HomeMy WebLinkAboutAgreement A-16-557 with Eracent, Inc..pdf
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A G R E E M E N T
THIS AGREEMENT is made and entered into this _______ day of ___________, 2016 (the
“Effective Date”), by and between the COUNTY OF FRESNO, a political subdivision of the
State of California, hereinafter referred to as "COUNTY", and Eracent, Inc., whose corporate
address is at 8133 Easton Road, Ottsville, PA 18942, hereinafter referred to as
"CONTRACTOR".
R E C I T A L S
WHEREAS, COUNTY requested proposals from qualified vendors to provide a Software Asset
Management (SAM) System to facilitate monitoring and tracking of various software installed on
County personal computers and servers, as set forth in the COUNTY’s Request for Proposal
(RFP) No 208-5407 dated 12/15/2015; and
WHEREAS, CONTRACTOR represented, via its Response to COUNTY’s RFP No 208-5407,
dated 02/04/2016, that the license, installation, training, data conversion, and software
maintenance of its Information Technology Management Center (ITMC) Suite: Discovery,
Lifecycle, and Continuous Licenses Reconciliation, along with professional services from
CONTRACTOR would meet the stated needs of the COUNTY; and
WHEREAS, COUNTY desires to purchase from CONTRACTOR rights to use the software
license and continuous maintenance and support for ITMC.
NOW, THEREFORE, for and in consideration of the promises herein, and for other good and
valuable consideration, the parties agree as follows:
W I T N E S S E T H
I. DOCUMENTS CONSTITUTING AGREEMENT
This Agreement includes COUNTY’s RFP No 208-5407, and CONTRACTOR’s Response to
RFP No 208-5407, both of which are attached hereto respectively as Attachments A and B,
and incorporated herein by reference.
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II. DEFINITIONS
The following terms used throughout this Agreement shall be defined as follows:
Acceptance Test:
The process of testing a specific function or functions to determine if the operation or
operations are as stated in this Agreement.
Change Control Process:
Process used by the Information Services Division of COUNTY’s Internal Services
Department (ISD) to inform staff of new or updated production use systems.
COUNTY System Hardware:
The central processing units owned or leased by COUNTY which are described in this
Agreement on which COUNTY is licensed to use the System Software, any back-up
equipment for such central processing units, and any peripheral hardware such as
terminals, printers, and Personal Computers as described in this Agreement.
COUNTY System Software:
The operating system and database software installed on the COUNTY System
Hardware.
Final System Acceptance:
When it is determined by COUNTY that all necessary deliverables have been delivered,
the data has been converted, the base ITMC software has been successfully installed and
tested, and the ITMC performs all functions in accordance with its specifications.
First Production Use:
Date of first use of the System in a production environment.
License:
The meaning assigned to the term 'License” as defined in Section III-A of this Agreement
and the rights and obligations which it creates under the laws of the United States of
America and the State of California including without limitation, copyright and intellectual
property law.
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Monies:
The terms "Monies", "Charges", "Price", and "Fees" will be considered to be equivalent.
Public Records:
Public Records includes any writing containing information relating to the conduct of the
public's business that is prepared, owned, used, or retained by any state or local agency,
regardless of physical form or characteristics.
Supplier:
The terms "Supplier", "Vendor", and “Eracent”." all refer to CONTRACTOR and are
considered to be equivalent throughout this Agreement.
System:
The System Software and System Documentation, collectively. Reference to the
"System" shall include any component thereof. All modifications and enhancements to
the System shall be deemed to be part of the System as defined herein and shall be
subject to all terms and conditions set forth herein.
System Documentation:
The documentation relating to the System Software, and all manuals, reports, brochures,
sample runs, specifications and other materials comprising such documentation provided
by CONTRACTOR in connection with the System Software pursuant to this Agreement.
System Operation:
The general operation of COUNTY's hardware and all software including, but not limited
to, system restarts, configuration and operation of system peripherals (such as printers,
modems, and terminals), installation of new software releases, and other related
activities.
System Installation:
All software has been delivered, has been physically loaded on a Computer, and
COUNTY has successfully executed program sessions.
System Software:
ITMC, that certain computer software described in this Agreement provided by
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CONTRACTOR, and all interfaces, coding, tapes, disks, modules and similar materials
comprising such software or on which it is stored. System Software does not include
operating system software, or any other Third-Party Software.
True-Up:
The process to determine the maximum number of qualified equipment (e.g., desktop
PCs, servers, tablets, etc.) in service at any time in the previous twelve (12) month
period.
User:
The terms “User,” “Customer,” “Client,” and "Licensee" all refer to COUNTY and shall be
equivalent throughout this Agreement.
III. OBLIGATIONS OF THE CONTRACTOR
A) SOFTWARE LICENSE
1) GRANT OF LICENSE
CONTRACTOR grants to COUNTY and COUNTY accepts a non-exclusive,
non-transferable, perpetual license to use ITMC, subject to the terms and
conditions set forth in this Agreement.
2) SCOPE OF LICENSE
The license granted herein shall consist solely of the non-exclusive, non-
transferable right of COUNTY to operate the System Software in support of various
COUNTY departments, including COUNTY’s ISD.
3) OWNERSHIP
The parties acknowledge and agree that, as between CONTRACTOR and
COUNTY, title and full ownership of all rights in and to the System Software,
System Documentation, and all other materials provided to COUNTY by
CONTRACTOR under the terms of this Agreement shall remain with
CONTRACTOR. COUNTY will take reasonable steps to protect trade secrets of the
System Software and System Documentation. Ownership of all copies is retained
by CONTRACTOR. COUNTY may not disclose or make available to third parties
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the System Software or System Documentation or any portion thereof.
CONTRACTOR shall own all right, title and interest in and to all corrections,
modifications, enhancements, programs, and work product conceived, created or
developed, alone or with COUNTY or others, as a result of or related to the
performance of this Agreement, including all proprietary rights therein and based
thereon. Except and to the extent expressly provided herein, CONTRACTOR does
not grant to COUNTY any right or license, express or implied, in or to the System
Software and System Documentation or any of the foregoing. The parties
acknowledge and agree that, as between CONTRACTOR and COUNTY, full
ownership of all rights in and to all COUNTY data, whether in magnetic or paper
form, including without limitation printed output from the System, are the exclusive
property of COUNTY.
4) POSSESSION, USE AND UPDATE OF SOFTWARE
COUNTY agrees that only COUNTY will use the System Software for its
own internal purposes. CONTRACTOR may, at reasonable times, inspect
COUNTY’s premises and equipment to verify that all of the terms and conditions of
this license are being observed. CONTRACTOR may create, from time to time,
updated versions of the System Software and System Documentation and
CONTRACTOR shall make such System Updates available to COUNTY. All
System Updates shall be licensed under the terms of this Agreement. COUNTY
agrees to follow the prescribed instructions for updating System Software and
System Documentation provided to COUNTY by CONTRACTOR. COUNTY must
authorize all System Updates in writing.
5) TRANSFER OF SOFTWARE
COUNTY shall not rent, lease, license, distribute, sell, transfer, or assign
this license, the System Software, or the System Documentation, or any of the
information contained therein other than COUNTY data, to any other person or
entity, whether on a permanent or temporary basis, and any attempt to do so will
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constitute a breach of this Agreement. No right or license is granted under this
Agreement for the use or other utilization of the licensed programs, directly or
indirectly, for the benefit of any other person or entity, except as provided in this
Agreement.
6) POSSESSION AND USE OF SOURCE CODE
Source code and other material that results from custom programming by
CONTRACTOR released to COUNTY under this license shall be deemed
CONTRACTOR software subject to all of the terms and conditions of the software
license set forth in this Agreement. The scope of COUNTY’s permitted use of the
custom source code under this license shall be limited to maintenance and support
of the System Software. For purposes of this Section, the term “maintenance and
support” means correction of System Software errors and preparation of System
Software modifications and enhancements. If COUNTY creates computer code in
the process of enhancing the System Software, that specific new code shall be
owned by COUNTY and may be used by COUNTY’s employees, officers, or agents
for COUNTY’s own internal business operations. However, if COUNTY’s
enhancement results in the creation of a derivative work from the System Software,
the copyright to such derivative work shall be owned by CONTRACTOR and
COUNTY’s rights to use such derivative work shall be limited to those granted with
respect to the System Software in this Agreement.
7) RESTRICTIONS ON USE:
COUNTY shall not (i) license, sublicense, sell, resell, transfer, assign,
distribute or otherwise commercially exploit or make available to any third party the
System Software or the System Documentation in any way; (ii) modify or make
derivative works based upon the System Software or the System Documentation;
(iii) create Internet “links” to the System Software or “frame” or “mirror” any System
Documentation on any other server or wireless or Internet-based device; (iv) send
spam or otherwise duplicative or unsolicited messages in violation of applicable
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law; (v) send or store infringing, obscene, threatening, libelous, or otherwise
unlawful or tortious material, including material harmful to children or violative of
third party privacy rights; (iv) send or store material containing software viruses,
worms, Trojan horses or other harmful computer code, files, scripts, agents or
programs; (vii) interfere with or disrupt the integrity or performance of the System
Software or the data contained therein, including but not limited to COUNTY Data;
(viii) attempt to gain unauthorized access to the System Software or its related
systems or networks; (ix) reverse engineer or access the System Software in order
to (a) build a competitive product or service, (b) build a product using similar ideas,
features, functions or graphics of the System Software, or (c) copy any ideas,
features, functions or graphics of the System Software.
8) INTELLECTUAL PROPERTY, TRADEMARK AND COPYRIGHT
CONTRACTOR retains ownership of the System Software, any portions
or copies thereof, and all rights therein. CONTRACTOR reserves all rights not
expressly granted to COUNTY. This License does not grant COUNTY any rights in
connection with any trademarks or service marks of CONTRACTOR, its suppliers
or licensors. All right, title, interest and copyrights in and to the System Software
and the accompanying System Software Documentation and any copies of the
System Software are owned by CONTRACTOR, its suppliers or licensors. All title
and intellectual property rights in and to the content which may be accessed
through use of the System Software are the property of the respective content
owner and may be protected by applicable copyright or other intellectual property
laws and treaties. This License grants COUNTY no rights to use such content.
B) SERVICES TO BE PROVIDED BY CONTRACTOR TO COUNTY
1) SYSTEM INSTALLATION
CONTRACTOR shall supply and install ITMC in accordance with this
Agreement. Such software installation shall include hardware/network review and
recommendations, consultation, software installation and remote technical support.
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2) TRAINING
CONTRACTOR will conduct “train-the-trainer” training of COUNTY staff at a
COUNTY-designated location and at a time approved in writing by COUNTY.
3) DOCUMENTATION
CONTRACTOR shall provide to COUNTY ITMC System Documentation,
which shall consist of electronic media files. The electronic media files must be
printable using PC software normally available at COUNTY. CONTRACTOR shall
provide new System Documentation corresponding to all new Software Upgrades.
COUNTY may print additional copies of all documentation. All System
Documentation is to be used by COUNTY only for the purposes identified within
this Agreement.
C) SYSTEM MAINTENANCE AND SUPPORT BY CONTRACTOR
System maintenance and support includes System Updates as they are released by
CONTRACTOR, including updates as required as a result of regulatory changes. The first
day of production use will be identified by COUNTY and communicated to
CONTRACTOR. CONTRACTOR will support day-to-day operation of the System as
follows:
1) SUPPORT HOURS/SCOPE:
Provide unlimited technical assistance by phone during normal coverage
hours (7:30 a.m. to 5:00 p.m. Pacific Standard Time (PST), Monday through
Friday, except CONTRACTOR and COUNTY holidays), toll-free telephone
assistance to keep the System in, or restored to, normal operating condition. The
object of this support will be to answer specific questions related to the System
Software and the application thereof. Support provided under this Agreement
does not include training of new personnel (after initial staff is trained), operation
of hardware, or solving other hardware/software problems unrelated to the
System Software.
2) SUPPORT RESPONSE:
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During the term of this Agreement, CONTRACTOR will (a) correct any error
or malfunctions in the System as supplied by CONTRACTOR which prevents it
from operating in conformance with the specifications set forth in this Agreement
or (b) provide a commercially reasonable alternative that will conform to the
specifications set forth in this Agreement.
If analysis by CONTRACTOR indicates a reported problem is caused by a
reproducible error or malfunction in the then-current release of the System
Software as supplied and maintained by CONTRACTOR that significantly impacts
effective use of the System by COUNTY, CONTRACTOR will, if the System is
inoperable, as reported by COUNTY, provide continuous effort to correct the error
or to resolve the problem by providing a circumvention.
In such cases, CONTRACTOR will provide COUNTY with corrective
information, such as corrective documentation and/or program code.
CONTRACTOR will endeavor to respond to COUNTY's service request no later
than four (4) business hours from the time a call has been received by
CONTRACTOR. In the event that a person with the necessary expertise is not
available when the call is received, CONTRACTOR will endeavor to respond to
the service request no later than within one (1) business day.
3) REMOTE VIRTUAL PRIVATE NETWORK (VPN) OR EQUIVALENT
DIAGNOSTICS
CONTRACTOR shall provide remote VPN diagnostics or equivalent
diagnostics support, which includes:
a. Diagnostic or corrective actions necessary to restore proper ITMC
operation;
b. Diagnostic actions which attempt to identify the cause of System
problem;
c. Correction of data file problem; and
d. ITMC modifications
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CONTRACTOR product specialists will provide diagnostics on ITMC via
VPN or an equivalent COUNTY provided method. COUNTY will provide any
required hardware and equipment necessary at COUNTY for CONTRACTOR
VPN or equivalent support.
4) ERROR CORRECTION PROCESS:
If during the term of this Agreement COUNTY determines that software
error(s) exist, COUNTY will first follow the error procedures specified in the
System Documentation. If following the error procedures does not correct the
software error, COUNTY shall immediately notify CONTRACTOR, setting forth
the defects noted with specificity. Upon notification of a reported software error,
CONTRACTOR shall provide a solution as soon as practicable. If CONTRACTOR
determines that a solution shall require more than five (5) days to resolve,
CONTRACTOR shall notify COUNTY immediately with a time estimate for
completion. Upon completion of the solution, COUNTY shall retest the System
Software and report any other software errors.
5) TECHNICAL INFORMATION
CONTRACTOR will provide technical information to COUNTY from time to
time. Such information may cover areas such as ITMC usage, third party software,
and other matters considered relevant to COUNTY by CONTRACTOR. Technical
information will be provided at the discretion of CONTRACTOR, but will not be
unreasonably withheld.
D) ADDITIONAL SYSTEM MAINTENANCE SERVICES BY CONTRACTOR
CONTRACTOR may provide additional maintenance services (“Additional
Maintenance and Support Services” or “Additional Maintenance Services”) at an additional
charge. Charges will be as identified in Section VII-F of this Agreement; or, if not included
in this Agreement, charges will be at current prices in effect at the time goods or services
are provided. Any Additional Maintenance and Support Services requested by COUNTY
and determined by CONTRACTOR to be billable by CONTRACTOR must be identified as
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a chargeable service prior to the service being performed and must be approved in writing
in advance by COUNTY’s Contract Administrator. Additional Maintenance Services
include, but are not limited to, the following:
1) ADDITIONAL TRAINING
A specific amount of training is specified in this agreement. Additional
training at a County facility is available upon request by COUNTY at an additional
charge under the terms of this Agreement. Requests for additional training must be
requested in writing in advance by COUNTY’s Contract Administrator. Charges will
be at rates identified in Section VII-H.
