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Home My WebLink About20-077 Agreement - Qless combined signed v2.pdf CO,U County of Fresno �+ INTERNAL SERVICES DEPARTMENT Facilities• Fleet• Graphics• Purchasing •Security•Technology p� 1s56�p PROCUREMENT AGREEMENT Agreement Number 20-277 July 20, 2020 Qless, Inc. 150 South Los Robles, Suite 900 Pasadena, CA 91101 The County of Fresno (County) hereby contracts with Qless, Inc. (Contractor)to provide Qless scheduling software and related implementation services in accordance with the text of this agreement and Attachment A by this reference made a part hereof. TERM: This Agreement shall become effective July 20, 2020 and shall remain in effect through July 19, 2022. 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 the services as described in Attachment"A" attached, at the rates set forth in Attachment A. ORDERS: Orders will be placed on an as-needed basis by Internal Services Division 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 One Hundred Ninety-eight thousand dollars ($198,000.00). 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. 333 W. Pontiac Way,Clovis,CA 93612/(559)600-7110 *The County of Fresno is an Equal Employment Opportunity Employer PROCUREMENT AGREEMENT NUMBER: 20-277 Page 2 Qless, Inc July 20, 2020 INVOICING: An itemized invoice shall be emailed 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 immediately terminate this Agreement upon 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 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-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. 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: G:\PUBLIC\CONTRACTS&EXTRACTS\2020 CONTRACTS\20-277 QLESS SOFTWARE\20-277 AGREEMENT- QLESS.D000 PROCUREMENT AGREEMENT NUMBER: 20-277 Page 3 Qless, Inc July 20, 2020 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, Chris Jones, chjones@fresnocountyca.gov, 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. G:\PUBLIC\CONTRACTS&EXTRACTS\2020 CONTRACTS\20-277 QLESS SOFTWARE\20-277 AGREEMENT- QLESS.D000 PROCUREMENT AGREEMENT NUMBER: 20-277 Page 4 Qless, Inc July 20, 2020 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); (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. Please acknowledge your acceptance by returning all pages of this Agreement to my office via email or LISPS. Please refer any inquiries in this matter to Louann Jones, Purchasing Analyst III, at 559.600.7118 or liones(abfresnocountvca.gov. FOR THE COUNTY OF FRESNO Digitally signed by Gary onnueGary Cornuelle CDate:ate:2 2 020.07.22 11:09:14 -n7'nn'Gary E. Cornuelle Purchasing Manager 333 W. Pontiac Way Clovis, CA 93612 GEC:lj G:\PUBLIC\CONTRACTS&EXTRACTS\2020 CONTRACTS\20-277 QLESS SOFTWARE\20-277 AGREEMENT- QLESS.D000 PROCUREMENT AGREEMENT NUMBER: 20-277 Page 5 Qless, Inc July 20, 2020 CONTRACTOR TO COMPLETE: Company: QLess, Inc. Type of Entity: ❑ Individual ❑ Limited Liability Company ❑ Sole Proprietorship ❑ Limited Liability Partnership ■❑ Corporation ❑ General Partnership 150 S. Los Robles Ave. Suite 900 Pasadena CA 91101 Address City State Zip 404-353-7046 626-270-4035 zach.zipay@gless.com TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS Print Name & Mr. Zach Zipay-Sales Director Mr. Charlie Meyer-VP of Sales Title: Print Name &Title: Digitally signed by Zachary Digitally signed by charles Zachary Zlpay Dae:2020.07.2211:59:30 Charles rTleyer Date:2020.07.22 13:54:21 Signature: -07'00' Signature: -05,00, ACCOUNTING USE ONLY ORG No.: 8905 Account No.: 7308 Requisition No.: 8905210043 (01/2020) G:\PUBLIC\CONTRACTS&EXTRACTS\2020 CONTRACTS\20-277 QLESS SOFTWARE\20-277 AGREEMENT- QLESS.D000 0 LESS PROCUREMENT AGREEMENT NUMBER: 20-277 Qless, Inc. •••40 July 20,2020 ATTACHMENT A Company Address 150 S Los Robles Ave. Pasadena,CA 91101 US General Information Quote Name County of Fresno,California-3 locations for Created Date 6/1 512 0 2 0 County Expiration Date 8/31/2020 Quote Number 00002774 Email zach.zipay@gless.com Customer Contact Information Contact Name Barney James AP Contact Name Mr. Barney James Phone (559)600-3996 AP Contact Phone 559-600-3996 Email bjames@fresnocountyca.gov Number AP Contact Email bjames@fresnocountyca.gov Address Address Information Ship To Name County of Fresno,California Bill To Name County of Fresno,California Ship To 333 W.Pontiac Way Bill To 333 W. Pontiac Way Clovis,CA 93612 Clovis,CA 93612 United States United States Terms Term of Contract 1 Year Payment Term N 30 Billing Terms Annual Pre-Pay No Set up and Training Prepay upon signing of SO Purchase Order Subscription Fees Subscription starts upon receipt of admin login Required Quote Line Items Product .. Sales Quantity Subtotal Price Initial Kick-Off Call Questionnaire Review Build and QA of environment Account Set-Up Welcome Letter with login information for kiosk, monitor, and Virtual CEC/QM, Reports $2,500.00 