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Solar Lights Contract - EV2370 Graybar MAD 12.20.2017

BID #: EV2370

DUE: 1/31/2023

VALUE: TBD

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Yellow Risk

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Executive Summary

This is a standard city contract between Kansas City, Missouri, and Graybar Electric Company, Inc. for electrical, lighting, data communications, and security products, as well as related services and solutions. The contract, numbered EV2370, incorporates Graybar's proposal from October 6, 2017, and the city's RFP No. EV2370. The initial term of the contract began on February 1, 2018, and ended on January 31, 2023. The City has the option to renew the contract for up to three additional two-year terms.

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Solar Lights Contract - EV2370 Graybar MAD 12.20.2017 - Source: https://www.garwood.org/rfps_bids

Document Text

--- Document: Solar Lights Contract - EV2370 Graybar MAD 12.20.2017 Document ---
DocuSign Envelope ID: 4A025638-AE6A-49F9-9947-810B3DE1BBD0
STANDARD CITY CONTRACT
MASTER CONTRACT FOR PRODUCTS AND SERVICES - THE CITY OF KANSAS CITY, MISSOURI
CONTRACT NO.: EV2370
TITLE/DESCRIPTION: Electrical, Lighting, Data Communications and Security Products and Related
Products, Services and Solutions
THIS Contract is between KANSAS CITY, MISSOURI, a constitutionally chartered municipal corporation
("CITY"), and Graybar Electric Company, Inc. ("CONTRACTOR").
Sec. 1. The Contract. The Contract between the CITY and CONTRACTOR consists of the following
Contract Documents:
this Contract;
CONTRACTOR's Proposal dated October 6, 2017, that is attached hereto and incorporated
Into this Contract;
(a)
(b)
(c)
CITY's RFP No. EV2370 that is Incorporated into this Contract by reference;
(d)
(e)
(f)
any CITY Issued Purchase Order;
any CITY and CONTRACTOR executed Work Order that is incorporated into a CITY issued
Purchase Order;
any and all Attachments and Exhibits attached to the Contract. All documents listed in this
Section 1 shall be collectively referred to as the "Contract Documents" and are incorporated
into this Contract. CITY and CONTRACTOR agree that the terms "Agreement" and
"Contract" and "Contract Documents" are used interchangeably in this Contract and the
terms "Agreement" and "Contract" and "Contract Documents" each include all "Contract
Documents."
Sec. 2. Initial Term of Contract and Additional Periods.
(a)
Initial Term. The initial term of this Contract shall begin on February 1, 2018, and shall end
on January 31, 2023. The Manager of Procurement Services is authorized to enter into an
amendment of this Contract with CONTRACTOR to extend the term of this Contract and
time of performance for this Contract.
(b)
Renewal Terms. At any time prior to the expiration of the initial term or any subsequent
term, the CITY, in its sole discretion, may renew this Contract for up to three (3) additional
two (2) year terms.
MASTER CONTRACT FOR PRODUCTS AND SERVICES
(REV. 12-05-16)
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DocuSign Envelope ID: 4A025638-AE6A-49F9-9947-810B3DE1BBD0
(c)
Transition Term. Notwithstanding the expiration of the initial term or any subsequent term or
all options to renew, CONTRACTOR and CITY shall continue performance under this
Contract until the CITY has a new contract in place with elther CONTRACTOR or another
provider or until the CITY terminates the Contract.
Sec. 3. Purchase Orders and Work Orders.
(a)
(b)
(c)
Purchase Order. CITY shall order all Electrical, Lighting, Data Communications, and
Security Products and Related Products, Services and Solutions, (hereinafter "the Products"
or "Products and Services" or "Services" depending on the context of the terms used) by
means of a Purchase Order issued by the CITY's Manager of Procurement Services for
which sufficient funds have been certifled and encumbered by the City's Director of Finance.
CONTRACTOR shall not provide any "Products" or "Products and Services" or "Services" in
excess of the dollar amount contained in any Purchase Order even If there is an executed
Work Order between the CITY and CONTRACTOR. CONTRACTOR shall not be entitled to
any payment from CITY in excess of the dollar amount of the Purchase Orders from CITY
even if such amount is authorized in a Work Order executed by CITY and CONTRACTOR.