2) DATA AND SYSTEM CORRECTIONS
Data and System Corrections include any corrective actions accomplished
by CONTRACTOR on-site or via VPN which are necessary due to COUNTY errors
or unauthorized source code or data access by COUNTY. Unauthorized access to
the data is defined as any COUNTY editing of data through other than normal
system usage as defined in System Documentation. Unauthorized access to source
code is defined as any COUNTY access whatsoever to system source code.
Services provided by CONTRACTOR are not billable when they result from errors
caused by ITMC or instruction provided by CONTRACTOR.
3) CUSTOMER SITE VISITS
CONTRACTOR site visits within the scope of the project services to
COUNTY sites, as may be requested in writing by COUNTY, are available at no
additional costs for reasons such as, but not limited to, (1) additional system
training on hardware or software usage; (2) resolution of system difficulties not
resulting from actions by, or otherwise the responsibility of CONTRACTOR (as
determined by mutual agreement between CONTRACTOR and COUNTY); (3)
installation of Software Releases; and (4) assistance in equipment maintenance,
movement or diagnosis. CONTRACTOR site visits outside of the scope of project
services will be reviewed by the CONTRACTOR and must be requested in writing
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in advance by COUNTY’s Contract Administrator and may incur additional costs at
rates identified in Section VII-H.
4) CUSTOM PROGRAMMING
Requests for supplemental programming or customization of system
features not covered under this Agreement are available to COUNTY. Such
requests will be reviewed by CONTRACTOR and must be requested in writing in
advance by the COUNTY’s Contract Administrator. Charges will be at rates
identified in Section VII-H.
E) CONTRACTOR PROJECT COORDINATOR
Upon execution of this Agreement, CONTRACTOR shall appoint a Project Coordinator
who will act as the primary contact person to interface with COUNTY for implementation ,
maintenance and support of ITMC.
F) SYSTEM UPDATES AND NEW PRODUCTS
1) SYSTEM UPDATES
From time to time CONTRACTOR will develop and provide System
Updates to COUNTY for the COUNTY’S licensed CONTRACTOR software.
System Updates shall be subject to the terms and conditions of this Agreement and
shall be deemed licensed System Software hereunder and will be made available
to COUNTY at no additional charge to COUNTY. System Updates will be made
available to COUNTY at the discretion of CONTRACTOR but will not be
unreasonably withheld.
2) NEW PRODUCTS
CONTRACTOR may from time to time release new software with
capabilities substantially different from or greater than the System Software ("New
Products") and which therefore do not constitute System Updates. These New
Products will be made available to COUNTY at a cost not to exceed
CONTRACTOR‘s then standard rates for customers similarly situated.
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G) OPERATING SYSTEM UPDATES
The System Software must run on a client operating system that is consistently and
currently supported by the operating system vendor and any required third-party software
within 30 days of release. The System Software is expected to always be current in
regards to the required client O/S. No outdated or unsupported client O/S will be
implemented on the production network. The County will apply patches to both the client
O/S and security subsystems on COUNTY PCs as releases are available from O/S
vendors.
In order to support a secure environment, the System Software must run on the latest
supported release of any required third-party software, such as JAVA, Flash,
etc. COUNTY will notify CONTRACTOR when a critical security patch is released for
such products. In such event, CONTRACTOR will have 30 days to ensure the System
Software can perform in the updated environment.
CONTRACTOR is expected to keep its software current in order to operate in this
environment. These patches include critical O/S updates and security patches.
H) ANTI-VIRUS MANAGEMENT
COUNTY will actively run anti-virus management, where appropriate, on all application
servers and PCs. The application is expected to perform adequately while anti-virus
management is active.
I) ADHERE TO CHANGE CONTROL PROCESS
CONTRACTOR must adhere to COUNTY’s Change Control Process, which shall be
provided to CONTRACTOR in writing. COUNTY employs a procedure to implement
updates, upgrades, and version releases to a system that is in production use. This forum
allows ISD to inform staff (Help Desk, Network, Server, Database, Security, and Analyst s)
of upcoming changes to a production system. CONTRACTOR must inform ISD a
minimum of 1 week prior to any planned, non-emergency changes so that the Change
Control Process may be followed.
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J) OTHER
Unless otherwise specified, for third-party software, CONTRACTOR shall provide
standard documentation in electronic form (via the Internet or File Transfer Protocol
(FTP).
K) CLIENT INSTALL
Should the ITMC require installation of software on a Client PC, the ITMC will not be
installed under a specific User Profile. It must install and be available to all users on the all
users’ desktop. The ITMC can require an administrator to install the ITMC, but the ITMC
must not require administrative rights in order to operate the ITMC.
IV. OBLIGATIONS OF THE COUNTY
A) COUNTY CONTRACT ADMINISTRATOR
COUNTY appoints its Director of Internal Services/Chief Information Officer or his
designee, as COUNTY's Contract Administrator with full authority to deal with
CONTRACTOR in all matters concerning this Agreement.
B) SAFEGUARDING SYSTEM SOFTWARE
COUNTY will follow its present practices to safeguard System Software delivered to
COUNTY by CONTRACTOR. A copy of COUNTY’S “Information Technology (IT)
Standards and Preferences” will be made available upon request.
C) BACKUP AND RECOVERY MANAGEMENT
1) COUNTY utilizes a backup and recovery system written and maintained by
Commvault Systems. This application requires a backup agent to run on the
server.
2) COUNTY will provide the CONTRACTOR with an account with appropriate
administrative rights to administer the application. The account password is
expected to periodically expire.
3) In order for the application to run on COUNTY supported servers, the
application must not require the users to have administ rative rights on the
servers.
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4) COUNTY, at all times, during and after the performance of the installation of the
System Software, is responsible for maintaining adequate data backups to
protect against loss of data.
D) ACCEPTANCE TESTING
COUNTY shall approve Final System Acceptance when ITMC has been successfully
tested and satisfactorily performs all functions necessary pursuant to this Agreement, and
all deliverables identified in this Agreement as required for acceptance have been
received and confirmed by COUNTY.
E) ACCEPTANCE TESTING PROCESS
Following delivery and installation, CONTRACTOR shall submit to COUNTY a
mutually agreeable test plan that relates each specific requirement to a specific
functionality test. The test plan must state acceptance and evaluation criteria in an
expressed testable form in order to determine that the solution meets each requirement
provided in the System Documentation. Once test plan is accepted, CONTRACTOR shall
test ITMC along with COUNTY personnel documenting each functionality test. Acceptance
Testing will be deemed complete at such time that all requirements have passed the
functionality testing to COUNTY’s satisfaction.
F) FACILITIES AND PREPARATION
COUNTY will at its own expense provide all necessary labor and materials for site
preparation, electrical services, and cabling required for System Installation. COUNTY
shall receive the System Software and follow instructions provided by CONTRACTOR to
load it on COUNTY’s System Hardware to prepare the System for processing.
G) SYSTEM HARDWARE AND SYSTEM SOFTWARE
COUNTY will at its own expense provide and properly maintain and update on an on -
going basis all necessary COUNTY System Software and County System Hardware
required to operate ITMC. Said COUNTY System Software and County System Hardware
shall meet or exceed CONTRACTOR’s recommendations.
As part of COUNTY’s responsibility for computer infrastructure, COUNTY is
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responsible for ensuring that data is secure and protected at all times. CONTRACTOR is
not responsible for and cannot be held liable for inadvertent data disclosure or theft by
COUNTY employees from COUNTY facilities.
H) COUNTY PROJECT MANAGER
Upon execution of this Agreement, COUNTY’s Contract Administrator shall designate
one individual from ISD who will function as Project Manager with responsibility for day-to-
day management of the project for implementation of ITMC. The Project Manager and
COUNTY personnel shall have the necessary and appropriate training and experience to
implement the terms of this Agreement. COUNTY acknowledges CONTRACTOR’S
reliance on same.
I) OTHER COUNTY OBLIGATIONS
1) Technical assistance from COUNTY’s ISD staff will be provided during the
performance of the installation of the System Software. In particular, COUNTY will
provide:
a) Network connectivity and troubleshooting assistance.
b) Ability to monitor network traffic and isolate bottlenecks.
c) Technical assistance concerning the integration with existing COUNTY
systems (if applicable).
d) Expertise to handle issues with PCs, printers, and cabling before, during,
and after rollout.
V. TERM
The term of this Agreement shall be for a period of three (3) years, commencing on the
Effective Date, through and including the last day of the three-year period. This Agreement may
be extended for two (2) additional consecutive twelve (12) month periods upon written approval of
both parties no later than thirty (30) days prior to the first day of the next twelve (12) month
extension period. The Director of Internal Services/Chief Information Officer or his/her designee,
is authorized to execute such written approval on behalf of COUNTY based on CONTRACTOR’s
satisfactory performance.
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VI. TERMINATION
A) 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 this
Agreement terminated, at any time by giving the CONTRACTOR thirty (30) days advance
written notice.
B) BREACH OF CONTRACT
The COUNTY may immediately suspend or terminate this Agreement in whole or in part,
where in the determination of the COUNTY there is:
1) An illegal or improper use of funds;
2) A failure to comply with any term of this Agreement;
3) A substantially incorrect or incomplete report submitted to the COUNTY;
4) Improperly performed service.
In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any
breach of this Agreement or any default which may then exist on the part of the
CONTRACTOR. Neither shall such payment impair or prejudice any remedy available to
the COUNTY with respect to the breach or default. The COUNTY shall have the right to
demand of the CONTRACTOR the repayment to the COUNTY of any funds disbursed to
the CONTRACTOR under this Agreement, which in the judgment of the COUNTY were
not expended in accordance with the terms of this Agreement. The CONTRACTOR shall
promptly refund any such funds upon demand.
CONTRACTOR may, upon thirty (30) days prior written notice to COUNTY, terminate
this Agreement if COUNTY fails to comply with any material term or condition of this
Agreement unless COUNTY cures such failure within such thirty (30) day period, or other
such timeframe as may be mutually agreed upon in writing by the parties.
C) WITHOUT CAUSE
Under circumstances other than those set forth above, this Agreement may be
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terminated by COUNTY upon the giving of thirty (30) days advance written notice of an
intention to terminate to CONTRACTOR.
VII. COMPENSATION/INVOICING
COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive
compensation as follows:
A) ONE-TIME FEES FOR INSTALLATION, TRAINING, AND PROJECT MANAGEMENT
1. ITMC Suite Discovery, Lifecycle, & CLR Software
License (9,000 devices @ $6.00 per device) $ 54,000.00
2. Software Installation ITMC Discovery $ 10,000.00
3. Software Installation ITMC Lifecycle $ 15,000.00
4. Software Installation CLR Base $ 5,000.00
5. Project Management $ 7,000.00
6. Training (4 days @ $1,000.00 per day) $ 4,000.00
Total One-time fees $ 95,000.00
B) PAYMENT SCHEDULE FOR ONE-TIME FEES
1. 10% upon all parties signing this Agreement.
2. 25% upon System Installation of Licenses.
3. 25% upon completion of training.
4. 40% upon COUNTY’s First Production Use.
C) NOT TO EXCEED AMOUNT FOR ONE-TIME FEES
It is understood and agreed that the dollar figures listed hereinabove for one-time fees
include applicable taxes which may be subject to change during the period for scheduled
payments. In no event shall services performed under this Agreement exceed $95,000.00
for one-time fees.
D) ANNUAL MAINTENANCE
COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive
$9,720.00 in First Year Maintenance Fees for ITMC Suite Discovery, Lifecycle, and CLR
Software due within forty-five (45) days from First Production Use for the 9,000 devices
covered by this Agreement.
Subsequent annual maintenance fees will be due within forty-five (45) days from the
annual anniversary of the First Production Use date. In year two, the base annual
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maintenance cost shall not exceed $10,012.00. In year three, the base annual
maintenance cost shall not exceed $10,312.00. In no event shall total base maintenance
costs for years one, two, and three for this Agreement be in excess of $30,044.00.
Should this Agreement be renewed, the base annual maintenance cost for year four
shall not exceed $10,621.00, and the base annual maintenance cost for year five shall
not exceed $10,940.00.
E) ADDITIONAL MAINTENANCE FEES
COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive yearly
additional maintenance fees of $1.20 per each qualified device over the base 9,000
devices covered by this Agreement. Total additional maintenance fees shall be prorated
as determined by the Annual True-Up (as defined below).
F) ADDITIONAL LICENSING FEES
COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive yearly
additional license fees of $6.00 per each qualified device over the base 9,000 devices
covered by this Agreement. Total additional maintenance fees shall be pro-rated as
determined by the Annual True-Up (as defined below).
G) ANNUAL TRUE-UP
Sixty (60) days prior to the annual maintenance anniversary, COUNTY will generate
the standard True-Up reports contained within the System Software. COUNTY must
submit True-Up reports to CONTRACTOR via email.
H) ADDITIONAL SERVICE FEES:
Additional service fees shall only be paid to CONTRACTOR if any such services
described hereinbelow are performed by CONTRACTOR upon COUNTY’s written
request.
1. On-site System Consulting or Training daily rate $ 1,000.00
2. Remote Billable Service hourly rate $ 125.00
3. Custom Programming hourly rate $ 125.00
///
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I) NOT TO EXCEED AMOUNT FOR ADDITIONAL FEES
In no event shall additional maintenance, licensing, and service fees exceed a
combined amount of $30,000.00 for each one-year period of this Agreement.
J) TOTAL CONTRACT AMOUNT
In no event shall services performed under this Agreement be in excess of
$297,000.00 during the entire possible five (5) year term of this Agreement. It is
understood that all expenses incidental to CONTRACTOR’s performance of services
under this Agreement shall be borne by CONTRACTOR
K) INVOICING
CONTRACTOR shall submit invoices (which must reference the provided contract
number), either electronically or via mail to the County of Fresno ISD, Accounts Payable,
2048 N. Fine Avenue, Fresno, CA 93727 or Accounts Payable,
ISDBusinessOffice@co.fresno.ca.us. COUNTY will pay CONTRACTOR within forty-five
(45) days of receipt of an approved invoice, by mail addressed to CONTRACTOR’s
remittance address: 75 Remittance Drive, Box 6529, Chicago, IL 60675-6529.
VIII. 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 the 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 perfo rming
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.
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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.
IX. CONFIDENTIALITY
A Party receiving Information (defined below) of the other will not disclose such
Information other than to persons in its organization who have a need to know and who will be
required to comply with this Section. The Party receiving Information will not use such
Information for a purpose inconsistent with the terms of this Agreement. “Information” means
the Software, Documentation and all information and intellectual property related thereto
(including, but not limited to all databases provided to COUNTY by CONTRACTOR whether
created by CONTRACTOR or its third party licensors such as, without limitation, the mapping
product databases) as well as information related to the business of CONTRACTOR or
COUNTY. Information will not include: (i) information publicly known prior to disclosure; (ii)
information coming into the lawful possession of the recipient without any confidentiality
obligation; and (iii) information required to be disclosed pursuant to regulatory action or court
order, provided adequate prior written notice of any request to disclose is given to the Party
whose information is to be disclosed. Each Party will exercise at least the same degree of care
to safeguard the confidentiality of the other’s Information as it does to safeguard its own
proprietary confidential information, but not less than a reasonable degree of care.
