GSD-S Formal Cooperative Purchase Agt.(10-2023)
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FORMAL COOPERATIVE PURCHASE AGREEMENT
THIS AGREEMENT (Agreement) is made and entered into EFFECTIVE ___________________ by and between CITY OF FRESNO, a California municipal corporation (City), and SHADE & PARTNERS TECHNOLOGY SOLUTIONS, a California corporation (Vendor).
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and promises hereinafter contained to be kept and performed by the respective parties, it is mutually agreed as follows:
1. The Charter for the City allows for cooperative purchase agreements for materials, supplies and equipment. The City is allowed to piggyback an existing government agency’s agreement, under Fresno City Charter 1208. The parties agree the Vendor established a Software Licensing Program (SLP) contract (SLP-24-70-0176G) in which ordering agencies may purchase their software products during the term of the Cornerstone SLP-2024 issued by the State of California Department of General Services' Software Licensing Program. The SLP-24-70-0176G is attached hereto as Exhibit A (Original Government Contract) and is incorporated herein by reference.
2. Vendor’s Obligation. Vendor shall provide those services and carry out that work described in the City and Vendor Renewal Quote, which is attached hereto as Exhibit B and is incorporated herein by reference, subject to all the terms and conditions contained in the Original Government Contract or incorporated herein.
3. City’s Obligation. City shall make to the Vendor those payments described in Exhibit B, subject to all the terms and condition contained or incorporated herein.
4. Notwithstanding the requirements that the Original Government Contract is fully binding on the Parties, the parties have agreed to modify certain non -material provisions of the Original Government Contract as applied to this Agreement between the Vendor and the City, as follows:
a) City’s Insurance and Indemnity provisions attached as Exhibit C. b) Address change for the City: Notwithstanding the address and contract information for the government entity as set out in Exhibit B, the Vendor agrees that notices and invoices will be sent to:
City of Fresno
Attention: Stephanie Ciehoski
2600 Fresno Street, Room 1059
Fresno, CA 93721
Phone: (559) 621-7180
E-mail: [email protected]
FAX: (559) XXX-XXXX
GSD-S Formal Cooperative Purchase Agt.(10-2023)
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c) Notwithstanding anything in Exhibits A and B to the contrary, this Agreement shall be governed by, and construed and enforced in accordance with , the laws of the State of California, excluding however, any conflict of laws rule which would apply the law of another jurisdiction. Venue for purposes of the filing of any action regarding the enforcement or interpretation of this Agreement and any rights and duties hereunder shall be Fresno County, California.
d) All other provisions in the Original Government Contract are fully binding on the parties and will represent the agreement between the City and the Vendor.
[Signatures follow on the next page.]
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GSD-S Formal Cooperative Purchase Agt.(10-2023)
364606v1
IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, the day and year first above written.
CITY OF FRESNO,
a California municipal corporation
By:
Melissa Perales
Purchasing Manager
General Services Department
No signature of City Attorney required.
Standard Document #GSD-S Formal
Cooperative Purchase Agt. (10 -2023)
has been used without modification, as
certified by the undersigned.
By:
Dyan Ayala
Procurement Specialist
ATTEST:
TODD STERMER, CMC
City Clerk
By:
Date
Deputy
Addresses:
CITY
City of Fresno
Attention: Dennis Jones
2600 Fresno Street, Room 1059
Fresno, CA 93721
Phone: (559) 621-7117
E-mail: [email protected]
SHADE & PARTNERS TECHNOLOGY
SOLUTIONS, a California Corporation
By:
Name:
Title:
(If corporation or LLC., Board
Chair, Pres. or Vice Pres.)
By:
Name:
Title:
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
Vendor:
Shade & Partners Technology Solutions
Attention: Chris Shade
5098 Foothills Blvd Ste 3-351
Roseville, CA 95747
Phone: (916) 276-1127
E-mail: [email protected]
Attachments:
Exhibit A - Original Government Contract
Exhibit B - City and Vendor Renewal Quote
Exhibit C - City’s Insurance and Indemnity
EXHIBIT A
Original Government Contract
707 3rd Street, 2ndFloor | West Sacramento, CA 95605 | t 916.375-4400 Procurement Division
707 Third Street, 2nd Floor, MS #2-202
West Sacramento, CA 95605-2811
State of California
SOFTWARE LICENSING PROGRAM (SLP) AGREEMENT
Contractor:
Contract Number:
SLP Contract Term:
Contract Base:
Shade & Partners Technology Solutions
SLP-24-70-0176G
05/11/2024 through 05/11/2027
CornerStone Offer Number CornerStone-SLP-2024
This contract is available for use by State of California departments and any city, county, special district, educational agency, local government body or corporation empowered to expend public funds. While the state makes this contract available, each local agency should make its own determination whether the SLP is consistent with their procurement policies and regulations.
