HomeMy WebLinkAboutEZappt Signed Contract.pdf 1-0 County of Fresno
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PROCUREMENT AGREEMENT
Agreement Number P-24-003
November 21, 2023
EZappt, LLC
12020 S. Warner-Elliot Loop Suite 101
Phoenix, AZ 85044
The County of Fresno (County) hereby contracts with EZappt, LLC (Contractor)to maintenance and
enhancements of the Automated Client Appointment Management System in accordance with the text of this
agreement and Exhibits A& B, by this reference made a part hereof.
TERM: This Agreement shall become effective January 1, 2024, and shall remain in effect through June 30,
2025.
EXTENSION: This Agreement may be extended for one (1) additional one (1)year period by the mutual
written consent of all parties.
MINIMUM ORDERS: Unless stated otherwise there shall be no minimum order quantity. The County
reserves the right to increase or decrease orders or quantities.
CONTRACTOR'S SERVICES: Contractor shall perform the services as described in Exhibit"A" attached, at
the rates set forth in Exhibit "B".
ORDERS: Orders will be placed on an as-needed basis by Department of Social Services under this
contract.
PRICES: Prices shall be firm for the contract period.
MAXIMUM: In no event shall services performed and/or fees paid under this Agreement be in excess of One
Hundred Ninety-Seven Thousand, Two Hundred Fifty Dollars ($197,250.00).
ADDITIONAL ITEMS: The County reserves the right to negotiate additional items to this Agreement as
deemed necessary. Such additions shall be made in writing and signed by both parties.
DELIVERY: The F.O.B. Point shall be the destination within the County of Fresno. All orders shall be
delivered complete as specified. All orders placed before Agreement expiration shall be honored under the
terms and conditions of this Agreement.
DEFAULT: In case of default by Contractor, the County may procure the articles/services from another
source and may recover the loss occasioned thereby from any unpaid balance due the Contractor or by any
other legal means available to the County. The prices paid by County shall be considered the prevailing
market price at the time such purchase is made. Inspection of deliveries or offers for delivery, which do not
meet specifications, will be at the expense of Contractor.
333 W. Pontiac Way, Clovis, CA 93612 / (559) 600-7110
*The County of Fresno is an Equal Employment Opportunity Employer*
PROCUREMENT AGREEMENT NUMBER: P-24-003 Page 2
EZappt, LLC
November 21, 2023
INVOICING: An itemized invoice shall be sent to requesting County department in accordance with invoicing
instructions included in each order referencing this Agreement. The Agreement number must appear on all
shipping documents and invoices. Invoice terms shall be Net 45 Days.
INVOICE TERMS: Net forty-five (45) days from the receipt of invoice.
TERMINATION: The County reserves the right to terminate this Agreement upon thirty (30)days written
notice to the Contractor. In the event of such termination, the Contractor shall be paid for satisfactory
services or supplies provided to the date of termination.
LAWS AND REGULATIONS: The Contractor shall comply with all laws, rules and regulations whether they
be Federal, State or municipal, which may be applicable to Contractor's business, equipment and personnel
engaged in service covered by this Agreement.
AUDITS AND RETENTION: Terms and conditions set forth in the agreement associated with the purchased
goods are incorporated herein by reference. In addition, the Contractor shall maintain in good and legible
condition all books, documents, papers, data files and other records related to its performance under this
contract. Such records shall be complete and available to Fresno County, the State of California, the federal
government or their duly authorized representatives for the purpose of audit, examination, or copying during
the term of the contract and for a period of at least three years following the County's final payment under the
contract or until conclusion of any pending matter(e.g., litigation or audit), whichever is later. Such records
must be retained in the manner described above until all pending matters are closed.
LIABILITY: The Contractor agrees to:
Pay all claims for damage to property in any manner arising from Contractor's operations under this
Agreement.
Indemnify, save and hold harmless, and at County's request defend the County, its officers, agents and
employees from any and all claims for damage or other liability, including costs, expenses (including
attorney's fees and costs), causes of action, claims or judgments resulting out of or in any way connected
with Contractor's performance or failure to perform by Contractor, its agents, officers or employees under this
Agreement, and from any and all costs and expenses (including attorney's fees and costs), damages,
liabilities, claims, and losses occurring or resulting to any person, firm or corporation who may be injured or
damaged by the performance, or failure to perform, of Contractor, its officers, agents, or employees under
this Agreement.