X. MODIFICATION
Any matters of this Agreement may be modified from time to time by the written consent
of all the parties without, in any way, affecting the remainder.
///
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XI. NON-ASSIGNMENT
Neither party shall assign, transfer or sub-contract this Agreement nor their rights or
duties under this Agreement without the prior written consent of the other party.
XII. HOLD HARMLESS
CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY'S request,
defend the COUNTY, its officers, agents, and employees from any and all costs and expenses,
damages, liabilities, claims, and losses occurring or resulting to COUNTY in connection with the
performance, or failure to perform, by CONTRACTOR, its officers, agents, or employees under
this Agreement, and from any and all costs and expenses including attorney’s fees and court
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.
XIII. 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 throughout the term of the Agreement:
A) COMMERCIAL GENERAL LIABILITY
Commercial General Liability Insurance with limits of not less than One Million Dollars
($1,000,000) per occurrence and an annual aggregate of Two Million Dollars
($2,000,000). This policy shall be issued on a per occurrence basis. COUNTY may
require specific coverages including completed operations, products liability, contractual
liability, Explosion-Collapse-Underground, fire legal liability or any other liability insurance
deemed necessary because of the nature of this contract.
B) AUTOMOBILE LIABILITY
Comprehensive Automobile Liability Insurance with limits for bodily injury of not less
than Two Hundred Fifty Thousand Dollars ($250,000.00) per person, Five Hundred
Thousand Dollars ($500,000.00) per accident and for property damages of not less than
Fifty Thousand Dollars ($50,000.00), or such coverage with a combined single limit of Five
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Hundred Thousand Dollars ($500,000.00). Coverage should include owned and non-
owned vehicles 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.
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. This insurance shall not be cancelled or changed
without a minimum of thirty (30) days advance written notice given to COUNTY.
Within Thirty (30) days from the date CONTRACTOR 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, Robert Bash,
Chief Information Officer, 2048 N Fine Street, Fresno CA 93727, stating that such
insurance coverages 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, o r
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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.
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.
XIV. AUDITS AND INSPECTIONS
CONTRACTOR shall at any time during CONTRACTOR’S normal business hours, and
upon prior written notice, as often as the COUNTY may deem necessary, make available to the
COUNTY for examination all of its records and data with respect to the matters covered by this
Agreement. 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. Any such examinations or audits shall be at the COUNTY’S
expense.
If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be
subject to the examination and audit of the Auditor General for a period of three (3) years after
final payment under contract (Government Code Section 8546.7).
XV. NOTICES
A) AUTHORITY TO GIVE AND RECEIVE NOTICES
The persons and their addresses having authority to give and receive notices under this
Agreement include the following:
///
///
///
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COUNTY OF FRESNO CONTRACTOR
Robert Bash Anthony Melina
Director of Internal Services/
Chief Information Officer
VP Sales
2048 N Fine 8133 Easton Rd
Fresno, CA 93727 Ottsville, PA USA 18942
Any and all notices between the COUNTY and the CONTRACTOR provided for or
permitted under this Agreement or by law shall be in writing and shall be deemed duly served
when personally delivered to one of the parties, or in lieu of such personal services, when
deposited in the United States Mail, postage prepaid, addressed to such party or by electronic
mail sent to and confirmed by CONTRACTOR at CONTRACTOR’s email address.
B) PRIMARY ESCALATION CONTACT INFORMATION
The persons and their contact information that the COUNTY or CONTRACTOR can use to
escalate problems or situations:
(1)
COUNTY CONTRACTOR
Contact # 1: Contact # 1:
Daniel Moore Del Buster
Information Technology Manager Customer Support Manager
Office Phone: (559) 600-5800 Office Phone: (908) 310-9560
Email: dmoore@co.fresno.ca.us Cell Phone: (973) 661-2048
Email DEL.BUSTER@ERACENT.COM
(2)
COUNTY CONTRACTOR
Contact # 2: Contact # 2:
Mark Zack Holly Wynn
Information Technology Division
Manager
Software Solutions & Integration Engineer
Office Phone: (559) 600-5800 Office Phone(908) 303-5112
Cell Phone: (559) 349-0210 Cell Phone: (404) 228-6919
Email: mzack@co.fresno.ca.us Email HOLLY.WYNN@ERACENT.COM
///
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XVI. GOVERNING LAW
Venue for any action arising out of or related to this Agreement shall only be in Fresno
County, California. The rights and obligations of the parties and all interpretation and
performance of this Agreement shall be governed in all respects by the laws of the State of
California.
XVII. SAFEGUARDS
CONTRACTOR shall implement administrative, physical, and technical safeguards as
required by the HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT
(HIPAA) Security Rule, Subpart C of 45 CFR 164, that reasonably and appropriately protect
the confidentiality, integrity, and availability of PHI, including electronic PHI, that it creates,
receives, maintains or transmits on behalf of COUNTY and to prevent unauthorized access,
viewing, use, disclosure, or breach of PHI other than as provided for by this Agreement.
CONTRACTOR shall conduct an accurate and thorough assessment of the potential risks
and vulnerabilities to the confidential, integrity and availability of electronic PHI.
CONTRACTOR shall develop and maintain a written information privacy and security
program that includes administrative, technical and physical safeguards appropriate to the
size and complexity of CONTRACTOR’s operations and the nature and scope of its
activities. Upon COUNTY’s request, CONTRACTOR shall provide COUNTY with information
concerning such safeguards.
CONTRACTOR shall implement strong access controls and other security safeguards
and precautions in order to restrict logical and physical access to confidential, personal (e.g.,
PHI) or sensitive data to authorized users only. Said safeguards and precautions shall
include the following administrative and technical password controls for all systems used to
process or store confidential, personal, or sensitive data:
1. Passwords must not be:
a. Shared or written down where they are accessible or recognizable by
anyone else; such as taped to computer screens, stored under keyboards, or visible
in a work area;
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b. A dictionary word; or
c. Stored in clear text.
2. Passwords must be:
a. Eight (8) characters or more in length;
b. Changed every ninety (90) days;
c. Changed immediately if revealed or compromised; and
d. Composed of characters from at least three (3) of the following f our (4)
groups from the standard keyboard:
1) Upper case letters (A-Z);
2) Lowercase letters (a-z);
3) Arabic numerals (0 through 9); and
4) Non-alphanumeric characters (punctuation symbols).
CONTRACTOR shall implement the following security controls on each workstation
or portable computing device (e.g., laptop computer) containing confidential,
personal, or sensitive data:
1. Network-based firewall and/or personal firewall;
2. Continuously updated anti-virus software; and
3. Patch management process including installation of all operating
system/software vendor security patches.
CONTRACTOR shall utilize a commercial encryption solution that has received FIPS
140-2 validation to encrypt all confidential, personal, or sensitive data stored on portable
electronic media (including, but not limited to, compact disks and thumb drives) and on
portable computing devices (including, but not limited to, laptop and notebook computers).
CONTRACTOR shall not transmit confidential, personal, or sensitive data via e-mail
or other internet transport protocol unless the data is encrypted by a solution that has
been validated by the National Institute of Standards and Technology (NIST) as
conforming to the Advanced Encryption Standard (A ES) Algorithm. CONTRACTOR must
apply appropriate sanctions against its employees who fail to comply with these
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safeguards. CONTRACTOR must adopt procedures for terminating access to PHI when
employment of employee ends.
XVIII. DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if the CONTRACTOR is operating as a corporation (a for-
profit or non-profit corporation) or if during the term of this agreement, the CONTRACTOR
changes its status to operate as a corporation.
Members of the CONTRACTOR’s Board of Directors shall disclose any self-dealing
transactions that they are a party to while CONTRACTOR is providing goods or performing
services under this agreement. A self -dealing transaction shall mean a transaction to which the
CONTRACTOR is a party and in which one or more of its directors has a material financial
interest. Members of the Board of Directors shall disclose any self-dealing transactions that
they are a party to by completing and signing a Self-Dealing Transaction Disclosure Form
(Attachment C) and submitting it to the COUNTY prior to commencing with the self -dealing
transaction or immediately thereafter.
XIX. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the CONTRACTOR and
COUNTY with respect to the subject matter hereof and supersedes all previous Agreement
negotiations, proposals, commitments, writings, advertisements, publications, and
understandings of any nature whatsoever unless expressly included in this Agreement. In the
event of any inconsistency in interpreting the documents comprising this Agreement, the
inconsistency shall be resolved by giving precedence in the following order of priority: (1) the
text of this Agreement (excluding COUNTY’s RFP No. 208-5407 and CONTRACTOR’s
Response thereto); (2) COUNTY’s RFP No. 208-5407; and (3) CONTRACTOR’s Response to
RFP No. 208-5407.
///
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///
///
1
2
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
3 CONTRACTOR
4 Walt Szablowski, Founder & Executive Chairman
5 j ( 1/ UJtb
6 Date: ---------,..-r--r-----"-=J__..._.~ R.hu-u 7
8
Terry Palmien T asurer & Corporate Secretary
""tf·
9 Date: ----=-0.-&+J_l=O__,..J_L_O_l \.o __ _ r ,
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16
EracentThl, Inc.
8133 Easton Road
Ottsville, PA 18942
FOR ACCOUNTING USE ONLY:
17 FUND: 1020
18 SUBCLASS: 10000
ORG NO.: 8905
19 ACCOUNT NO.: 7309
20 PROGRAM: 0
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COUNTY OF FRESNO ~ . ~ E. >'-~-L~~
Ernest Buddy Mendes
Chairman, Board of Supervisors
Attest: Bernice E. Seidel
Clerk, Board of Supervisors
By: (},~ ~
DEP
D FOR APPROVAL
Ro rt W. Bash, Director of Internal Services/
Chief Information Officer
APPROVED AS TO LEGAL FORM
Daniel C. Cederberg,
County Counsel
By:~7.~
~ / DEPUTY
APPR'OVED AS TO ACCOUNTING FORM
Vicki Crow, CPA
Auditor-Controller/Treasurer-Tax Collector
G:\Public\RFP\FY 2015-16\208-5407 Software Asset Management System\208-5407 Software Asset Management System.doc PD-040 (11/2015)
COUNTY OF FRESNO
REQUEST FOR PROPOSAL
NUMBER: 208-5407
SOFTWARE ASSET MANAGEMENT SYSTEM
Issue Date: December 15, 2015
Closing Date: JANUARY 28, 2016
Proposal will be considered LATE when the official Purchasing time clock reads 2:00 P.M.
Questions regarding this RFP should be directed to: Nick Chin,
phone (559) 600-7113 or e-mail countypurchasing@co.fresno.ca.us.
Check County of Fresno Purchasing’s website at
https://www2.co.fresno.ca.us/0440/Bids/BidsHome.aspx
for any future addenda.
Please submit all Proposals to:
County of Fresno - Purchasing
4525 E. Hamilton Avenue, 2nd Floor
Fresno, CA 93702-4599
BIDDER TO COMPLETE
Undersigned agrees to furnish the commodity or service stipulated in the attached response at the prices and terms stated, subject to the attached
“County of Fresno Purchasing Standard Instructions And Conditions For Requests For Proposals (RFP’s) And Requests For Quotations (RFQ’s)”.
COMPANY
ADDRESS
CITY STATE ZIP CODE
( ) ( )
TELEPHONE NUMBER FACSIMILE NUMBER E-MAIL ADDRESS
SIGNATURE (IN BLUE INK)
PRINT NAME TITLE
PURCHASING USE: NC:ssj ORG/Requisition: 8905 / 8905160345
Attachment A
Page 1 of 34
Proposal No. 208-5407
1A
CCOOUUNNTTYY OOFF FFRREESSNNOO PPUURRCCHHAASSIINNGG
STANDARD INSTRUCTIONS AND CONDITIONS FOR
REQUESTS FOR PROPOSALS (RFP'S) AND REQUESTS FOR QUOTATIONS (RFQ'S)
Note: the reference to “bids” in the following paragraphs applies to RFP's and RFQ's
GENERAL CONDITIONS
By submitting a bid the bidder agrees to the following conditions. These conditions will apply to all subsequent purchases based on this bid.
1. BID PREPARATION:
A) All prices and notations must be typed or written in ink. No erasures
permitted. Errors may be crossed out, initialed and corrections printed
in ink by person signing bid.
B) Brand Names: Brand names and numbers when given are for
reference. Equal items will be considered, provided the offer clearly
describes the article and how it differs from that specified. In the
absence of such information it shall be understood the offering is
exactly as specified.
C) State brand or make of each item. If bidding on other than specified,
state make, model and brand being bid and attach supporting
literature/specifications to the bid.
D) Bid on each item separately. Prices should be stated in units specified
herein. All applicable charges must be quoted; charges on invoice not
quoted herein will be disallowed.
E) Time of delivery is a part of the consideration and must be stated in
definite terms and must be adhered to. F.O.B. Point shall be
destination or freight charges must be stated.
F) All bids must be dated and signed with the firm’s name and by an
authorized officer or employee.
G) Unless otherwise noted, prices shall be firm for one hundred eighty
(180) days after closing date of bid.
2. SUBMITTING BIDS:
A) Each bid must be submitted on forms provided in a sealed
envelope/package with bid number and closing date and time on the
outside of the envelope/package.
B) Interpretation: Should any discrepancies or omissions be found in the
bid specifications or doubt as to their meaning, the bidder shall notify
the Buyer in writing at once. The County shall not be held responsible
for verbal interpretations. Questions regarding the bid must be
received by Purchasing stated within this document. All addenda
issued shall be in writing, duly issued by Purchasing and incorporated
into the contract.
C) ISSUING AGENT/AUTHORIZED CONTACT: This RFP/RFQ has been
issued by County of Fresno, Purchasing. Purchasing shall be the
vendor’s sole point of contact with regard to the RFP/RFQ, its content,
and all issues concerning it.
All communication regarding this RFP/RFQ shall be directed to an
authorized representative of County Purchasing. The specific buyer
managing this RFP/RFQ is identified on the cover page, along with his
or her telephone number, and he or she should be the primary point of
contact for discussions or information pertaining to the RFP/RFQ.
Contact with any other County representative, including elected
officials, for the purpose of discussing this RFP/RFQ, its content, or
any other issue concerning it, is prohibited unless authorized by
Purchasing. Violation of this clause, by the vendor having unauthorized
contact (verbally or in writing) with such other County representatives,
may constitute grounds for rejection by Purchasing of the vendor’s
quotation.
The above stated restriction on vendor contact with County
representatives shall apply until the County has awarded a purchase
order or contract to a vendor or vendors, except as follows. First, in the
event that a vendor initiates a formal protest against the RFP/RFQ,
such vendor may contact the appropriate individual, or individuals who
are managing that protest as outlined in the County’s established
protest procedures. All such contact must be in accordance with the
sequence set forth under the protest procedures. Second, in the event
a public hearing is scheduled before the Board of Supervisors to hear
testimony prior to its approval of a purchase order or contract, any
vendor may address the Board.
D) Bids received after the closing time will NOT be considered.
E) Bidders are to bid what is specified or requested first. If unable to or
unwilling to, bidder may bid alternative or option, indicating all
advantages, disadvantages and their associated cost.
3. FAILURE TO BID:
A) If not bidding, return bid sheet and state reason for no bid or your
name may be removed from mailing list.