The SLP Contractor is required to provide all SLP contract terms and conditions with the list of products, services and prices.
Terms and conditions listed below are hereby incorporated by reference and made a part of this SLP Agreement as if attached herein and shall apply to the purchase of goods or services made under this Participating Agreement. Contractor non-compliance with the requirements of this contract may result in contract termination.
By signing below, Contractor agrees to the General Provisions dated June 21, 2022, SaaS Cloud Computing Services Special Provisions dated March 15, 2018 and all other provisions included herein.
1) General Provisions – Information Technology (GSPD-401IT) effective 6/21/22 2) Cloud Computing Services Special Provisions (Software as a Service) effective 3/15/2018
3) General Provisions – Information Technology Cloud Computing Software as a Service (SaaS) effective 6/21/22
For State of CA:
For Stephanne Lim
Manager
Multiple Award Programs Section
Procurement Division
Department of General Services
05/08/2024
Date
President/CEO
Printed Title
Chris Shade
Printed Name
Shade & Partners Technology Solutions
Company Name
5/3/2025
Date
For Contractor:
Signature
707 3rd Street, 2ndFloor | West Sacramento, CA 95605 | t 916.375-4400 Procurement Division | State of California | California Government Operations Agency
SOFTWARE LICENSING PROGRAM (SLP)
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CONTRACTOR PROVIDES COPY OF
THE CONTRACT AND SUPPLEMENTS
The SLP Contractors are required to
provide the entire contract that consists of
the following:
• SLP Cover sheet with signatures from
the DGS Procurement Division Deputy
Director or designee and Contractor.
• Ordering instructions.
• Std. 204 Payee Data Record.
• SLP Contract terms and conditions
(General provisions).
• Software License Agreement pricing.
• Supplements, if applicable
CONTRACTOR QUARTERLY REPORTS
SLP Contractors are required to submit
a detailed SLP Business Activity Report
on a quarterly basis to the SLP Unit.
This report shall be e-mailed to the SLP
Unit general e-mail:
[email protected]
Alternatively, this report can be mailed to:
Department of General Services
Procurement Division – SLP Unit
Attention: Quarterly Report Processing
707 Third Street, MS #2-202
West Sacramento, CA 95605
Reports that include paper checks for
quarterly incentive fees must be mailed
and shall not be e-mailed.
For the full instructions on completing and
submitting SLP Quarterly Business Activity
Reports, reference “ATTACHMENT A” of
this agreement.
Important things to remember regarding
SLP Quarterly Business Activity Reports:
• A report is required for each SLP, each
quarter, even when no new purchase
orders are received in the quarter.
• A separate report is required for each
SLP agreement.
• Each purchase order must be
reported only once in the quarter
identified by the purchase order
date, regardless of when the
services were performed, the
products were delivered, the invoice
was sent, or the payment was
received.
• Purchase orders from State and local
government agencies must be
separated on the report, as shown in
the instructions.
• Any report that does not follow the
required format or excludes required
information will be deemed incomplete
and returned to the SLP contractor for
corrections.
• Taxes and freight must not be included
in the report.
• New SLP agreements, renewals, and
amendments will be approved only if
the SLP contractor has submitted all
required quarterly reports and incentive
fees.
• A quarterly report is required even
when there is no activity.
SLP Quarterly Business Activity Reports
are due in the SLP Unit within two weeks
after the end of each quarter as shown
below:
Quarter 1 Jan 1 to Mar 31 Due Apr 15
Quarter 2 Apr 1 to Jun 30 Due Jul 15
Quarter 3 Jul 1 to Sep 30 Due Oct 15
Quarter 4 Oct 1 to Dec 31 Due Jan 15
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CONTRACTOR QUARTERLY
INCENTIVE FEES
All SLP contractors, including certified
Small Businesses and Disabled Veteran
Business Enterprises, will be required to
pay incentive fees for all orders placed by
local government agencies. See the
current incentive fees in the DGS Price
Book (https://www.dgs.ca.gov/OFS/Price-
Book).
A local government agency is any city,
county, district, or other local governmental
body, including the California State
University (CSU) and University of
California (UC) systems, K-12 public
schools and community colleges
empowered to expend public funds.
