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Home My WebLink AboutP-20-452 Agreement Granicus.pdf333 W. Pontiac Way, Clovis, CA 93612 / (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-20-452 November 17, 2020 Granicus 408 St. Peter Street Suite 600 Saint Paul,MN 55102 The County of Fresno (County) hereby contracts with Granicus (Contractor) to provide Disclosure Docs Maintenance and Support in accordance with the text of this agreement, and Attachment “A” by this reference made a part hereof. TERM: This Agreement shall become effective December 7, 2020 and shall remain in effect through December 6, 2021. (“initial Term”). After the Initial Term, this Agreement will automatically renew for four (4) additional consecutive periods of twelve (12) months (the Extension Term), or until terminated according to the termination section of the Agreement. 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 County of Fresno, Board of Supervisors Department under this contract. 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 fifty- three thousand, six-hundred and ninety-one dollars and thirty-two cents ($53,691.32). 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: Inspection of deliveries or offers for delivery, which do not meet specifications, will be at the expense of Contractor. PROCUREMENT AGREEMENT NUMBER: P-20-452 Page 2 Granicus November 17, 2020 G:\PUBLIC\CONTRACTS & EXTRACTS\2020 CONTRACTS\P-20-452 AGREEMENT GRANICUS\P-20-452 AGREEMENT GRANICUS.DOCX 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 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. The County may also terminate this Agreement upon ninety (90) days prior written notice to the Extension Term. 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. 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: 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. Additional Requirements Relating to Insurance: Contractor shall obtain endorsements to the Commercial General Liability insurance including 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 by the Contractor. 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 PROCUREMENT AGREEMENT NUMBER: P-20-452 Page 3 Granicus November 17, 2020 G:\PUBLIC\CONTRACTS & EXTRACTS\2020 CONTRACTS\P-20-452 AGREEMENT GRANICUS\P-20-452 AGREEMENT GRANICUS.DOCX 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, Board of Supervisors Department 2281 Tulare Street Room 300, Fresno Ca 93721, 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 includes 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. The insurance shall not be cancelled or changed without a minimum of thirty (30) days advance, written notice given to County by the Contractor. 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. 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. Notwithstanding the foregoing, Contractor may assign its rights under this Agreement in full, without the County’s prior written consent, in the event of any successor or assign that has acquired all, or substantially all, of the Contractor’s business by means of a merger, acquisition, stock purchase, asset purchase or otherwise. 