4. TAXES, CHARGES AND EXTRAS:
A) County of Fresno is subject to California sales and/or use tax
(8.225%). Please indicate as a separate line item if applicable.
B) DO NOT include Federal Excise Tax. County is exempt under
Registration No. 94-73-03401-K.
C) County is exempt from Federal Transportation Tax. Exemption
certificate is not required where shipping papers show consignee as
County of Fresno.
D) Charges for transportation, containers, packing, etc. will not be paid
unless specified in bid.
5. W-9 – REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND
CERTIFICATION & CALIFORNIA FORM 590 WITHHOLDING EXEMPTION
CERTIFICATE:
Upon award of bid, the vendor shall submit to County Purchasing, a
completed IRS Form W-9 - Request for Taxpayer Identification Number and
Attachment A
Page 2 of 34
Proposal No. 208-5407
1B
Certification and a California Form 590 Withholding Exemption Certificate if
not currently a County of Fresno approved vendor.
6. AWARDS:
A) Award(s) will be made to the most responsive responsible bidder;
however, the Fresno County Local Vendor Preference and/or the
Disabled Veteran Business Enterprise Preference shall take
precedence when applicable. Said Preferences apply only to Request
for Quotations for materials, equipment and/or supplies only (no
services); the preference do not apply to Request for Proposals. RFQ
evaluations will include such things as life-cycle cost, availability,
delivery costs and whose product and/or service is deemed to be in the
best interest of the County. The County shall be the sole judge in
making such determination.
B) Unless bidder gives notice of all-or-none award in bid, County may
accept any item, group of items or on the basis of total bid.
C) The County reserves the right to reject any and all bids and to waive
informalities or irregularities in bids.
D) Award Notices are tentative: Acceptance of an offer made in response
to this RFP/RFQ shall occur only upon execution of an agreement by
both parties or issuance of a valid written Purchase Order by Fresno
County Purchasing.
E) After award, all bids shall be open to public inspection. The County
assumes no responsibility for the confidentiality of information offered
in a bid.
7. TIE BIDS:
All other factors being equal, the contract shall be awarded to the Fresno
County vendor or, if neither or both are Fresno County vendors, it may be
awarded by the flip of a coin in the presence of witnesses or the entire bid
may be rejected and re-bid. If the General Requirements of the RFQ state
that they are applicable, the provisions of the Fresno County Local Vendor
Preference shall take priority over this paragraph.
8. PATENT INDEMNITY:
The vendor shall hold the County, its officers, agents and employees,
harmless from liability of any nature or kind, including costs and expenses,
for infringement or use of any copyrighted or un-copyrighted composition,
secret process, patented or unpatented invention, article or appliance
furnished or used in connection with this bid.
9. SAMPLES:
Samples, when required, must be furnished and delivered free and, if not
destroyed by tests, will upon written request (within thirty (30) days of bid
closing date) be returned at the bidder's expense. In the absence of such
notification, County shall have the right to dispose of the samples in
whatever manner it deems appropriate.
10. RIGHTS AND REMEDIES OF COUNTY FOR DEFAULT:
A) In case of default by vendor, the County may procure the articles or
service from another source and may recover the cost difference and
related expenses occasioned thereby from any unpaid balance due the
vendor or by proceeding against performance bond of the vendor, if
any, or by suit against the vendor. The prices paid by the County shall
be considered the prevailing market price at the time such purchase is
made.
B) Articles or services, which upon delivery inspection do not meet
specifications, will be rejected and the vendor will be considered in
default. Vendor shall reimburse County for expenses related to delivery
of non-specified goods or services.
C) Regardless of F.O.B. point, vendor agrees to bear all risks of loss,
injury or destruction to goods and materials ordered herein which occur
prior to delivery and such loss, injury or destruction shall not release
vendor from any obligation hereunder.
11. DISCOUNTS:
Terms of less than fifteen (15) days for cash payment will be considered as
net in evaluating this bid. A discount for payment within fifteen (15) days or
more will be considered in determining the award of bid. Discount period will
commence either the later of delivery or receipt of invoice by the County.
Standard terms are Net forty-five (45) days.
12. SPECIAL CONDITIONS IN BID SCHEDULE SUPERSEDE GENERAL
CONDITIONS:
The “General Conditions” provisions of this RFP/RFQ shall be superseded if
in conflict with any other section of this bid, to the extent of any such conflict.
13. SPECIAL REQUIREMENT:
With the invoice or within twenty-five (25) days of delivery, the seller must
provide to the County a Material Safety Data Sheet for each product, which
contains any substance on “The List of 800 Hazardous Substances”,
published by the State Director of Industrial Relations. (See Hazardous
Substances Information and Training Act, California State Labor Code
Sections 6360 through 6399.7.)
14. RECYCLED PRODUCTS/MATERIALS:
Vendors are encouraged to provide and quote (with documentation) recycled
or recyclable products/materials which meet stated specifications.
15. YEAR COMPLIANCE WARRANTY:
Vendor warrants that any product furnished pursuant to this Agreement/order
shall support a four-digit year format and be able to accurately process date
and time data from, into and between the twentieth and twenty-first
centuries, as well as leap year calculations. "Product" shall include, without
limitation, any piece or component of equipment, hardware, firmware,
middleware, custom or commercial software, or internal components or
subroutines therein. This warranty shall survive termination or expiration of
this Agreement.
In the event of any decrease in product functionality or accuracy related to
time and/or date data related codes and/or internal subroutines that impede
the product from operating correctly using dates beyond December 31, 1999,
vendor shall restore or repair the product to the same level of functionality as
warranted herein, so as to minimize interruption to County's ongoing
business process, time being of the essence. In the event that such warranty
compliance requires the acquisition of additional programs, the expense for
any such associated or additional acquisitions, which may be required,
including, without limitation, data conversion tools, shall be borne exclusively
by vendor. Nothing in this warranty shall be construed to limit any rights or
remedies the County may otherwise have under this Agreement with respect
to defects other than year performance.
16. PARTICIPATION:
Bidder may agree to extend the terms of the resulting contract to other
political subdivision, municipalities and tax-supported agencies.
Such participating Governmental bodies shall make purchases in their own
name, make payment directly to bidder, and be liable directly to the bidder,
holding the County of Fresno harmless.
Attachment A
Page 3 of 34
Proposal No. 208-5407
1C
17. CONFIDENTIALITY:
All services performed by vendor shall be in strict conformance with all
applicable Federal, State of California and/or local laws and regulations
relating to confidentiality, including but not limited to, California Civil Code,
California Welfare and Institutions Code, Health and Safety Code, California
Code of Regulations, Code of Federal Regulations.
Vendor shall submit to County’s monitoring of said compliance.
Vendor may be a business associate of County, as that term is defined in the
“Privacy Rule” enacted by the Health Insurance Portability and Accountability
Act of 1996 (HIPAA). As a HIPAA Business Associate, vendor may use or
disclose protected health information (“PHI”) to perform functions, activities
or services for or on behalf of County as specified by the County, provided
that such use or disclosure shall not violate HIPAA and its implementing
regulations. The uses and disclosures if PHI may not be more expansive
than those applicable to County, as the “Covered Entity” under HIPAA’s
Privacy Rule, except as authorized for management, administrative or legal
responsibilities of the Business Associate.
Vendor shall not use or further disclose PHI other than as permitted or
required by the County, or as required by law without written notice to the
County.
Vendor shall ensure that any agent, including any subcontractor, to which
vendor provides PHI received from, or created or received by the vendor on
behalf of County, shall comply with the same restrictions and conditions with
respect to such information.
18. APPEALS:
Appeals must be submitted in writing within seven (7) working days after
notification of proposed recommendations for award. A “Notice of Award” is
not an indication of County’s acceptance of an offer made in response to this
RFP/RFQ. Appeals should be submitted to County of Fresno Purchasing,
4525 E. Hamilton Avenue, Fresno, California 93702-4599 and in Word
format to gcornuelle@co.fresno.ca.us. Appeals should address only areas
regarding RFP/RFQ contradictions, procurement errors, quotation rating
discrepancies, legality of procurement context, conflict of interest, and
inappropriate or unfair competitive procurement grievance regarding the
RFP/RFQ process.
Purchasing will provide a written response to the complainant within seven
(7) working days unless the complainant is notified more time is required.
If the protesting bidder is not satisfied with the decision of Purchasing,
he/she shall have the right to appeal to the Purchasing Agent/CAO within
seven (7) working days after Purchasing’s notification; except if, notified to
appeal directly to the Board of Supervisors at the scheduled date and time.
If the protesting bidder is not satisfied with Purchasing Agent/CAO’s
decision, the final appeal is with the Board of Supervisors.
19. OBLIGATIONS OF CONTRACTOR:
A) CONTRACTOR shall perform as required by the ensuing contract.
CONTRACTOR also warrants on behalf of itself and all subcontractors
engaged for the performance of the ensuing contract that only persons
authorized to work in the United States pursuant to the Immigration
Reform and Control Act of 1986 and other applicable laws shall be
employed in the performance of the work hereunder.
B) CONTRACTOR shall obey all Federal, State, local and special district
laws, ordinances and regulations.
20. AUDITS & RETENTION:
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 (3) 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.
21. DISCLOSURE – CRIMINAL HISTORY & CIVIL ACTIONS:
Applies to Request for Proposal (RFP); does not apply to Request for
Quotation (RFQ) unless specifically stated elsewhere in the RFQ document.
In their proposal, the bidder is required to disclose if any of the following
conditions apply to them, their owners, officers, corporate managers and
partners (hereinafter collectively referred to as “Bidder”):
Within the three-year period preceding the proposal, they have been
convicted of, or had a civil judgment rendered against them for:
o fraud or a criminal offense in connection with obtaining,
attempting to obtain, or performing a public (federal, state,
or local) transaction or contract under a public transaction;
o violation of a federal or state antitrust statute;
o embezzlement, theft, forgery, bribery, falsification, or
destruction of records; or
o false statements or receipt of stolen property
Within a three-year period preceding their proposal, they have had a public
transaction (federal, state, or local) terminated for cause or default.
22. DATA SECURITY:
Individuals and/or agencies that enter into a contractual relationship with the
COUNTY for the purpose of providing services must employ adequate
controls and data security measures, both internally and externally to ensure
and protect the confidential information and/or data provided to contractor by
the COUNTY, preventing the potential loss, misappropriation or inadvertent
access, viewing, use or disclosure of COUNTY data including sensitive or
personal client information; abuse of COUNTY resources; and/or disruption
to COUNTY operations.
Individuals and/or agencies may not connect to or use COUNTY
networks/systems via personally owned mobile, wireless or handheld
devices unless authorized by COUNTY for telecommuting purposes and
provide a secure connection; up to date virus protection and mobile devices
must have the remote wipe feature enabled. Computers or computer
peripherals including mobile storage devices may not be used (COUNTY or
Contractor device) or brought in for use into the COUNTY’s system(s)
without prior authorization from COUNTY’s Chief Information Officer and/or
designee(s).
No storage of COUNTY’s private, confidential or sensitive data on any hard-
disk drive, portable storage device or remote storage installation unless
encrypted according to advance encryption standards (AES of 128 bit or
higher).
The COUNTY will immediately be notified of any violations, breaches or
potential breaches of security related to COUNTY’s confidential information,
Attachment A
Page 4 of 34
Proposal No. 208-5407
1D
data and/or data processing equipment which stores or processes COUNTY
data, internally or externally.
COUNTY shall provide oversight to Contractor’s response to all incidents
arising from a possible breach of security related to COUNTY’s confidential
client information. Contractor will be responsible to issue any notification to
affected individuals as required by law or as deemed necessary by COUNTY
in its sole discretion. Contractor will be responsible for all costs incurred as
a result of providing the required notification.
23. PURCHASING LOCATION & HOURS:
Fresno County Purchasing is located at 4525 E. Hamilton Avenue (second
floor), Fresno, CA 93702. Non-holiday hours of operation are Monday
through Friday, 8:00 A.M. to 12:00 Noon and 1:00 P.M. to 5:00 P.M. PST;
Purchasing is closed daily from 12:00 Noon to 1:00 P.M. The following
holiday office closure schedule is observed:
January 1* New Year's Day
Third Monday in January Martin Luther King, Jr.’s Birthday
Third Monday in February Washington - Lincoln Day
March 31* Cesar Chavez’ Birthday
Last Monday in May Memorial Day
July 4* Independence Day
First Monday in September Labor Day
November 11* Veteran's Day
Fourth Thursday in November Thanksgiving Day
Friday following Thanksgiving
December 25* Christmas
* When this date falls on a Saturday, the holiday is observed the
preceding Friday. If the date falls on a Sunday, the holiday is observed
the following Monday.
24. FRESNO COUNTY BOARD OF SUPERVISORS ADMINISTRATIVE
POLICIES:
ADMINISTRATIVE POLICY NUMBER 5
Contract Salary Limitation Fresno
County Administrative Policy No. 5 provides that in contracts with non-
profit organizations that primarily serve Fresno County and professional
service contracts where Fresno County is the sole client, the contractors
must agree to the following contract language: “The contractor agrees to limit
administrative cost to a maximum of 15% of the total program budget and to
limit employee benefits to a maximum of 20% of total salaries for those
employees working under this agreement during the term of the agreement.
Failure to conform to this provision will be grounds for contract termination at
the option of the County of Fresno.” Any bidder that wishes an exemption
from this contract requirements must set forth the request for exemption, as
well as a complete explanation of why the exemption should be granted, in
the bidder’s response to the RFP. Only the Board of Supervisors can
approve such exemption.
Policy Statement: Contractors shall be limited to a maximum 15%
administrative cost as compared to the total program budget and employee
benefits shall be limited to a maximum of 20% of salaries.
The following language will be included in each applicable contract:
"The contractor agrees to limit administrative cost to a maximum of 15% of
the total program budget and to limit employee benefits to a maximum of
20% of total salaries for those employees working under this agreement
during the term of this agreement. Failure to conform to this provision will be
grounds for contract termination at the option of the County of Fresno."
The above provision shall be applied to renewal or multi-year contracts with
non-profit organizations which primarily serve Fresno County and
professional services contracts where
Fresno County is the sole client, such as:
Community based organization service contracts related to social
services, health services, or probation services.
Cultural art program contracts.
Professional services contracts.
This policy will not apply to contracts between the County and the Federal or
State governments; or one-time contracts. The Board of Supervisors will
consider exemptions to this policy only upon the recommendation of the
County Administrative Office.
Management Responsibility: It shall be the responsibility of any County
official authorized by the Board of Supervisors to execute contracts or enter
into agreements on behalf of the County to review all applicable contracts to
insure that this policy is fully enforced.
It shall be the responsibility of the County Administrative Officer to review
requests for exemptions to this policy and to make recommendations to the
Board of Supervisors on such requests for exemption.
ADMINISTRATIVE POLICY NUMBER 34
Competitive Bids and Requests for Proposals
Fresno County Administrative Policy No. 34 provides that no person, firm
or subsidiary thereof who has been awarded a consulting services contract
by the County, may submit a bid for, or be awarded a contract for, the
provision of services, procurement of goods or supplies, or any other related
action which is required, suggested, or otherwise deemed appropriate in the
end product of the consulting services contract. Any bidder that wishes an
exemption from this contract limitation must set forth the request for
exemption, as well as a complete explanation of why the exemption should
be granted, in the bidder’s response to the RFP. Only the Board of
Supervisors, on a four-fifths (4/5) vote finding that such waiver is in the best
interests of the County, can waive this policy.