Local incentive fee payments may be
made with a paper check, electronic check
or credit card.
Contractor may make an electronic check
or credit card payment through the LPA
Payment Portal
(https://www.dgs.ca.gov/PD/Services/Page
-Content/Procurement-Division-Services-
List-Folder/Access-LPA-Payment-Portal).
If payment is made with a paper check, the
check shall be made payable to the
Department of General Services, SLP Unit,
and must be mailed to the SLP Unit along
with the applicable Quarterly Report.
See the provision in this SLP entitled
“Contractor Quarterly Report Process” for
information on when and where to send
these checks and reports.
CONTRACTOR INVOICES
Unless otherwise stipulated, the contractor
must send their invoices to the department
address set forth in the purchase order.
Invoices shall be submitted in triplicate and
shall include the following:
• Contract number
• Agency purchase order number
• State Agency Bill Code
• Line item number
• Unit price
• Extended line item price
• Invoice total
State sales tax and/or use tax shall be
itemized separately and added to each
invoice as applicable. The company name
on the SLP contract, purchase order and
invoice must match or the State
Controller’s Office will not approve
payment.
CONTRACTOR OWNERSHIP
INFORMATION
Shade & Partners is a certified small and
DVBE business enterprise. Their Office of
Small Business and DVBE Services
(OSDS) certification number is #1747904.
The current expiration date for this
company’s certification should be verified
at: CaleProcure
(https://caleprocure.ca.gov/
pages/index.aspx) or by contacting the
Office of Small Business and DVBE
Services at (916) 375-4940. Note that
some companies have been assigned a
new certification number, so use the
company name and/or certification number
when checking status on-line.
EXECUTIVE ORDER N-6-22 – RUSSIA
SANCTIONS
On March 4, 2022, Governor Gavin
Newsom issued Executive Order N-6-22
(the EO) regarding Economic Sanctions
against Russia and Russian entities and
individuals. “Economic Sanctions” refers to
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sanctions imposed by the U.S. government
in response to Russia’s actions in Ukraine,
as well as any sanctions imposed under
state law. The EO directs state agencies to
terminate contracts with, and to refrain
from entering any new contracts with,
individuals or entities that are determined
to be a target of Economic Sanctions.
Accordingly, should the State determine
Contractor is a target of Economic
Sanctions or is conducting prohibited
transactions with sanctioned individuals or
entities, that shall be grounds for
termination of this agreement. The State
shall provide Contractor advance written
notice of such termination, allowing
Contractor at least thirty (30) calendar days
to provide a written response. Termination
shall be at the sole discretion of the State.
AGENCY NON-COMPLIANCE
Agency non-compliance with the
requirements of this contract may result in
the loss of delegated purchasing authority
to use the SLP.
PLEASE REQUEST A COPY OF ALL
CONTRACT TERMS AND CONDITIONS
FROM THE CONTRACTOR, IF NOT
PROVIDED INITIALLY.
AVAILABLE PRODUCTS AND/OR
SERVICES
This contract may provide for the purchase
and warranty of software, software
maintenance, training, software as a
service and implementation services.
Only products from the manufacturer listed
below are available within the scope of this
contract:
• CornerStone
UNAVAILABLE PRODUCTS AND/OR
SERVICES
The following products and/or services are
not available under this contract:
• STANDALONE HARDWARE
• CONSULTING
• TELECOMMUNICATION PRODUCTS
Notice to State Agencies: Software
appliances/hardware products offered
under the Software Publisher’s pricelist are
NOT available under the Software
Licensing Program (SLP) if the same type
of software appliance/hardware products
are currently available under any
mandatory Statewide Contract. State
agencies who want to purchase a software
appliance/hardware product type, other
than what is available through a
mandatory Statewide Contract must submit
an exemption request to the mandatory
Statewide Contract Administrator. For
more information and the required
justification forms regarding the exemption
process, please refer to the following
website:
https://www.dgs.ca.gov/PD/Services/Page-
Content/Procurement-Division-Services-
List-Folder/Request-an-IT-Hardware-
Contract-Exemption. This restriction does
not apply to local governmental agencies.
IMPLEMENTATION SERVICES
Before procuring Implementation Services,
state departments should conduct an
analysis and use their own due diligence to
determine if these services are the most
cost effective solution that meets their
business needs and security requirements.
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Requirements
• State departments must complete a
Statement of Work (SOW) for all
Implementation services.
