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HomeMy WebLinkAboutP-21-055 Sidwell w CIS.pdfCONTRACT INFORMATION SHEET DATE: 3/8/2021 Contract No.: P-21-055 Vendor Number: 0000274894 Contract Title: Software Support & Name/Address: The Sidwell Company Maintenance – Parcel PO Box 74008484 Builder Chicago, IL 60674-8484 Contract Period: 3/16/21 – 3/15/22 Contact: Tony Pellettiere Using Agencies: Assessor-Recorder 630-659-1554 Email: tpellettiere@sidwellco.com Terms: Net 45 Total Contract Amt.: $35,000.00 Buyer Name: Heather Stevens Requisition No: 4202100019 Org: 04200100 Supersedes: P-16-419-T X NEW RENEWAL AMENDMENT TICK DATE REFERENCE (RFQ# / RFP#) DESCRIPTION: Parcel Builder Plus Suite – Support and Maintenance SPECIAL INSTRUCTIONS: DISTRIBUTION: Completed By: Date: Completed By: Date DEPARTMENT: Assessor-Recorder REQUISITIONER: Eliz Manoukian Rev 1/3/2017 333 W. Pontiac Way, Clovis, CA 93612 / (559) 600-7110 * The County of Fresno is an Equal Employment Opportunity Employer * County of Fresno INTERNAL SERVICES DEPARTMENT PROCUREMENT AGREEMENT Agreement Number P-21-055 March 1, 2021 The Sidwell Company PO Box 74008484 Chicago, IL 60674-8484 The County of Fresno (County) hereby contracts with The Sidwell Company (Contractor) to provide parcel Builder Software Maintenance in accordance with the text of this agreement and by this reference made a part hereof. TERM: This Agreement shall become effective March 16, 2021 and shall remain in effect through March 15, 2022. EXTENSION: This Agreement may be extended for one (1) additional one (1) year period by the mutual written consent of all parties. MINIMUM ORDERS: Unless stated otherwise there shall be no minimum order quantity. The County reserves the right to increase or decrease orders or quantities. CONTRACTOR'S SERVICES: ORDERS: Orders will be placed on an as-needed basis by Assessor Recorder Office under this contract. PRICES: Prices shall be firm for the contract period. Any pricing changes which may take place during the life of the contract must be submitted in writing to the County of Fresno Purchasing Manager and received no less than thirty (30) days prior to becoming effective. MAXIMUM: In no event shall services performed and/or fees paid under this Agreement be in excess of Thirty-Five Thousand Dollars ($35,000.00). ADDITIONAL ITEMS: The County reserves the right to negotiate additional items to this Agreement as deemed necessary. Such additions shall be made in writing and signed by both parties. DELIVERY: The F.O.B. Point shall be the destination within the County of Fresno. All orders shall be delivered complete as specified. All orders placed before Agreement expiration shall be honored under the terms and conditions of this Agreement. DEFAULT: In case of default by Contractor, the County may procure the articles/services from another source and may recover the loss occasioned thereby from any unpaid balance due the Contractor or by any other legal means available to the County. The prices paid by County shall be considered the prevailing market price at the time such purchase is made. Inspection of deliveries or offers for delivery, which do not meet specifications, will be at the expense of Contractor. PROCUREMENT AGREEMENT NUMBER: P-21-055 Page 2 The Sidwell Company March 1, 2021 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-055 THE SIDWELL COMPANY\P-21-055 THE SIDWELL COMPANY.DOCX INVOICING: An itemized invoice in duplicate shall be mailed to requesting County department in accordance with invoicing instructions included in each order referencing this Agreement. The Agreement number must appear on all shipping documents and invoices. Invoice terms shall be Net 45 Days. INVOICE TERMS: Net forty-five (45) days from the receipt of invoice. TERMINATION: The County reserves the right to terminate this Agreement upon thirty (30) days written notice to the Contractor. In the event of such termination, the Contractor shall be paid for satisfactory services or supplies provided to the date of termination. LAWS AND REGULATIONS: The Contractor shall comply with all laws, rules and regulations whether they be Federal, State or municipal, which may be applicable to Contractor's business, equipment and personnel engaged in service covered by this Agreement. AUDITS AND RETENTION: Terms and conditions set forth in the agreement associated with the purchased goods are incorporated herein by reference. In addition, the Contractor shall maintain in good and legible condition all books, documents, papers, data files and other records related to its performance under this contract. Such records shall be complete and available to Fresno County, the State of California, the federal government or their duly authorized representatives for the purpose of audit, examination, or copying during the term of the contract and for a period of at least three years following the County's final payment under the contract or until conclusion of any pending matter (e.g., litigation or audit), whichever is later. Such records must be retained in the manner described above until all pending matters are closed. LIABILITY: The Contractor agrees to: Pay all claims for damage to property in any