Definitions: Purchasing Authority and Responsibility – In accordance with
the State of California Government Code Section 25500 et seq., and the
Fresno County Ordinance Code Chapter 2.56, the Board of Supervisors has
established a County Purchasing Agent. The Board has designated the
County Administrative Officer as the Purchasing Agent. Unless otherwise
restricted, all necessary authority and responsibility has been delegated to
the Purchasing Agent to satisfy the acquisition requirements of the County.
The Purchasing Agent may defer day-to-day acquisition management to the
Purchasing Manager as appropriate.
Policy Statement: Competitive bids or requests for proposals shall be
secured for all contracts for goods or services which are proposed to be
acquired by the County except when in unusual or extraordinary
circumstances, a department head, requests an exception to competitive
bidding. All such requests must be documented by the department head
including a detailed description of the facts justifying the exception. The
Attachment A
Page 5 of 34
Proposal No. 208-5407
1E
request must receive concurrence of the procurement authority who will sign
that particular contract i.e. the Board of Supervisors or Purchasing
Agent/Purchasing Manager. The following circumstances are examples
which constitute “Suspension of Competition”:
In an emergency when goods or services are immediately necessary
for the preservation of the public health, welfare, or safety, or for the
protection of County property.
When the contract is with a federal, state, or local governmental
agency.
When the department head, with the concurrence of the Purchasing
Agent, finds that the cost of preparing and administering a competitive
bidding process in a particular case will equal or exceed the estimated
contract amount or $1,000 whichever is more.
When a contract provides only for payment of per diem and travel
expenses and there is to be no payment for services rendered.
When obtaining the services of expert witnesses for litigation or special
counsel to assist the County.
When in unusual or extraordinary circumstances, the Board of
Supervisors or the Purchasing Agent/Purchasing Manager determines
that the best interests of the County would be served by not securing
competitive bids or issuing a request for proposal.
Contracts for services should not usually cover a period of more than one
year although a longer period may be approved in unusual circumstances.
Multiple year contracts must include provisions for early termination and
must be contingent on available funding. Unless exempted as provided for
above, no contract for service shall extend, either by original contract or by
extension, beyond three years unless competitive bids have been sought or
a Request for Proposal has been processed.
During any competitive bidding procedure, all bids shall be opened publicly
and the dollar amount of each bid shall be read aloud. Under no
circumstance shall a bid which is received at the designated place of
opening after the closing time be opened or considered.
Contracts for goods or services shall not be effective until approved by the
Board of Supervisors or, if appropriate, the Purchasing Agent/Purchasing
Manager. Contractors and vendors shall be advised by the responsible
department head that performance under the contract may not commence
prior to such approval.
Medical Professional Contracts
The competitive recruitment process, annual performance evaluation, and
periodic salary surveys are equivalent to competitive bids for independent
physicians contracting with the County on a fee for service basis.
A salary survey for physician services shall be conducted every two years.
Contracts for physician services shall not extend, either by original contract
or by extension, beyond five years unless competitive bids have been sought
or unless exempted as provided above.
Contracts for Legal Services
The competitive recruitment process, annual performance evaluation, and
periodic salary surveys are equivalent to competitive bids for independent
law firms and attorneys contracting with the County on a fee for service
basis.
A salary survey for legal services shall be conducted every two years.
The selection of and contracting with firms to provide legal services shall be
coordinated through the County Counsel's Office. The County Counsel shall
assist in securing a law firm with the requisite legal expertise and price
structure that would provide the best service to the County. County Counsel
shall be involved throughout the process of selecting a firm, developing a
contract, and monitoring the billing and services provided throughout the
contract period.
Prohibited Bids Concerning End Product of Consulting Contracts
No person, firm, or subsidiary thereof who has been awarded a consulting
services contract by the County, shall be awarded a contract for the
provision of services, procurement of goods or supplies, or any other related
action which is required, suggested, or otherwise deemed appropriate in the
end product of the consulting services contract. This policy may be waived
by the Board of Supervisors on a four-fifths (4/5) vote finding that such
waiver is in the best interests of the County.
Management Responsibility: The County Administrative Officer is
responsible for preparing and issuing written procedures to assure
compliance with this policy by all County officials and departments.
ADMINISTRATIVE POLICY NUMBER 71
Prohibiting the Use of Public Funds for Political Advocacy
Fresno County Administrative Policy No. 71 provides that no County
assets, including money, shall be used for political campaigns of any type.
Political campaigns are defined as political advocacy for or opposition to a
matter or person that has qualified for the ballot. No contract entered into by
the County shall provide for use of County monies for political campaigns.
Policy Statement: Government assets, including money, grant funds, paid
staff time, equipment and supplies, facilities or any other government asset
shall not be used for political campaigns of any type. Political campaigns are
defined as political advocacy for or opposition to a matter or person that has
qualified for the ballot.
Management Responsibility: Department Heads shall be held responsible
for ensuring that government assets within their control are not used to
advocate for or against any matter or person that has qualified for the ballot.
This section does not prohibit the expenditure of government assets to
create and provide informational or educational materials regarding a matter
that has qualified for the ballot. Such information or educational materials
shall provide a fair, accurate and impartial presentation of relevant
information relating to the matter that has qualified for the ballot. However,
government assets shall not be expended to create and provide such
informational or educational materials in the 90 days prior to the election
unless specifically authorized by the Board of Supervisors or required by the
Public Records Act or other law.
Attachment A
Page 6 of 34
Proposal No. 208-5407 Page 2
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TABLE OF CONTENTS
PAGE
OVERVIEW ..................................................................................................................... 3
KEY DATES .................................................................................................................... 3
TRADE SECRET ACKNOWLEDGEMENT ..................................................................... 4
DISCLOSURE – CRIMINAL HISTORY & CIVIL ACTIONS ............................................. 6
REFERENCE LIST .......................................................................................................... 9
PARTICIPATION ........................................................................................................... 10
GENERAL REQUIREMENTS ....................................................................................... 11
BIDDING INSTRUCTIONS AND REQUIREMENTS ..................................................... 17
SCOPE OF WORK ........................................................................................................ 19
COST PROPOSAL ........................................................................................................ 24
PROPOSAL CONTENT REQUIREMENTS ................................................................... 25
AWARD CRITERIA ....................................................................................................... 28
CHECK LIST ................................................................................................................. 29
Attachment A
Page 7 of 34
Proposal No. 208-5407 Page 3
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OVERVIEW
The County of Fresno on behalf of the Department of Internal Services (ISD) is requesting proposals from
qualified vendors to provide a Software Asset Management (SAM) system. The Software Asset Management
system will facilitate monitoring and tracking of various software installed on personal computers (PC) and
servers. The new system is expected to be a user friendly, functionally rich, and technologically current
integrated system. It must have been successfully deployed and fully operational for at least six months at
the time of proposal submission for a client which is similar in size and complexity to the County of Fresno.
The County of Fresno has approximately 7,000 employees and approximately 10,000 servers and PCs that
would utilize this system.
KEY DATES
RFP Issue Date: December 15, 2015
Vendor Conference: January 7, 2016 at 10:00 A.M.
Vendors are to contact Nick Chin at (559) 600-7113
or countypurchasing@co.fresno.ca.us to receive a
Skype invitation to the conference call.
(Skype for Business is not required to participate. The
link provided in the emailed invitation will open Skype
for Business in any web browser.)
Skype for Business Meeting
Conference Call #: (559) 600-9870
Conference ID: 859672
Deadline for Written Requests for Interpretations
or Corrections of RFP:
January 12, 2016 at 10:00 A.M.
E-Mail: CountyPurchasing@co.fresno.ca.us
RFP Closing Date: January 28, 2016 at 2:00 P.M.
County of Fresno Purchasing
4525 E. Hamilton Avenue, 2nd Floor
Fresno, CA 93702
Attachment A
Page 8 of 34
Proposal No. 208-5407 Page 4
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TRADE SECRET ACKNOWLEDGEMENT
All proposals received by the County shall be considered "Public Record" as defined by Section 6252 of the
California Government Code. This definition reads as follows:
"...Public records" includes any writing containing information relating to the conduct of the public's
business prepared, owned, used or retained by any state or local agency regardless of physical form or
characteristics "Public records" in the custody of, or maintained by, the Governor's office means any writing
prepared on or after January 6, 1975."
Each proposal submitted is Public record and is therefore subject to inspection by the public per Section 6253
of the California Government Code. This section states that "every person has a right to inspect any public
record".
The County will not exclude any proposal or portion of a proposal from treatment as a public record except in
the instance that it is submitted as a trade secret as defined by the California Government Code. Information
submitted as proprietary, confidential or under any other such terms that might suggest restricted public
access will not be excluded from treatment as public record.
"Trade secrets" as defined by Section 6254.7 of the California Government Code are deemed not to be public
record. This section defines trade secrets as:
"...Trade secrets," as used in this section, may include, but are not limited to, any formula, plan,
pattern, process, tool, mechanism, compound, procedure, production data or compilation of
information that is not patented, which is known only to certain individuals within a commercial
concern who are using it to fabricate, produce, or compound an article of trade or a service having
commercial value and which gives its user an opportunity to obtain a business advantage over
competitors who do not know or use it."
Information identified by bidder as "trade secret" will be reviewed by County of Fresno's legal counsel to
determine conformance or non-conformance to this definition. Such material should be submitted in a
separate binder marked "Trade Secret". Examples of material not considered to be trade secrets are pricing,
cover letter, promotional materials, etc.
INFORMATION THAT IS PROPERLY IDENTIFIED AS TRADE SECRET AND CONFORMS TO THE
ABOVE DEFINITION WILL NOT BECOME PUBLIC RECORD. COUNTY WILL SAFEGUARD THIS
INFORMATION IN AN APPROPRIATE MANNER.
Information identified by bidder as trade secret and determined not to be in conformance with the California
Government Code definition shall be excluded from the proposal. Such information will be returned to the
bidder at bidder's expense upon written request.
Trade secrets must be submitted in a separate binder that is plainly marked "Trade Secrets."
The County shall not in any way be liable or responsible for the disclosure of any proposals or portions
thereof, if they are not (1) submitted in a separate binder that is plainly marked "Trade Secret" on the outside;
and (2) if disclosure is required or allowed under the provision of law or by order of Court.
Vendors are advised that the County does not wish to receive trade secrets and that vendors are not to
supply trade secrets unless they are absolutely necessary.
Attachment A
Page 9 of 34
Proposal No. 208-5407 Page 5
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TRADE SECRET ACKNOWLEDGEMENT
I have read and understand the above "Trade Secret Acknowledgement."
I understand that the County of Fresno has no responsibility for protecting information submitted as a trade
secret if it is not delivered in a separate binder plainly marked "Trade Secret." I also understand that all
information my company submits, except for that information submitted in a separate binder plainly marked
“Trade Secret,” are public records subject to inspection by the public. This is true no matter whether my
company identified the information as proprietary, confidential or under any other such terms that might
suggest restricted public access.
Enter company name on appropriate line:
Has submitted information identified as Trade Secrets in
a separate marked binder.** (Company Name)
Has not submitted information identified as Trade
Secrets. Information submitted as proprietary
confidential or under any other such terms that might
suggest restricted public access will not be excluded
from treatment as public record.
(Company Name)
ACKNOWLEDGED BY:
( )
Signature (In Blue Ink) Telephone
Print Name and Title Date
Address
City State Zip
**Bidders brief statement that clearly sets out the reasons for confidentiality in conforming with the California
Government Code definition.
Attachment A
Page 10 of 34
Proposal No. 208-5407 Page 6
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DISCLOSURE – CRIMINAL HISTORY & CIVIL ACTIONS
In their proposal, the bidder is required to disclose if any of the following conditions apply to them, their
owners, officers, corporate managers and partners (hereinafter collectively referred to as “Bidder”):
Within the three-year period preceding the proposal, they have been convicted of, or had a civil
judgment rendered against them for:
o fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a
public (federal, state, or local) transaction or contract under a public transaction;
o violation of a federal or state antitrust statute;
o embezzlement, theft, forgery, bribery, falsification, or destruction of records; or
o false statements or receipt of stolen property
Within a three-year period preceding their proposal, they have had a public transaction (federal, state,
or local) terminated for cause or default.
Disclosure of the above information will not automatically eliminate a Bidder from consideration. The
information will be considered as part of the determination of whether to award the contract and any
additional information or explanation that a Bidder elects to submit with the disclosed information will be
considered. If it is later determined that the Bidder failed to disclose required information, any contract
awarded to such Bidder may be immediately voided and terminated for material failure to comply with the
terms and conditions of the award.
Any Bidder who is awarded a contract must sign an appropriate Certification Regarding Debarment,
Suspension, and Other Responsibility Matters. Additionally, the Bidder awarded the contract must
immediately advise the County in writing if, during the term of the agreement: (1) Bidder becomes
suspended, debarred, excluded or ineligible for participation in federal or state funded programs or from
receiving federal funds as listed in the excluded parties list system (http://www.epls.gov); or (2) any of the
above listed conditions become applicable to Bidder. The Bidder will indemnify, defend and hold the County
harmless for any loss or damage resulting from a conviction, debarment, exclusion, ineligibility or other matter
listed in the signed Certification Regarding Debarment, Suspension, and Other Responsibility Matters.
Attachment A
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Proposal No. 208-5407 Page 7
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CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER
RESPONSIBILITY MATTERS--PRIMARY COVERED TRANSACTIONS
INSTRUCTIONS FOR CERTIFICATION
1. By signing and submitting this proposal, the prospective primary participant is providing the
certification set out below.
2. The inability of a person to provide the certification required below will not necessarily result in denial
of participation in this covered transaction. The prospective participant shall submit an explanation of
why it cannot provide the certification set out below. The certification or explanation will be
considered in connection with the department or agency's determination whether to enter into this
transaction. However, failure of the prospective primary participant to furnish a certification or an
explanation shall disqualify such person from participation in this transaction.
3. The certification in this clause is a material representation of fact upon which reliance was placed
when the department or agency determined to enter into this transaction. If it is later determined that
the prospective primary participant knowingly rendered an erroneous certification, in addition to other
remedies available to the Federal Government, the department or agency may terminate this
transaction for cause or default.
4. The prospective primary participant shall provide immediate written notice to the department or
agency to which this proposal is submitted if at any time the prospective primary participant learns
that its certification was erroneous when submitted or has become erroneous by reason of changed
circumstances.
5. The terms covered transaction, debarred, suspended, ineligible, participant, person, primary covered
transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meanings
set out in the Definitions and Coverage sections of the rules implementing Executive Order 12549.
You may contact the department or agency to which this proposal is being submitted for assistance in
obtaining a copy of those regulations.
6. Nothing contained in the foregoing shall be construed to require establishment of a system of records
in order to render in good faith the certification required by this clause. The knowledge and
information of a participant is not required to exceed that which is normally possessed by a prudent
person in the ordinary course of business dealings.
Attachment A
Page 12 of 34
Proposal No. 208-5407 Page 8
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CERTIFICATION
(1) The prospective primary participant certifies to the best of its knowledge and belief, that it, its owners,
officers, corporate managers and partners:
(a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded by any Federal department or agency;
(b) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment
rendered against them for commission of fraud or a criminal offense in connection with obtaining,
attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a
public transaction; violation of Federal or State antitrust statutes or commission of embezzlement,
theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving
stolen property;
(c) Have not within a three-year period preceding this application/proposal had one or more public
transactions (Federal, State or local) terminated for cause or default.
