HomeMy WebLinkAbout677714525 E. Hamilton Avenue / Fresno, California 93702-4599 / (559) 600-7110
* The County of Fresno is an Equal Employment Opportunity Employer *
County of Fresno
INTERNAL SERVICES DEPARTMENT
Facilities • Fleet • Graphics • Purchasing • Security • Technology
PROCUREMENT AGREEMENT
Agreement Number P-19-363-O
August 13, 2019
GoGovApps, Inc.
2249 Outrigger Dr.
El Dorado Hills, CA 95762
The County of Fresno (County) hereby contracts with GoGovApps, Inc. (Contractor) to provide a subscription
to the hosted web based Citizen Relationship Management (CRM) software system GoRequest in
accordance with the text of this agreement and Attachment “A” by this reference made a part hereof.
TERM: This Agreement shall become effective August 1, 2019 and shall remain in effect through July 31,
2020.
EXTENSION: This Agreement may be extended for two (2) additional one (1) year periods 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 Attachment “A”
attached, at the rates set forth in Attachment “A”.
PRICES: Prices shall be firm for the contract period. Any pricing changes which may take place during the
life of the contract must be submitted in writing to the County of Fresno Purchasing Manager and received no
less than thirty (30) days prior to becoming effective.
MAXIMUM: In no event shall services performed and/or fees paid under this Agreement be in excess of
Ninety-Nine Thousand Dollars ($99,000.00).
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.
PROCUREMENT AGREEMENT NUMBER: P-19-363-O Page 2
GoGovApps, Inc.
August 13, 2019
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INVOICING: An itemized invoice in duplicate shall be mailed 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: 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 One
Million Dollars ($1,000,000.00) per occurrence and an annual aggregate of Two Million Dollars
($2,000,000.00). This policy shall be issued on a per occurrence basis. County may require specific
coverage including completed operations, product liability, contractual liability, Explosion-Collapse-
Underground, fire legal liability or any other liability insurance deemed necessary because of the nature
of the contract.
B. Automobile Liability: Included in Commercial General Liability.
C. Professional & Technology Based Services Liability: If Contractor employs licensed professional staff,
(e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) or professional technology staff in providing services,
Professional Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per
occurrence, Two Million Dollars ($2,000,000.00) annual aggregate.
D. Worker's Compensation: A policy of Worker's Compensation insurance as may be required by the
California Labor Code.
PROCUREMENT AGREEMENT NUMBER: P-19-363-O Page 3
GoGovApps, Inc.
August 13, 2019
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Additional Requirements Relating to Insurance:
Contractor shall obtain endorsements to the Commercial General Liability insurance naming the County of
Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only
insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall
apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers,
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, See Vang, seevang2@fresnocountyca.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.
In the event Contractor fails to keep in effect at all times insurance coverage as herein provided, the County
may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of
such event.
All policies shall be with admitted insurers licensed to do business in the State of California. Insurance
purchased shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or
better.
COMING ON COUNTY PROPERTY TO DO WORK: Contractor agrees to provide maintain and furnish
proof of Comprehensive General Liability Insurance with limits of not less than $500,000 per occurrence.
INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by Contractor
under this Agreement, it is mutually understood and agreed that Contractor, including any and all of
Contractor's officers, agents, and employees will at all times be acting and performing as an independent
contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee, joint
venturer, partner, or associate of the County. Furthermore, County shall have no right to control or supervise
or direct the manner or method by which Contractor shall perform its work and function. However, County
shall retain the right to administer this Agreement so as to verify that Contractor is performing its obligations
in accordance with the terms and conditions thereof. Contractor and County shall comply with all applicable
provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over
matters the subject thereof.
Because of its status as an independent contractor, Contractor shall have absolutely no right to employment
rights and benefits available to County employees. Contractor shall be solely liable and responsible for
providing to, or on behalf of, its employees all legally-required employee benefits. In addition, Contractor
shall be solely responsible and save County harmless from all matters relating to payment of Contractor's
employees, including compliance with Social Security, withholding, and all other regulations governing such
matters. It is acknowledged that during the term of this Agreement, Contractor may be providing services to
others unrelated to the County or to this Agreement.
PROCUREMENT AGREEMENT NUMBER: P-19-363-O Page 4
GoGovApps, Inc.