• Job titles/categories are limited to those
identified in the SLP price list.
• Hourly rates must not exceed those
identified in the SLP price list.
• Implementation services can only be
purchased when they are in support of
software purchased under the SLP.
• Time and Material pricing must not
exceed the job Title hourly rate times
the number of hours to complete the job.
NOTE: Implementation Services under
this contract must be paid in arrears.
SOFTWARE MAINTENANCE,
SUBSCRIPTION AND SAAS RENEWALS
Software Maintenance, Subscription and
SaaS renewals shall be fixed at the
agencies prior applicable rates (or lower),
with a 0% uplift (no up-lift) and no
additional increases, fees or charges
added, for the duration of this SLP
contract.
SERVICE CREDITS
Service credits are acceptable only if they
meet the following requirements:
• Service credits must be used for
training, certifications, or support
and must never expire even when
this contract term ends.
• Unused service credits can be used
for other services such as training,
certification, or support. Example: If
$1,000 is purchased in training
credits but is not fully utilized, the
department may use the remainder
of unused credits for certifications or
support.
ISSUE PURCHASE ORDER TO
Agency purchase orders must be mailed to
the following address, or e-mailed:
Shade & Partners Technology
5098 Foothills Blvd Ste 3-351
Roseville, CA 95747
Attn: Chris Shade
Agencies with questions regarding
products and/or services may contact the
contractor as follows:
Phone: (916) 276-1127
E-mail: [email protected]
SHIPPING INSTRUCTIONS
F.O.B. (Free On Board) Destination
DELIVERY
30 days after receipt of order, or as
negotiated between agency and Contractor
and included in the purchase order.
AGENCY RESPONSIBILITY
Agencies must contact contractors to
obtain copies of the contracts and compare
them for a best value purchasing decision.
Each agency is responsible for its own
contracting program and purchasing
decisions, including use of the SLP
program and associated outcomes.
This responsibility includes, but is not
necessarily limited to, ensuring the
necessity of the services, securing
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appropriate funding, complying with laws
and policies, preparing the purchase order
in a manner that safeguards the State’s
interests, obtaining required approvals, and
documenting compliance with Government
Code 19130.b (3) for outsourcing services.
It is the responsibility of each agency to
consult as applicable with their legal staff
and contracting offices for advice
depending upon the scope or complexity of
the purchase order.
If you do not have legal services available
to you within your agency, the DGS Office
of Legal Services is available to provide
services on a contractual basis.
ORDER REQUIREMENTS AND
MAXIMUM ORDER LIMIT
• Unless otherwise determined by an
individual ordering agency purchasing
authority, no SLP order may be
executed by a State agency that
exceeds that agency’s purchasing
authority threshold. State agencies with
approved purchasing authority, along
with their dollar thresholds can be
obtained at the List of State
Departments with Approved Purchasing
Authority.
• Agencies must adhere to the detailed
requirements in the State Contracting
Manual (SCM) when using SLP
contracts. The requirements for the
following bullets are in the SCM, Volume
2, (for IT): If soliciting offers from a
certified DVBE, include the Disabled
Veteran Business Enterprise
Declarations form (Std. 843) in the
Request for Offer. This declaration
must be completed and returned by the
DVBE prime contractor and/or any
DVBE subcontractors. (See the SCM
Volume 2, Chapter 1200)
• This is not a bid transaction, so the
small business preference, DVBE
participation goals, protest language,
intents to award, evaluation criteria,
advertising, etc., are not applicable.
• If less than 3 offers are received, State
agencies must document their file with
the reasons why the other suppliers
solicited did not respond with an offer.
• Assess the offers received using best
value methodology, with cost as one of
the criteria.
• Issue a Purchase Order to the selected
contractor.
• For SLP transactions under $10,000,
only one offer is required if the State
agency can establish and document that
the price is fair and reasonable. The fair
and reasonable method can only be
used for non-customizable purchases.
Local governments set their own order
limits, and are not bound by the order limits
on the cover page of this contract.
SPLITTING ORDERS
Splitting orders to avoid any monetary
limitations is prohibited.
Do not circumvent normal procurement
methods by splitting purchases into a
series of delegated purchase orders (SAM
3572).
Splitting a project into small projects to
avoid either fiscal or procedural controls is
prohibited (SAM 4819.34).
MINIMUM ORDER LIMITATION
There is no minimum dollar value limitation
on orders placed under this contract.