(2) Where the prospective primary participant is unable to certify to any of the statements in this certification,
such prospective participant shall attach an explanation to this proposal.
Signature:
(in blue ink)
Date:
(Printed Name & Title) (Name of Agency or Company)
Attachment A
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Proposal No. 208-5407 Page 9
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VENDOR MUST COMPLETE AND RETURN WITH REQUEST FOR PROPOSAL
Firm:
REFERENCE LIST
Provide a list of at least five (5) customers for whom you have recently provided similar services. Be sure to
include all requested information.
Reference Name: Contact:
Address:
City: State: Zip:
Phone No.: ( ) Date:
Service Provided:
Reference Name: Contact:
Address:
City: State: Zip:
Phone No.: ( ) Date:
Service Provided:
Reference Name: Contact:
Address:
City: State: Zip:
Phone No.: ( ) Date:
Service Provided:
Reference Name: Contact:
Address:
City: State: Zip:
Phone No.: ( ) Date:
Service Provided:
Reference Name: Contact:
Address:
City: State: Zip:
Phone No.: ( ) Date:
Service Provided:
Failure to provide a list of at least five (5) customers may be cause for rejection of this RFP.
Attachment A
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Proposal No. 208-5407 Page 10
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PARTICIPATION
The County of Fresno is a member of the Central Valley Purchasing Group. This group consists of Fresno,
Kern, Kings, and Tulare Counties and all governmental, tax supported agencies within these counties.
Whenever possible, these and other tax supported agencies co-op (piggyback) on contracts put in place by
one of the other agencies.
Any agency choosing to avail itself of this opportunity, will make purchases in their own name, make payment
directly to the contractor, be liable to the contractor and vice versa, per the terms of the original contract, all
the while holding the County of Fresno harmless. If awarded this contract, please indicate whether you would
extend the same terms and conditions to all tax supported agencies within this group as you are proposing to
extend to Fresno County. * Note: This form/information is not rated or ranked for evaluation purposes.
Yes, we will extend contract terms and conditions to all qualified agencies within the Central Valley
Purchasing Group and other tax supported agencies.
No, we will not extend contract terms to any agency other than the County of Fresno.
(Authorized Signature in Blue Ink)
Title
Attachment A
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Proposal No. 208-5407 Page 11
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GENERAL REQUIREMENTS
DEFINITIONS: The terms Bidder, Proposer, Contractor, and Vendor are all used interchangeably and refer to
that person, partnership, corporation, organization, agency, etc. which is offering the proposal.
LOCAL VENDOR PREFERENCE: The Local Vendor Preference does not apply to this Request for
Proposal.
RFP CLARIFICATION AND REVISIONS: Any revisions to the RFP will be issued and distributed as written
addenda.
FIRM PROPOSAL: All proposals shall remain firm for at least one hundred eighty (180) days.
PROPOSAL PREPARATION: Proposals should be submitted in the formats shown under "PROPOSAL
CONTENT REQUIREMENTS" section of this RFP.
County of Fresno will not be held liable or any cost incurred by bidders responding to RFP.
Bidders are to bid what is specified or requested first. If unable to or unwilling to, bidder may bid alternative
or option, indicating all advantages, disadvantages and their associated cost.
SUPPORTIVE MATERIAL: Additional material may be submitted with the proposal as appendices. Any
additional descriptive material that is used in support of any information in your proposal must be referenced
by the appropriate paragraph(s) and page number(s).
Bidders are asked to submit their proposals in a binder (one that allows for easy removal of pages) with index
tabs separating the sections identified in the Table of Contents. Pages must be numbered on the bottom of
each page.
Any proposal attachments, documents, letters and materials submitted by the vendor shall be binding and
included as a part of the final contract should your bid be selected.
TAXES: The quoted amount must include all applicable taxes. If taxes are not specifically identified in the
proposal it will be assumed that they are included in the total quoted.
SALES TAX: Fresno County pays California State Sales Tax in the amount of 8.225% regardless of vendor's
place of doing business.
RETENTION: County of Fresno reserves the right to retain all proposals, excluding proprietary documentation
submitted per the instructions of this RFP, regardless of which response is selected.
ORAL PRESENTATIONS: Each finalist may be required to make an oral presentation in Fresno County and
answer questions from County personnel.
AWARD/REJECTION: The award will be made to the vendor offering the overall proposal deemed to be to
the best advantage of the County. The County shall be the sole judge in making such determination. The
County reserves the right to reject any and all proposals. The lowest bidders are not arbitrarily the vendors
whose proposals will be selected. Award Notices are tentative: Acceptance of an offer made in response to
this RFP shall occur only upon execution of an agreement by both parties or issuance of a valid written
Purchase Order by Fresno County Purchasing.
County Purchasing will chair or co-chair all award, evaluation and contract negotiation committees.
Award may require approval by the County of Fresno Board of Supervisors.
WAIVERS: The County reserves the right to waive any informalities or irregularities and any technical or
clerical errors in any quote as the interest of the County may require.
TERMINATION: The County reserves the right to terminate any resulting contract upon written notice.
Attachment A
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Proposal No. 208-5407 Page 12
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MINOR DEVIATIONS: The County reserves the right to negotiate minor deviations from the prescribed terms,
conditions and requirements with the selected vendor.
PROPOSAL REJECTION: Failure to respond to all questions or not to supply the requested information
could result in rejection of your proposal.
ASSIGNMENTS: The ensuing proposed contract will provide that the vendor may not assign any payment or
portions of payments without prior written consent of the County of Fresno.
BIDDERS LIABILITIES: County of Fresno will not be held liable for any cost incurred by vendors in
responding to the RFP.
CONFIDENTIALITY: Bidders shall not disclose information about the County's business or business
practices and safeguard confidential data which vendor staff may have access to in the course of system
implementation.
DISPUTE RESOLUTION: The ensuing contract shall be governed by the laws of the State of California.
Any claim which cannot be amicably settled without court action will be litigated in the U. S. District Court for
the Eastern District of California in Fresno, CA or in a state court for Fresno County.
NEWS RELEASE: Vendors shall not issue any news releases or otherwise release information to any third
party about this RFP or the vendor's quotation without prior written approval from the County of Fresno.
BACKGROUND REVIEW: The County reserves the right to conduct a background inquiry of each
proposer/bidder which may include collection of appropriate criminal history information, contractual and
business associations and practices, employment histories and reputation in the business community. By
submitting a proposal/bid to the County, the vendor consents to such an inquiry and agrees to make available
to the County such books and records the County deems necessary to conduct the inquiry.
PERFORMANCE BOND: The successful bidders may be required to furnish a faithful performance bond.
Bidders are to quote a separate price for a performance bond.
ACQUISITIONS: The County reserves the right to obtain the whole system/services/goods as proposed or
only a portion of the system/services/goods, or to make no acquisition at all.
OWNERSHIP: The successful vendor will be required to provide to the County of Fresno documented proof
of ownership by the vendor, or its designated subcontractor, upon request of the proposed
programs/services/goods.
EXCEPTIONS: Identify with explanation, any terms, conditions, or stipulations of the RFP with which you
CAN NOT or WILL NOT comply.
ADDENDA: In the event that it becomes necessary to revise any part of this RFP, addenda will be provided
to all agencies and organizations that receive the basic RFP.
SUBCONTRACTORS: If a subcontractor is proposed, complete identification of the subcontractor and his
tasks should be provided. The primary contractor is not relieved of any responsibility by virtue of using a
subcontractor.
CONFLICT OF INTEREST: The County shall not contract with, and shall reject any bid or proposal
submitted by the persons or entities specified below, unless the Board of Supervisors finds that special
circumstances exist which justify the approval of such contract:
1. Employees of the County or public agencies for which the Board of Supervisors is the governing body.
2. Profit-making firms or businesses in which employees described in Subsection (1) serve as officers,
principals, partners or major shareholders.
3. Persons who, within the immediately preceding twelve (12) months, came within the provisions of
Subsection (1), and who were employees in positions of substantial responsibility in the area of service to
Attachment A
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Proposal No. 208-5407 Page 13
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be performed by the contract, or participated in any way in developing the contract or its service
specifications.
4. Profit-making firms or businesses in which the former employees described in Subsection (3) serve as
officers, principals, partners or major shareholders.
5. No County employee, whose position in the County enables him to influence the selection of a contractor
for this RFP, or any competing RFP, and no spouse or economic dependent of such employee, shall be
employees in any capacity by a bidder, or have any other direct or indirect financial interest in the
selection of a contractor.
6. In addition, no County employee will be employed by the selected vendor to fulfill the vendor’s contractual
obligations to the County.
ORDINANCE 3.08.130 – POST-SEPARATION EMPLOYMENT PROHIBITED: No officer or employee of the
County who separates from County service shall for a period of one year after separation enter into any
employment, contract, or other compensation arrangement with any County consultant, vendor, or other
County provider of goods, materials, or services, where the officer or employee participated in any part of the
decision making process that led to the County relationship with the consultant, vendor or other County
provider of goods, materials or services.
Pursuant to Government Code section 25132(a), a violation of the ordinance may be enjoined by an
injunction in a civil lawsuit, or prosecuted as a criminal misdemeanor.
EVALUATION CRITERIA: Respondents will be evaluated on the basis of their responses to all questions
and requirements in this RFP and product cost. The County shall be the sole judge in the ranking process
and reserves the right to reject any or all bids. False, incomplete or unresponsive statements in connection
with this proposal may be sufficient cause for its rejection.
SELECTION PROCESS: All proposals will be evaluated by a team consisting of representatives from
appropriate County Department(s), and Purchasing. It will be their responsibility to make the final
recommendations. Purchasing will chair or co-chair the evaluation or evaluation process.
Organizations that submit a proposal may be required to make an oral presentation to the Selection
Committee. These presentations provide an opportunity for the individual, agency, or organization to clarify
its proposal to ensure thorough, mutual understanding.
INDEPENDENT CONTRACTOR: In performance of the work, duties, and obligations assumed by Contractor
under any ensuing 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
venture, partner, or associate of the County. Furthermore, County shall have no right to control, 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 the Agreement, Contractor may be providing services to
others unrelated to the COUNTY or to the Agreement.
HOLD HARMLESS CLAUSE: Contractor agrees to indemnify, save, hold harmless and at County's request,
defend the County, its officers, agents and employees, from any and all costs and expenses, damages,
liabilities, claims and losses occurring or resulting to County in connection with the performance, or failure to
perform, by Contractor, its officers, agents or employees under this Agreement and from any and all costs
and expenses, damages, liabilities, claims and losses occurring or resulting to any person, firm or corporation
Attachment A
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Proposal No. 208-5407 Page 14
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who may be injured or damaged by the performance, or failure to perform, of Contractor, its officers, agents or
employees under this Agreement.
SELF-DEALING TRANSACTION DISCLOSURE: Contractor agrees that when operating as a corporation (a
for-profit or non-profit corporation), or if during the term of the agreement the Contractor changes its status to
operate as a corporation, members of the Contractor’s Board of Directors shall disclose any self-dealing
transactions that they are a party to while Contractor is providing goods or performing services under the
agreement with the County. A self-dealing transaction shall mean a transaction to which the Contractor is a
party and in which one or more of its directors has a material financial interest. Members of the Board of
Directors shall disclose any self-dealing transactions that they are a party to by completing and signing a
Fresno County Self-Dealing Transaction Disclosure Form and submitting it to the County prior to commencing
with the self-dealing transaction or immediately thereafter.
PRICE RESPONSIBILITY: The selected vendor will be required to assume full responsibility for all services
and activities offered in the proposal, whether or not they are provided directly. Further, the County of Fresno
will consider the selected vendor to be the sole point of contact with regard to contractual matters, including
payment of any and all charges resulting from the contract. The contractor may not subcontract or transfer
the contract, or any right or obligation arising out of the contract, without first having obtained the express
written consent of the County.
ADDRESSES AND TELEPHONE NUMBERS: The vendor will provide the business address and mailing
address, if different, as well as the telephone number of the individual signing the contract.
ASSURANCES: Any contract awarded under this RFP must be carried out in full compliance with The Civil
Rights Act of 1964, The Americans With Disabilities Act of 1990, their subsequent amendments, and any and
all other laws protecting the rights of individuals and agencies. The County of Fresno has a zero tolerance for
discrimination, implied or expressed, and wants to ensure that policy continues under this RFP. The
contractor must also guarantee that services, or workmanship, provided will be performed in compliance with
all applicable local, state, or federal laws and regulations pertinent to the types of services, or project, of the
nature required under this RFP. In addition, the contractor may be required to provide evidence
substantiating that their employees have the necessary skills and training to perform the required services or
work.
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 One
Million Dollars ($1,000,000) per occurrence and an annual aggregate of Two Million Dollars ($2,000,000).
This policy shall be issued on a per occurrence basis. COUNTY may require specific coverages
including completed operations, products liability, contractual liability, Explosion-Collapse-Underground,
fire legal liability or any other liability insurance deemed necessary because of the nature of this contract.
B. Automobile Liability: Comprehensive Automobile Liability Insurance with limits for bodily injury of not less
than Two Hundred Fifty Thousand Dollars ($250,000.00) per person, Five Hundred Thousand Dollars
($500,000.00) per accident and for property damages of not less than Fifty Thousand Dollars
($50,000.00), or such coverage with a combined single limit of Five Hundred Thousand Dollars
($500,000.00). Coverage should include owned and non-owned vehicles 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.
This coverage shall be issued on a per claim basis. Contractor agrees that it shall maintain, at its sole
expense, in full force and effect for a period of three (3) years following the termination of this Agreement,
one or more policies of professional liability insurance with limits of coverage as specified herein.
D. Worker's Compensation: A policy of Worker's Compensation insurance as may be required by the
California Labor Code.
Attachment A
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Proposal No. 208-5407 Page 15
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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. This insurance shall not be cancelled or changed without a minimum of thirty (30) days
advance written notice given to County.
Within thirty (30) days from the date Contractor 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, Internal Services Department, Attn: Vincent Montgomery, 2048 N. Fine Avenue, Fresno,
CA 93727, 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.
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.
AUDIT AND RETENTION: 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.
DEFAULT: In case of default by the selected bidder, the County may procure materials and services from
another source and may recover the loss occasioned thereby from any unpaid balance due the selected
bidder, or by any other legal means available to the County.
BREACH OF CONTRACT: In the event of breach of contract by either party, the other party shall be relieved
of its obligations under this agreement and may pursue any legal remedies.
CONFIDENTIALITY: All services performed by vendor shall be in strict conformance with all applicable
Federal, State of California and/or local laws and regulations relating to confidentiality, including but not
limited to, California Civil Code, California Welfare and Institutions Code, Health and Safety Code, California
Code of Regulations, Code of Federal Regulations.
Vendor shall submit to County’s monitoring of said compliance.