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 PROCUREMENT AGREEMENT NUMBER: P-20-452 Page 4 Granicus November 17, 2020 G:\PUBLIC\CONTRACTS & EXTRACTS\2020 CONTRACTS\P-20-452 AGREEMENT GRANICUS\P-20-452 AGREEMENT GRANICUS.DOCX 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"), (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. Please refer any inquiries in this matter to Erin Jones, Purchasing Technician at 559-600-7120 or ejones@fresnocountyca.gov FOR THE COUNTY OF FRESNO Gary E. Cornuelle Purchasing Manager 333 W. Pontiac Way Clovis, CA 93612 GEC:EJ PROCUREMENT AGREEMENT NUMBER: P-20-452 Page 5 Granicus November 17, 2020 G:\PUBLIC\CONTRACTS & EXTRACTS\2020 CONTRACTS\P-20-452 AGREEMENT GRANICUS\P-20-452 AGREEMENT GRANICUS.DOCX 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.: 01100200 Account No.: 7295 Requisition No.: 1102100014 (01/2020) 55102 1-800-314-0147 651-665-0943 408 Saint Peter Street Granicus, LLC Saint Paul contracts@granicus.com Spencer Lasley - Contracts Manager MN Jessica Yang - Manager of Business and Contracts PROCUREMENT AGREEMENT NUMBER: P-20-452 Attachment A Page 1 Granicus November 17, 2020 G:\PUBLIC\CONTRACTS & EXTRACTS\2020 CONTRACTS\P-20-452 AGREEMENT GRANICUS\P-20-452 AGREEMENT GRANICUS.DOCX PROCUREMENT AGREEMENT NUMBER: P-20-452 Attachment A Page 2 Granicus November 17, 2020 G:\PUBLIC\CONTRACTS & EXTRACTS\2020 CONTRACTS\P-20-452 AGREEMENT GRANICUS\P-20-452 AGREEMENT GRANICUS.DOCX PROCUREMENT AGREEMENT NUMBER: P-20-452 Attachment A Page 3 Granicus November 17, 2020 G:\PUBLIC\CONTRACTS & EXTRACTS\2020 CONTRACTS\P-20-452 AGREEMENT GRANICUS\P-20-452 AGREEMENT GRANICUS.DOCX PROCUREMENT AGREEMENT NUMBER: P-20-452 Attachment A Page 4 Granicus November 17, 2020 G:\PUBLIC\CONTRACTS & EXTRACTS\2020 CONTRACTS\P-20-452 AGREEMENT GRANICUS\P-20-452 AGREEMENT GRANICUS.DOCX PROCUREMENT AGREEMENT NUMBER: P-20-452 Attachment A Page 5 Granicus November 17, 2020 G:\PUBLIC\CONTRACTS & EXTRACTS\2020 CONTRACTS\P-20-452 AGREEMENT GRANICUS\P-20-452 AGREEMENT GRANICUS.DOCX PROCUREMENT AGREEMENT NUMBER: P-20-452 Attachment A Page 6 Granicus November 17, 2020 G:\PUBLIC\CONTRACTS & EXTRACTS\2020 CONTRACTS\P-20-452 AGREEMENT GRANICUS\P-20-452 AGREEMENT GRANICUS.DOCX PROCUREMENT AGREEMENT NUMBER: P-20-452 Attachment A Page 7 Granicus November 17, 2020 G:\PUBLIC\CONTRACTS & EXTRACTS\2020 CONTRACTS\P-20-452 AGREEMENT GRANICUS\P-20-452 AGREEMENT GRANICUS.DOCX PROCUREMENT AGREEMENT NUMBER: P-20-452 Attachment A Page 8 Granicus November 17, 2020 G:\PUBLIC\CONTRACTS & EXTRACTS\2020 CONTRACTS\P-20-452 AGREEMENT GRANICUS\P-20-452 AGREEMENT GRANICUS.DOCX PROCUREMENT AGREEMENT NUMBER: P-20-452 Attachment A Page 9 Granicus November 17, 2020 G:\PUBLIC\CONTRACTS & EXTRACTS\2020 CONTRACTS\P-20-452 AGREEMENT GRANICUS\P-20-452 AGREEMENT GRANICUS.DOCX PROCUREMENT AGREEMENT NUMBER: P-20-452 Attachment A Page 10 Granicus November 17, 2020 G:\PUBLIC\CONTRACTS & EXTRACTS\2020 CONTRACTS\P-20-452 AGREEMENT GRANICUS\P-20-452 AGREEMENT GRANICUS.DOCX PROCUREMENT AGREEMENT NUMBER: P-20-452 Attachment A Page 11 Granicus November 17, 2020 G:\PUBLIC\CONTRACTS & EXTRACTS\2020 CONTRACTS\P-20-452 AGREEMENT GRANICUS\P-20-452 AGREEMENT GRANICUS.DOCX PROCUREMENT AGREEMENT NUMBER: P-20-452 Attachment A Page 12 Granicus November 17, 2020 G:\PUBLIC\CONTRACTS & EXTRACTS\2020 CONTRACTS\P-20-452 AGREEMENT GRANICUS\P-20-452 AGREEMENT GRANICUS.DOCX PROCUREMENT AGREEMENT NUMBER: P-20-452 Attachment A Page 13 Granicus November 17, 2020 G:\PUBLIC\CONTRACTS & EXTRACTS\2020 CONTRACTS\P-20-452 AGREEMENT GRANICUS\P-20-452 AGREEMENT GRANICUS.DOCX