August 13, 2019
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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 m ay be amended only by written addendum signed by both
parties.
INCONSISTENCIES: In the event of any inconsistency in interpreting the documents which constitute this
Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority: (1) the
text of this Agreement (excluding Attachment "A") and (2) Attachment "A".
GOVERNING LAWS: This Agreement shall be construed, interpreted and enforced under the laws of the
State of California. Venue for any action shall only be in County of Fresno.
Please acknowledge your acceptance by returning all pages of this Agreement to my office via email or
USPS, retaining a copy for your files.
Please refer any inquiries in this matter to Louann Jones, Purchasing Analyst, at (559) 600-7118 or
ljones@fresnocountyca.gov.
FOR THE COUNTY OF FRESNO
Gary E. Cornuelle
Purchasing Manager
4525 East Hamilton Avenue
Fresno, CA 93702-4599
GEC:LMJ:st
PROCUREMENT AGREEMENT NUMBER: P-19-363-O Page 5
GoGovApps, Inc.
August 13, 2019
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CONTRACTOR TO COMPLETE:
Company:
Type of Entity:
Individual Limited Liability Company
Sole Proprietorship Limited Liability Partnership
Corporation General Partnership
Address City State Zip
TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS
Print Name & Title:
Print Name & Title:
Signature:
Signature:
ACCOUNTING USE ONLY
ORG No.: 8905
Account No.: 7309
Requisition No.: 8905200046
(01/2016)
P-19-363-O ATTACHMENT "A" Page 1 of 5. G' Order Form I 2019 County of Fresno, CA Citizen Request Management (CRM) Prepared By: Daryl Blowes, President (631) 861-5811 Daryl. Blowes@GOGov Apps. com Page 1 of 5 May15,2019 Prepared For: Jason Ward Internal Services (559) 600-5911 JAWard@FresnoCountyCA.gov
P-19-363-O ATTACHMENT "A" Page 2 of 5G Order Form I 2019 Subscriptions & Services Description Amount GO Request $2,500 Citizen Request Management (CRM) -Unlimited Subscription /month ArcGIS $325 Integration to GIS System /month LDAP $325 Integration to LDAP System /month WorkOrder $250 Work Order Management for CRM /month Graffiti $250 Graffiti Tracking for CRM /month Bundle Discount -$900 Discount on bundle of 1 module, 4 add-ons /month Services: $0 Annually: $33,000 Monthly Total: $2,750 Page 2 of 5
P-19-363-O ATTACHMENT "A" Page 3 of 5Order Form I 2019 Order Details JAWard@FresnoCountyCA.gov PO #: (Optional) then Annual Billing Practices: GOGovApps will send renewal quotes for budgeting purposes at the beginning of the Quote Month specified. Invoices are sent 45 to 60 days prior to subscription renewal and are due prior to the start of the Subscription Period. To align billing with budget cycles, extend Initial Subscription Period to include extra months and we will send an initial invoice for the extra prorated months and then a second invoice for the remainder of the Initial Subscription Period. Page3of5
P-19-363-O ATTACHMENT "A" Page 4 of 5G vApps Order Form I 2019 Terms & Conditions The following terms are the latest version of the GOGovApps Master Terms & Conditions that is maintained and updated. No part of these terms may be modified other than the "Special Terms & Exceptions" section. 1. IMPORTANT NOTICE TO USER: GOGov, Inc. (dba "GOGovApps") owns all intellectual property in the software products listed in the Products and Services section (collectively "Software" or "Subscription Services") in the Order Form. Customer shall not modify, adapt, translate, rent, lease or otherwise attempt to discover the Software source code. The following terms and conditions (this "Agreement") will be effective as of the date of last signature of the Order Form ("Effective Date") and will be governed by the laws in force in the State of New York. 2. Software License. The Software subscription services and the accompanying files, software updates, lists and documentation are licensed, not sold, to you. You may use a copy of the Software on your compatible computer for the purpose of connecting to the hosted service provided by GOGovApps as long as you are a current subscriber and maintain your annual continued services for the applicable licenses. Except as expressly set forth herein, GOGovApps disclaims any and all express and implied warranties, including but not limited to warranties of merchantability and fitness for a particular purpose. 3. Continued Services 3.1 Hosting. GOGovApps agrees to maintain Customer data in a secure datacenter and is committed to providing 99.5% uptime and availability. GOGovApps will perform nightly backups of your hosted data to an alternate physical location. 