All Purchase Orders shall automatically Incorporate the Contract and all Contract
requirements even if the Contract is not referenced.
Goods and Products. CONTRACTOR shall timely provide all Goods and Products ordered
by the CITY at the Prices set forth in the Contract. The terms "Goods" and "Products" are
used interchangeably under this Contract and each term includes the other term.
Services or Work Orders for both Products and Services.
1. The CITY may request CONTRACTOR to provide Services or both Products and
Services. Prior to CONTRACTOR submitting a written detailed Proposal for Services
or for both Products and Services to a requesting CITY Department, the
CONTRACTOR must obtain written authorization from the CITY's Manager of
Procurement Services to submit a Proposal to the CITY Department. CONTRACTOR
shall not perform any Services or provide both Services and Products unless the
Manager of Procurement Services authorizes CONTRACTOR to provide Services or
both Products and Services and all other contractual requirements are met Including
the Pricing for all Products, Products and Services and Services.
2.
Prior to the Manager of Procurement Services authorizing CONTRACTOR to provide
Services or both Products and Services to a CITY Department, the Manager of
Procurement Services shall:
a. Obtain MBE/WBE goals from the CITY's Director of Human Relations if the
estimated cost of the Services or Products and Services exceeds the dollar
thresholds for MBEWBE goals and Workforce Goals for MBE/WBE goals;
b. Have the CITY's Director of Human Relations determine whether the needed
Services are subject to Prevailing Wage requirements and Payment Bond and
Performance and Maintenance Bond requirements;
MASTER CONTRACT FOR PRODUCTS AND SERVICES
(REV. 12-05-16)
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(d)
3.
c. Any other Legal requirements including compliance with the CITY'S SLBE
requirements
d. if the CITY's MBEWBE program requirements are not applicable due to not
meeting the dollar thresholds.
If the Manager of Procurement Services authorizes CONTRACTOR to submit a
Proposal for Services or for both Products and Services, CONTRACTOR shall submit
a detailed Proposal that includes the Scope of Services, the Proposed Schedule, the
Price and if applicable, comply with MBE/WBE goals, Prevailing Wage requirements,
and Payment Bond and Performance Bond requirements, or SLBE requirements. If
the CITY and CONTRACTOR agree to CONTRACTOR's Proposal, the CITY will issue
a Purchase Order and Work Order that is executed by the CITY and CONTRACTOR.
All Work Orders and Purchase Orders signed by the CITY and CONTRACTOR shall
automatically Incorporate this Contract (even If the Work Order does not specifically
Incorporate this Contract).
CONTRACTOR shall bill the City, in a form acceptable to the City, on the following basis:
monthly.
Sec. 4. Effective Date of Contract.
(a)
(b)
(c)
Notwithstanding Section 2 of this Contract, neither party has any obligation under this
Contract until the Manager of Procurement Services issues a Purchase Order which shall be
signed by the City's Director of Finance certifying there is a balance, otherwise
unencumbered, to the credit of the appropriation to which the expenditure is to be charged,
and a cash balance, otherwise unencumbered, in the treasury, to the credit of the fund from
which payment will be made, each sufficient to meet the obligation incurred in the Purchase
Order.
The date of the first Purchase Order issued by the CITY Is the effective date of this Contract.
The date of the first Purchase Order Issued by the CITY after the CITY renews this Contract
shall be the effective date of the renewal term or transition term.
Sec. 5. Involces.
(a)
CONTRACTOR shall submit to CITY a request for payment (hereinafter "Invoice") for
services performed in sufficient detail for the CITY to determine that the amount
CONTRACTOR is requesting is in fact due and payable.
(b)
CITY shall not pay any Invoice from CONTRACTOR unless CONTRACTOR is in
compliance with, and not in breach or default of, all terms, covenants and conditions of this
Contract. If damages are sustained by CITY as a result of breach or default by
CONTRACTOR, CITY may withhold payment(s) to CONTRACTOR for the purpose of set off
until such time as the exact amount of damages due to CITY from CONTRACTOR may be
determined.
