HomeMy WebLinkAboutAgreement A-18-438-1 with EZappt. LLC.pdfCOUNTY OF FRESNO
Fresno, CA
-1 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
AMENDMENT I TO AGREEMENT
THIS AMENDMENT, hereinafter referred to as Amendment I, is made and entered into
this__________ day of __________________, 2020, by and between the COUNTY OF FRESNO, a
Political Subdivision of the State of California, hereinafter referred to as “COUNTY,” and EZappt,
LLC, a Private For-Profit Organization, whose address is 12020 S. Warner-Elliot Loop, Ste. 101,
Phoenix, Arizona 85044, hereinafter referred to as “CONTRACTOR.”
WHEREAS, the parties entered into that certain Agreement, identified as COUNTY Agreement
No. A-18-438, effective August 7, 2018 for Automated Client Appointment Management System
Maintenance and Enhancements for COUNTY’s Departments of Social Services (DSS); and
WHEREAS, COUNTY has identified additional enhancements it needs made by
CONTRACTOR and the necessary compensation for such additional work; and
WHEREAS, the parties desire to amend the Agreement regarding changes as stated below and
restate the Agreement in its entirety.
NOW, THEREFORE, in consideration of their mutual promises, covenants and conditions,
hereinafter set forth, the sufficiency of which is acknowledged, the parties agree as follows:
1.That the existing COUNTY Agreement No. A-18-438, Page One (1), Section One (1),
beginning with Line Twenty-Five (25), with the word “CONTRACTOR” and ending on Page One (1),
Line Twenty-Seven (27) with the word “Agreement.” be deleted and the following inserted in its
place:
“CONTRACTOR shall perform all services and fulfill all responsibilities as identified in
Revised Exhibit A, Summary of Services, attached hereto and by this reference incorporated and made
part of this Agreement.”
2.That the existing COUNTY Agreement No. A-18-438, Page Three (3), Section Four (4)
beginning with Line Three (3) with the word “For” and ending on Line Six (6) with the word
“Agreement.”, be deleted and the following inserted in its place:
“For actual services provided as identified in the terms and conditions of this
Agreement, including Revised Exhibit A, COUNTY agrees to pay CONTRACTOR and
CONTRACTOR agrees to receive compensation in accordance with Revised Exhibit B, Rate Sheet,
9th June
Agreement No. 18-438-1
COUNTY OF FRESNO
Fresno, CA
-2 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
attached hereto and by this reference incorporated and made part of this Agreement.”
3.That the existing COUNTY Agreement No. A-18-438, Page Three (3), Section Four (4)
beginning with Line Nine (9), with the word “In” and ending on Line Fourteen (14) with the word
“CONTRACTOR.” be deleted and the following inserted in its place:
“In no event shall services performed under this Agreement be in excess of One Hundred and
One Thousand Five Hundred and No/100 Dollars ($101,500.00) for the initial twenty-three (23) month
term, Forty Six Thousand Nine Hundred and No/100 Dollars ($46,900.00) for the period July 1, 2020
through June 30, 2021, Thirty Seven Thousand Three Hundred and No/100 Dollars ($37,300.00) for
the period July 1, 2021 through June 30, 2022, and Thirty Seven Thousand Seven Hundred and
No/100 Dollars ($37,700.00) for the period July 1, 2022 through June 30, 2023. The cumulative total
of this Agreement shall not be in excess of Two Hundred Twenty-Three Thousand Four Hundred and
No/100 Dollars ($223,400.00). It is understood that all expenses incidental to CONTRACTOR’s
performance of services under this Agreement shall be borne by CONTRACTOR.”
4.That the existing COUNTY Agreement No. A-18-438, Page Six (6), Section Ten (10)
beginning with Line Sixteen (16), with the word “Without” and ending on Page Eight (8), Line Eight
(8) with the word “better.” be deleted and the following inserted in its place:
“Without limiting 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 this 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 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 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
COUNTY OF FRESNO
Fresno, CA
-3 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
Agreement.
C.Professional Liability
If CONTRACTOR employs licensed professional staff (e.g. Ph.D., R.N.,
L.C.S.W., M.F.C.T.) in providing services, Professional Liability Insurance with
limits of not less than One Million Dollars ($1,000,000) per occurrence, Three
Million Dollars ($3,000,000) 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.
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 this Agreement,
CONTRACTOR shall provide certificates of insurance and endorsements as stated above for all of the
foregoing policies, as required herein, to the County of Fresno, DSS, PO BOX 1912, Fresno,
California, 93718-1912, Attention: Contracts, 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 for such worker’s compensation insurance the
CONTRACTOR has waived its right to recover from the COUNTY, its officers, agents and employees
COUNTY OF FRESNO
Fresno, CA
-4 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
1
2
3
any amounts paid under the insurance policy and that waiver does not invalidate the insurance policy;
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, 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 from companies possessing a current A.M. Best, Inc. rating of
A FSC VII or better.”