INSURANCE: Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any
third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following
insurance policies or a program of self-insurance, including but not limited to, an insurance pooling
arrangement or Joint Powers Agreement(JPA)throughout the term of the Agreement:
A. Commercial General Liability: Commercial General Liability Insurance with limits of not less than Two
Million Dollars ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars
($4,000,000.00). This policy shall be issued on a per occurrence basis. County may require specific
coverage including completed operations, product liability, contractual liability, Explosion-Col lapse-
Underground, fire legal liability or any other liability insurance deemed necessary because of the nature
of the contract.
B. Automobile Liability: Comprehensive Automobile Liability Insurance with limits of not less than One
Million Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should
include any auto used in connection with this Agreement.
C. Professional Liability: If Contractor employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W.,
M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One Million
Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00)annual aggregate.
D. Worker's Compensation: A policy of Worker's Compensation insurance as may be required by the
California Labor Code.
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EZappt, LLC
November 21, 2023
Additional Requirements Relatinq to Insurance:
Contractor shall obtain endorsements to the Commercial General Liability insurance naming the County of
Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only
insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall
apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers,
agents and employees shall be excess only and not contributing with insurance provided under Contractor's
policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30) days
advance written notice given to County.
Contractor hereby waives its right to recover from County, its officers, agents, and employees any amounts
paid by the policy of worker's compensation insurance required by this Agreement. Contractor is solely
responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of
subrogation, but Contractor's waiver of subrogation under this paragraph is effective whether or not
Contractor obtains such an endorsement.
Within Thirty(30)days from the date Contractor signs and executes this Agreement, Contractor shall provide
certificates of insurance and endorsement as stated above for all of the foregoing policies, as required
herein, to the County of Fresno, DSSContractlnsurance(cDfresnocountyca.gov, stating that such
insurance coverage have been obtained and are in full force; that the County of Fresno, its officers, agents
and employees will not be responsible for any premiums on the policies; that such Commercial General
Liability insurance names the County of Fresno, its officers, agents and employees, individually and
collectively, as additional insured, but only insofar as the operations under this Agreement are concerned;
that such coverage for additional insured shall apply as primary insurance and any other insurance, or self-
insurance, maintained by County, its officers, agents and employees, shall be excess only and not
contributing with insurance provided under Contractor's policies herein; and that this insurance shall not be
cancelled or changed without a minimum of thirty (30) days advance, written notice given to County.
Certificates of Insurance are to include the contract number at the top of the first page.
In the event Contractor fails to keep in effect at all times insurance coverage as herein provided, the County
may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of
such event.
All policies shall be with admitted insurers licensed to do business in the State of California. Insurance
purchased shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or
better.
COMING ON COUNTY PROPERTY TO DO WORK: Contractor agrees to provide maintain and furnish
proof of Comprehensive General Liability Insurance with limits of not less than $500,000 per occurrence.
INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by Contractor
under this Agreement, it is mutually understood and agreed that Contractor, including any and all of
Contractor's officers, agents, and employees will at all times be acting and performing as an independent
contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee,joint
venturer, partner, or associate of the County. Furthermore, County shall have no right to control or supervise
or direct the manner or method by which Contractor shall perform its work and function. However, County
shall retain the right to administer this Agreement so as to verify that Contractor is performing its obligations
in accordance with the terms and conditions thereof. Contractor and County shall comply with all applicable
provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over
matters the subject thereof.
Because of its status as an independent contractor, Contractor shall have absolutely no right to employment
rights and benefits available to County employees. Contractor shall be solely liable and responsible for
providing to, or on behalf of, its employees all legally-required employee benefits. In addition, Contractor
shall be solely responsible and save County harmless from all matters relating to payment of Contractor's
employees, including compliance with Social Security, withholding, and all other regulations governing such
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November 21, 2023
matters. It is acknowledged that during the term of this Agreement, Contractor may be providing services to
others unrelated to the County or to this Agreement.
NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or
duties under this Agreement without the written consent of the other party.