manner arising from Contractor's operations under this Agreement. Indemnify, save and hold harmless, and at County's request defend the County, its officers, agents and employees from any and all claims for damage or other liability, including costs, expenses (including causes of action, claims or judgments resulting out of or in any way connected with Contractor's performance or failure to perform by Contractor, its agents, officers or employees under this Agreement liabilities, claims, and losses occurring or resulting to any person, firm or corporation who may be injured or damaged by the performance, or failure to perform, of Contractor, its officers, agents, or employees under this Agreement. INSURANCE: Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers Agreement (JPA) throughout the term of the Agreement: A. Commercial General Liability: Commercial General Liability Insurance with limits of not less than Two Million Dollars ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This policy shall be issued on a per occurrence basis. County may require specific coverage including completed operations, product liability, contractual liability, Explosion-Collapse- Underground, fire legal liability or any other liability insurance deemed necessary because of the nature of the contract. B. Automobile Liability: Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto used in connection with this Agreement. C. Professional Liability: If Contractor employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate. D. Worker's Compensation: A policy of Worker's Compensation insurance as may be required by the California Labor Code. PROCUREMENT AGREEMENT NUMBER: P-21-055 Page 3 The Sidwell Company March 1, 2021 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-055 THE SIDWELL COMPANY\P-21-055 THE SIDWELL COMPANY.DOCX Additional Requirements Relating to Insurance: Contractor shall obtain endorsements to the Commercial General Liability insurance naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees shall be excess only and not contributing with insurance provided under Contractor's policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written notice given to County. Contractor hereby waives its right to recover from County, its officers, agents, and employees any amounts responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of Contractor obtains such an endorsement. Within Thirty (30) days from the date Contractor signs and executes this Agreement, Contractor shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as required herein, to the County of Fresno, Assessor-Recorder, P.O. Box 1146, Fresno, CA 93715 , stating that such insurance coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that such Commercial General Liability insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned; that such coverage for additional insured shall apply as primary insurance and any other insurance, or self- insurance, maintained by County, its officers, agents and employees, shall be excess only and not contributing with insurance provided under Contractor's policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty (30) days advance, written notice given to County. In the event Contractor fails to keep in effect at all times insurance coverage as herein provided, the County may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such event. All policies shall be with admitted insurers licensed to do business in the State of California. Insurance purchased shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or better. COMING ON COUNTY PROPERTY TO DO WORK: Contractor agrees to provide maintain and furnish proof of Comprehensive General Liability Insurance with limits of not less than $500,000 per occurrence. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by Contractor under this Agreement, it is mutually understood and agreed that Contractor, including any and all of Contractor's officers, agents, and employees will at all times be acting and performing as an independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee, joint venturer, partner, or associate of the County. Furthermore, County shall have no right to control or supervise or direct the manner or method by which Contractor shall perform its work and function. However, County shall retain the right to administer this Agreement so as to verify that Contractor is performing its obligations in accordance with the terms and conditions thereof. Contractor and County shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. Because of its status as an independent contractor, Contractor shall have absolutely no right to employment rights and benefits available to County employees. Contractor shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, Contractor shall be solely responsible and save County harmless from all matters relating to payment of Contractor's employees, including compliance with Social Security, withholding, and all other regulations governing such matters. It is acknowledged that during the term of this Agreement, Contractor may be providing services to others unrelated to the County or to this Agreement. PROCUREMENT AGREEMENT NUMBER: P-21-055 Page 