Vendor may be a Business associate of County, as that term is defined in the “Privacy Rule” enacted by the
Health Insurance Portability and Accountability Act of 1996 (HIPAA). As a HIPAA Business Associate,
vendor may use or disclose protected health information (“PHI”) to perform functions, activities or services for
or on behalf of County, as specified by the County, provided that such use or disclosure shall not violate
HIPAA and its implementing regulations. The uses and disclosures of PHI may not be more expansive than
those applicable to County, as the “Covered Entity” under HIPAA’s Privacy Rule, except as authorized for
management, administrative or legal responsibilities of the Business Associate.
Attachment A
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Vendor shall not use or further disclose PHI other than as permitted or required by the County, or as required
by law without written notice to the County.
Vendor shall ensure that any agent, including any subcontractor, to which vendor provides PHI received from,
or created or received by the vendor on behalf of County, shall comply with the same restrictions and
conditions with respect to such information.
APPEALS: Appeals must be submitted in writing within *seven (7) working days after notification of proposed
recommendations for award. A “Notice of Award” is not an indication of County’s acceptance of an offer
made in response to this RFP. Appeals shall be submitted to County of Fresno Purchasing, 4525 E. Hamilton
Avenue 2nd Floor, Fresno, California 93702-4599 and in Word format to gcornuelle@co.fresno.ca.us.
Appeals should address only areas regarding RFP contradictions, procurement errors, proposal rating
discrepancies, legality of procurement context, conflict of interest, and inappropriate or unfair competitive
procurement grievance regarding the RFP process.
Purchasing will provide a written response to the complainant within *seven (7) working days unless the
complainant is notified more time is required.
If the protesting bidder is not satisfied with the decision of Purchasing, he/she shall have the right to appeal to
the Purchasing Agent/CAO within seven (7) working days after Purchasing’s notification; except, if notified to
appeal directly to the Board of Supervisors at the scheduled date and time.
If the protesting bidder is not satisfied with Purchasing Agent/CAO’s decision, the final appeal is with the
Board of Supervisors.
*The seven (7) working day period shall commence and be computed by excluding the first day and including the last day upon the date
that the notification is issued by the County.
RIGHTS OF OWNERSHIP: The County shall maintain all rights of ownership and use to all materials
designed, created or constructed associated with this service/project/program.
Attachment A
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Proposal No. 208-5407 Page 17
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BIDDING INSTRUCTIONS AND REQUIREMENTS
ISSUING AGENT: This RFP has been issued by County of Fresno, Purchasing. Purchasing shall be the
vendor’s sole point of contact with regard to the RFP, its content, and all issues concerning it.
AUTHORIZED CONTACT: All communication regarding this RFP shall be directed to an authorized
representative of County Purchasing. The specific buyer managing this RFP is identified on the cover page,
along with his or her telephone number, and he or she should be the primary point of contact for discussions
or information pertaining to the RFP. Contact with any other County representative, including elected
officials, for the purpose of discussing this RFP, it content, or any other issue concerning it, is prohibited
unless authorized by Purchasing. Violation of this clause, by the vendor having unauthorized contact
(verbally or in writing) with such other County representatives, may constitute grounds for rejection by
Purchasing of the vendor’s quotation.
The above stated restriction on vendor contact with County representatives shall apply until the County has
awarded a purchase order or contract to a vendor or vendors, except as follows. First, in the event that a
vendor initiates a formal protest against the RFP, such vendor may contact the appropriate individual, or
individuals who are managing that protest as outlined in the County’s established protest procedures. All
such contact must be in accordance with the sequence set forth under the protest procedures. Second, in the
event a public hearing is scheduled before the Board of Supervisors to hear testimony prior to its approval of
a purchase order or contract, any vendor may address the Board.
VENDOR CONFERENCE: On January 7, 2016 at 10:00 A.M., a vendor's conference will be held in
which the scope of the project and proposal requirements will be explained. The meeting will be held
as a conference call on Skype for Business. Skype for Business is not required to participate.
Vendors are to contact Nick Chin at (559) 600-7113 or countypurchasing@co.fresno.ca.us to receive a
Skype invitation to the conference call. The link provided in the emailed invitation will open Skype for
Business in any web browser. Addendum will be prepared and distributed to all bidders only if necessary
to clarify substantive items raised during the bidders' conference.
Skype for Business Meeting
Conference Call #: (559) 600-9870
Conference ID: 859672
NUMBER OF COPIES: Submit one (1) original, with two (2) *reproducible compact disc enclosed and
seven (7) copies of your proposal no later than the proposal closing date and time as stated on the front of
this document to County of Fresno Purchasing. Each copy to be identical to the original, include all
supporting documentation (e.g. literature, brochures, reports, schedules etc.). The cover page of each
quotation is to be appropriately marked “Original” or “Copy”.
*Bidder shall submit two (2) reproducible compact discs (e.g.: PDF file) containing the complete
proposal excluding trade secrets. Compact discs should accompany the original binder and should
be either attached to the inside cover of the binder or inserted in an attached sleeve or envelope in
the front of the binder to insure the discs are not misplaced.
INTERPRETATION OF RFP: Vendors must make careful examination of the requirements, specifications
and conditions expressed in the RFP and fully inform themselves as to the quality and character of services
required. If any person planning to submit a proposal finds discrepancies in or omissions from the RFP or
has any doubt as to the true meaning or interpretation, correction thereof may be requested at the scheduled
Vendor Conference (see above). Any change in the RFP will be made only by written addendum, duly issued
by the County. The County will not be responsible for any other explanations or interpretations.
Attachment A
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Proposal No. 208-5407 Page 18
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Questions may be submitted subsequent to the Vendor Conference, subject to the following conditions:
a. Such questions are submitted in writing to the County Purchasing not later than January 12, 2016 at
10:00 a.m. Questions must be directed to the attention of Nick Chin, Purchasing Analyst.
b. Such questions are submitted with the understanding that County can respond only to questions it
considers material in nature.
c. Questions shall be e-mailed to CountyPurchasing@co.fresno.ca.us.
NOTE: The bidder is encouraged to submit all questions at the Vendor Conference. Time limitations can
prevent a response to questions submitted after the conference.
SELECTION COMMITTEE: All proposals will be evaluated by a team co-chaired by Purchasing. All
proposals will be evaluated by a review committee that may consist of County of Fresno Purchasing,
department staff, community representatives from advisory boards and other members as appropriate.
The proposals will be evaluated in a multi-stage selection process. Some bids may be eliminated or set aside
after an initial review. If a proposal does not respond adequately to the RFP or the bidder is deemed
unsuitable or incapable of delivering services, the proposal may be eliminated from consideration. It will be
the selection committee’s responsibility to make the final recommendation to the Department Head.
CONTRACT TERM: It is County's intent to contract with the successful bidder for a term of three (3) years
with the option to renew for up to two (2) additional one (1) year periods based on mutual written consent.
County will retain the right to terminate the Agreement upon giving thirty (30) days advance written notification
to the Contractor.
PAYMENT: The County of Fresno, if appropriate, may use Procurement Card to place and make payment for
orders under the ensuing contract.
AUDITED FINANCIAL STATEMENTS: Copies of the audited Financial Statements for the last three (3)
years for the business, agency or program that will be providing the service(s) proposed. If audited
statements are not available, complied or reviewed statements will be accepted with copies of three years of
corresponding federal tax returns. This information is to be provided after the RFP closes, if requested. Do
not provide with your proposal.
CONTRACT NEGOTIATION: The County will prepare and negotiate its own contract with the selected
vendor, giving due consideration to standard contracts and associated legal documents submitted as a part of
bidder’s response to the RFP. The tentative award of the contract is based on successful negotiation pending
formal recommendation of award. Bidder is to include in response the names and titles of officials authorized
to conduct such negotiations.
NOTICES: All notices, payments, invoices, insurance and endorsement certificates, etc. need to be submitted
as follows: referencing contract/purchase order number, department, position, title and address of
administering official.
EPAYMENT OPTION: The County of Fresno provides an Epay Program which involves payment of invoices
by a secure Visa account number assigned to the supplier after award of contract. Notification of payments
and required invoice information are issued to the supplier's designated Accounts Receivable contact by e-
mail remittance advice at time of payment. To learn more about the benefits of an Epay Program, how it
works, and obtain answers to frequently asked questions, click or copy and paste the following URL into your
browser: www.bankofamerica.com/epayablesvendors or call Fresno County Accounts Payable, 559-600-
3609.
Attachment A
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Proposal No. 208-5407 Page 19
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SCOPE OF WORK
The County of Fresno on behalf of the Internal Services Department (ISD) is requesting proposals from
qualified vendors to provide a Software Asset Management (SAM) system for support of approximately
10,000 servers and PCs. Cost of the system should be based on estimated 10,000 devices. The main goals
for usage of this system will be:
Identification of Software Assets
Verifying Software Asset usage
Recording Software Asset including licensing and maintenance
Identifying gaps that may exist between licenses purchased and licenses consumed
Taking action to close any gaps
Recording the results in a centralized location with rights of entitlement records
Fully describe how your proposed solution would attain each of the business objectives identified below.
Refer to the section and number in your response for each item.
OBJECTIVES
The objective of the SAM solution is for ISD to acquire and implement a system that allows the tracking of
installed software, the licenses associated with that software, and software compliance.
Fully describe how the SAM may support each of the business objectives identified below:
1. Provide a user-friendly, functionally rich, and technologically current integrated system which must
have been successfully and fully operational in an organization of similar size and complexity as the
County of Fresno for at least six months at the time of proposal evaluation.
2. Be an operationally proven package that can be implemented quickly so that its benefits can begin to
accrue within a reasonable period of time.
3. Provide strong end-user, ad hoc data access and reporting capabilities.
4. Remain current with general information technology industry standards.
5. Provide an application programming interface (API) to interface with other systems.
6. Provide a software asset management tool that is capable of recording various types of licenses
organized by department within the County.
7. Provide discovery software installed across the computer network, and collect software file
information such as title, product ID, size, date, path, and version. This discovery software should not
severely impact the performance of the workstation or network. Identify the expected performance
impacts.
8. Provide a software license auditing tool that will run over the network and identify deployed licenses
across all systems of the network. This tool should provide reporting of installed licenses to a
centralized database.
9. Track software license keys along with key information such as software product, owner, and
installed location.
10. Provide an inventory of the assets for all systems.
11. Differentiate between named user license, volume licenses, enterprise agreement licenses,
concurrent licenses, Original Equipment Manufacturer (OEM) licenses, evaluation license, and free
licenses.
12. Compare licenses purchased to consumed and identify under/overages.
13. Provide the ability to uninstall invalid or non-compliant licenses.
14. Monitor software utilization.
Attachment A
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15. Describe any related modules that might include order tracking, hardware tracking, or any
supplemental products that might benefit the County of Fresno and include separate pricing for these
models.
SYSTEM ARCHITECTURE
Describe how the SAM may provide the specific functionality required to support the architecture components
requirements
1. Describe how your proposed system is consistent or compatible with the following desired
architecture components:
A. Browser-based architecture which maintains a centralized data repository and processes that
data on a central application server.
B. Operate on a data network developed and maintained by ISD, which will include Local and Wide
Area Networks (LAN/WAN).
C. Hardware, operating system, database management system, and programming languages which
are currently supported and commonly used in the IT industry.
D. An API
E. A software development kit(SDK)
2. Provide high level diagram(s) of the overall proposed/recommended system including inbound and
outbound information flows through the different components of the system.
3. Provide a description of who/where the various components fit in the overall system. Indicate where
each component resides, i.e., server, desktop PC, etc.
4. Describe what is shipped to your customers, i.e., source code, object code, manuals, documentation,
sample reports, etc.
TECHNOLOGY REQUIREMENTS
The SAM must be capable of operating within the existing Fresno County IT environment including its Local
and Wide Area data network and hardware and software infrastructure. It must comply with internal County
IT standards so the application does not require its own separate technical environment, and have the
capability of inter-operating, integrating, and/or interfacing with County systems as well as with standard office
automation products.
1. The application must run on a client operating system that is consistently and currently supported by
the operating system vendor. Applications under maintenance are expected to always be current in
regard to the required client O/S. No outdated or unsupported client O/S will be implemented on the
County network.
2. In order to support a secure environment, the application must run on the latest supported release of
any required third-party software, such as JAVA, Flash, etc. within 30 days of release.
3. Should the SAM require installation of software on the client PC, the SAM will not be installed under a
specific User Profile. It must install and be available to all users on the all users’ desktop.
4. Administrative rights will not be granted to either the client or the server in order for a user to perform
day to day operations of the SAM. An account may be granted elevated privileges in order to do data
collection.
5. The SAM must use generally accepted IT industry methodologies for software design, especially for
external data exchange interfaces, Application Programming Interfaces (APIs), and interfaces to
common infrastructure support services
6. Respondents must describe the technology underlying your proposed solution and the extent of its
compatibility with the Fresno County IT standards described above.
7. Respondents must fully describe the hardware, software, and network capability required to
implement and operate the proposed system for current user and client volumes, as well as to
accommodate a potential 15% annual increase over a five year period.
Attachment A
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Proposal No. 208-5407 Page 21
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8. Respondents must identify the specifications and quantity of each hardware, software, network or
telecommunications component required to operate the proposed system at the performance levels
specified above.
COMPANY STRUCTURE
The vendor must have organization and management structure adequate and appropriate for overseeing and
supporting the proposed services, and must provide sufficient management, customer service, and technical
support staffing levels to sustain the SAM for ISD.
1. Describe, in detail, your organization’s company structure.
2. How many project managers, customer service, and/or technical support staff would be assigned and
available to assist and support ISD and the SAM project, initially through implementation, and
ongoing for maintenance?
3. How many clients are using the proposed solution? How long has the solution been in a production
mode for these clients?
IMPLEMENTATION REQUIREMENTS
Implementation is defined as all tasks performed by the vendor and ISD staff related to configuring,
developing interfaces, installing the system, functionally and operationally testing the system, documentation,
training, and implementation.
The vendor will be responsible for tracking, resolving, or coordinating the resolution of all reported problems,
and ensure that they are corrected within a reasonable period, so that the implementation date can be met.
The vendor must have staff members who will be accessible by e-mail and/or telephone to diagnose and
resolve problems.
Although ISD desires an expeditious implementation, it recognizes that the implementation schedule should
be realistic and consistent with the estimates of the vendor. The vendor should prepare a realistic yet
aggressive implementation plan, which it believes can be achieved.
The following describes each of the implementation tasks:
Task 1 – Project Management
Planning and conducting initial meetings between the vendor and ISD to formalize project
management organization, protocols, lines of communication, and expectations. Followed by
ongoing liaison and status reporting to ISD during the entire implementation period.
The vendor and ISD shall be responsible for establishing an organization to manage and deliver the
goods and services defined in the Scope of Work. The vendor shall provide a project organization
chart describing the project organization, which will be in place during the duration of the contract with
ISD. The vendor shall designate a Project Manager for the project who will have the authority to
commit the resources necessary to satisfy all contractual requirements.
A proactive approach to risk assessment and management is essential to maximize the probability of
success. The vendor should utilize a comprehensive methodology for ongoing project risk
management, which addresses such issues as technical risk, resource issues, scheduling problems,
readiness, etc.
