HomeMy WebLinkAboutAgreement A-23-031 Amendment to Agreement with VertiQ.pdf Agreement No. 23-031
1 AMENDMENT NO. 1 TO AGREEMENT 20-011
2 This Amendment No. 1 to Service Agreement ("Amendment No. 1") is dated
3 January 24, 2023 and is between VertiQ Software. LLC, a California limited liability
4 company, whose address is 36 Chatham Ct. San Jose. CA 95139 ("Contractor"), and the
5 County of Fresno, a political subdivision of the State of California ("County").
6 Recitals
7 A. On January 7, 2020, the County and the Contractor entered into Agreement number 20-
8 011 ("Agreement") for software products used by County Coroner and Medical Examiners
9 (CME) to track and report on deceased cases.
10 B. The Sheriff's Office has used VertiQ Software to record documents. collate case files
11 including weights and measures. for specimen case tagging, overhead camera recording.
12 invoicing and billing, body storage. California Highway Patrol reporting, digital image files.
13 specimen scanning/ imaging, and public facing records provision.
14 C. The Agreement compensation amount of $258,980 during the potential 5-year term has
15 proven insufficient to keep up with the upgrades for the Sheriff's Office's necessary software
16 needs.
17 D. The County and the Contractor now desire to amend the Agreement to increase the
18 maximum compensation amount of the Agreement to provide for the necessary upgrades and
19 increase the number of CME-V3 user licenses.
20 The parties therefore agree as follows:
21 1. A portion of Section VI (Compensation/ Invoicing) of the Agreement located on page 29,
22 lines 12-21, is deleted in its entirety and replaced with the following:
23 "In no event shall total compensation paid for all services performed
24 under this Agreement exceed $370.572 during the entire potential five-year term
25 of this Agreement: the total compensation paid for a partial (prorated) first year.
26 through the third year of web-based CME-V3 without cloud-based hosting is
27 $98,050, not to exceed $137,260 if extended for a 4'h and 51h year.
28
1
1 The expenditure maximum for conversion from DOS to the web-based
2 CME - V3 operating system is a one-time cost of $66,480.
3 The potential maximum 5-year expenditure for support services is $7,000.
4 The potential. additional cost for utilization of cloud-based data hosting
5 provided by Contractor for the first three-year base term, is an additional
6 $28,225, not to exceed $48,240 if extended for a 41' and 511' year.
7 The maximum expenditures for the development phases in upgrading
8 Contractor's Software shall not exceed $100,000. The County has provided a list
9 of current changes and upgrades requested in Exhibit C. Exhibit C is a
10 breakdown of the work and hours that will go into Development Phase 1 B. 2, 3.
11 and 4. Each change is organized into phases and includes an estimate of hours
12 needed to complete each item. The County is requesting a bank of hours so that
13 the work can be flexible. and the list might have items added or removed as the
14 County's needs may change. The work and progress will be monitored by the
15 Sheriff's IT department. which will decide what project the hours will be allotted
16 to. Contractor shall bill County for hours worked on Development Phase 1 B. 2,
17 3. and 4 upon completion of each phase. Contractor shall bill at hourly rate of
18 5117.61 for the first 675 hours. Any additional hours over the 675 will be quoted
19 and billed at the standard development rate of $175. Exhibit C includes a
20 breakdown of the total costs for the additional licenses and Phase 1 B 2. 3. and 4
21 changes. This includes a one-time cost for additional licenses at a cost of$4.830
22 each, for a total of $9,660 for 2 additional licenses (in addition to the current 15
23 user licenses already in place) and $1,932 for first year annual maintenance for
24 the additional 2 licenses."
25 2. When both parties have signed this Amendment No. 1, the Agreement, and this
26 Amendment No. 1 together constitute the Agreement.
27 3. The Contractor represents and warrants to the County that'.
28
2
1 a. The Contractor is duly authorized and empowered to sign and perform its obligations
2 under this Amendment No. 1.
3 b. The individual signing this Amendment No. 1 on behalf of the Contractor is duly
4 authorized to do so and his or her signature on this Amendment No. 1 legally binds
5 the Contractor to the terms of this Amendment.
6 4. The parties agree that this Amendment No. 1 may be executed by electronic signature
7 as provided in this section.
8 a. An "electronic signature" means any symbol or process intended by an individual
9 signing this Amendment No. 1 to represent their signature. including but not limited
10 to (1) a digital signature; (2) a faxed version of an original handwritten signature, or
11 (3) an electronically scanned and transmitted (for example by PDF document)
12 version of an original handwritten signature.
13 b. Each electronic signature affixed or attached to this Amendment No. 1 is deemed
14 equivalent to a valid original handwritten signature of the person signing this
15 Amendment No. 1 for all purposes, including but not limited to evidentiary proof in
16 any administrative or judicial proceeding, and (2) has the same force and effect as
17 the valid original handwritten signature of that person.
18 c. The provisions of this section satisfy the requirements of Civil Code section 1633.5,
19 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code. Division 3, Part
20 2, Title 2.5, beginning with section 1633.1).
21 d. Each party using a digital signature represents that it has undertaken and satisfied
22 the requirements of Government Code section 16.5, subdivision (a). paragraphs (1)
23 through (5). and agrees that each other party may rely upon that representation.