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ORDERING PROCEDURES
1. Order Form
State departments shall use a
Contract/Delegation Purchase Order
(Std. 65) for purchases and services.
Local governments shall, in lieu of the
State's Purchase Order (Std. 65), use
their own purchase order document.
Electronic copies of the State Standard
Forms can be found at the Office of
State Publishing web site:
http://www.dgs.ca.gov/osp (select
Standard Forms). The site provides
information on the various forms and
use with the Adobe Acrobat Reader.
Beyond the Reader capabilities, Adobe
Acrobat advanced features may be
utilized if you have Adobe Business
Tools or Adobe Acrobat 4.0 installed on
your computer. Direct link to the
Standard Form 65:
(http://www.osp.dgs.ca.gov/pdf/std065.p
df)
2. Purchase Orders
All Ordering Agency purchase order
documents executed under this SLP
must contain the applicable SLP
contract number as show on page 1.
1. State Departments:
Std. 65 Purchase Documents –
State departments not transacting
in FI$Cal must use the Purchasing
Authority Purchase Order (Std. 65)
for purchase execution. An
electronic version of the Std. 65 is
available at the DGS-PD website
at http://www.dgs.ca.gov/
pd/Forms.aspx (select Standard
STD Forms).
FI$Cal Purchase Documents –
State departments transacting in
FI$Cal will follow the FI$Cal
procurement and contracting
procedures.
2. Local Governmental Departments:
Local governmental agencies may
use their own purchase document
for purchase execution.
The agency is required to complete and
distribute the order form. For services,
the agency shall modify the information
contained on the order to include the
service period (start and end date), and
the monthly cost (or other intermittent
cost), and any other information
pertinent to the services being provided.
The cost for each line item should be
included in the order, not just system
totals.
The contractor must immediately reject
orders that are not accurate.
Discrepancies are to be negotiated and
incorporated into the order prior to the
products and services being delivered.
3. Service and Delivery after Contract
Expiration
Purchase orders must be issued before
the SLP contract end term expires.
Also, purchase order amendments
cannot be issued to add product and
software maintenance if the SLP
contract end term has expired.
CONTRACT PRICES
Contract prices for products and/or
services are maximums. The ordering
department is encouraged to negotiate
lower prices.
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PRODUCT AND PRICING CHANGES
AND/OR UPDATES ARE NOT
AUTHORIZED UNTIL REVIEWED AND
APPROVED BY DGS PROCUREMENT
DIVISION SOFTWARE LICENSING
PROGRAM.
Said documents are to be sent to the
Department of General Services (DGS)
Procurement Division, Software Licensing
Program, 707 Third Street, 2nd Floor, West
Sacramento, CA 95605-2811, Attention
SLP Unit.
CONTRACT EXTENSIONS
The initial term of this SLP contract is 3
years and may be extended for an
additional 2-years, however an amendment
must be issued prior to contract end date.
NOTE: Extensions are optional and are
at the discretion of the state.
SMALL BUSINESS MUST BE
CONSIDERED
Prior to placing orders under the SLP, state
departments shall, whenever practicable,
first consider offers from small businesses
that have established SLP contracts [GC
Section 14846(b)]. NOTE: The
Department of General Services auditors
will request substantiation of compliance
with this requirement when department
files are reviewed.
SMALL BUSINESS/DVBE – TRACKING
State departments are able to claim
subcontracting dollars towards their small
business or DVBE goals whenever the
Contractor subcontracts a commercially
useful function to a certified small business
or DVBE. The Contractor will provide the
ordering department with the name of the
small business or DVBE used and the
dollar amount the ordering department can
apply towards its small business or DVBE
goal.
SMALL BUSINESS/DVBE -
SUBCONTRACTING
1. The amount an ordering department
can claim towards achieving its small
business or DVBE goals is the dollar
amount of the subcontract award made
by the Contractor to each small
business or DVBE.
2. The Contractor will provide an ordering
department with the following
information at the time the order is
quoted:
a. The Contractor will state that, as the
prime Contractor, it shall be
responsible for the overall execution
of the fulfillment of the order.
b. The Contractor will indicate to the
ordering department how the order
meets the small business or DVBE
goal, as follows:
• List the name of each company
that is certified by the Office of
Small Business and DVBE
Certification that it intends to
subcontract a commercially
useful function to; and
• Include the small business or
DVBE certification number of
each company listed, and attach
a copy of each certification; and
• Indicate the dollar amount of
each subcontract with a small
business or DVBE that may be
claimed by the ordering
department towards the small
business or DVBE goal; and
• Indicate what commercially
useful function the small
business or DVBE subcontractor
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will be providing towards
fulfillment of the order.