AMENDMENTS: This Agreement constitutes the entire Agreement between the Contractor and the County
with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments,
writings, advertisements, publications, Request for Proposals, Bids and understandings of any nature
whatsoever unless expressly included in this Agreement. This Agreement supersedes any and all terms set
forth in Contractor's invoice. This Agreement may be amended only by written addendum signed by both
parties.
INCONSISTENCIES: In the event of any inconsistency in interpreting the documents which constitute this
Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority: (1)the
text of this Agreement(excluding Exhibits "A& B"), and (2) Exhibits "A& B".
GOVERNING LAWS: This Agreement shall be construed, interpreted and enforced under the laws of the
State of California. Venue for any action shall only be in County of Fresno.
ELECTRONIC SIGNATURES: The parties agree that this Agreement may be executed by electronic
signature as provided in this section.
A. An "electronic signature" means any symbol or process intended by an individual signing this Agreement
to represent their signature, including but not limited to (1) a digital signature; (2)a faxed version of an
original handwritten signature; or(3)an electronically scanned and transmitted (for example by PDF
document) of a handwritten signature.
B. Each electronic signature affixed or attached to this Agreement(1) is deemed equivalent to a valid
original handwritten signature of the person signing this Agreement for all purposes, including but not
limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and
effect as the valid original handwritten signature of that person.
C. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in
the Uniform Electronic Transaction Act(Civil Code, Division 3, Part 2, Title 2.5, beginning with section
1633.1).
D. Each party using a digital signature represents that it has undertaken and satisfied the requirements of
Government Code section 16.5, subdivision (a), paragraphs (1)through (5), and agrees that each other
party may rely upon that representation.
This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means
and either party may sign this Agreement with an original handwritten signature.
Please acknowledge your acceptance by returning all pages of this Agreement to my office via email or
USPS.
Please refer any inquiries in this matter to Diana Rodriguez, Purchasing Technician, at 559-600-7117 or
drodriguez@fresnocountyca.gov.
FOR THE COUNTY OF FRESNO
Digitally signed by Manuel M.
Manuel M. Vilanova Vilanova
Date:2023.12.05 13:40:02-08'00'
Manuel Vilanova Deputy Director
333 W. Pontiac Way
Clovis, CA 93612
GEC:DRR
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EZappt, LLC
November 21, 2023
CONTRACTOR TO COMPLETE:
Company: EZappt
Type of Entity:
❑ Individual Limited Liability Company
❑ Sole Proprietorship ❑ Limited Liability Partnership
❑ Corporation ❑ General Partnership
PO Box 197 Gilbert AZ 85299
Address City State Zip
480-229-9294 602-898-1116 lynn.sweet@ezappt.com
TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS
Print Name & Lynn Sweet CEO
Title: y Print Name &Title:
Lynn Sweet Digitally signed Lynn Sweet
Date:2023.12.05 10:00:55
Signature: -07'00' Signature:
ACCOUNTING USE ONLY
ORG No.: 56108550
Account No.: 7295
Requisition No.: 5612400568
(08/2022)
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EZappt, LLC
November 21, 2023
EXHIBIT "A "
SUMMARY OF SERVICES
ORGANIZATION: EZappt, LLC
SERVICES: EZappt Automated Client Appointment Management System
ADDRESS: PO Box 197 Gilbert, AZ 85299-0197
TELEPHONE: (480) 229-9294
CONTACT: Lynn Sweet
EMAIL: Lyn n.Sweet(o)-Ezappt.com
CONTRACT TERMS: January 1, 2024 — June 30, 2024
July 1, 2024 — June 30, 2025
July 1, 2025 — June 30, 2026
CONTRACT AMOUNT: $197,250.00
A. SUMMARY OF SERVICES
Contractor shall provide continued maintenance and support for the EZappt
Automated Client Appointment Management System. CONTRACTOR will also
provide enhancements if requested by the Department of Social Services (DSS).
Support for the Automated Client Appointment Management System will be provided
through both onsite and offsite means.