24 e. This Amendment No. 1 is not conditioned upon the parties conducting the
25 transactions under it by electronic means and either party may sign this Amendment
26 No. 1 with an original handwritten signature.
27 5. This Amendment No. 1 may be signed in counterparts, each of which is an original, and
28 all of which together constitute this Amendment No. 1.
3
1 6. The Agreement as amended by this Amendment No. 1 is ratified and continued. All
2 provisions of the Agreement and not amended by this Amendment No. 1 remain in full force and
3 effect.
4 [SIGNATURE PAGE FOLLOWS]
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
4
I The parties are signing this Amendment No. 1 on the date stated in the introductory
2 clause.
3
VertiQ Software, LLC COUNTY OF FRESNO
4
5
6 Anthony Kessel, CEO Sal i er , C irman of the Board of
Supetyaor e County of Fresno
7 PO Box 787
Morgan Hill, CA 95037-0787 Attest:
8 Bernice E. Seidel
Clerk of the Board of Supervisors
9 County of Fresno, State of California
10
11 Deputy
12 For accounting use only:
13 Org No.: 31112425
Account No.: 7311
14 Fund No.: 0001
Subclass No.: 10000
15
16
17
18
19
20
21
22
23
24
25
26
27
28
5
Exhibit C
Scope of Services
Below is a list of current changes/upgrades requested. Each change is organized into phases
and includes an estimate of hours it will take to complete. The County is requesting a bank of
675 hours from the Contractor but can be more hours not to exceed 850 hours with a total
compensation of$79.392 (for 675 hours), not to exceed $100,000 (if 850 hours are used). so
the work can be flexible, as during the software upgrade the County may want to have items on
the list below added or removed. The maximum compensation amount requested for the
development phases is $100,000. Contractor's rate per hour for the first 675 hours will be
$117.61. Any additional hours over the 675 will be quoted and billed at the standard
development rate of $175 per hour.
Feature Number: 17139
ID State Title Tags Time
In
Hours
9028 New File Management Phase IB 16
9979 New Notes Phase IB 1
10301 New Deleting Debtor Phase IB 2
12767 New Banner Phase IB 1
12770 New Create New report Specimen Hold Phase IB 2
12771 New User Worklist Phase IB 8
12795 New Task Configuration Phase IB 6
12839 New Items pages pop up Phase IB 3
12961 New Multiple Incident Phase IB 4
13109 New Daily Briefing Phase IB 6
13984 New New Alert: Case Closed and Active Phase IB 2
Document Request
15044 New SUIDI Attribute Phase IB 8
15045 New Body Status-Daily Storage Billing Phase IB 6
15257 New MECAP attribute update Phase IB 80
17581 New Case Notes Phase IB 1
Deployment activities Phase IB 2
Task Analyst Time Phase IB 73
QA Time Phase IB 49
Client Services Phase IB 28
Total For Phase 1113 298
Feature Number: 8141
ID State Title Tags Time
In
Hours
9025 New Freezer Map Phase II 16
9029 New User Worklist Phase II 2
9030 New Incident Phase II 1
9031 New Medication Entry Phase II 4
9625 New Personnel Phase II 1
9947 New Contact Nok Phase II 4
9950 New Expected Death Phase II 1
9951 New File Management Phase II 4
9952 New Global Phase II 4
9953 New Reports Phase II 8
10330 New Items Pages Phase II 4
11086 New Admin/List of Deputies Assigned Phase II 2
12763 New Tox Result Phase II 1
12765 New Tox Send Out Phase II 1
1 284 1
New Non Human Bones Phase II 2
13291 New Email Phase II 2
13982 New Global Phase II 3
14550 New Attribute Phase II 2
14552 New Death Time Phase II 4
15048 New PA Referral Approval Phase II 10
15421 New Case Assessment Beautification Phase II 11
15422 New Case Assessment Rule Phase II 4
15423 New Case Assessment Case Type Field Phase II 4
Requirement Business Rules
16518 New Case Notes Phase II 3
16760 New Doc Request Phase II 6
16761 New Id Naming Change Phase II 4
Deployment activities Phase II 2
Task Analyst Time Phase II 116
QA Time Phase II 42
Client Services Phase II 21
Total For Phase 11 289
Feature Number: 8659
ID State Title Tags Time
In
Hours
7782 New Add Reported ID/ Pronounced ID Phase III 2
9033 New Personal Effects Phase III 4
12769 New New report Phase III 6
Deployment activities Phase III 2
Task Analyst Time Phase III 11
QA Time Phase IIIE�Ep 28
Client Services Phase III 10
Total For Phase III 63
Feature Number: 8668
ID State Title Tags Time
In
Hours
14184 New Task configuration Phase IV 8
Deployment activities Phase IV 2
Task Analyst Time Phase III 1
QA Time Phase III 4
Client Services Phase III 10
Total For Phase IV I25
Fresno currently has 15 user licenses.
Bank of Cost
Hours
One-Time cost for 2 additional licenses N/A $9,660
• Annual Maintenance for 2 N/A $1,932
additional licenses
Development for Phase 1 B, 2, 3 & 4 675 hrs.(not $79,392 (not to exceed
Changes (listed above) to exceed $100,000)
850 hrs
Total $90,984 (not to exceed
$111,592 Total