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HomeMy WebLinkAboutAgreement A-19-521 with International Business Machines Corp..pdf8thOctoberAgreement No. 19-521 ATTEST : Agreed to : Client Company Name: By --ZAut ~ Title : Chairman of the Board of Supervisors of the County of Fresno Name (type or print): Nathan Mags ig Date : Client number: 2254550 Enterprise number : 3554600 Client address : 333 W . Pontiac Way , Clovis , CA 93612 Bernice E . Seidel Clerk o f t he Boar d of Su p e rv isors Coun t y of Fresno, St ate of California By : FOR ACCOUNTING USE ONLY: Fund : 1020 Subclass : 10000 ORG: 8905 Account: 7205 /7311 Agreed to : International Bus iness Machines C T itle :C\\e(\-\-~)(eC.\A-\'-\ Ve Name (type or print): A\ Cl Y\ (.A \\Av\ (\-t"z_ Date : \ \ S,-Q,~yY\ t)l( JO \C\ Aareement number : 1\-19-Sd--\ ~oo d~i ttv\ g\vd cost°' fY\tsa ,0A q"2v1-\J7 (C&N _9-10-20 19_CLEAN _ VERSION )_Cty_of_F resno_(IBM_CRA).docx MOD IFIED Page 7 of 7 1 County of Fresno Addendum One to Client Relationship Agreement THIS ADDENDUM to the IBM CLIENT RELATIOINSHIP AGREEMENT (the “Agreement”) by and between the County of Fresno (the “COUNTY”) and International Business Machines Corporation (the “CONTRACTOR”), shall be effective upon execution of the Agreement to which this addendum is attached and made a part thereof. The following terms and conditions shall be incorporated and made a part of the above-identified Agreement and to the extent of any conflict therewith, the provisions contained in this Addendum shall supersede and control the subject matter hereof. 1. TERMINATION Non-Allocation of Funds - The terms of this Agreement, and the services to be provided thereunder, are contingent on the approval of funds by the appropriating government agency. Should sufficient funds not be allocated, the services provided may be modified, or the affected Statement of Work terminated, at any time by giving the CONTRACTOR thirty (30) days advance written notice. Contractor shall be compensated for all Services performed up to the date of termination. 2. COMPENSATION/INVOICING In no event shall the total value of all hardware, software licenses, hardware or software maintenance or Services procured and performed under any Transaction Documents under this Agreement be in excess of three million dollars ($3,000,000) during the initial three-year term of this Agreement. If this Agreement is extended for an additional Year 4, in no event shall compensation for the four-year term exceed $four million dollars ($4,000,000). If this Agreement is extended for an additional Year 5, in no event shall compensation for the total possible five- year term exceed five million dollars ($5,000,000). It is understood that all expenses incidental to CONTRACTOR'S provision of hardware, software licenses, hardware or software maintenance or performance of Services under this Agreement shall be borne by CONTRACTOR, unless specifically provided for in a Transaction Document. 4. 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 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) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000). This policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including completed operations, products liability, contractual liability, or any other liability insurance deemed necessary because of the nature of this contract. B. Automobile Liability 2 Comprehensive Automobile Liability Insurance with limits for bodily injury 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. Technology Professional Liability (Errors and Omissions) Technology Professional Liability (Errors and Omissions) Insurance appropriate to CONTRACTOR’s profession, with limits not less than Two Million Dollars ($2,000,000) per occurrence or claim, Two Million Dollars ($2,000,000) aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by CONTRACTOR in this Agreement and may include, but not be limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy may provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. E. Professional Liability/ /Errors & Omissions 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. F. Worker's Compensation A policy of Worker's Compensation insurance as may be required by the California Labor Code. 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, only with respect to liability arising out of this Agreement. 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 as stated above for all of the foregoing policies, as required herein, to the County of Fresno, Internal Services Department, Attention: Director of Internal Services/Chief Information Officer, 333 W. Pontiac Way, Clovis, CA 93612, stating that such insurance coverage have been obtained and are in full force; that the County 3 of Fresno, its officers, agents, and employees will not be responsible for any premiums on the policies; that for such worker’s compensation insurance the CONTRACTOR has waived its right to recover from the COUNTY, its officers, agents, and employees any amounts paid under the insurance policy and that waiver does not invalidate the insurance policy; 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 only with respect to liability arising out of this Agreement. 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 issued by admitted insurers licensed to do business in the State of California, and such insurance shall be purchased from companies possessing a current A.M. Best, Inc. rating of A- FSC VII or better. 5. AUDITS AND INSPECTIONS: The CONTRACTOR shall at any time during business hours, and with advance written notice, make available to the COUNTY for examination all of its records and data with respect to the matters covered by this Agreement. The CONTRACTOR shall, upon request by the COUNTY, permit the COUNTY to audit and inspect all of such records and data necessary to ensure CONTRACTOR'S compliance with the terms of this Agreement. If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be subject to the examination and audit of the California State Auditor for a period of three (3) years after final payment under contract (Government Code Section 8546.7). Notwithstanding anything herein to the contrary, in no event shall CONTRACTOR be required to disclose to COUNTY or its auditors any confidential or proprietary information, including any cost or pricing methodologies or data, personnel records or internal audit results.