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HomeMy WebLinkAboutP-25-105 The Rushmore Group LLC.pdf 1-0 County of Fresno INTERNAL SERVICES DEPARTMENT Facilities• Fleet• Graphics• Purchasing •Security•Technology O� 1$5 O ORES PROCUREMENT AGREEMENT Agreement Number P-25-105 April 3, 2025 The Rushmore Group 431 S. Pierre St. Pierre, SD 57501 The County of Fresno (County) hereby contracts with The Rushmore Group (Contractor)to provide maintenance services for second party case review system in accordance with the text of this agreement and Attachment"A", by this reference made a part hereof. TERM: This Agreement shall become effective July 1, 2025 and shall remain in effect through June 30, 2028. 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". ORDERS: Orders will be placed on an as-needed basis by the 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 Seventy-Eight Thousand One Hundred Twenty-Two Dollars ($178,122.00). 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-25-105 Page 2 The Rushmore Group April 3, 2025 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) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis. Coverage must include products, completed operations, property damage, bodily injury, personal injury, and advertising injury. The Contractor shall obtain an endorsement to this policy naming the County of Fresno, its officers, agents, employees, and volunteers, individually and collectively, as additional insureds, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insureds will apply as primary insurance and any other insurance, or self-insurance, maintained by the County is excess only and not contributing with insurance provided under the Contractor's policy. B. Automobile Liability: Automobile liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages. Coverage must include any auto used in connection with this Agreement. C. Professional Liability: Professional liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million Dollars ($3,000,000). If this is a claims-made policy, then (1)the retroactive date must be prior to the date on which services began P-25-105 The Rushmore Group LLC PROCUREMENT AGREEMENT NUMBER: P-25-105 Page 3 The Rushmore Group April 3, 2025 under this Agreement; (2)the Contractor shall maintain the policy and provide to the County annual evidence of insurance for not less than five years after completion of services under this Agreement; and (3) if the policy is canceled or not renewed, and not replaced with another claims-made policy with a retroactive date prior to the date on which services begin under this Agreement, then the Contractor shall purchase extended reporting coverage on its claims-made policy for a minimum of five years after completion of services under this Agreement. D. Worker's Compensation: Workers compensation insurance as required by the laws of the State of California with statutory limits. 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(a)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. 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 P-25-105 The Rushmore Group LLC PROCUREMENT AGREEMENT NUMBER: P-25-105 Page 4 The Rushmore Group April 3, 2025 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. 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 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. 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. P-25-105 The Rushmore Group LLC PROCUREMENT AGREEMENT NUMBER: P-25-105 Page 5 The Rushmore Group April 3, 2025 Please refer any inquiries in this matter to Heather Stevens, Purchasing Analyst, at 559-600-7115 or heastevens(aD_fresnocountyca.gov. FOR THE COUNTY OF FRESNO ligitally signed Rileylckbur Riley Blackburn Date:2025.0422Y15:35:45a0700n Riley Blackburn Purchasing Manager 333 W. Pontiac Way Clovis, CA 93612 P-25-105 The Rushmore Group LLC PROCUREMENT AGREEMENT NUMBER: P-25-105 Page 6 The Rushmore Group April 3, 2025 CONTRACTOR TO COMPLETE: Company: The Rushmore Group, LLC Type of Entity: ❑ Individual ❑■ Limited Liability Company ❑ Sole Proprietorship ❑ Limited Liability Partnership ❑ Corporation ❑ General Partnership 431 S. Pierre Street Pierre SD 57069 Address City State Zip 605-224-8899 605-224-8989 gerald.tracy@rushmore-group.com TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS Print Name & Gerald E. Tracy II CEO Title: Print Name &Title: 111 signed by Gerald E. Gerald E. Tracy Tracy 11 Date:2025.04.0811:59:28 Signature: Y -05'00' Signature: ACCOUNTING USE ONLY ORG No.: 56108550 Account No.: 7295 Requisition No.: 5612501067 (7/2024) P-25-105 The Rushmore