MASTER CONTRACT FOR PRODUCTS AND SERVICES
(REV. 12-05-16)
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DocuSign Envelope ID: 4A025638-AE6A-49F9-9947-810B3DE1BBD0
(c)
CITY shall not process CONTRACTOR's Invoice unless CONTRACTOR's Invoice is in
proper form, correctly computed, and is approved by CITY as payable under the terms of
this Contract.
(d)
CITY Is not liable for any obligation incurred by CONTRACTOR except as approved under
the provisions of this Contract.
(e)
If CONTRACTOR is required to meet MBE/WBE goals for this Contract, CONTRACTOR
shall not submit an Invoice to the City unless CONTRACTOR's Invoice is accompanied by a
copy of the most recent 00485.01 M/WBE Monthly Utilization Report submitted by
CONTRACTOR to the City's Human Relations Department. CONTRACTOR shall remain
current on CONTRACTOR's filing of 00485.01 MWBE Monthly Utilization Reports. CITY
shall not pay CONTRACTOR's Invoice unless CONTRACTOR is current on
CONTRACTOR's filing of 00485.01 M/WBE Monthly Utilization Reports.
(f)
Payment terms are net 30 days.
Sec. 6. Representations and Warrantles of CONTRACTOR. CONTRACTOR hereby represents and
warrants to the CITY the following:
(a)
CONTRACTOR is in good standing under the laws of the state of Missouri and each state in
which it does business, except any such state where the failure to be in good standing
would not have a material adverse effect on CONTRACTOR's ability to perform this
Contract In accordance with its terms.
(b)
The execution, delivery and performance by CONTRACTOR of this Contract have been duly
authorized by all necessary corporate action and do not and will not (i) require any consent
or approval of CONTRACTOR's board of directors; (II) require any authorization, consent or
approval by, or registration, declaration or filing with, or notice to, any governmental
department, commission, board, bureau, agency or Instrumentality, or any third party, except
such authorization, consent, approval, registration, declaration, filing or notice as has been
obtained prior to the date hereof; (iii) violate any provision of any law, rule or regulation or of
any order, writ, injunction or decree presently in effect having applicability to CONTRACTOR
or its articles or by-laws; and (iv) result in a breach of or constitute a default under any
material agreement, lease or instrument to which CONTRACTOR Is a party or by which It or
its propertles may be bound or affected.
(c)
CONTRACTOR shall not enter into any contract for the services to CITY that purports to
grant a security interest or right of repossession to any person or entity respecting the
services, or any portions thereof or chattels placed thereon.
(d)
There is no litigation, proceeding or other investigation pending or, to the knowledge of
CONTRACTOR, threatened against CONTRACTOR which would prevent consummation of
the transaction contemplated by this Contract or would have a materially adverse effect on
CONTRACTOR.
(e)
CONTRACTOR warrants that all goods and Products are sold free of any security interest
and will make available to CITY all transferable warranties (Including without limitation
MASTER CONTRACT FOR PRODUCTS AND SERVICES
(REV. 12-05-16)
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DocuSign Envelope ID: 4A025638-AE6A-49F9-9947-810B3DE1BBD0
(f)
warrantles with respect to intellectual property infringement) made to CONTRACTOR by the
manufacturer of the goods. CONTRACTOR MAKES NO OTHER IMPLIED WARRANTIES,
AND SPECIFICALLY MAKES NO IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR PURPOSE. UNLESS OTHERWISE AGREED IN WRITING BY AN
AUTHORIZED REPRESENTATIVE OF SELLER, PRODUCTS SOLD HEREUNDER ARE
NOT INTENDED FOR USE IN OR CONNECTION WITH 1) ANY SAFETY APPLICATION
OR THE CONTAINMENT AREA OF A NUCLEAR FACILITY, OR 2) IN A HEALTHCARE
SITUATION, WHERE THE GOODS HAVE POTENTIAL FOR DIRECT PATIENT CONTACT
OR WHERE A SIX (6) FOOT CLEARANCE FROM A PATIENT CANNOT BE MAINTAINED
AT ALL TIMES.