B. CONTRACTOR's RESPONSIBILITIES
a) As necessary, or when requested by DSS, update the Automated Client
Appointment Management System.
b) When functionality enhancements or programming changes are requested by
DSS, CONTRACTOR shall update the Automated Client Appointment
Management System as functionality enhancements or programming changes.
i. CONTRACTOR shall meet with DSS via phone to define the project scope,
budget, and delivery dates for the requested enhancement or
programming changes.
ii. Before building the requested enhancement or programming changes,
CONTRACTOR shall provide DSS with the budget, timeline of delivery
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November 21, 2023
dates, technical designs/workflows, and/or programming specifications as
requested by DSS.
iii. Once approval has been given by DSS, CONTRACTOR shall make the
requested enchantment or programming changes.
1. Should CONTRACTOR require additional time to finish requested
enhancements or programming changes, CONTRACTOR shall
contact DSS in advance of the delivery date and provide a written
request for extension.
iv. Once work has been completed, documentation for the requested
enhancements and programming changes will be provided to DSS for
their final review.
v. Once final approval has been given by DSS, CONTRACTOR shall deploy all
functionality enchantments and programming changes.
vi. Once the functionality enhancements and programming changes have been
implemented, CONTRACTOR shall continue to provide technical support
for the updated software and notify DSS within two business days should
CONTRACTOR identify a demonstratable software issue.
c) Respond to and address all identified software issues and problems with the
existing Automated Client Appointment Management System as follows.
i. When DSS identifies a demonstratable software issue, CONTRACTOR shall
meet with DSS via phone to fully define the software problem, elaborate
on the cause, and identify feasible solutions to the identified issue. Once
completed, DSS and CONTRACTOR shall agree upon the solution and
delivery date, and identify all costs associated with the solution.
1 . CONTRACTOR shall meet with DSS via phone no later than two
business days after being notified of the software issue.
ii. Should CONTRACTOR require additional time to resolve the identified issue,
CONTRACTOR shall contact DSS in advance of the initial delivery date
and provide a written request for extension.
iii. Once the solution has been completed, DSS reserves the ability to review
work done prior to the final implementation of the solution.
iv. Once authorization from DSS has been given to implement the solution,
CONTRACTOR shall apply all updates to the Automated Client
Appointment Management System and inform DSS when the update has
been completed.
v. Once the solution has been implemented, CONTRACTOR shall continue to
provide technical support for the updated software and notify DSS within
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EZappt, LLC
November 21, 2023
two business days should CONTRACTOR identify a demonstratable
software issue.
d) Provide online email support 24/7, and phone support during normal business
hours (8 am to 6 pm PST). CONTRACTOR must respond to online, email, and
phone requests within two business days from initial contact.
e) CONTRACTOR will meet with DSS via conference call as often as required by
DSS for service coordination, problem/issue resolution, information sharing, and
review and monitoring of services.
C. COUNTY RESPONSIBILITIES
a) Provide instructions and approval for all enhancements requested by DSS.
b) Provide delivery dates for solutions for all identified software issues and
requested enhancements.
c) Meet with designated CONTRACTOR staff as needed for service coordination,
problem/issue resolution, information sharing, and review and monitoring of
services.
D. REPORTS AND OUTCOMES
DSS will consider CONTRACTOR performance levels when determining funding
recommendations for future Agreements. For the contract period, CONTRACTOR shall:
a) CONTRACTOR must meet 90% of agreed upon delivery dates for all software updates
and enhancements.
b) CONTRACTOR must respond to 100% of all service requests within two business days.
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EZappt, LLC
November 21, 2023
EXHIBIT B
Rate Sheet
EZappt, LLC
Automated Client Appointment Management System
Annual Support and Maintenance Quantity Unit Cost Total
January 2024-June 2024 (Billed Annually) 0.5 $23,300.00 $11,650.00
July 2024-June 2025 (Billed Annually) 1 $23,800.00 $23,800.00
July 2025-June 2026 (Billed Annually) 1 $24,300.00 $24,300.00
Term Length: 2 1/2 Years $59,750.00
Software Extended Support Quantity Unit Cost Total
January 2024-June 2024 (Billed Hourly) 250 $110/hour $27,500.00
July 2024-June 2025 (Billed Hourly) 500 $110/hour $55,000.00
July 2025-June 2026 (Billed Hourly) 500 $110/hour $55,000.00
Term Length: 2 1/2 Years J $137,500.00
P-24-003 [?Zappt.docx