3. The ordering department’s purchase
order must be addressed to the prime
Contractor, and the purchase order
must reference the information provided
by the prime Contractor as outlined
above.
CERTIFICATION OF PAYMENT
OPTIONS - Military & Vets Code §§999.5
and 999.7(a) (SB588)
In accordance with the State Contracting
Manual, Volume 2, Section 1203.1, State
departments shall require the Contractor to
submit a complete an accurate Prime
Contractor’s Certification – DVBE
Subcontracting Report (STD. 817) upon
acceptance of ordered goods or services for
which the Contractor committed to DVBE
subcontractor participation.
Upon delivery or completion of ordered
goods or services, State departments shall
do the following:
• Provide proper withhold notification to
prime contractors.
• Withhold $10,000 or the full amount of
the final invoice if less than $10,000
pending receipt of the complete and
accurate STD 817.
• Review the STD 817. If it is
determined to be complete and
accurate, authorize payment of the
withhold.
• If the STD 817 is late or incomplete,
department must send the prime
contractor a cure notice allowing at
least 15 days, but not more than 30
days, to meet the Certification of
Payments to DVBE Subcontractors
requirements.
• If the prime contractor does not
comply by the identified deadline,
permanently deduct the withhold.
Retain all records for a minimum of six years.
PRODUCTIVE USE REQUIREMENTS
The customer in-use requirement applies
to all procurements of information
technology equipment and software, per
the SCM, Volume 2, Chapter 1000, Section
1007.
Each equipment or software component
must be in current operation for a paying
customer and the paying customer must be
external to the contractor’s organization
(not owned by the contractor and not
owning the contractor).
To substantiate compliance with the
Productive Use Requirements, the SLP
contractor must provide upon request the
name and address of a customer
installation and the name and telephone
number of a contact person.
The elapsed time such equipment or
software must have been in operation is
based upon the importance of the
equipment or software for system
operation and its cost. The following
designates product categories and the
required period of time for equipment or
software operation prior to approval of the
replacement item on SLP.
Category 1 - Critical Software: Critical
software is software that is required to
control the overall operation of a computer
system or peripheral equipment. Included
in this category are operating systems,
data base management systems, language
interpreters, assemblers and compilers,
communications software, and other
essential system software.
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Final Bid
Cost Installation Submission
More than
$100,000 8 months 6 months
$10,000 up to
$100,000 4 months 3 months
Less than
$10,000 1 month 1 month
Category 2 - All Information Technology
Equipment and Non-Critical Software:
Information technology equipment is
defined in State Administrative Manual
(SAM) § 4819.2.
Final Bid
APPLICABLE CODES, POLICIES AND
GUIDELINES
All California codes, policies and guidelines
are applicable. THE USE OF THE SLP
DOES NOT REDUCE OR RELIEVE
STATE DEPARTMENTS OF THEIR
RESPONSIBILITY TO MEET STATEWIDE
REQUIREMENTS REGARDING
CONTRACTING OR THE
PROCUREMENT OF GOODS OR
SERVICES. Most procurement and
contract codes, policies, and guidelines are
incorporated into The SLP contracts.
Notwithstanding this, there is no guarantee
that “every” possible requirement that
pertains to all the different and unique state
Cost Installation Submission
More than
$100,000 6 months 4 months
$10,000 up
to $100,000 4 months 3 months
Less than
$10,000 1 month 1 month
STATE AND LOCAL GOVERNMENTS
CAN USE THE SLP
State and local government use of the SLP
contracts is optional. A local government
is any city, county, special district or other
local governmental body or corporation,
including UC, K-12 schools and community
colleges,
that is empowered to expend public funds.
While the state makes this contract
available, each local government agency
should make its own
determination whether the SLP is
consistent with their procurement policies
and regulations.
processes has been included.
TERMINATION OF SLP CONTRACT
1. The State or Contractor may terminate
this SLP Contract at any time upon 30
days prior notice.
2. Upon termination or other expiration of
this Contract, each party will assist the
other party in orderly termination of the
Contract and the transfer of all assets,
tangible and intangible, as may
facilitate the orderly, nondisrupted
business continuation of each party.
3. This provision shall not relieve the
Contractor of the obligation to perform
under any purchase order or other
similar ordering document executed
prior to the termination becoming
effective.
