Loading...
HomeMy WebLinkAboutP-23-096 ZooBean Inc..pdf DocuSign Envelope ID:6C8437B3-53CC-47CB-8893-ADFAE18A29E9 d-40% County of Fresno INTERNAL SERVICES DEPARTMENT Facilities• Fleet•Graphics• Purchasing •Security•Technology O� 185O PROCUREMENT AGREEMENT Agreement Number P-23-096 March 2, 2023 Zoobean, Inc. 5614 Connecticut Ave. NW Suite#227 Washington, DC 20015 The County of Fresno (County) hereby contracts with Zoobean, Inc. (Contractor)to provide Beanstack Premium Service in accordance with the text of this agreement and Attachment"A", by this reference made a part hereof. TERM: This Agreement shall become effective immediately and shall remain in effect through September 30, 2026. 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 Fresno County Library 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 Thirty Thousand Forty-Four Dollars and Ten Cents ($30,044.10). 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. INVOICE TERMS: Net forty-five (45) days from the receipt of invoice. 333 W. Pontiac Way, Clovis, CA 93612 / (559) 600-7110 *The County of Fresno is an Equal Employment Opportunity Employer* DocuSign Envelope ID:6C8437B3-53CC-47CB-8893-ADFAE18A29E9 PROCUREMENT AGREEMENT NUMBER: P-23-096 Page 2 Zoobean, Inc. March 2, 2023 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 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, P-23-096 ZOOBEAN,INC..DOCX DocuSign Envelope ID:6C8437B3-53CC-47CB-8893-ADFAE18A29E9 PROCUREMENT AGREEMENT NUMBER: P-23-096 Page 3 Zoobean, Inc. March 2, 2023 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 Fresno County Library, 2420 Mariposa, 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. 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-23-096 ZOOBEAN,INC..DOCX DocuSign Envelope ID:6C8437B3-53CC-47CB-8893-ADFAE18A29E9 PROCUREMENT AGREEMENT NUMBER: P-23-096 Page 4 Zoobean, Inc. March 2, 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 orjudicial 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 C O rn U e I I e Date:2023.03.07 14:41:57-08'00' Gary E. Cornuelle Purchasing Manager 333 W. Pontiac Way Clovis, CA 93612 GEC:HS P-23-096 ZOOBEAN,INC..DOCX DocuSign Envelope ID:6C8437B3-53CC-47CB-8893-ADFAE18A29E9 PROCUREMENT AGREEMENT NUMBER: P-23-096 Page 5 Zoobean, Inc. March 2, 2023 CONTRACTOR TO COMPLETE: Company: ZOobean INC Type of Entity: ❑ Individual ❑ Limited Liability Company ❑ Sole Proprietorship ❑ Limited Liability Partnership ■� Corporation ❑ General Partnership 3100 Clarendon Blvd #200 Arlington VA 22201 Address City State Zip 202-321-6267 202-355-6751 billingteam@zoobean.com TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS Print Name & Felix Lloyd - CEO Jeff Martin - CFO Title: y Print Name &Title: ED/ooccuSignee7d/-by: 18310CACHA7493 Signature: Signature: ... ACCOUNTING USE ONLY ORG No.: 75110400 Account No.: 7295 Requisition No.: 7512300274 (08/2022) P-23-096 ZOOBEAN,INC..DOCX DocuSign Envelope ID:6C8437B3-53CC-47CB-8893-ADFAE18A29E9 Attachment "A" P-23-096 5614 Connecticut Ave. NW 412.532.6367 • " Suite#227 contact@zoobean.com ,040 '' �, Washington,DC 20015 zoobean.com to00' ZOOBEAN1% 91 LICENSE AGREEMENT FRESNO COUNTY PUBLIC LIBRARY (THE "LIBRARY") Product Name Type Annual License Beanstack Premium Service Implementation Fee $0.00 USD Subscription with California — Free now Beanstack Premium Service through September 30, 2023 $0.00 USD Subscription Year 1—October 1, 2023 Beanstack Premium Service to September 30, 2024— 15% Discount $10,014.70 USD Subscription Year 2—October 1, 2024 Beanstack Premium Service $10,014.70 USD to September 30, 2025— 15% Discount Beanstack Premium Service Subscription Year 3—October 1, 2025 $10,014.70 USD to September 30, 2026— 15% Discount FIRST YEAR LICENSE AMOUNT: $10,014.75 USD TOTAL LICENSE AMOUNT: $30,044.10 USD Subscription Subscription price above based on a multi-year commitment beginning on the "Effective Date" and continuing in force until September 30, 2026 (the "Initial Term"). Subscription fees to be invoiced annually, starting on the Effective Date, due by December 31, 2023. Product/Service Description Beanstack provides a mobile-friendly site for local families to participate in the Library's reading challenges, including summer reading, winter reading, and activity challenges. Families gain tools to register, log their reading, and earn incentives. For staff, Beanstack makes it easy to register users, create reading and activity challenges, and produce extensive reports. Product/Service Requirements Beanstack is a mobile responsive web application. It requires a modern web browser and can be accessed by students, teachers, families, and staff inside and outside of the Library. The license for the Essential Package will include the following: • Custom, mobile responsive site • Family, classroom, and group registration • Concurrent reading challenge system • Virtual badge system • Virtual points system • Reading logging system • Activity logging system DocuSign Envelope ID:6C8437B3-53CC-47CB-8893-ADFAE18A29E9 Attachment "A" P-23-096 • Book reviews system • Site customization tools • Reading challenge set-up tools and templates • Administrative tools for staff to provide user service • Library staff"Add Reader" and "Find A Person" system • Prize and drawings system • Reading lists and activity track system and templates • Data reports and insights for admins The license for the Plus Package will include all features of the Essential service plus the following: • Logging by ISBN capture on mobile phones • Picture reviews system The license for the Plus Package will include all features of the Beanstack Tracker mobile app, including the following: • Logging by ISBN scan • Timed reading sessions • Reading history and active reading log • Reader streaks and achievements • Reader statistics wizard by pages, minutes, days, and titles per day, week, month, and year The license for the Premium Package will include all features of the Essential & Plus licenses plus the following: • Personalized book recommendation system for kids • Personalized book recommendation system for teens • Personalized event recommendations • Weekly personalized emails • Direct links to library catalog The license for the Premier Package will include all features of the Essential & Plus & Premium licenses plus the following as these features and services become available: • Beanstack Reading Fundraiser platform for public libraries • 10% success fee rate on reading fundraiser donations through Beanstack • ISBN web scanner feature • 15% discount on all Badge Book • First choice access to bilingual Badge Books • Early access to select new features • Exclusive conference event invitations All licenses include the following: DocuSign Envelope ID:6C8437B3-53CC-47CB-8893-ADFAE18A29E9 Attachment "A" P-23-096 • Persistent user accounts • Ongoing new content and reading challenges • Virtual badge library • Print and digital marketing templates • On-demand video training access • Hosting, maintenance, and technical support as described in Exhibit A Legal Terms & Conditions 1. Unless otherwise stated, the terms and conditions of this quotation constitute an offer by Zoobean to sell products and services to the Library, and if accepted by the Library, constitute a legally- binding obligation by the Library to purchase such products and services. The terms and conditions of this quotation are valid through January 31, 2023 and if not accepted by the Library within said time period, shall be deemed automatically revoked. 2. The Library retains ownership of all data created by the Library's users. This includes user contact information, reading logs, and any user-created content such as reading lists, and book reviews. The software requires username, first name, age, and password. The Library may choose to collect additional registration fields including school, gender, grade level, zip code, local area, phone number, and email address. 3. Zoobean does not require the collection of personally identifiable information. If Library chooses to include registration fields that may classify as personally identifiable information, Zoobean will protect this information. The website uses a Hypertext Transfer Protocol Secure (HTTPS)to secure and encrypt user data over computer networks. The use of cookies and online tracking is minimal and GDPR compliant. 4. Zoobean agrees to delete all data created by the Library's users at anytime upon receipt of a request for deletion. The Library shall give notice to Zoobean of any request for the deletion of such information. Zoobean shall then have three (3) days from the date it receives such notice to execute the deletion of all data created by the Library's users. 5. Zoobean does not sell or trade user information for marketing, advertising, or other use under any circumstances. Zoobean may release user information when the company believes release is necessary to comply with law, enforce our site policies, or protect ours or others' rights, property, or safety. 6. Unless otherwise specified in this quotation, payment terms for the products and services herein are net sixty (60) days from the invoice date. 7. The terms and conditions of this quotation may be rejected, modified or superseded only by a written agreement mutually signed specifying the rejection, modification or supersession of the terms and conditions. DocuSign Envelope ID:6C8437B3-53CC-47CB-8893-ADFAE18A29E9 Attachment "A" P-23-096 8. Payment for Zoobean products and services constitutes pre-payment for subscription for the 12 months following the Effective Date. 9. Zoobean products may renew for twelve (12) month terms (a "Renewal Period") following the expiration of the initial product term. The Library or Zoobean may cancel only by notifying the other party in writing of its intention not to renew at least ninety (90) days prior to the expiration of the current term. 10. Payment for Zoobean Renewal Periods is prepaid. Payment for any pro-rated portion of a Renewal period is due to Zoobean within thirty (30) days of the date of receipt of an invoice from Zoobean for the pro-rated term. 11. If Library fails to pay Zoobean any sums due under this quotation on a timely basis, Zoobean reserves the right to discontinue maintenance, subscription and/or hosting services. 12. Zoobean's Client Success Department will contact Library after completion of this agreement to arrange a meeting to discuss the delivery/installation process and schedule at a date and time that is mutually agreeable to the Zoobean and the Library. 