Neither party shall be liable for any delay or fallure to perform under this Agreement In the
event and to the extent that such delay or fallure arises out of war, civil commotion, acts of
God, accident, fire or water damage, explosion, strikes or lockouts, delay in transportation,
legislative action, government regulations or any other event beyond the respective party's
reasonable control.
Sec. 7. Survival of the Representations, Warranties and Covenants. All representations, warranties
and covenants expressed herein shall survive the execution of this Contract for the benefit of the parties
hereto.
Sec. 8. Governing Law. This Contract shall be construed and governed in accordance with the laws of
the State of Missouri without giving effect to Missouri's choice of law provisions. The CITY and
CONTRACTOR: (1) submit to the jurisdiction of the state and federal courts located in Jackson County,
Missouri; (2) waive any and all objections to jurisdiction and venue; and (3) will not raise forum non
conveniens as an objection to the location of any litigation.
Sec. 9. Termination for Convenience. CITY may, at any time upon fifteen (15) days written notice to
CONTRACTOR specifying the effective date of termination, terminate this Contract, in whole or in part.
Sec. 10. Default and Remedies.
(a)
(b)
(c)
If CONTRACTOR shall be in default or breach of any provision of this Contract, CITY may
terminate this Contract, suspend CITY's performance, withhold payment or invoke any other
legal or equitable remedy after giving CONTRACTOR ten (10) days written notice and
opportunity to cure such default or breach.
If CITY shall be in default or breach of any provision of this Contract, CONTRACTOR may
terminate this contract or suspend CONTRACTOR's performance after giving CITY ten (10)
days written notice and opportunity to cure such default or breach.
CITY's remedies under this Agreement for the purchase of Goods and Products are subject
to any limitations contained in manufacturer's terms and conditions to CONTRACTOR, a
copy of which will be furnished upon written request. Furthermore, CONTRACTOR's liability
shall be limited to either repair or replacement of the goods or Products and refund of the
purchase price, all at CONTRACTOR's option, and in no case shall CONTRACTOR be
liable for incidental or consequential damage. In addition, claims for shortages, other than
loss in transit, must be made in writing not more than five (5) days after receipt of shipment.
MASTER CONTRACT FOR PRODUCTS AND SERVICES
(REV. 12-05-16)
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DocuSign Envelope ID: 4A025638-AE6A-49F9-9947-810B3DE1BBD0
The limitation of remedles imposed by this Section is only applicable to Products and Goods
provided by CONTRACTOR and this limitation of remedles section is not applicable if
CONTRACTOR provides Services or both Products, Goods and Services pursuant to
Section 3(c) of this Contract.
Sec. 11. Walver. Waiver by CITY of any term, covenant, or condition hereof shall not operate as a waiver
of any subsequent breach of the same or of any other term, covenant or condition. No term, covenant, or
condition of this Contract can be waived except by written consent of CITY, and forbearance or indulgence
by CITY In any regard whatsoever shall not constitute a waiver of same to be performed by
CONTRACTOR to which the same may apply and, until complete performance by CONTRACTOR of the
term, covenant or condition, CITY shall be entitled to invoke any remedy avallable to it under this Contract
or by law despite any such forbearance or indulgence.
Sec. 12. Acceptance. No payment made under this Contract shall be proof of satisfactory performance of
the Contract, either wholly or in part, and no payment shall be construed as acceptance of deficient or
unsatisfactory services.
Sec. 13. Records.
(a)
(b)
(c)
For purposes of this Section:
1. "CITY" shall mean the City Auditor, the City's Internal Auditor, the City's Director of
Human Relations, the City Manager, the City department administering this Contract and
their delegates and agents.
2. "Record" shall mean any document, book, paper, photograph, map, sound recordings or
other material, regardless of physical form or characteristics, made or received in
connection with this Contract and all Contract amendments and renewals.
CONTRACTOR shall maintain and retain all Records for a term of five (5) years that shall
begin after the expiration or termination of this Contract and all Contract amendments. CITY
shall have a right to examine or audit all Records, and CONTRACTOR shall provide access
to CITY of all Records upon ten (10) days written notice from the CITY.
The books, documents and records of CONTRACTOR in connection with this Contract shall
be made available to the City Auditor, the City's Internal Auditor, the City's Director of
Human Relations and the City department administering this Contract within ten (10) days
after the written request is made.