The vendor shall define escalation procedures to address extended and unresolved problems to the
vendor Project Manager and ISD Project Manager. Notification and emergency procedures shall be
established in the event of system failure. The escalation procedures shall require approval of the
vendor Project Manager and ISD Project Manager. The escalation procedures shall include, but not
be limited to the following:
Conditions warranting additional help in resolving a problem
Time duration between escalating to the next level of support
A diagram depicting the various levels of response
Attachment A
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Proposal No. 208-5407 Page 22
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The names or titles, telephone numbers, and e-mail addresses of the vendor personnel
responsible for response at the various levels of support
Task 2 – Develop Vendor/ISD Design & Implementation Work Plan
The vendor and ISD shall develop a consolidated project plan, which identifies all vendor and ISD
tasks and responsibilities. The approved project plan will be the basis for all project activities. It can
be amended with ISD and vendor approval as needs may dictate.
The vendor shall develop a Project Work Plan and Implementation Schedule for the project that shall
include an agreed upon format and content items determined by the vendor and ISD. The vendor
shall provide, for ISD approval, the project plan prior to initiating any tasks. The vendor shall maintain
an up-to-date version of the work plan using Microsoft Project or other software as approved by ISD.
The ISD Project Manager must approve all changes to deliverable time frames that will impact major
milestones in writing at least two weeks prior to the milestone. All approved changes shall be
reflected in the work plan and the vendor shall highlight and explain any major changes to an earlier
approved version.
The vendor should identify all relevant assumptions that were made in the development of the project
plan. All assumptions upon which the estimates have been calculated must be clearly documented;
including assumptions made for development software tools, use of any third party software, County
of Fresno resources providing assistance, etc.
Task 3 – User Acceptance Testing
The vendor must conduct a User Acceptance Test to ensure that ISD users are able to successfully
use the SAM. The vendor must develop test scripts for this test, review the results and recommend
initial system acceptance. ISD users will assist in the actual test and will be responsible for final
approval of user acceptance test recommendations.
Task 4 – User Acceptance Test Corrections
The vendor will make any corrections based on the results of the User Acceptance Test.
Task 5 – User Documentation
The vendor must develop and/or and have available user documentation in electronic form, which
details how users perform SAM functions. Hardcopy documentation will not be accepted. The
manuals shall present the system functionality to new users in a clear, concise, non-technical
manner. The manuals shall reflect the version of the system as delivered to ISD. ISD shall be
granted permission by the vendor to make unlimited additional hard and soft copies of all the vendor-
developed training materials for its exclusive use in training personnel, at no additional charge.
Additionally, a corresponding on-line tutorial and/or instruction on system use for new staff is desired.
Task 6 – Train Users
The vendor shall provide ISD staff with the training necessary to operate the SAM. The vendor shall
provide initial training for identified users. At a minimum, approximately ten (10) users must be
trained.
Training must be conducted at facilities in the Fresno area or remotely using web conferencing. ISD
will be responsible for ongoing training after full implementation. ISD will be responsible for securing
an appropriate location for training per the specifications of the vendor.
Task 7 – Post Implementation Review
The vendor will conduct a post-implementation review three months after the SAM rollout to confirm
that the system is working as expected. This review must confirm that functionality has been
obtained, response times have been achieved, appropriate vendor support has been provided, and
ISD users have been successfully trained.
Attachment A
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Proposal No. 208-5407 Page 23
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MAINTENANCE AND SUPPORT
The vendor shall be responsible for maintaining and supporting all installed application software, initially
under a one year warranty, beginning after full acceptance of the system upon implementation. Further
support will be provided under ongoing software maintenance renewals.
Upon payment of annual maintenance, the cost of support will be borne by the vendor unless issues can be
shown to be directly attributable to malfunctioning hardware, network, operating system or other system
components whose operation and maintenance is the responsibility of ISD.
The vendor shall be responsible for establishing the operations and maintenance procedures for the system.
The vendor shall provide the necessary documentation and procedures in electronic form to support ISD
operation of the system.
Under these tasks, the vendor will perform the following:
1. Distribute any software upgrades or version replacements to which ISD is entitled under the software
maintenance agreement, along with updated user and operational documentation in electronic form,
and assist in its installation in the test environment and migration to production.
2. Maintain compatibility and integration with any third party reporting tools that have been implemented
as part of the contract. Should any of these packages be upgraded, ISD will notify the vendor in
advance, so that analysis and code changes can be implemented as quickly as possible.
3. Develop procedures and establish notification for software distribution to ISD and its business
partners who may be users of the system including any application server software and any client
software (if needed).
4. Correct any errors in functionality which are reported by ISD within a reasonable period, depending
upon the severity of the error.
5. Utilize a Severity Index for categorizing and prioritizing application code errors.
6. Provide a means for ISD staff to report system problems via e-mail and telephone to vendor staff who
are dedicated to supporting clients and are accessible as required.
7. Ensure that responses are made to ISD staff, within specified time periods, acknowledging receipt of
the problem report and identifying when direct contact can be made with the vendor-assigned support
staff person.
8. Establish policies and procedures for prioritizing and responding to ISD requests for support
including:
Criteria for diagnosing reported problems and determining probable cause(s) of the problem
Use of Severity Index criteria for assessing the impact of reported problems
Procedures determining responsibility for problem resolution
Defining response time for various categories of problems
Documenting the response and subsequent actions
Procedures for escalating disagreements with ISD regarding cause of the problem and
responsible party
Procedures for working cooperatively with ISD staff to promptly resolve problems
Tracking all problem reports
9. Correct any application software errors through remote or on-site service by vendor personnel or
otherwise qualified subcontractors according to the response times.
10. Update and distribute user and operational documentation in electronic form to reflect any software
corrections.
11. Provide a means for ISD to submit requests or proposals for new or enhanced functionality, outside
of the core software components.
Attachment A
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COST PROPOSAL
Firm:
Please complete the following cost sheet. The price sheet must include unit price, quantity, and total price for
each item listed if applicable. Add any additional lines as needed.
ITEM UNITS UNIT
PRICE
TAX TOTAL
SOFTWARE / INSTALLATION / TRAINING / HARDWARE
Software (Application) Cost:
Workstation/User Licenses
Server License
List and Specify any 3rd Party Software required for system
Total Software Cost
Installation
Specify the installation Fees
Project Management Fees
Travel Expenses
Total Installation Cost
Training at County of Fresno Location
Train the Trainer – Admin/Supervisor
Train the Trainer – Data Entry Clerk
Additional Cost for 1 Day of Training
Estimated Travel Expenses
Total Training Cost
Hardware
List and Specify Hardware required for system
Total Hardware Cost
Taxes
Total System Cost
MAINTENANCE COST – ANNUAL
Maintenance (to be paid annually)
Discounts (indicate discount type, % as well as $ amount)
Total Annual Maintenance Cost – Year 1
Total Annual Maintenance Cost – Year 2
Total Annual Maintenance Cost – Year 3
Total Annual Maintenance Cost – Year 4
Total Annual Maintenance Cost – Year 5
Attachment A
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PROPOSAL CONTENT REQUIREMENTS
It is important that the vendor submit his/her proposal in accordance with the format and instructions
provided under this section. Doing so will facilitate the evaluation of the proposal. It will limit the
possibility of a poor rating due to the omission or mis-categorization of the requested information.
Responding in the requested format will enhance the evaluation team’s item by item comparison of
each proposal item. The vendor’s proposal may be placed at a disadvantage if submitted in a format
other than that identified below.
Bidders are requested to submit their proposals in a binder (one that allows for easy removal of pages) with
index tabs separating the sections identified. Each page should be numbered.
Each binder is to be clearly marked on the cover with the proposal name, number, closing date,
“Original” or “Copy”, and bidder’s name.
Merely offering to meet the specifications is insufficient and will not be accepted. Each bidder shall submit a
complete proposal with all information requested. Supportive material may be attached as appendices. All
pages, including the appendices, must be numbered.
Vendors are instructed not to submit confidential, proprietary and related information within the
request for proposal. If you are submitting trade secrets, it must be submitted in a separate binder
clearly marked “TRADE SECRETS”, see Trade Secret Acknowledgement section.
The content and sequence of the proposals will be as follows:
I. RFP PAGE 1 AND ADDENDUM(S) PAGE 1 (IF APPLICABLE) completed and signed by participating
individual or agency.
II. COVER LETTER: A one-page cover letter and introduction including the company name and address
of the bidder and the name, address and telephone number of the person or persons to be used for
contact and who will be authorized to make representations for the bidder.
A. Whether the bidder is an individual, partnership or corporation shall also be stated. It will be
signed by the individual, partner, or an officer or agent of the corporation authorized to bind the
corporation, depending upon the legal nature of the bidder. A corporation submitting a proposal
may be required before the contract is finally awarded to furnish a certificate as to its corporate
existence, and satisfactory evidence as to the officer or officers authorized to execute the
contract on behalf of the corporation.
III. TABLE OF CONTENTS
IV. CONFLICT OF INTEREST STATEMENT: The Contractor may become involved in situations where
conflict of interest could occur due to individual or organizational activities that occur within the
County. The Contractor must provide a statement addressing the potential, if any, for conflict
of interest and indicate plans, if applicable, to address potential conflict of interest. This
section will be reviewed by County Counsel for compliance with conflict of interest as part of the
review process. The Contractor shall comply with all federal, state and local conflict of interest laws,
statutes and regulations.
V. TRADE SECRET:
A. Sign where required.
VI. CERTIFICATION – DISCLOSURE – CRIMINAL HISTORY & CIVIL ACTIONS
VII. REFERENCES
VIII. PARTICIPATION
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IX. EXCEPTIONS: This portion of the proposal will note any exceptions to the requirements and
conditions taken by the bidder. If exceptions are not noted, the County will assume that the bidder's
proposals meet those requirements. The exceptions shall be noted as follows:
A. Exceptions to General Conditions.
B. Exceptions to General Requirements.
C. Exceptions to Specific Terms and Conditions.
D. Exceptions to Scope of Work.
E. Exceptions to Proposal Content Requirements.
F. Exceptions to any other part of this RFP.
X. VENDOR COMPANY DATA: This section should include:
A. A narrative which demonstrates the vendor’s basic familiarity or experience with problems
associated with this service/project.
B. Descriptions of any similar or related contracts under which the bidder has provided services.
C. Descriptions of the qualifications of the individual(s) providing the services.
D. Any material (including letters of support or endorsement) indicative of the bidder's capability.
E. A brief description of the bidder's current operations, and ability to provide the services.
F. Copies of the audited Financial Statements for the last three (3) years for the agency or program
that will be providing the service(s) proposed. If audited statements are not available, compiled
or reviewed statements will be accepted with copies of three years of corresponding federal tax
returns. This information is to be provided after the RFP closes, if requested. Do not provide
with your proposal.
G. Describe all contracts that have been terminated before completion within the last five (5) years:
1. Agency contract with
2. Date of original contract
3. Reason for termination
4. Contact person and telephone number for agency
H. Describe all lawsuit(s) or legal action(s) that are currently pending; and any lawsuit(s) or legal
action(s) that have been resolved within the last five (5) years:
1. Location filed, name of court and docket number
2. Nature of the lawsuit or legal action
I. Describe any payment problems that you have had with the County within the past three (3)
years:
1. Funding source
2. Date(s) and amount(s)
3. Resolution
4. Impact to financial viability of organization.
XI. SCOPE OF WORK:
A. Bidders are to use this section to describe the essence of their proposal.
B. This section should be formatted as follows:
Attachment A
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1. A general discussion of your understanding of the project, the Scope of Work proposed and a
summary of the features of your proposal.
2. A detailed description of your proposal as it relates to each item listed under the "Scope of
Work" section of this RFP. Bidder's response should be stated in the same order as are the
"Scope of Work" items. Each description should begin with a restatement of the "Scope of
Work" item that it is addressing. Bidders must explain their approach and method of
satisfying each of the listed items.
C. When reports or other documentation are to be a part of the proposal a sample of each must be
submitted. Reports should be referenced in this section and submitted in a separate section
entitled "REPORTS."
D. A complete description of any alternative solutions or approaches to accomplishing the desired
results.
XII. COST PROPOSAL: Quotations may be prepared in any manner to best demonstrate the worthiness
of your proposal. Include details and rates/fees for all services, materials, equipment, etc. to be
provided or optional under the proposal.
XIII. CHECK LIST
Attachment A
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AWARD CRITERIA
CAPABILITY AND QUALIFICATIONS
1. Do the service descriptions address all the areas identified in the RFP?
2. Does the bidder demonstrate experience in providing the services desired in a California County?
3. Does the system meet the technological requirements as described in the RFP?
4. Does the system provide the ability to generate ad-hoc reports? Does the system provide a report
generator? Can reports be exported or downloaded?
5. Did the bidder provide a company structure as requested in the RFP?
MANAGEMENT PLAN
1. Is the organizational plan and management structure adequate and appropriate for overseeing the
proposed services?
2. Has the bidder demonstrated the ability to properly and efficiently implement the system in a timely
and professional manner?
3. Has the bidder demonstrated the ability to meet the maintenance and support needs as described
in the RFP?
COST
4. Does the system meet the needs of the County of Fresno for an acceptable cost?
Attachment A
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CHECK LIST
This Checklist is provided to assist vendors in the preparation of their RFP response. Included in this list, are
important requirements and is the responsibility of the bidder to submit with the RFP package in order to
make the RFP compliant. Because this checklist is just a guideline, the bidder must read and comply with the
RFP in its entirety.
Check off each of the following:
1. All signatures must be in blue ink.
2. The Request for Proposal (RFP) has been signed and completed.
3. Addenda, if any, have been completed, signed and included in the bid package.
4. One (1) original plus seven (7) copies of the RFP have been provided.
5. Two (2) reproducible compact discs of the RFP have been provided.
6. Provide a Conflict of Interest Statement.
7. The completed Trade Secret Form as provided with this RFP (Confidential/Trade Secret
Information, if provided must be in a separate binder).
8. The completed Criminal History Disclosure Form as provided with this RFP.
9. The completed Participation Form as provided with this RFP.
10. The completed Reference List as provided with this RFP.
11. Indicate all of bidder exceptions to the County’s requirements, conditions and specifications
as stated within this RFP.
12. Lastly, on the LOWER LEFT HAND CORNER of the sealed envelope, box, etc. transmitting
your bid include the following information:
County of Fresno RFP No. 208-5407
Closing Date: January 28, 2016
Closing Time: 2:00 P.M.
Commodity or Service: Software Asset Management System
Return Checklist with your RFP response.
Attachment A
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Attachment B Page 1 of 59
Attachment B Page 2 of 59
Attachment B Page 3 of 59
Attachment B Page 4 of 59
Attachment B Page 5 of 59
Attachment B Page 6 of 59
Attachment B Page 7 of 59
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Page 1
ATTACHMENT C
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as
“County”), members of a contractor’s board of directors must disclose any self -dealing
transactions that they are a pa rty to while providing goods, performing services, or
both for the County. A self -dealing transaction is defined below:
“A self-dealing transaction means a transaction to which the corporation is a party and
in which one or more of its board members has a material financial interest”
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1) Enter board member’s name, job title (if applicable), and date this disclosure is
being made.
(2) Enter the board member’s compan y/agency name and address.
(3) Describe in detail the nature of the self -dealing transaction that is being
disclosed to the County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the
transaction; and
b. The nature of the material financial interest in the Corporation’s
transaction that the board member has.
(4) Describe in detail why the self -dealing transaction is appropriate based on
applicable provisions of the Corporations Code.
(5) Form must be signed by the board member that is involved in the self -dealing
transaction described in Sections (3) and (4).
Page 2
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to):
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a):
(5) Authorized Signature
Signature: Date: