HomeMy WebLinkAboutP-23-218 Great Place to Work Agreement.pdf COUNTY OF FRESNO
PROCUREMENT AGREEMENT P-23-218
Great
Place
TO
Work.
Great Place To Work is the global authority on workplace culture, employee
experience and the leadership behaviors proven to deliver market-leading revenue
and increased innovation. We help companies around the world survey their
employees, benchmark their results, identify gaps and improve their workplace
culture
Certification is a two-step process that includes:
(1) surveying your employees via our Trust IndexTMSurvey
The Trust Index measures employee experience across the five focus areas of our
Trust Model. Each major focus area is made up of 3 related components and all
standard survey statements map back to these major dimensions.
(2) completing the Culture Brief TM, a short questionnaire about your workforce.
Key Data Privacy Points::
• Employee participation in any Great Place to Work survey is completely optional
and voluntary.
• We will never reveal employee identity to employers. Providing specific personal
identification such as name or address is never mandatory.
• Default demographic information collected is Managerial Level, Gender, Age,
Tenure and Work Status. This information is kept confidential.
• Our surveys measure employees' perception of the workplace and the quality of
relationships therein.
• Responses are always kept confidential.
• Email addresses and individual demographic profiles will not be linked with a set
of individual responses.
• Our technology is built to the highest GDPR security standards:
- European Union 2016 General Data Protection Regulations (GDPR)
- California Consumer Protection Act of 2018 AB 375 (CCPA)
- US/EU and US/CH Privacy Shield
- Asia-Pacific Economic Cooperation (APEC) Cross Border Privacy Rules
COUNTY OF FRESNO
PROCUREMENT AGREEMENT P-23-218
GREAT PLACE TO WORK@ INSTITUTE INC.
ORDER FORM
Company: The County of Fresno
Effective Date:
This Order Form is effective as of the Effective Date (as identified above) for the purchase by the customer
identified in the signature block below ("Customer") of the products and services listed below from Great
Place To Work Institute Inc. ("GPTW"). The pricing quoted in this Order Form expires: 5/31/2023 12:00:00 AM
PRODUCTS AND SERVICES*
PRODUCTS •
Leverage EmprisingTM,GPTW's people analytics platform,to
review survey results modules including interactive dashboards,
comparison filters,heat maps,applicable benchmarks,
comments and .CSV or.DOC exports,where applicable.
Subscription includes(1)CertificationTm and Best WorkplacesTM
List-eligible Trust Index@ Survey*.Ability to add custom
statements and demographics as well as unlimited custom
surveys(not seeking CertificationTM or Best WorkplacesTm Lists).
Accelerate $50,000.00
Includes one(1)30 to 60-minute virtual conversation with an
experienced Culture Coach following Certification-eligible
Trust Index@ Survey(US specific)and a dedicated Customer
Success Manager for onboarding and survey support.
*Organizations with 5,000 or fewer country-based employees
must invite all employees to survey.Organizations with 5,001+
country-based employees must invite a random sample of at
least 5,000 employees to survey.
Enables managers to access customized survey results in
Manager Access Emprising Analytics module. Access available for remainder of $4,000.00
12-month subscription (length varies).
*All Products and Services shall automatically renew per the terms below unless otherwise specified.
SUBSCRIPTION AND PAYMENTS
3BSCRIPTION •TAL PRICE"
12 months $54,000.00
**Plus applicable tax.
The Initial Term of the subscription as detailed in this Order Form shall begin as of the Effective Date and
continue for the Initial Term Length stated above (the Initial Subscription Term). Upon the expiration of the
Initial Subscription Term, this Order Form shall automatically renew for successive periods of twelve (12)
months (each a "Renewal Subscription Term"), unless either Party provides written notice to the other Party
of its intent not to renew at least thirty (30) days prior to the expiration of the Initial Subscription Term or
any then current Renewal Subscription Term. Non-renewal requests must be submitted to
US LegaISup12ort@cireatl2lacetowork.com.
Contract No.:7053283 1
Order Form No.:0064R00001Fo7D6QAJ
,MCOUNTY OF FRESNO
. PROCUREMENT AGREEMENT P-23-218
If, during the Initial Subscription Term or Renewal Subscription Term, Customer meets the Certification
Eligibility Requirements described in https://www.greatr)lacetowork.com/certification-best-workplaces-
lists-terms, Customer will be designated as Great Place To Work@ Certified TM. Customer's designation as
Great Place to Work Certified will continue only for twelve months from the date Customer receives the
designation ("Certification Period"). The Certification Period shall be twelve months only, irrespective of
whether the Order Form's Initial Subscription Term or Renewal Subscription Term is then in effect or has
expired. Customer acknowledges and agrees that Customer's designation as Great Place To Work
Certified does not automatically renew after the expiration of the Certification Period. Customer must
meet the then current Certification Eligibility Requirements during an active Initial Subscription Term or
Renewal Subscription Term to be designated as Great Place To Work Certified for any additional
Certification Period. Customer may only survey their employees for purposes of achieving Certification
during an active Initial Subscription Term or Renewal Subscription Term. As the majority of customers
complete the Certification process within 90 days of the start of an Initial Subscription Term or Renewal
Subscription Term, the Subscription Term and Certification Period will not be the same.
All GPTW orders are final, non-cancellable and not refundable. During the Term of the Agreement,
Customer will be able to utilize the Products and Services listed in this Order Form, including survey(s),
report packages, online data analytics, and manager access.Prices for the above Products and Services
shall be increased once during each Renewal Subscription Term,will be five percent (5%) or the
Consumer Price Index, whichever is higher.
GPTW's fees do not include any taxes, levies, duties, or similar governmental assessments of any nature
("Taxes"), assessable by any jurisdiction whatsoever. Customer is responsible for paying all Taxes
associated with its purchases or subscriptions, other than Taxes assessed against GPTW for its income,
property, or employees. If GPTW has the legal obligation to pay or collect Taxes for which Customer is
responsible under this section, GPTW will invoice Customer and Customer will pay that amount unless
Customer provides GPTW with a valid tax exemption certificate authorized by the appropriate taxing
authority. GPTW will continue to include Taxes on the invoice until Customer provides a valid and current
tax exemption certification to the following email address:
US AccountsReceivable@areatplacetowork.com.
Dependent upon the Services purchased, additional fees may apply for changes to employee count per
country and/or Certification, delivery dates and/or requests made by Customer that require additional
work, such as filling out security surveys, vendor registration forms, etc.Should additional fees apply,
Customer will be invoiced accordingly.
Contract No.:7053283 2
Order Form No.:0064R00001Fo7D6QAJ
COUNTY OF FRESNO
PROCUREMENT AGREEMENT P-23-218
Billing Contact Name: David McCurry,Principal Analyst Customer 2220 Tulare Street,Suite 1600
Address: Fresno,CA 93721
USA
Billing Contact Email: dmccurry@fresnocountyca.gov
Billing Contact Phone: 559-600-181 1
Payment Frequency: 100%Invoiced upon signature
Payment Terms: Net 45 Days
PO#: N/A
(If PO not required,enter"N/A")
Please send a copy of PO to US_AccountsReceivable@greatplacetowork.com
Check box if sales fax exempt:
Customer must send a valid and current sales tax exemption certification to the following email address:
US-AccountsReceivable@greatplacetowork.com
Please note,should Customer prefer to pay by credit card,an
additional 3%charge will be incurred for Order Forms greater than$2,000.
CONTACTPRIMARY
to Customer's data and responsible for user account maintenance,including that of Secondary contact,if
Contact Name: Hollis Magill Customer 2220 Tulare Street, Suite 1600
Address: Fresno,CA 93721
USA
Contact Email: hmagill@fresnocountyca.gov
Contact Phone: 559-600-1800
SECONDARY •
Secondary point of contact for GPTW if Primary Contact is unavailable and is authorized by Customer to goverri
access to Customer's data and responsible for user account maintenance.Secondary Contact must be different
from •ry Contact.
Contact Name:
Contact Email:
Contact Phone:
Contract No.:7053283 3
Order Form No.:0064R00001Fo7D6QAJ
COUNTY OF FRESNO
PROCUREMENT AGREEMENT P-23-218
The Parties hereby agree that this Order Form incorporates by reference and is governed by the terms and
conditions of the Addendum to Great Place to Work@ Institute Inc., dated (the Effective Date) between the
Parties. Subject to the Addendum, the Customer hereby agrees that this Order Form incorporates by
reference and is governed by the terms and conditions available at
https://www.greatl2lacetowork.com/12roducts-services-agreement (PSA), the security survey information at
https://www.greatl2lacetowork.com/external-security-loolicy (ESP), and
https://www.greatl2lacetowork.com/certification-best-workplaces-lists-terms (Certification Terms) (all
together, the "Agreement"). In the event of a conflict between or among the aforementioned documents,
the Parties agree that the order of priority to resolve the conflict shall be: (1)the Addendum, (2) this Order
Form, (3) the PSA, (4) the ESP, and (5) the Certification Terms. Should Customer require GPTW to consider
amending the PSA, review a different Customer agreement and/or a Customer security survey, or provide
Certificates of Insurance, Customer agrees to pay additional invoices for these services as specified and
explained at https://www. rq eatQlacetowork.com/aptw-lpolicy-explanation. GPTW will notify Customer of
the applicable fees prior to completing any work.
All capitalized terms used but not defined in this Order Form have the meaning given them in the PSA.
The Agreement supersedes any other terms, including, but not limited to, any terms and conditions in
Customer's purchase orders. All fees are earned in advance and are non-refundable. The above
products are deemed accepted upon the signing of this Order Form. GPTW reserves the right to
discontinue and replace products/services with ones of comparable value or offer prorated refunds.
Each person signing this Order Form represents and warrants that they have full authority to execute this
Order Form for the party on whose behalf they are signing, and Customer has read and understands and
accepts all the terms of the Agreement.
The County of Fresno ("Company") Great Place To Work Institute, Inc.
("GPTW")
Digitally signed by Gary
Gary Comuelle
By: Cornuelle Date:2023.05.19 By.
14:15:19-07'00'
Print Name: Gary Cornuelle Print Name: Kelly Macey
Title: Purchasing Manager Title: Director
Date: 5/19/2023 Date
Contract No.:7053283 4
Order Form No.:0064R00001Fo7D6QAJ
COUNTY OF FRESNO
PROCUREMENT AGREEMENT P-23-218
ADDENDUM TO
GREAT PLACE TO WORK® INSTITUTE INC.
ORDER FORM
Company: The County of Fresno
Effective Dat%f,��T
This Addendum to Order Form ("Addendum") is effective as of the Effective Date (as
identified above) for the purchase by the customer identified in the signature block
below ("Customer") of the products and services listed in the accompanying Order
Form No. 0064R00001 Fo7D6QAJ ("Order Form") under Contract No.: 7053283, from
Great Place To Work Institute, Inc. ("GPTW").
The Order Form references the GPTW Products and Services Agreement, dated
February 1, 2022 (hereinafter referred to as the "PSA"), the GPTW Privacy & Security
Notice, and the Terms & Conditions for GPTW Certification and Best Workplaces List
("Certification Terms") all of which make up the entire Agreement between Customer
and GPTW (hereinafter referred to as the "Agreement").
By executing this Addendum, GPTW and Customer agree, at no additional cost to
Customer, to modify the Agreement as follows:
1.
In section 1 of the PSA, entitled "DEFINITIONS," Section 1.11 is deleted in its entirety and
replaced with the following:
"`Data Protection Laws' means federal Data Protection Laws and Data
Protection Laws of the State of California, including the California Consumer
Privacy Act of 2018, AB 375, CA Civ Code §1798.192 (2018) (CCPA)."
2.
In section 1 of the PSA, entitled "DEFINITIONS," Section 1.13 is deleted in its entirety.
3.
In Section 8 of the PSA, entitled "DATA PRIVACY," Section 8.1 is deleted in its entirety
and replaced with the following:
"8.1 GPTW represents and warrants that during the Term it complies with the
California Consumer Protection Act of 2018 AB 375, CA Civ Code § 1798.192
(2018) (CCPA). GPTW DOES NOT SELL PERSONAL DATA to any third party."
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COUNTY OF FRESNO
PROCUREMENT AGREEMENT P-23-218
4.
In Section 8 of the PSA, entitled "DATA PRIVACY," Section 8.2 is deleted in its entirety
and replaced with the following:
"8.2 In connection with the Services, GPTW may receive, process and store
Personal Data in the United States. Personal Information received by GPTW will
be protected by GPTW as described in the Section above. In the event that
consent of any individual is required to be obtained before transfer of Personal
Information to GPTW, Customer is responsible for obtaining the consent of any
affected individual. Said consent needs to be freely given, specific, informed,
unambiguous and given by a statement or clear affirmative action."
5.
In Section13.15 of the PSA, entitled "Disputes," the following sentence is deleted:
"If such efforts are not successful then the Parties shall submit any dispute arising
from or related to this Agreement to binding arbitration by a single arbitrator in
accordance with the rules of the American Arbitration Association in
Massachusetts, United States."
And is replaced with the following sentence:
"If such efforts are not successful then the Parties shall submit any dispute arising
from or related to this Agreement to binding arbitration by a single arbitrator in
accordance with the rules of the American Arbitration Association in California,
United States."
6.
In Section 13.15 of the PSA, entitled "Disputes," the following sentence is deleted:
"This Agreement, and all matters collateral thereto, shall be governed by the
laws of the United States (including without limitation, U.S. copyright and
trademark laws) and the laws of the State of Delaware applicable to contracts
entered into and to be performed entirely therein, without regard to any choice
of law or conflict of law rules."
And is replaced with the following sentence:
"This Agreement, and all matters collateral thereto, shall be governed by the
laws of the United States (including without limitation, U.S. copyright and
trademark laws) and the laws of the State of California applicable to contracts
entered into and to be performed entirely therein, without regard to any choice
of law or conflict of law rules."
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COUNTY OF FRESNO
PROCUREMENT AGREEMENT P-23-218
7.
In Section 13.15 of the PSA, entitled "Disputes," the following sentence is deleted:
"For any litigation which may otherwise arise with respect this Agreement, the
parties irrevocably and unconditionally submit (i) to the exclusive jurisdiction and
venue (and waive any claim of forum non conveniens and any objections as to
laying of venue) of the United States District Court for the State of Massachusetts,
or (ii) if such court does not have jurisdiction, to the appropriate State court
sitting in Middlesex County, Massachusetts, in connection with any action, suit or
proceeding arising out of or relating to this Agreement and the subject matter of
this Agreement, whether in contract, tort (including negligence), or any other
form of action."
And is replaced with the following sentence:
"For any litigation which may otherwise arise with respect this Agreement, the
parties irrevocably and unconditionally submit (i) to the exclusive jurisdiction and
venue (and waive any claim of forum non conveniens and any objections as to
laying of venue) of the United States District Court for the State of California, or
(ii) if such court does not have jurisdiction, to the appropriate State court sitting in
the City and County of San Francisco, California, in connection with any action,
suit or proceeding arising out of or relating to this Agreement and the subject
matter of this Agreement, whether in contract, tort (including negligence), or
any other form of action."
8.
In Section13.15 of the PSA, entitled "Disputes," the following sentence is deleted:
"THE PARTIES HEREBY UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A
JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING UNDER THIS
AGREEMENT."
9.
The provisions of Section 1 to the Appendix of the PSA, entitled "Background
Information," are deleted in their entirety and replaced with the following:
"1. BACKGROUND INFORMATION
The Controller is interested in the workplace accreditation products and services
offered by Processor and Sub-Processor.
The Processor will perform services to the Controller according to an Order Form
and Terms & Conditions entered into between the Parties (the "Service
Agreement"), which includes the processing of personal data on behalf of the
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COUNTY OF FRESNO
PROCUREMENT AGREEMENT P-23-218
Controller for the purpose set forth in Section 1.1. The Processor is established
only in California, and Processor shall not transfer, or otherwise make
available, any personal data to any third country. Therefore, the Parties
have agreed that for purposes of this Agreement, and for the data protection for
the personal data to be processed by Processor on behalf of the Controller, only
California state and federal laws shall apply."
10.
The provisions of Section 2 to the Appendix of the PSA, entitled "Definitions," are
deleted in their entirety.
11 .
The provisions of Section 3 to the Appendix of the PSA, entitled "Controller Obligations,"
are deleted in their entirety and replaced with the following:
"3. CONTROLLER OBLIGATIONS
The Controller warrants that it is allowed under the applicable laws of the United
States and California, to make the personal data available to Processor only in
California.
The Controller warrants that it complies with all its obligations under applicable
laws of the United States and California."
12.
The provisions of Section 5 to the Appendix of the PSA, entitled "Assistance to the
Controller," are deleted in their entirety and replaced with the following:
"5. ASSISTANCE TO THE CONTROLLER
The Processor shall assist the Controller with complying with the fulfilment of the
Controller's obligation to respond to requests for exercising the data subject's
rights pursuant to federal law and California state law: (i) for as far as the
Controller is unable to meet these requirements under these law without the
Processor's assistance, (ii) insofar as providing this assistance is commercially
reasonable in the context of the scope and the extent of the assistance required
and (iii) taking into account the nature of processing and the information
available to the Processor.
The Processor shall be entitled to invoice the Controller for any costs it incurs in
the context of this Section 5 of the Agreement."
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COUNTY OF FRESNO
PROCUREMENT AGREEMENT P-23-218
13.
The provisions of Section 6 to the Appendix of the PSA, entitled "Transfers Outside of the
EEA," are deleted in their entirety.
14.
The provisions of Section 8 to the Appendix of the PSA, entitled, "Confidentiality," are
deleted in their entirety and replaced with the following:
"8. CONFIDENTIALITY
The Processor agrees to not disclose or otherwise reveal information to third
parties as to the processing of personal data under this Agreement, or other
information received by the Processor as a consequence of this Agreement. This
confidentiality obligation is not applicable to information that the Processor is
ordered to disclose to a governmental authority. This obligation of confidentiality
shall survive any termination or expiration of this Agreement."
15.
Exhibit 1, entitled "Standard Contractual Clauses," including its Appendix, and Annex I,
Annex II, Annex III, and Exhibit 2 to the Addendum are deleted in their entirety.
16.
Any and all references in the Agreement to "GDPR, or "the Regulation," or the
"Standard Contractual Clauses (new SCC)" are inapplicable for purposes of the
Agreement.
17.
GPTW will agree to remove the language "Private and Confidential" on the Order Form
executed with Customer.
Notwithstanding anything to the contrary in the Order Form, the PSA, the GPTW Privacy
& Security Notice, or the Certification Terms, this Addendum modified and supersedes
any conflicting terms and conditions of (1) the Order Form, (2) the PSA, (3) the GPTW
Privacy & Security Notice, and (4) the Certification Terms.
The Parties agree that the Agreement shall only be binding and enforceable against
the Parties if the Parties execute this Addendum. This Addendum shall begin as of the
Effective Date and continue for the Initial Subscription Term and any Renewal
Subscription Term, as those terms are defined in the Order Form.
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COUNTY OF FRESNO
PROCUREMENT AGREEMENT P-23-218
In the event of a conflict between or among the aforementioned documents, the
Parties agree that the order of priority to resolve the conflict shall be: (1) this
Addendum; (2) the Order Form; (3) the PSA; (4) the GPTW Privacy & Security Notice;
and (5) the Certification Terms.
Each person signing this Addendum represents and warrants that they have full
authority to execute this Addendum for the party on whose behalf they are signing,
and Customer and GPTW has read and understands and accepts all the terms of this
Addendum.
The County of Fresno ("Company") Great Place To Work Institute, Inc.
Digitally signed by Gary ("GPTW")
Gary Cornuelle //��
Cornuelle Date:2023.05.1914:15:45 /t/�
By; -07'00 By: T GC2�
Print Name: Gary Cornuelle Print Name: Kelly Macey
Title: Purchasing Manager Title: Director
5/19/2023
Date: Date: �11 F12p23
6