Sec. 14. Affirmative Action. If this Contract exceeds $300,000.00 and Contractor employs fifty (50) or
more people, Contractor shall comply with City's Affirmative Action requirements in accordance with the
provisions of Chapter 3 of City's Code, the rules and regulations relating to those sections, and any
additions or amendments thereto; In executing any Contract subject to said provisions, Contractor warrants
that it has an affirmative action program in place and will maintain the affirmative action program in place
for the duration of the Contract. Contractor shall not discriminate against any employee or applicant for
employment because of race, color, sex, religion, national origin or ancestry, disability, sexual orientation,
gender Identity or age in a manner prohibited by Chapter 3 of City's Code. Contractor shall:
MASTER CONTRACT FOR PRODUCTS AND SERVICES
(REV. 12-05-16)
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DocuSign Envelope ID: 4A025638-AE6A-49F9-9947-810B3DE1BBD0
(a)
Submit, in print or electronic format, a copy of Contractor's current certificate of compliance
to the City's Human Relations Department (HRD) prior to receiving the first payment under
the Contract, unless a copy has already been submitted to HRD at any point within the
previous two (2) calendar years. If, and only if, Contractor does not possess a current
certification of compliance, Contractor shall submit, In print or electronic format, a copy of its
affirmative action program to HRD prior to recelving the first payment under the Contract,
unless a copy has already been submitted to HRD at any point within the previous two (2)
calendar years.
(b)
Require any Subcontractor awarded a subcontract exceeding $300,000.00 to affirm that
Subcontractor has an affirmative action program in place and will maintain the affirmative
action program in place for the duration of the subcontract.
(c)
Obtain from any Subcontractor awarded a subcontract exceeding $300,000.00 a copy of the
Subcontractor's current certificate of compliance and tender a copy of the same, in print or
electronic format, to HRD within thirty (30) days from the date the subcontract is executed.
If, and only If, Subcontractor does not possess a current certificate of compliance,
Contractor shall obtain a copy of the Subcontractor's affirmative action program and tender
a copy of the same, in print or electronic format, to HRD within thirty (30) days from the date
the subcontract is executed.
City has the right to take action as directed by City's Human Relations Department to enforce this
provision. If Contractor fails, refuses or neglects to comply with the provisions of Chapter 3 of City's Code,
then such failure shall be deemed a total breach of this Contract and this Contract may be terminated,
canceled or suspended, in whole or in part, and Contractor may be declared ineligible for any further
contracts funded by City for a period of one (1) year. This is a material term of this Contract.
Sec. 15. Tax Compliance. If the CITY's payments to CONTRACTOR exceed $160,000.01 for the period
of May 1st through April 30th, CONTRACTOR shall provide proof of compliance with the CITY's tax
ordinances administered by the CITY's Commissioner of Revenue as a precondition to the CITY. making
the first payment under this Contract. CONTRACTOR also shall submit to the CITY proof of compliance
with the CITY's tax ordinances administered by the CITY's Commissioner of Revenue as a condition
precedent to the CITY making final payment under the Contract.
Sec. 16. Buy American Preference. It is the policy of the CITY that any manufactured goods or
commodities used or supplied in the performance of any CITY Contract or any subcontract thereto shall be
manufactured or produced in the United States whenever possible.
Sec. 17. Notices. All notices to be given hereunder shall be in writing and may be given, served or made
by depositing the same in the United States mail addressed to the party to be notified, postpald and
registered or certified with return receipt requested or by delivering the same in person to such person.
Notice deposited in the mail in accordance with the provisions hereof shall be effective unless otherwise
stated in such notice or in this Contract from and after the second day next following the date postmarked
on the envelope containing such notice. Notice given In any other manner shall be effective only if and
when received by the party to be notified. All notices shall be sent to the following addresses:
If to the CITY:
City of Kansas City, Missouri
Procurement Services Division
414 East 12th Street, 1st Floor, Room 102 W
Kansas City, Missouri 64106
Attention: Cedric Rowan, C.P.M., Manager
MASTER CONTRACT FOR PRODUCTS AND SERVICES
(REV. 12-05-16)
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DocuSign Envelope ID: 4A025638-AE6A-49F9-9947-810B3DE1BBD0
With coples to:
E-mail: cedric.rowan@kcmo.org
Telephone: (816) 513-0814
Facsimile: (816) 513-1066
Law Department of Kansas City, Missouri
414 East 12th Street, 23rd Floor
Kansas City, Missouri 64106
Attention: Cecilia Abbott, Esq., City Attorney
E-mall: cecilia.abbott@kcmo.org
Telephone: (816) 513-3127
Fax: (816) 513-3133
If to the CONTRACTOR: Graybar Electric Company, Inc.
