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HomeMy WebLinkAboutP-18-593-O SIGNED Agreement Outback Imaging USA LLC.pdf CO,U County of Fresno �+ INTERNAL SERVICES DEPARTMENT r-9 ROBERT BASH, DIRECTOR—CIO 0 1$5O Facility Services • Fleet Services • Graphics Information Technology • Purchasing FRG, Security • Telecommunications PROCUREMENT AGREEMENT Agreement Number P-18-593-0 October 11, 2018 Outback Imaging USA, LLC Attn: Kevin Blackley 13577 Feather Sound Drive, Suite 400 Clearwater, FL 33762 The County of Fresno (County) hereby contracts with Outback Imaging USA, LLC (Contractor)to provide Ezescan Software, Service and Support in accordance with the text of this agreement, Attachment"A" and Attachment"B" by this reference made a part hereof. TERM: This Agreement shall become effective October 12, 2018 and shall remain in effect through October 11, 2021. EXTENSION: This Agreement may be extended for two (2) additional one (1) year periods 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: Contractor shall perform support services as described in Attachment"B" attached, at the rates set forth in Attachment"A". ORDERS: Orders will be placed on an as-needed basis by Fresno County Sheriff-Coroner's 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 Ninety-Five Thousand Dollars ($95,000.00). 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. 4525 E. Hamilton Avenue/Fresno, California 93702-4599/(559)600-7110 The County of Fresno is an Equal Employment Opportunity Employer, PROCUREMENT AGREEMENT NUMBER: P-18-593-0 Page 2 Outback Imaging USA, LLC October 11, 2018 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. 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. 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 attorney's fees and costs), 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, and from any and all costs and expenses (including attorney's fees and costs), damages, 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 Liabilitv: 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-Col lapse- 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. G:\PUBLIC\CONTRACTS&EXTRACTS\o\P-18-593-o OUTBACK IMAGING USA, LLC\CONTRACTS&AMENDMENTS\P-18-593-o AGREEMENT OUTBACK IMAGING USA, LLC.DOC PROCUREMENT AGREEMENT NUMBER: P-18-593-0 Page 3 Outback Imaging USA, LLC October 11, 2018 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. Additional Requirements Relatinq 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 paid by the policy of worker's compensation insurance required by this Agreement. Contractor is solely responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of subrogation, but Contractor's waiver of subrogation under this paragraph is effective whether or not 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, Fresno County Sheriff-Coroner's Office, Attn: Josh Mikow, 2200 Fresno Street, Fresno, CA 93721, 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. G:\PUBLIC\CONTRACTS&EXTRACTS\o\P-18-593-o OUTBACK IMAGING USA, LLC\CONTRACTS&AMENDMENTS\P-18-593-o AGREEMENT OUTBACK IMAGING USA, LLC.DOC PROCUREMENT AGREEMENT NUMBER: P-18-593-0 Page 4 Outback Imaging USA, LLC October 11, 2018 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. 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 Attachment"B") and (2)Attachment"A" and Attachment"B". 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. Please acknowledge your acceptance by returning all pages of the signed original of this Agreement to my office, retaining a copy for your files. Please refer any inquiries in this matter to Louann Jones, Purchasing Analyst II, at(559) 600-7118 or Ijones@fresnocountyca.gov. FOR THE COUNTY OF FRESNO Digitally eYgcornuelle@co.fresgcoruelle&o.fre sno.ca.us n o.ca.u s DN:cn=gcornuelle@co.fresno.ca.us Date:2018.10.16 11:17:29-07'00' Gary E. Cornuelle Purchasing Manager 4525 East Hamilton Avenue Fresno, CA 93702-4599 GEC:LMJ:st G:\PUBLIC\CONTRACTS&EXTRACTS\o\P-18-593-o OUTBACK IM4GING USA, LLC\CONTRACTS&AMENDMENTS\P-18-593-o AGREEMENT OUTBACK IM4GING USA, LLC.DOC PROCUREMENT AGREEMENT NUMBER: P-18-593-0 Page 5 Outback Imaging USA, LLC October 11, 2018 CONTRACTOR TO COMPLETE: Company: Outback Imaging USA LLC Type of Entity: ❑ Individual ❑■ Limited Liability Company ❑ Sole Proprietorship ❑ Limited Liability Partnership ❑ Corporation ❑ General Partnership 13577 Feather Sound Drive, Suite 400 Clearwater FL 33762 Address City State Zip (323) 443-0022 +61 7 3117 9471 k.blackley@ezescan.com TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS Print Name &Title: Kevin Blackley (BDM) Print Name &Title: Kevin Blackley (BDM) Digitally signed by Kevin Blackley Digitally signed by Kevin Blackley Kevin Blackley Date:2018.10.1711:11:50 Kevin Blackley Date:2018.10.17 11:13:54+11'00' Signature: +11,00' Signature: ACCOUNTING USE ONLY ORG No.: 31112425 Account No.: 7309 Requisition No.: 3111900118 (01/2016) G:\PUBLIC\CONTRACTS&EXTRACTS\O\P-18-593-0 OUTBACK IMAGING USA, LLC\CONTRACTS&AMENDMENTS\P-18-593-0 AGREEMENT OUTBACK IMAGING USA, LLC.DOC PROCUREMENT AGREEMENT NUMBER: P-18-593-0 Outback Imaging USA, LLC October 11, 2018 ATTACHMENT "A" PAGE 1 of 3 From: Kevin Blackley<k.blackley@ezescan.com> Sent: Sunday, August 26, 2018 12:15 AM To: Mikow,Josh <Josh.Mikow@fresnosheriff.org> Subject: RE: EzeScan Follow up Hi Josh, Rates for things like training, consulting, install will be charged out at$1500 per day. Rough estimate of the total for annual S& M would be Year 1 (Aug 1 2018-July 315t 2019) -$9,000.00 Year 2(Aug 1 2019-July 315t 2020) -$9,000.00 Year 3 (Aug 1 2020-July 315t 2021) - $9,000.00 Year 4(Aug 1 2021-July 315t 2022) - $7,500.00 Year 5 (Aug 1 2022-July 315t 2023) -$7,500.00 Total S& M for contract $42,000.00 Let me know if there is any other questions. Regards, Kevin Blackley International Business Development Manager for Outback Imaging USA LLC Office : (323)443-0022 Direct: (323) 443-0023 ezescan .O. Capture PROCUREMENT AGREEMENT NUMBER: P-18-593-0 Outback Imaging USA, LLC October 11, 2018 ATTACHMENT "A" PAGE 2 of 3 From: Kevin Blackley<k.blackley@ezescan.com> Sent: Monday, August 13, 2018 2:06 AM To: Mikow,Josh <Josh.Mikow@fresnosheriff.org> Subject: RE: EzeScan Follow up Hi Josh, Further to our emails back and forth, I have put together some special "project" pricing for you. The period of project pricing would be from Aug Vt 2018—Dec 31 2023. Project Name is—FP 2023 The Annual S& M Pricing for current licence renewals will fall to $1,800.00 per instance also.This would drop to $1,500.00 per instance per year after year 3 (2021). So Yearly breakdown in costs would like something like this for current renewal Year 1 (Aug 1 2018-July 315t 2019) You currently purchasing EzeScan (Con-Current) DM/BCR Bundle Annual S& M x 5 - $9,000.00 Year 2(Aug 1 2019-July 315t 2020) You currently purchasing EzeScan (Con-Current) DM/BCR Bundle Annual S& M x 5 - $9,000.00 Year 3 (Aug 1 2020-July 31"2021) You currently purchasing EzeScan (Con-Current) DM/BCR Bundle Annual S& M x 5 - $9,000.00 Year 4(Aug 1 2021-July 31"2022) You currently purchasing EzeScan (Con-Current) DM/BCR Bundle Annual S& M x 5 - $7,500.00 Year 1 (Aug 1 2022-July 31"2023) You currently purchasing EzeScan (Con-Current) DM/BCR Bundle Annual S& M x 5 - $7,500.00 Because you're paying for licences annually, we would burn the annual renewals annually also. You currently purchasing EzeScan (Con-Current) DM/BCR Bundles The Software Product is $10,860.00 The Annual S & M is $ 2,172.00 New Project Pricing proposed will be—Per Con-Current licence The Software Product $10,320.00 The Annual S & M $ 1,800.00 • This project pricing above is available for any DM Bundle licences purchased during the period- (No Quan Limit) • Annual S & M payments for current licences are due each year for the 1 Aug, so for any new licences purchased during the project period we will also adjust to fall on the same date each year. • Your normal T&C's from the previous purchase will still apply PROCUREMENT AGREEMENT NUMBER: P-18-593-0 Outback Imaging USA, LLC October 11, 2018 ATTACHMENT "A" PAGE 3 of 3 1 can embed this type of wording into your contract if your happy to go ahead and then get it signed off. Let me know if you have any further questions. Regards, Kevin Blackley International Business Development Manager for Outback Imaging USA LLC Office : (323)443-0022 Direct: (323) 443-0023 PROCUREMENT AGREEMENT NUMBER: P-18-593-0 Outback Imaging USA, LLC October 11, 2018 ATTACHMENT "B" PAGE 1 of 3 ezescan ' -,-, Home (/home) » Support(/support) Software Maintenance What does the Annual Software Maintenance cost? • Annual Software Maintenance (ASM) is charged at 20% of the product sale price per year. • Purchase of at least 1 st year of ASM is required with the product purchase. • Customers can elect to purchase 1, 2, 3, 4, or 5 years ASM in advance. • Ongoing ASM is invoiced annually in advance. Renewal invoices are sent to customers prior to ASM expiry. • ASM that has lapsed can be reinstated. An additional 33% reinstatement fee applies to reactivate ASM. What does the payment of the Annual Software Maintenance fee cover? Payment of Annual Software Maintenance entitles customers: • to request product support assistance. Support requests can be submitted by phone or email. • to request product enhancements.The implementation of enhancements is solely at Outback Imaging's discretion. • to request the transfer of an EzeScan licence from one PC to another(with a maximum of one licence transfer per year). A condition of transferring a licence is that the customer agrees that the software will be removed from the old PC and no longer used on that old PC. Licence transfers are granted solely at the discretion of Outback Imaging. • to purchase upgrade modules for their existing EzeScan Software. PROCUREMENT AGREEMENT NUMBER: P-18-593-0 Outback Imaging USA, LLC October 11, 2018 ATTACHMENT "B" PAGE 2 of 3 • to download installation media and patch updates from the support website. From time to time Outback Imaging at its discretion will post new application versions of EzeScan software on the EzeScan website.Software downloads for major version releases (e.g. version 4.3) are available from the EzeScan Installers web page at https://www.ezescan.com.au/downloads/software-downloads/ezescan-installers (https://www.ezescan.com.au/downloads/software-downloads/ezescan-installers). Software downloads for minor version updates (e.g. patch update 4.3.63) are available from the EzeScan Patch Updates web page at https://www.ezescan.com.au/downloads/software- downloads/ezescan-patch-update (https://www.ezescan.com.au/downloads/software- downloads/ezescan-patch-updates). • NOTE: No support is provided if ASM has not been renewed. What does the Annual Software Maintenance fee not cover? • Payment of yearly maintenance does not transfer any ownership of the intellectual property of Outback Imaging to the customer. The Intellectual Property within the EzeScan software is always 100% owned by Outback Imaging, not the customer. • On-site assistance is not covered as part of ASM, but may be requested on a fee payment basis. • Training is not covered as part of ASM, but may be requested on a fee payment basis. How are support requests handled? • Customers with ASM cover are given priority service. • Outback Imaging will respond to all customer ASM support requests using email or phone service. • Support cases are logged in our software case management system. The customer's support issue will be assigned a case tracking number. • Each support case is assigned a priority number from 7 to 1 (7 being lowest, 1 being highest most urgent). • Where possible all ASM services are provided remotely i.e. we do not have to travel to your site. PROCUREMENT AGREEMENT NUMBER: P-18-593-0 Outback Imaging USA, LLC October 11, 2018 ATTACHMENT ••B•• PAGE 3 of 3 • Remote support will require the use of our www.gotomeeting.com (http://www.gotomeeting.com/) meeting service. What are the support helpdesk hours? • Australia/NZ Support helpdesk hours are 8.30 am to 5pm AET, Monday to Friday excluding public holidays. • UK/Europe Support helpdesk hours are 8.30 am to 5pm GMT, Monday to Friday excluding public holidays. • USA/Canada Support helpdesk hours are 8.30 am to 5pm EDT, Monday to Friday excluding public holidays. Here's how to contact Support(/contact-us). Newsletter Sign up to our bi-monthly newsletter. Email Address Submit Latest Tweets • https://t.co/RWrkUtWZOu (https://t.co/RWrkUtWZOu) 4 months 3 weeks ago • https://t.co/jw65DXw31 W(https://t.co/jw65DXw3l W) 4 months 3 weeks ago • https://t.co/gvASb2Xlji (https://t.co/gvASb2Xlji) 4 months 3 weeks ago Contact Us Q Address: 1A/828 Old Cleveland Road, Carina QLD 4152,Australia