STATEWIDE PROCUREMENT
REQUIREMENTS
Departments must carefully review and
adhere to the following Procurement
Requirements, such as:
SOFTWARE LICENSING PROGRAM (SLP)
Shade & Partners Technology Solutions
SLP-24-70-0176G
BUILDING GREEN • BUYING GREEN • WORKING GREEN 11
• SAM Section 4819.41 and 4832
certifications for information technology
procurements and compliance with
policies.
• Services may not be paid for in
advance.
• Departments are required to file with the
Department of Fair Employment and
Housing (DFEH) a Contract Award
Report Std. 16 for each order over
$5,000 within 10 days of award,
including supplements that exceed
$5,000.
• Pursuant to Unemployment Insurance
Code Section 1088.8, state and local
government agencies must report to the
Employment Development Department
(EDD) all payments for services that
equal $600 or more to independent sole
proprietor contractors. See the
contractor's Std. Form 204, Payee Data
Record, in the SLP contract to
determine sole proprietorship. All
inquiries regarding this subject should
be forwarded to EDD: Technical
questions: 916/651-6945 or Information
and forms: 916/657-0529.
• Annual small business and disabled
veteran reports.
ETHNICITY/RACE/GENDER REPORTING
REQUIREMENT
Effective July 1, 2002, in accordance with
Public Contract Code 10116, state
departments are to capture information on
ethnicity, race, and gender of business
owners (not subcontractors) for all
awarded contracts, including CAL-Card
transactions. Each department is required
to independently report this information to
the Governor and the Legislature on an
annual basis.
Departments are responsible for
developing their own guidelines and forms
for collecting and reporting this information,
Contractor participation is voluntary.
PAYMENTS AND INVOICES
1. Payment Terms
Payment will be made in accordance
with the provisions of the California
Prompt Payment Act, Government
Code Section 927 et. seq. Unless
expressly exempted by statute, the
Act requires State agencies to pay
properly submitted, undisputed
invoices not more than 45 days after
(i) the date of acceptance of goods or
performance of services; or (ii) receipt
of an undisputed invoice, whichever is
later.
2. Advance Payments
Advance payment is allowed for
services only under limited, narrowly
defined circumstances, e.g. between
specific departments and certain
types of non-profit organizations, or
when paying another government
agency (Government Code (GC) §
11256 – 11263 and 11019).
It is NOT acceptable to pay in
advance, except software
maintenance and license fees, which
are considered a subscription and
may be paid in advance if a provision
addressing payment in advance is
included in the purchase order.
Software warranty upgrades and
extensions may also be paid for in
advance, one time.
3. Payee Data Record (Std. 204)
SOFTWARE LICENSING PROGRAM (SLP)
Shade & Partners Technology Solutions
SLP-24-70-0176G
BUILDING GREEN • BUYING GREEN • WORKING GREEN 12
State Agencies not transacting in
FI$Cal, must obtain a copy of the
Payee Data Record (Std. 204) in
order to process payments. State
Ordering Agencies forward a copy of
the Std. 204 to their accounting
office(s). Without the Std. 204,
payment may be unnecessarily
delayed. State Agencies should
contact the Contractor for copies of
the Payee Data Record
4. DGS Administrative Fees
Orders from State Agencies:
The Department of General Services
(DGS) will bill each State agency
directly an administrative fee for use
of SLP contracts. The administrative
fee should NOT be included in the
order total, nor remitted before an
invoice is received from DGS.
5. Credit Card
The Contractor accepts the State of
California credit card (CAL-Card).
A Purchasing Authority Purchase
Order (Std. 65) is required even when
the ordering department chooses to
pay the contractor via the CAL-Card.
Also, the DGS administrative fee is
applicable for all SLP orders to
suppliers not California certified as a
small business.
FEDERAL DEBARMENT
When federal funds are being expended,
the department is required to obtain (retain
in file) a signed “Federal Debarment”
certification from the contractor before the
purchase order is issued. This
certification is required by the regulations
implementing Executive Order 12549,
Debarment and Suspension, 29 CFR Part
98, Section 98.510, Participants;
responsibilities. The regulations were
published as Part VII of the May 26, 1988
Federal Register (pages 19160-19211).