Ronald Drescher, National Sales Manager, Corporate Sales
11885 Lackland Road
St. Louls, Missouri 63146
E-mail: ron.drescher@graybar.com
Telephone: (301) 306-3263
Mobile: (301) 830-1424
Sec. 18. General Indemnification.
(a)
(b)
(c)
(d)
For purposes of this Section only, the following terms shall have the meanings listed:
1. Claims means all claims, damages, liability, losses, costs and expenses, court costs and
reasonable attorneys' fees, including attorneys' fees incurred by the CITY in the
enforcement of this indemnity obligation.
2. CONTRACTOR's Agents means CONTRACTOR's officers, employees, subcontractors,
successors, assigns, invitees, and other agents.
3. CITY means CITY, its Agencies, its agents, officials, officers and employees.
CONTRACTOR's obligations under this Section with respect to indemnification for acts or
omissions, including negligence, of CITY, shall be limited to the coverage and limits of
insurance that CONTRACTOR is required to procure and maintain under this Contract.
CONTRACTOR affirms that it has had the opportunity to recover all costs of the insurance
requirements imposed by this Contract in its contract price.
CONTRACTOR shall defend Indemnify and hold harmless CITY from and against all claims
arising out of or resulting from all acts or omissions in connection with this Contract caused
in whole or in part by CONTRACTOR or CONTRACTOR's Agents, regardless of whether or
not caused in part by any act or omission, including negligence, of CITY. CONTRACTOR is
not obligated under this Section to indemnify CITY for the sole negligence of CITY.
In no event shall the language in this Section constitute or be construed as a walver or
limitation of the CITY's rights or defenses with regard to sovereign immunity, governmental
MASTER CONTRACT FOR PRODUCTS AND SERVICES
(REV. 12-05-16)
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immunity, or other official immunities and protections as provided by the federal and state
constitutions or by law.
Sec. 19. Indemnification for Professional Negligence. If this contract is for professional services,
CONTRACTOR shall indemnify, and hold harmless CITY and any of its agencies, officials, officers, or
employees from and against all claims, damages, liability, losses, costs, and expenses, including
reasonable attorneys' fees, arising out of any negligent acts or omissions in connection with this Contract,
caused by CONTRACTOR, its employees, agents, subcontractors, or caused by others for whom
CONTRACTOR is liable, in the performance of professional services under this Contract, CONTRACTOR
is not obligated under this Section to indemnify CITY for the negligent acts of CITY or any of its agencles,
officials, officers, or employees.
Sec. 20. Insurance.
(a)
CONTRACTOR shall procure and maintain in effect throughout the term of this Contract
insurance policies with coverage not less than the types and amounts specified in this
Section. CONTRACTOR must have:
1.
2.
3.
Commercial General Liability Insurance Policy: with limits of $1,000,000 per
occurrence and $2,000,000 aggregate, written on an "occurrence" basis. The policy
shall be written or endorsed to include the following provisions:
a. Severability of Interests Coverage applying to Additional Insureds
b. Contractual Liability
c. Per Project Aggregate Llability Limit or, where not available, the aggregate limit
shall be $2,000,000.
d. No Contractual Llability Limitation Endorsement
e. Additional Insured Endorsement, ISO form CG20 10, current edition, or its
equivalent.
Workers' Compensation Insurance and Employers Liability Policies as required by
Missouri law.
Commercial Automobile Liability Insurance Policy: with a limit of $1,000,000 per
occurrence, covering owned, hired, and non-owned automobiles. The Policy shall
provide coverage on an "any auto" basis and on an "occurrence" basis. This
insurance policy will be written on a Commercial Business Auto form, or acceptable
equivalent, and will protect against clalms arising out of the operation of motor
vehicles, as to acts done in connection with the Contract, by CONTRACTOR.