Group LLC COUNTY OF FRESNO - DEPARTMENT OF SOCIAL SERVICES CASE REVIEW APPLICATION MAINTENANCE QUOTATION COUNTY OF FRESNO - CASE REVIEW SYSTEM Quotation for Maintenance and System Support Services March 30, 2025 ORGANIZATION: The Rushmore Group, LLC ADDRESS: 431 S. Pierre Street Pierre, SD 57501 TELEPHONE: 605-224-8899 CONTACT PERSON(S): Gerald E. Tracy II (Contract) John New (Support) CONTRACT PERIOD: July 1, 2025 —June 30, 2028 Project Background: This maintenance agreement is based on the EULA for The Rushmore Group LLC's (Rushmore) Case Review Application Software, which was purchased by the County of Fresno Department of Social Services (CF-DSS). CF-DSS has requested that Rushmore provide a three-year proposal for ongoing maintenance services, with the option to exercise two 12-month renewals. Rushmore retains ownership of all proprietary rights to the software. CF-DSS holds a non-exclusive license to install and use the software for an unlimited number of users. Rushmore is the sole support for the maintenance of the software. Like all software products, ongoing revisions and updates are carried out to ensure the product remains current and technically reliable. These updates are beneficial from both our perspective and that of the user; therefore, they are provided to CF-DSS under this maintenance contract. Additionally, the maintenance contract covers situations identified by CF-DSS where reasonable improvements and modifications to the existing software features and capabilities advance system functionality. Scope of Work: The scope of work for this proposal seeks to provide the CF-DSS with ongoing maintenance and support for the Rushmore Case Review System. Maintenance and Support for the Rushmore Case Review Application include the following: A. Period of Maintenance and Support is 07/01/2025—06/30/2028. B. Rushmore will respond to and address any software issues that are demonstrable problems with the existing Case Review Application functionality. Each demonstrable software issue will be jointly discussed, and an initial date will be agreed upon by which a fix will be made available for installation, or an acceptable and jointly agreed upon alternative solution will be developed. ©2025 The Rushmore Group, LLC Page 1 of 4 COUNTY OF FRESNO - DEPARTMENT OF SOCIAL SERVICES CASE REVIEW APPLICATION MAINTENANCE QUOTATION C. Rushmore will respond as soon as reasonably possible to demonstrable software- related problems that disrupt the daily use of the Case Review Applications or recognized programmatic oversights in fulfilling the software requirements as outlined by CF-DSS and agreed upon by both parties. D. Rushmore will collaborate with CF-DSS analysts and support staff to address problems that cannot be clearly identified as existing demonstrable issues. Every reasonable effort will be made to evaluate the identified issue until a joint decision is reached regarding whether the problem is related to the application's programming. Levels of Support, Problem Response & Resolution Process: Support shall be provided from 8:00 am to 5:00 pm Central Time— Monday through Friday. The response time for support will be determined using the priority rank listed in the table below. Response time begins after CF-DSS notifies Rushmore that service is needed. CF-DSS and Rushmore define the priorities for support with the table below: Level Description Response Time 1: Critical The application is not usable, resulting in total Within 1 working day disruption in entering reviews or accessing reports. No workaround is available. 2: Major Function Users are severely restricted. A workaround is Within 2 working days Issue available. 3: Minor Feature/ The application isn't functioning as designed, Within 2 working days Function Issue leading to some minor impact on usage, which remains acceptable. 4: Minor Problem The issue is documented and flagged for Within 2 working days future maintenance opportunities. Annual Software Maintenance and System Improvement Costs: This agreement covers two primary maintenance services outlined below: Ongoing Software Maintenance and System Improvement Hours. 