13. Zoobean represents and warrants that all such products and services shall be performed in a professional and workmanlike manner. Zoobean warrants that the products will be delivered and the services will be performed and delivered according to provisions set forth in the License Agreement. 14. Entire Agreement: This License Agreement, together with the terms and conditions of Exhibit A, shall constitute the complete and final agreement between Zoobean Inc. and the Library with respect to the services listed above. ZOOBEAN, INC. FRESNO COUNTY PUBLIC LIBRARY By: By: Vgnature Signature Name: Felix Lloyd Name: Print or Type Print or Type Title: CEO Title: Date: 1/25/2023 Date: DocuSign Envelope ID:6C8437B3-53CC-47CB-8893-ADFAE18A29E9 Attachment "A" P-23-096 EXHIBIT A Service Level Agreement (SLA) Severity Incident Response Resolution Customer Update Escalation Time Effort Interval Level 1 Critical outage on the Service 1 Hour Highest priority— Every 4 Hours Escalated to or other components or Zoobean's full upper applications associated with technical staff management, the Service,and no working 240 to twice per day. workaround is immediately solve the issue, available. until completion. • Critical services—Service is down and Users cannot perform core functions of the Service on their accounts. • Digital operations have been disrupted and Users cannot log onto the Service. A Service outage does not include loss of connectivity or access for a single or small subset of users.Severity Level 1 tickets are also not related to errors on mobile platforms, such as Apple Whone or Wad, Android devices, Kindle,etc. DocuSign Envelope ID:6C8437B3-53CC-47CB-8893-ADFAE18A29E9 Attachment "A" P-23-096 Level 2 Major functionality on the 2 Hours High priority— Every 12 Hours Escalated to Service or other components Zoobean's full upper or applications associated with technical staff management, the Service is affected, but a working 12x5 to once per day. temporary workaround is solve the issue, available. until completion. Major functionality is impaired, although the Service is available and operational. • Users are able to connect to the Service,although some core functions of Service are affected. • Operations can continue only in a restricted fashion. Level 3 Minor functionality on the 24 Hours Medium priority— Every 24 Hours Service or other components Zoobean's or applications associated with technical staff the Service is not working as working 8x5 to expected and a workaround is solve the issue, available. until completion. Level 4 General usage questions 48 Hours Low priority— Send one-time regarding the Service or other Zoobean's acknowledgement components or applications technical staff email. associated with the Service. working 8x5 to solve the issue. • Cosmetic issues,including errors in documentation. • Enhancement requests (cases initially opened via email will be assigned a Severity Level 4 by default) DocuSign Envelope ID:6C8437B3-53CC-47CB-8893-ADFAE18A29E9 Attachment "A" P-23-096 User Support Zoobean will use commercially reasonable efforts to provide Secondary Support to the Library. The Library shall be responsible for providing Primary Support to its Users. Zoobean will ensure it has adequate staff and resources to provide Secondary Support by phone or other electronic means during the Library's business hours. Uptime Requirement/Downtime Excluding Scheduled Downtime, Zoobean guarantees a 99.5% uptime. All scheduled maintenance Zoobean performs, including platform maintenance, upgrades, or other servicing of its Digital Content Platform shall be during Off-Peak Hours. Scheduled Downtime will not normally exceed thirty (30) minutes in duration. Zoobean shall provide the Library with forty-eight (48) hours advance notice of any Scheduled Downtime that is expected to last less than four (4) hours. In the event any Scheduled Downtime is expected to last over four(4) hours in duration,say for a major release, Zoobean shall notify Library and its Users at least seventy-two (72) hours in advance of that downtime. Zoobean shall use its best efforts to limit Scheduled Downtime to a maximum of six (6) times within a 90-day period; any Scheduled Downtime that exceeds this maximum limit shall be treated as Unscheduled Downtime. Performance Guarantees If Unscheduled Downtime equals or exceeds four (4) hours in given Calendar Month, Library shall be entitled to a credit from Zoobean in an amount equal to one-twelfth (1/12) of the agreed-upon annual subscription license fee for the then-current subscription year, times the applicable percentage (%) below, which is based upon the total number of hours of Unscheduled Downtime during a Calendar Month. Amount of Unscheduled Downtime in a Calendar Month/Percentage of Credit: 4 to 7 hours- 25% 7.1 hours to 16 hours - 50% 16.1 hours to 24 hours- 75% Over 24 hours - 100% Library may elect for Zoobean to apply the calculated credit to the next invoice issued by Zoobean to Library or for Zoobean to issue payment to Library for the calculated credit, to be paid within thirty(30) days. Should Unscheduled Downtime exceed 168 hours during a 90-day period, said downtime may be considered a Material Default by the Library, and the Library may elect to enforce the termination provisions and remedies provided in the Agreement for Material Default.