4 The Sidwell Company March 1, 2021 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-055 THE SIDWELL COMPANY\P-21-055 THE SIDWELL COMPANY.DOCX NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under this Agreement without the written consent of the other party. AMENDMENTS: This Agreement constitutes the entire Agreement between the Contractor and the County with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, Request for Proposals, Bids and understandings of any nature whatsoever unless expressly included in this Agreement. This Agreement supersedes any and all terms set forth in Contractor's invoice. This Agreement may be amended only by written addendum signed by both parties. INCONSISTENCIES: In the event of any inconsistency in interpreting the documents which constitute this Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority: (1) the text of this Agreement (excluding Attachment "A") and (2) Attachment A . GOVERNING LAWS: This Agreement shall be construed, interpreted and enforced under the laws of the State of California. Venue for any action shall only be in County of Fresno. ELECTRONIC SIGNATURES: The parties agree that this Agreement may be executed by electronic signature as provided in this section. A. cess intended by an individual signing this Agreement to represent their signature, including but not limited to (1) a digital signature; (2) a faxed version of an original handwritten signature; or (3) an electronically scanned and transmitted (for example by PDF document) of a handwritten signature. B. Each electronic signature affixed or attached to this Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of that person. C. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). D. Each party using a digital signature represents that it has undertaken and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1) through (5), and agrees that each other party may rely upon that representation. This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means and either party may sign this Agreement with an original handwritten signature. PROCUREMENT AGREEMENT NUMBER: P-21-055 Page 5 The Sidwell Company March 1, 2021 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-055 THE SIDWELL COMPANY\P-21-055 THE SIDWELL COMPANY.DOCX Please acknowledge your acceptance by returning all pages of this Agreement to my office via email. Please refer any inquiries in this matter to Heather Stevens, Purchasing Technician at 559-600-7115 or HeaStevens@FresnoCountyCA.gov. FOR THE COUNTY OF FRESNO Gary E. Cornuelle Purchasing Manager 333 W. Pontiac Way Clovis, CA 93612 GEC:HS PROCUREMENT AGREEMENT NUMBER: P-21-055 Attachment Page 1 of 3 The Sidwell Company March 1, 2021 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-055 THE SIDWELL COMPANY\P-21-055 THE SIDWELL COMPANY.DOCX questions pertaining to COUNTY technical staff. COUNTY will receive a level of support that covers all installed Sidwell products, including the Parcel Fabric Plus Software suite. Day to day support services provided under this Agreement include: Anticipated response time of less than 1 business day Parcel Builder map maintenance issues Free updates to Sidwell software Assistance repairing Sidwell software configuration settings Access to online FORUM/Answer center s regular business hours, which are 7:00 AM to 7:00 PM central time, Monday through Friday, excluding company holidays. CONTRACTOR will provide COUNTY with a telephone number that provides direct access to the designated Help Desk. In the event that Help Desk personnel are not available to accept the telephone call, it is the responsibility of the COUNTY users to leave a message providing sufficient contact information so that the call can be returned. All software support request telephone callers will be contacted within one COUNTY business day to initial a dialog with the caller. COUNTY will also be provided with an email address that can be used to initiate a software support request. All software support email requests will be replied to within one business day. Software maintenance under this Agreement includes all software patches released by CONTRACTOR to address known software issues. These software patches will be provided at the sole discretion of the CONTRACTOR. It will be the responsibility of the COUNTY to download these files from the CONTRACTOR through the use of FTP or HTML file download and install the software patches as directed by CONTRACTOR. These software patches will be provided to COUNTY at no additional cost. released during the term of this Agreement. These software upgrades will be provided to the COUNTY via free download or on a CD/DVD that will be shipped to COUNTY. COUNTY will be responsible to install Upgrades according to instructions provided by CONTRACTOR. task that it was designed to perform. CONTRACTOR will document all Bugs that are reported to the Help Desk. Bugs that can be replicated at Sidwell will be addressed by Sidwell technical staff and a documented workflow work-around will be provided to COUNTY as soon as possible. Permanent fixes in the form of software patches will be provided at regular intervals.                                              