2025-26 2026-27 2027-28 2028-29 2029-30 OY 1 OY 2 Ongoing Software $33,550 $34,557 $35,593 $36,661 $37,761 Maintenance System Improvement 108 hours 108 hours 108 hours 108 hours 108 hours Hours Max Total: $33,550 $34,557 $35,593 $36,661 $37,761 Ongoing Software Maintenance will be provided to ensure the protection, preservation, and optimization of the existing Case Review System (CRS), ensuring the Case Review System functions effectively and as intended within its current environment. This is included as part of our ongoing system maintenance fee and includes services like: • Address defects, errors, and performance issues that inhibit the system from functioning as designed. ©2025 The Rushmore Group, LLC Page 2 of 4 COUNTY OF FRESNO - DEPARTMENT OF SOCIAL SERVICES CASE REVIEW APPLICATION MAINTENANCE QUOTATION • Apply regular security patches and updates to ensure compliance with evolving security standards, regulatory requirements, and industry norms. • Ensure compatibility with operating system upgrades, browser updates, changes to third- party libraries, and adjustments to infrastructure. • Updates to system documentation and configuration materials to reflect maintenance changes. • Provide technical support for issue resolution and assistance with system-related questions. • Hold touch base meetings to review system health, maintenance updates, and potential future needs. System Improvement Hours are available for customer-requested improvements and modifications to the existing software features and capabilities. These revisions help align the system with evolving business processes without adding entirely new functionality. The annual maintenance agreement outlines the maximum number of hours available to a customer each year. Improvement Hours do not carry over to the next contract year. Some examples include: • Update an existing report to add new columns, filters, or calculations. • Modify an existing workflow process to add or change a step based on policy or practice updates. • Update screen layouts to improve usability without changing core functionality. • Revise system notifications to better match user expectations. • Configure an existing form or review process to collect additional data. • Adjust system rules or criteria for existing processes (e.g., changing validation rules on data entry). Both parties must agree on the proposed System Improvement work. The work must be approved and scheduled before entering the final quarter of the annual agreement. Exceptions to this requirement must be agreed upon by Rushmore's Program Manager. System Enhancement Work Requests: System Enhancements are customer requests that will introduce new features, capabilities, or functionality to their existing system design. System Enhancements are beyond the services included in the maintenance agreement. The following examples of work would be classed as System Enhancements and would require the development of a Scope of Work or Work Order: • Addition of new features, modules, or system capabilities. • Significant process redesigns or re-engineering. • New third-party integrations. • Large-scale data migrations or conversions. • New reports, workflows, or functional areas. • Comprehensive end-user training. • User interface redesigns unrelated to system maintenance. System Enhancement Work requests will be developed, reviewed, and agreed upon by both parties prior to the commencement of work. System Enhancement work will be charged at a rate of$135 per hour during the contract year 2025-26. The hourly rate will increase to $145 per hour for the years 2026-27 and 2027-28. ©2025 The Rushmore Group, LLC Page 3 of 4 COUNTY OF FRESNO - DEPARTMENT OF SOCIAL SERVICES CASE REVIEW APPLICATION MAINTENANCE QUOTATION Extension/Renewal Options At the end of the initial 3-year term, this agreement may be extended for two (2) additional twelve (12) month periods through mutual agreement of both parties. Renewal years will incur a 3% increase in maintenance and system improvement costs. The billable hourly rate for excess system improvement hours will be determined during Option Year 1 (OY1) and Option Year 2 (OY2) renewal. Invoices: The Contractor (Rushmore) will invoice and receive payment at the beginning of each maintenance period for all maintenance costs. Payment: Payment is due forty-five (45) days after the date of the invoice. CF-DSS cannot withhold any amounts due hereunder, and Rushmore reserves the right to stop work without prejudice if payments are not made when due. Any late payment will incur collection costs (including reasonable legal fees) and will accrue interest at the rate of one (1) percent per month or any fraction thereof until paid. Address: The Rushmore Group, LLC 431 S. Pierre Street Pierre, SD 57501 Phone:(605) 224-8899 Fax: (605) 224-8989 Financial and Contracts: Gerald E Tracy II, CEO D: (605) 609-0612 Gera ld.Tracy(a)rushmore-grouP.com Service and Support: John New, Program Manager D: (605) 224-8899 John.New(a)rush more-grouP.com ©2025 The Rushmore Group, LLC Page 4 of 4