5.That all references in existing COUNTY Agreement No. A-18-438 to Exhibit A shall be
changed to read “Revised Exhibit A,” which is attached hereto and incorporated herein by this
reference.
6.That all references in existing COUNTY Agreement No. A-18-438 to Exhibit B shall be
changed to read “Revised Exhibit B,” which is attached hereto and incorporated herein by this
reference.
7.COUNTY and CONTRACTOR agree that this Amendment I is sufficient to amend
Agreement No. A-18-438 and that, upon execution of this Amendment I, the original Agreement and
this Amendment I shall together be considered the Agreement.
The Agreement, as hereby amended, is ratified and continued. All provisions, terms, covenants,
conditions and promises contained in this Agreement not amended herein shall remain in full force
and effect. This Amendment I shall become effective upon execution on the day first written
hereinabove.
///
1
3
4
5
6
7
8
10
11
12
1 3
14
15
16
17
.1 8
1 9
20
21
22
23
25
26
27
28
IN WITNESS WHEREOF , the parties hereto have executed this Amendment I ro Agreement as
of rhe day and year first hercinabove written.
ATTEST:
CO NTRi\ CTOR:
EZappt LLC
J _,. -)
/.f .• ~::-By l_Y:. .• __ ~
Lynn Sweet, CEO
E Zappt. LLC
Mailing Address :
PO Box 19 7.
Gilbert. AZ 85299-0197
Phone No.: (480) 229-9294
Contact: Ly nn Sweet
Fund/Subclass: 000 1/10000
Organization : 56108550
Account /Program: 7295
DEN: DJB
con~TY OF FRESNO
ByE ,,.~ J..J_A,,,, __ ~_
Ernes t Buddy Mende~-~ the
Board of Supervisors of the Count y of
Fre s no
ATTEST :
BERl'\ICE E. SEIDEL
Clerk of the Board of Supervisors
County of Fre s no . State of California
-5 -co c :--:n· o F FRES:'(O
fre5 no . C.e\
Exhibit A
Page 1 of 3
SUMMARY OF SERVICES
ORGANIZATION: EZappt, LLC
ADDRESS: PO Box 197 Gilbert, AZ 85299-0197
TELEPHONE: (602) 377-6850 or (480) 229-9294
CONTACTS: Lynn Sweet
EMAIL: Lynn.Sweet@Ezappt.com
CONTRACT TERMS: August 10, 2018 – June 30, 2020
July 1, 2020 – June 30, 2021
July 1, 2021 – June 30, 2022
July 1, 2022 – June 30, 2023
CONTRACT AMOUNT: $223,400.00
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.
CONTRACTOR shall be responsible for the following
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
specified by DSS. CONTRACTOR shall follow the following process to implement
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 enhancements or programming changes.
ii. Before building the requested enhancements or programming changes, CONTRACTOR
shall provide DSS with the budget, timeline of delivery dates, technical
designs/workflows, and/or programming specifications as requested by DSS.
Exhibit A
Page 2 of 3
iii. Once approval has been given by DSS, CONTRACTOR shall make the requested
enhancement 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 final review.
v. Once final approval has been given by DSS, CONTRACTOR shall deploy all
functionality enhancements 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
demonstrable 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 demonstrable 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 two business days
should CONTRACTOR identify a demonstrable 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.
Exhibit A
Page 3 of 3
DSS shall be responsible for the following:
A. Provide instruction 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.
Minimum Performance Requirements:
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.
Exhibit B
Page 1 of 1
Rate Sheet
EZappt, LLC
Automated Client Appointment Management System
Annual Support and Maintenance Quantity Unit Cost TOTAL
August 2018 thru June 2019 – (Billed Annually) 1 $16,100.00 $16,100.00
July 2019 thru June 2020- (Billed Annually) 1 $16,500.00 $16,500.00
July 2020 thru June 2021 – (Billed Annually) 1 $16,900.00 $16,900.00
July 2021 thru June 2022 – (Billed Annually) 1 $17,300.00 $17,300.00
July 2022 thru June 2023 – (Billed Annually) 1 $17,700.00 $17,700.00 $84,500.00
Software Extended Support Quantity Unit Cost TOTAL
August 2018 thru June 2019 (Billed Hourly) 339 $100/hour $33,900.00
July 2019 thru June 2020 (Billed Hourly) 350 $100/hour $35,000.00
July 2020 thru June 2021 (Billed Hourly) 300 $100/hour $30,000.00
July 2021 thru June 2022 (Billed Hourly) 200 $100/hour $20,000.00
July 2022 thru June 2023 (Billed Hourly) 200 $100/hour $20,000.00 $138,900.00