof, City and its
officers, officials, employees, agents, or volunteers may agree to compromise and settle
or defend any such claim or action and Contractor shall be bound and obligated to
reimburse 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 City provided approval
for, or did not review or object to, any insurance Contractor may have procured in
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 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 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 as set forth above.
[Signatures follow on the next page.]
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GSD-S Formal Bid Contract – Product (01-2024)
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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 the City shall be subsequent
to that of the 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
Dated:
ATTEST:
TODD STERMER
City Clerk
By:
Date
Deputy
No signature of City Attorney required.
Standard Document GSD-S Formal
Bid Contract – Product (01-2024) has
been used without modification, as
certified by the undersigned.
By:
James E. Jackson
Senior Procurement Specialist
General Services Department
City address:
City of Fresno
Attention: James E. Jackson,
Senior Procurement Specialist
2101 G Street; Bldg A
Fresno, CA 93706
ALLIED ELECTRIC, A BUCKLES-
SMITH COMPANY,
a California corporation
By:
Name:
Title:
(If corporation or LLC., Board Chair,
Pres. or Vice Pres.)
Dated:
By:
Name:
Title:
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
Dated:
DocuSign Envelope ID: B8202F03-A060-482D-A6F8-DB0E27E18F37
4/23/2024
Vice President of Sales
Kevin Machi
VP Legal & Senior Counsel
4/23/2024
Jonathan Plotkin
4/23/2024
4/24/2024
4/24/2024