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HomeMy WebLinkAboutP-23-052 The Sidwell Company.pdf CO,U County of Fresno INTERNAL SERVICES DEPARTMENT Facilities• Fleet• Graphics• Purchasing •Security•Technology O� 185O ORES PROCUREMENT AGREEMENT Agreement Number P-23-052 February 16, 2023 The Sidwell Company 675 Sidwell Court St. Charles, IL 60174 The County of Fresno (County) hereby contracts with The Sidwell Company (Contractor)to provide Parcel Builder Plus software maintenance in accordance with the text of this agreement and Attachment"A", by this reference made a part hereof. TERM: This Agreement shall become effective March 16, 2023 and shall remain in effect through March 15, 2028. 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 Assessor Recorder Office under this contract. PRICES: Prices shall be firm for the contract period. MAXIMUM: In no event shall services performed and/or fees paid under this Agreement be in excess of One Hundred Thousand Dollars ($100,000.00). 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. INVOICING: An itemized invoice shall be sent 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. 333 W. Pontiac Way, Clovis, CA 93612 / (559) 600-7110 *The County of Fresno is an Equal Employment Opportunity Employer* PROCUREMENT AGREEMENT NUMBER: P-23-052 Page 2 The Sidwell Company February 16, 2023 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 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: 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 P-23-052 The Sidwell Company.docx PROCUREMENT AGREEMENT NUMBER: P-23-052 Page 3 The Sidwell Company February 16, 2023 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,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. Certificates of Insurance are to include the contract number at the top of the first page. 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. 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. P-23-052 The Sidwell Company.docx PROCUREMENT AGREEMENT NUMBER: P-23-052 Page 4 The Sidwell Company February 16, 2023 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. An "electronic signature" means any symbol or process 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. Please acknowledge your acceptance by returning all pages of this Agreement to my office via email or USPS. Please refer any inquiries in this matter to Heather Stevens, Purchasing Analyst, at 559-600-7115 or heastevens(o)fresnocountyca.gov. FOR THE COUNTY OF FRESNO Digitally signed by Gary Cornuelle Gary O rn U e I I e Date:2023.02.22 13:55:24-08'00' Gary E. Cornuelle Purchasing Manager 333 W. Pontiac Way Clovis, CA 93612 GECAS P-23-052 The Sidwell Company.docx PROCUREMENT AGREEMENT NUMBER: P-23-052 Page 5 The Sidwell Company February 16, 2023 CONTRACTOR TO COMPLETE: Company: The Sidwell Company Type of Entity: ❑ Individual ❑ Limited Liability Company ❑ Sole Proprietorship ❑ Limited Liability Partnership a Corporation ❑ General Partnership 616 E Main Street* 4268 St Charles IL 60174 Address City State Zip 630-549-1000 tpellettiere@sidwellco.com TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS Print Name & Joe Labuda Ruth Niermeyer Title: Print Name &Title: Digitally signed by ruth Digitally signed by Joe LaBuda Y1 YY1 niermeyer Joe LaBuda Date:2023.02.2211:27:34 ruth 1 Merl l leyer Date:2023.02.2211:22:56 Signature: -07'00' Signature: -07'00' ACCOUNTING USE ONLY ORG No.: 04200100 Account No.: 7295 Requisition No.: 0001 (08/2022) P-23-052 The Sidwell Company.docx PROCUREMENT AGREEMENT NUMBER: P-23-052 Attachment Page 1 of 3 The Sidwell Company February 16, 2023 A TTACHMENT "A " Software support provided under this Agreement shall include the addressing of COUNTY's questions pertaining to COUNTY's use and operation of Sidwell software by CONTRACTOR's technical staff. COUNTY will receive a level of support that covers all installed Sidwell products, including the Parcel Builder Plus Software suite. Day to day support services provided under this Agreement include: - Use of"Remote Access" to solve problems (ex. GOTO Meeting, Remote Desktop, etc.) - Anticipated response time of less than one (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 Such support will be provided during Sidwell'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 messages providing sufficient contact information so that the call can be returned. All software support request telephone callers will be contacted within one (1) COUNTY business day to initiate a dialog with the caller. COUNTY will also be provided with an email address that can be used to initiate software support requests. All software support email requests will be replied to within one (1) 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 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. Software upgrades ("Upgrades") include all subsequent version of Sidwell software that are 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. Software bugs ("Bugs") include all circumstances wherein a software toll does not perform the 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. P-23-052 The Sidwell Company.docx PROCUREMENT AGREEMENT NUMBER: P-23-052 ��-_ The Sidwell Company •• S i dwell February 16,2023 ►� . The Sidwell Company 100 Illinois Street, Suite 200 St Charles, IL 60174 Phone: 630-549-1000 Fax: 630-549-1111 Official Sidwell Quotation Fresno County, CA Date: 12/08/2022 Item: Sidwell Software Maintenance Annual Maintenance for the following Sidwell Software Products: Fees Year Fees Year Fees Year Fees Year Fees Year 1 2 3 4 5 Parcel Builder plus Maintenances $ 6,279.95 $ 6,593.95 $ 6,923.64 $ 7,269.83 $ 7,633.32 —2 Licenses Legacy Pricing Parcel Builder plus Maintenances — 3 Licenses New Pricing $10,843.75 $11,385.94 $11,955.23 $12,553.00 $13,180.65 Software Maintenance Total $17,123.70 $17,979.89 $18,878.88 $19,822.82 $20,813.96 Contract Term This Agreement becomes effective March 16, 2023 (the "Start Date"). The initial term of this Maintenance and Support Agreement shall begin on the Start Date and end on March 15, 2024. Thereafter,this Maintenance and Support Agreement shall automatically renew on an annual basis, unless terminated by either party upon giving to the other not less than 90 days' notice in writing prior to the end of the initial term or any subsequent anniversary of such date. Agency shall pay the the agreed upon Maintenance and Support Fee in advance for each term of the Maintenance and Support Agreement and where the notice of non-renewal has not been provided in accordance with these terms, the Agency is obliged to pay the Maintenance and Support Fee for the then applicable term. The termination of this Maintenance and Support Agreement by Agency shall not affect the License or the Software License Agreement. Sidwell shall neither refund any Support and Maintenance Fees nor any Billable Fees if this Maintenance and Support Agreement is terminated. Agency acknowledges that if this Maintenance and Support Agreement is terminated, then it will not be eligible to receive the benefits of this Maintenance and Support Agreement. Agency also acknowledges that Sidwell is providing a not to exceed annual increase of 5%to the maintenance and support due to the five (5) year agreement between the Agency and Sidwell. Should the Agency cancel Copyright©2021 The Sidwell Company 100 Illinois Street Suite 200 St Charles, IL 60174 (630) 549-1000 1 www.sidwellco.com PROCUREMENT AGREEMENT NUMBER: P-23-052 _ The Sidwell Company • S i dwell February 16,2023 maintenance prior to the five year term the Agency is responsible for the difference in annual maintenance increase fees greater than 5% issued during the term prior to cancellation if applicable. Copyright©2021 The Sidwell Company 100 Illinois Street Suite 200 St Charles, IL 60174 (630) 549-1000 1 www.sidwellco.com