3.2 Ownership of Data. All hosted data specific to Customer is owned by the Customer. Within thirty (30) calendar days following termination of this Agreement, the Customer can request and GOGovApps will provide a complete copy of Customer's data without additional charge through a downloadable zip file provided the customer is current on payments. 4. Payment Terms & Fees 4.1 Subscription Term and Termination. The initial Subscription Term of this Agreement begins on Effective Date (last signature) and will continue to the end of the Initial Subscription Period listed in the Order Form. At the end of the initial Subscription Term, Customer's subscription and this Agreement will renew for an additional twelve (12) month term and for subsequent twelve (12) month periods thereafter. To stop the auto-renewal listed in the foregoing sentence, Customer must submit written notice to GOGovApps at Billing@GOGovApps.com not less than sixty (60) calendar days prior to the end of the then-current Term. GOGovApps reserves the right to increase the annual fees by 7% on the anniversary date of each annual term. 4.2 Payment Terms. Initial payment is due at the beginning of the subscription term. Each subsequent annual billing will be due on the anniversary date of the initial term. Payment Terms are NET 30 Days from the invoice date. 4.3 Taxes Et Obligations. In exchange for its use of the Subscribed Services, Customer will pay to GOGovApps the amounts indicated in the Order. Said amounts are based on services purchased and not actual usage; payment obligations are non-cancelable and fees paid are non-refundable, except as otherwise specifically-provided herein. Unless otherwise stated, such fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction ("Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder. If GOGovApps has the legal obligation to pay or collect Taxes for which Customer is responsible, the appropriate amount will be invoiced to and paid by Customer, unless GOGovApps is provided with a valid tax exemption certificate authorized by the appropriate taxing authority. GOGovApps is solely responsible for taxes assessable against it based on its income, property and employees. 4.4 On-Site Services Et Expenses. Should on-site services requiring travel by GOGovApps staff be requested by Customer, GOGovApps will provide on-site service at GOGovApps's then-current time-and-materials rates. In addition to these charges, Customer will compensate GOGovApps for associated airfare, lodging, rental transportation, meals and other incidental expenses as such expenses accrue and will be billed at cost and invoiced separately. 5. Limitation of Liability. GOGovApps will, at all times during the Agreement, maintain appropriate insurance coverage. In no event will GOGovApps's cumulative liability for any general, incidental, special, compensatory, or punitive damages whatsoever suffered by Customer or any other person or entity exceed the fees paid to GOGovApps Page 4 of 5
P-19-363-O ATTACHMENT "A" Page 5 of 5vApps Order Form I 2019 by Customer during the six (6) calendar months immediately preceding the circumstances which give rise to such claim(s) of liability, even if GOGovApps or its agents have been advised of the possibility of such damages. 6. Updating of Terms. Upon each renewal of this Agreement, the latest Master Terms & Conditions that GOGovApps has published within the software ninety (90) days prior to the renewal date shall replace these terms. Any Special Terms & Exceptions listed in the original document shall carryover to the renewal terms. We reserve the right to change our Master Terms & Conditions at any time. If the changes are material, GOGovApps will advise the Customer by email or posting a notice on the site before changes go into effect. If the Customer does not agree to the new terms, Customer may contact Support@GOGovApps.com to have objections considered. 7. Alternate Terms Disclaimed. The parties expressly disclaim any alternate terms and conditions accompanying drafts and/or purchase orders issued by Customer. 8. Special Terms & Exceptions. None. This Order Form is entered into between Customer and GOGovApps. Customer accepts and agrees to adhere to the Terms and Conditions with this order form, will be referenced as the "Agreement." This Agreement between Customer and GOGovApps, which Customer hereby acknowledges and accepts, constitutes the entire agreement between GOGovApps and Customer governing the Services referenced above. Customer represents that its signatory below has the authority to bind Customer to the terms of this Agreement. GOGov, Inc. County of Fresno, CA Sign: Name: Daryl Blowes Name: Gary Cornuelle Title: CEO Title: Purchasing Manager Date: Date: Additional Customer Signatures (Optional) Sign: Sign: Name: Name: Title: Title: Date: Date: Page 5 of 5