1.00 $2,500.00 $2,500.00 Training Training-Foundations and Admin Classes Up to one call for questions,answers during set up Includes: 1 Foundation and 1 Admin Training Session Each additional session is$500 2-way SMS Interactive Queuing Mess iOS and Andriod Apps:Customer Facing Interface Home Kiosk: User Web Join On-site Kiosk:Customer Facing Interface On-site Monitor:Customer Facing Display Customer Engagement Center(CEC):Staff User Interface Command Center(Account Configuration Tool):Staff Interface QLess Historical Reports&Analytics 2-way SMS Ticket Printing Enabled(Requires Ticket Printer) Interactive Basic Mess Support Level $500.00 36.00 $18,000.00 $18,000.00 Queuing OLESS- PROCUREMENT AGREEMENT NUMBER: 20-277 Qless, Inc. •••40 July 20,2020 ATTACHMENT A Company Address 150 S Los Robles Ave. Pasadena,CA 91101 US Package Configuration Per Location: Queues per location: 1-10 Transaction Types/Service Results: 1-12 Per Queue Service Results:30 Per Queue Custom Fields: Unlimited Client Branding within Customer Facing Kiosk and Monitor: Basic Client Logo CSS: No special design requirements for Kiosk or Monitor or CSS Style Sheet is provided by the customer. Click on this link to learn more about Flex Appointments: https://www.qless.com/features/flexappointments/ Basic Flex Appointment Set-up: Flex $250.00 36.00 $9,000.00 100.00% $0.00 Appointments Up to 5:#of Resources(Ex:Agent 1,Counselor, Dr.Jones) Up to 5:Transaction Types(Ex:graduation check,immunization, permit application) Up to 5: Resource Types(Ex:Advisor,Agent, Representative) This is a real-time analytics tool providing key performance Live Dashboard statistics,throughout the day,across the organization using $50.00 12.00 $600.00 100.00% $0.00 QLess. QLess API API Access-over 125 RESTful web service APIs offering Access precise control over queue management,customer experience, $50.00 12.00 $600.00 100.00% $0.00 monitoring,and reporting. Totals&Payment Subtotal $30,700.00 Discount 33.22% Grand Total $20,500.00 Sales Tax Total $0.00 Grand Total New $20,500.00 Package and Training Details QLess Training Virtual Training Included Details QLess Support Options&Miscellaneous Notes Multiple Location Barney R. James I SR. Business BASIC SUPPORT-Included at no charge Discount Systems Analyst •Access to Knowledge Base Internal Services Department • Phone and Email Support Administration PREMIUM SUPPORT-20%OF ANNUAL LICENSE FEES ($3,000 333 W.Pontiac Way,Clovis,CA 93612 Minimum) Main Office(559)600-6200 1 Direct(559) 600-9641 •20%of Annual Licensing($3,000 Minimum) •Access to Knowledge Base • SLA with faster resolution time Miscellaneous Qless has agreed to the following pricing • Online, Phone with Zendesk Talk and Email Support Notes structure with the county of Fresno,CA. County of Fresno,California 0 LESS PROCUREMENT AGREEMENT NUMBER: 20-277 Qless, Inc. •••40 July 20,2020 ATTACHMENT A Company Address 150 S Los Robles Ave. Pasadena,CA 91101 US Depts. Cost dept./per mo. Max cost at 5, 10, 19 and 28 locations 1-5 $500 5 x$500 _ $2,500 month 6-10 $400 10 x$400 _ $4,000 month 11-19 $300 19 x$300 = $5,700 month 20-28 $250 28 x$250. _ $7,000 month Terms and Conditions TERMS&CONDITIONS: 1. The customer agrees to allow QLess to promote that you are a customer of QLess. 2. The customer is responsible for providing electricity, Internet access,a computer,and a QLess-supported browser at each point of service. 3. Payable upon receipt 4. The launch is defined as the Delivery of the standard QLess solution along with the admin login. 5. In the QLess iOS and Android Apps,customers have to be provided the ability to request priority and trade places with another customer 6. To avoid interruption of service,the contract will auto-renew for successive terms(1-time fees excluded)until canceled in writing at least 90 days in advance of the end of the then-current term. 7. Rates above include account setup, initial configuration&training. 8. This Service Order outlines the project and all the deliverables by QLess. It supersedes all prior agreements or discussions with the company. 9. Unless otherwise noted,client subscription will begin upon receipt of the Engineering welcome letter and when admin access is granted or continued.This shall also constitute the renewal date upon completion of the subscription term. In exceptional instances where renewal invoicing is delayed while services are still active,any lapsed invoicing periods will be retroactively applied,and the renewal date will remain as aforementioned. 10. This contract is subject to QLess Terms and Conditions that can be found at https://www.gless.com/terms/ Customer and QLess Signature Account Name County of Fresno,California Company Name QLess Name Gary Cornuelle Prepared By Zach Zipay Signature Digitally signed by Gary Title Sales Director,Government Sales Gary O 11l U e a Date:2020.07.22 11:09:50 Date -07'00' Signature Date