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Home My WebLink AboutP-25-157 FreshWorks.pdf Docusign Envelope ID: lB29693D-E59B-46D0-8CA2-C9B2C1070EEB coU� County of Fresno INTERNAL SERVICES DEPARTMENT Facilities• Fleet•Graphics• Purchasing • Security•Technology O� 185�O ORES PROCUREMENT AGREEMENT Agreement Number P-25-157 September 17, 2025 Freshworks, Inc. 2590 S. Delaware St., Suite 201 San Mateo, CA 94403 The County of Fresno (County) hereby contracts with Freshworks, Inc. (Contractor)to provide a cloud-based IT service management system in accordance with the text of this agreement, and the Attachments "A" and «B„ TERM: This Agreement shall be retroactively effective, as notated on Contractor's order form, May 13, 2025 and shall remain in effect through May 13, 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 County of Fresno Department of Behavioral Health 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 Eighty-Eight Thousand Six Hundred Seventy-Eight Dollars and Eighty Cents ($88,678.80). 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. INVOICING: An itemized invoice shall be sent to The County of Fresno Department of Behavioral Health. The Agreement number must appear on all shipping documents and invoices. INVOICE TERMS: The County shall pay each completed and timely submitted invoice within forty-five (45) days after receipt. 333 W. Pontiac Way,Clovis,CA 93612/(559)600-7110 *The County of Fresno is an Equal Employment Opportunity Employer Docusign Envelope ID: 1B29693D-E59B-46D0-8CA2-C9B2C1070EEB PROCUREMENT AGREEMENT NUMBER: P-25-157 Page 2 Freshworks, Inc. September 17, 2025 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 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 one (1)year 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: Subject to the Service Order Form (including Freshworks Terms of Service, where applicable) The Contractor agrees to: Pay reasonable claims for damage to property in any manner arising from Contractor's operations under this Agreement. 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. 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, which shall not be unreasonably withheld. However, Contractor may assign this Agreement in its entirety (including all SOFs), without the other party's consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that in such instance, County may have the option to terminate this Agreement in its sole discretion at no cost or fee. 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. P-25-157 Freshworks, Inc.Agreement.docx Docusign Envelope ID: 1B29693D-E59B-46D0-8CA2-C9B2C1070EEB PROCUREMENT AGREEMENT NUMBER: P-25-157 Page 3 Freshworks, Inc. September 17, 2025 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 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. Please refer any inquiries in this matter to Crystal Nino, Purchasing Analyst, at 559-600-7113 or cnino@fresnocountyca.gov. FOR THE COUNTY OF FRESNO Digitally signedRiley Blackburn Date:2025.10.03Y15:00:45a0700n Riley Blackburn Purchasing Manager 333 W. Pontiac Way Clovis, CA 93612 P-25-157 Freshworks, Inc.Agreement.docx Docusign Envelope ID: 1B29693D-E59B-46D0-8CA2-C9B2C1070EEB PROCUREMENT AGREEMENT NUMBER: P-25-157 Page 4 Freshworks, Inc. September 17, 2025 CONTRACTOR TO COMPLETE: Company: Freshworks Inc. Type of Entity: ❑ Individual ❑ Limited Liability Company a Sole Proprietorship L1 Limited Liability Partnership Corporation a General Partnership 2950 S. Delaware Street, Suite 201, San Mateo CA 94403 Address City State Zip +1 650 513 0514 support@freshworks.com TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS Print Name & Justin Widlund Title: Authorised Signatory Print Name &Title: DOCUSigneed11by: 9 ,�tS{tln Wl September 29, 2Wa�j&1 PM PDT Signature: 4983F413E22541B_._ a re. ACCOUNTING USE ONLY ORG No.: 56308550 DS Account No.: 7309 Requisition No.: 5632510114 r„e,nwo,k= (7/2024) APPROVED P-25-157 Freshworks, Inc.Agreement.docx Docusign Envelope ID: 1B29693D-E59B-46D0-8CA2-C9B2C1070EEB Procurement Agreement 8-25-22.doc 0 docusign. Certificate Of Completion Envelope Id: 1B29693D-E59B-46D0-8CA2-C9B2C1070EEB Status:Completed Subject: DD:3626404:FW-Fresno County Department of Behavioral Health-Procurement Agreement Source Envelope: Document Pages:5 Signatures: 1 Envelope Originator: Certificate Pages:2 Initials:0 Deal-desk-docusign AutoNav: Enabled Stamps: 1 2950 S Delaware St Suite 201 Envelopeld Stamping: Enabled San Mateo,CA 94403 Time Zone: (UTC-08:00)Pacific Time(US& deal-desk-docusign@freshworks.com Canada) IP Address: 13.234.188.229 Record Tracking Status:Original Holder:Deal-desk-docusign Location: DocuSign 9/29/2025 4:21:18 PM deal-desk-docusign@freshworks.com Signer Events Signature Timestamp Vishal Prasad Sent:9/29/2025 4:28:10 PM vishal.prasad1@freshworks.com AoyEg Viewed:9/29/2025 4:28:25 PM Security Level: Email,Account Authentication ` Signed:9/29/2025 4:28:32 PM (None) Using IP Address: 13.234.188.229 Electronic Record and Signature Disclosure: Not Offered via Docusign Justin Widlund '" by: Sent:9/29/2025 4:28:34 PM justin.widlund@freshworks.com [DocuSigned Sflln u�� Viewed:9/29/2025 4:31:15 PM Authorized Signatory 4983F413E22541B... Signed:9/29/2025 4:31:22 PM Freshworks Signing Group: Modified online Terms-Group B Signature Adoption: Pre-selected Style Security Level: Email,Account Authentication Using IP Address: (None) 2601:602:8b01:36c0:fd9a:99b:c4d5:7c3 Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Vishal Prasad COPIED Sent:9/29/2025 4:31:24 PM vshal.prasad 1 @freshworks.com Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Carbon Copy Events Status Timestamp muhil.ramakrishna@freshworks.com COPIED Sent:9/29/2025 4:31:25 PM muhil.ramakrishna@freshworks.com Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 9/29/2025 4:28:10 PM Certified Delivered Security Checked 9/29/2025 4:31:15 PM Signing Complete Security Checked 9/29/2025 4:31:22 PM Completed Security Checked 9/29/2025 4:31:25 PM Payment Events Status Timestamps Service Order Form CUSTOMER1 ' 1 Billing Contact information Shipping Contact Information Contact Name: Michael Miller Contact Name (Shipping): Organization: Fresno County Department of Organization: Behavioral Health Email address: Email address: mimiller@fresnocountyca.gov Phone: Phone: Bill-To Address: Michael Miller Ship-To Address: Same as Billing Fresno County Department of Behavioral Health Tax Reg#94-6000512 1925 E. Dakota Avenue Fresno 93726 California CA United States mimiller@fresnocountyca.gov Subscription May 13, 2025 Subscription May 13, 2028 Term Start Date: Term End Date: Subscription 36 Months Billing Frequency: Annual Term: PO required on No PO Number (If Invoice: Applicable): Payment Method: Wire Transfer Payment Terms: Net 30 Applicable Tax FEIN Tax Registration 94-6000512 Registration: ID: Is Tax Exempt: No Product 1 Product Instance Domain No. of Users 465370 fresnodbh.freshservice.com 23 Yearly 1 (13-May-2025 - 13-May-2026) DurationType Item Name List Net Price/Unit Price/Unit (months) Product Freshservice - $ 119.00 $ 107.10 12 23 $ 29,559.60 Enterprise Annual Plan Total Price $ 29,559.60 Freshworks Inc.,2950 S. Delaware Street,Suite 201,San Mateo,CA 94403 $ 29,559.60 Yearly 2 (13-May-2026 - 13-May-2027) Type Item Name List Net Duration Quantity Net Price Price/Unit Price/Unit (months) Product Freshservice - $ 119.00 $ 107.10 12 23 $ 29,559.60 Enterprise Annual Plan Total Price $ 29,559.60 $ 29,559.60 Yearly 3 (13-May-2027 - 13-May-2028) Type Item Name List Net Duration Quantity Net Price Price/Unit Price/Unit (months) Product Freshservice - $ 119.00 $ 107.10 12 23 $ 29,559.60 Enterprise Annual Plan Total Price $ 29,559.60 $ 29,559.60 Total Net Price for all 3 years: $ 88,678.80 COMMERCIAL TERMS • The Subscription Term will automatically renew for successive terms unless terminated in accordance with the Terms of the Agreement. • Any service performed by a third-parry will be subject to the terms negotiated between the Customer and such third-party. • The continued activation of Customer's Account is based on the successful payment of the Fees. Freshworks Inc.,2950 S.Delaware Street,Suite 201,San Mateo,CA 94403 • This Service Order Form is governed by the Freshworks Terms of Service in effect as of March 10,2025 and found at https://www.freshworks.com/terms/, unless Customer has a written Freshworks services agreement executed between Customer and Freshworks Inc. for the Services purchased hereunder, in which case such written services agreement will govern (in this case, it is the County Procurement Agreement(the "Agreement"). • The Freshworks Products listed above may have supplemental terms associated with their use which are available at https://www.freshworks.com/tenns/supplemental-terms/. • By signing below, Customer represents that the signor is a duly authorized agent of Customer and hereby waives all claims to the contrary. • Any terms in the above hyperlinks((1)Freshworks Terms of Service dated March 10,2025 and 2) Freshworks Supplemental Terms))that conflict with the Agreement will be resolved in favor of the Agreement. Freshworks Inc. Customer County of Fresno Name Name Riley Blackburn Title Title Purchasing Manager Signature Signature Date Date Freshworks Inc.,2950 S.Delaware Street,Suite 201,San Mateo,CA 94403