(b)
4.
If this Contract is for professional services, CONTRACTOR shall obtain Professional
Liability Insurance with limits per claim and annual aggregate of $1,000,000.
All insurance policies required in this Section shall provide that the policy will not be
canceled until after the Insurer provides the CITY ten (10) days written notice of cancellation
in the event that the cancellation is for CONTRACTOR's nonpayment of premiums and thirty
(30) days written notice of cancellation to CITY for all other reasons of cancellation.
MASTER CONTRACT FOR PRODUCTS AND SERVICES
(REV. 12-05-16)
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(c)
The Commercial General and Automobile Liability Insurance Policies specified above shall
provide that CITY and its agencles, agents, officials, officers, and employees, whille acting
within the scope of their authority, will be named as additional Insureds for the services
performed under this Contract. CONTRACTOR shall provide to CITY at execution of this
Contract a certificate of Insurance showing all required endorsements and additional
insureds.
(d)
(e)
(f)
All insurance policies must be provided by Insurance Companies that have an A.M. Best's
rating of "A-V" or better, and are licensed or approved by the State of Missouri to provide
insurance in Missouri.
Regardless of any approval by CITY, CONTRACTOR shall maintain the required insurance
coverage in force at all times during the term of this Contract. CONTRACTOR's failure to
maintain the required insurance coverage will not relieve CONTRACTOR of its contractual
obligation to Indemnify the CITY pursuant to this Section of this Contract. In the event
CONTRACTOR fails to maintain the required insurance coverage in effect, CITY may
declare CONTRACTOR in default.
In no event shall the language in this Section constitute or be construed as a waiver or
limitation of the CITY's rights or defenses with regard to sovereign immunity, governmental
immunity, or other official immunities and protections as provided by the federal and state
constitutions or by law.
Sec. 21. Interpretation of the Contract.
(a)
(b)
CITY selected CONTRACTOR through a negotiated procurement process rather than an
Invitation for Bids (IFB) solicitation. Unlike the IFB, this process allows the CITY and
CONTRACTOR to discuss and negotiate a contract at arm's length prior to entering a final
contract that is acceptable to both the CITY and the CONTRACTOR. After negotiation and
discussion, CONTRACTOR and CITY have incorporated multiple documents into this
Agreement and the meaning of some of the words used in the Agreement may be uncertain,
incomplete or duplicative and the Agreement may promise something at one place and take
that promise away at another. In sum, the Agreement may contain words and provisions
that are susceptible of more than one meaning so that reasonable persons of average
Intelligence may fairly and honestly differ in their construction of the words and provisions. It
is the intent of the CITY and the CONTRACTOR that the CITY's taxpayers receive the
benefit or advantage in the construction and interpretation of this Agreement, regardless of
the normal judicial rules of contract construction even if the construction and interpretation of
the Agreement will cost the CONTRACTOR more money and time. CITY and
CONTRACTOR agree that CITY's Manager of Procurement Services shall, in cooperation
with a representative of supplier, resolve all disagreements as to the meaning of this
Agreement or any ambiguity in this Agreement. The decision of CITY's Manager of
Procurement shall be final and conclusive if all parties have acted in good falth.
CONTRACTOR acknowledges and agrees that the CITY has provided CONTRACTOR with
an opportunity to have CONTRACTOR's attorney review and advise CONTRACTOR on the
Agreement and any potential ambigulties or areas of disagreement and the potential
MASTER CONTRACT FOR PRODUCTS AND SERVICES
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(c)
(d)
adverse legal consequences of CONTRACTOR agreeing to this Section as well as the
entire Agreement.
CONTRACTOR certifies that CONTRACTOR has either (1) waived Its right to have
CONTRACTOR's attomey review this Section and Agreement; or (2) CONTRACTOR has
consulted with an attorney on this Section and Agreement.
CONTRACTOR knowingly and voluntarily agrees to this Section, as amended, and the
entire Agreement. CONTRACTOR certifies that this contract was not procured by fraud,
duress or undue influence.
Sec. 22. Contract Execution. This Contract may be executed in one or more counterparts, each of which
will be deemed an original copy of this Contract and all of which, when taken together, will be deemed to
constitute one and the same Contract. This Contract shall be effective upon the execution of counterparts
by both parties, notwithstanding that both parties may not sign the same counterpart. The partles'
signatures transmitted by facsimile or by other electronic means shall be proof of the execution of this
Contract and shall be acceptable in a court of law.
Sec. 23. Guaranteed Lowest Pricing. CONTRACTOR certifies that this Contract contains
CONTRACTOR's lowest and best pricing for all services supplied by CONTRACTOR to any government,
governmental entity, political subdivision, city, state, school district or any other public entity in the United
States as of the date of this Contract. CONTRACTOR represents that the prices set for herein are not less
favorable than those currently extended to any other similarly situated government, governmental entity,
political subdivision, city, state, school district or other public entity customer, for the same goods, in equal
or seller quantities, as part of similar market basket, and under similar terms.
Sec. 24. Assignability and Subcontracting.
(a)
Assignability. Contractor shall not assign or transfer any part or all of Contractor's obligation
or Interest in this Contract without prior written approval of City. If Contractor shall assign or
transfer any of its obligations or interests under this Contract without the City's prior written
approval, it shall constitute a material breach of this Contract. This provision shall not
prohibit contractor from subcontracting as otherwise provided for herein.
(b) Subcontracting. Contractor shall not subcontract any part or all of Contractor's obligations or
interests in this Contract unless the subcontractor has been identified in a format required by
City. If Contractor shall subcontract any part of Contractor's obligations or interests under
this Contract without having identified the subcontractor, it shall constitute a material breach
of this Contract. The utilization of subcontractors shall not relieve Contractor of any of its
responsibilities under the Contract, and Contractor shall remain responsible to City for the
negligent acts, errors, omissions or neglect of any subcontractor and of such subcontractor's
officers, agents and employees. City shall have the right to reject, at any point during the
term of this Contract, any subcontractor identified by Contractor, and to require that any
subcontractor cease working under this Contract. City's right shall be exercisable in its sole
and subjective discretion. City shall not be obligated to pay or be liable for payment of any
monies which may be due to any subcontractor. Contractor shall include in any subcontract
a requirement that the subcontractor comply with all requirements of this Contract in
performing Contractor's services hereunder.
MASTER CONTRACT FOR PRODUCTS AND SERVICES
(REV. 12-05-16)
Page 11 of 20
DocuSign Envelope ID: 4A025638-AE6A-49F9-9947-810B3DE1BBD0
Sec. 25. Professional Services - Conflict of Interest Certification. If this Contract is for professional
services other than for medical doctors or appraisers, CONTRACTOR certifies that CONTRACTOR is not
an expert witness for any party in litigation against the CITY at the time of the issuance of this Contract.
Sec. 26. Minority and Women's Business Enterprises.
(a)
(b)
CONTRACTOR shall assist City Certifled Minority Business Enterprises (MBEs), City
Certified Woman Business Enterprises (WBEs) and City Certified Small Local Business
Enterprises (SLBES) grow, develop, and prosper in the public sector by implementation of
the requirements of this Section.
CONTRACTOR shall provide the same U.S. Communities national discounted pricing
received by the City to City Certified MBES, WBEs and SLBEs when City Certified MBEs,
WBEs, and SLBEs bid or submit a proposal on City of Kansas City, Missouri Construction
or Maintenance Solicitations and other public sector Construction and Maintenance
Solicitations to allow City Certified MBES, WBES, and SLBEs, to incorporate the same
National Discounted U.S. Communities pricing received by the City

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"...ONTRACTOR shall assist City Certifled Minority Business Enterprises (MBEs), City Certified Woman Business Enterprises (WBEs) and City Certified Small Local Business Enterprises (SLBES) grow, develop, and prosper in the public sector by implementation of the requirements of this Section. CONTRACTOR shall provide t..."

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"...Have the CITY's Director of Human Relations determine whether the needed Services are subject to Prevailing Wage requirements and Payment Bond and Performance and Maintenance Bond requirements;..."

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