AMERICANS WITH DISABILITY ACT
(ADA)
(See attachment B)
DGS PROCUREMENT DIVISION
CONTACT AND PHONE NUMBER
Department of General Services
Procurement Division, SLP Unit
707 Third Street, 2nd Floor
West Sacramento, CA 95605-2811
Phone no.: 916/375-4365
Faxination no.: 916/376-6371
Updated 1/2024
ATTACHMENT A
SLP QUARTERLY BUSINESS ACTIVITY REPORT
Company Name:
Software Publisher:
Contract Number:
For Questions Regarding this Report:
E-mail:
Reporting Calendar Year:
Reporting Quarter: Q1 (January to March)
Q2 (April to June)
Q3 (July to September)
Q4 (October to December)
Check Here if No New Orders for This Quarter
Total State Agency Dollars Reported for Quarter: $
LOCAL GOVERNMENT AGENCY PURCHASES
Local Government Agency
Name
Purchase Order
Number
Purchase
Order Date
Total Dollars Per
Purchase Order
Agency
Contact Agency Address Phone
Number
Total Local Government Agency Dollars for Quarter: $
1.25% Remitted to DGS (of total Local Govt agency dollars reported for quarter): $ Total of State and Local Government Agency Dollars Reported for this Quarter: $
STATE GOVERNMENT AGENCY PURCHASES
State Agency
Name
Purchase
Order Number
Purchase
Order Date
Agency
Billing Code
Total Dollars
Per Purchase
Order
Agency Contact
Agency Address Phone
Number
707 3rd Street, 2ndFloor | West Sacramento, CA 95605 | t 916.375-4400
ATTACHMENT A
SLP QUARTERLY BUSINESS ACTIVITY REPORT
Instructions for completing the SLP Quarterly Business Activity Report.
1. Complete the top of the form with the appropriate information for your company.
2. Agency Name - Identify the State agency or Local Government agency that issued the order.
3. Purchase Order Number - Identify the purchase order number (and amendment number if applicable) on the order form. This is not your invoice number. This is the number the State agency or Local Government agency assigns to the order.
4. Purchase Order Date - Identify the date the purchase order was issued, as shown on the order. This is not the date you received, accepted, or invoiced the order.
5. Agency Billing Code - Identify the State agency billing code. This is a five-digit number identified on the upper right hand corner of the Std. 65 purchase order form.
You must identify this number on all purchases made by State of California agencies.
Billing codes are not applicable to Local Government agencies.
6. Total Dollars Per PO - Identify the total dollars of the order excluding tax and freight.
Tax must NOT be included in the quarterly report, even if the agency includes tax on the purchase order. The total dollars per order should indicate the entire purchase order amount (less tax and freight) regardless of when you invoice order, perform services, deliver product, or receive payment.
7. Agency Contact - Identify the ordering agency’s contact person on the purchase order.
8. Agency Address - Identify the ordering agency’s address on the purchase order.
9. Phone Number - Identify the phone number for the ordering agency’s contact person.
10. Total State Sales & Total Local Sales - Separately identify the total State dollars and/or Local Government agency dollars (pre-tax) for all orders placed in quarter.
11. 1.25% Remitted to DGS - Identify 1.25% of the total Local Government agency dollars reported for the quarter.
12. Grand Total - Identify the total of all State and Local Government agency dollars reported for the quarter.
Notes:
• A report is required for each SLP contract each quarter even when there are no new orders for the quarter.
• Quarterly reports are due two weeks after the end of the quarter.
Procurement Division | State of California | California Government Operations Agency Updated 2/06/2018 15
ATTACHMENT B
ADA NOTICE
Procurement Division (State Department of General Services)
AMERICANS WITH DISABILITIES ACT (ADA) COMPLIANCE
POLICY OF NONDISCRIMINATION ON THE BASIS OF DISABILITY
To meet and carry out compliance with the nondiscrimination requirements of the Americans With Disabilities Act (ADA), it is the policy of the Procurement Division (within the State Department of General Services) to make every effort to ensure that its programs, activities, and services are available to all persons, including persons with disabilities.
For persons with a disability needing a reasonable accommodation to participate in the Procurement process, or for persons having questions regarding reasonable accommodations for the Procurement process, please contact the Procurement Division at (916) 375-4400 (main office); the Procurement Division TTY/TDD (telephone device for the deaf) or California Relay Service numbers which are listed below. You may also contact directly the Procurement Division contact person who is handling this procurement.
IMPORTANT: TO ENSURE THAT WE CAN MEET YOUR NEED, IT IS BEST THAT WE RECEIVE YOUR REQUEST AT LEAST 10 WORKING DAYS
BEFORE THE SCHEDULED EVENT (i.e., MEETING, CONFERENCE,
WORKSHOP, etc.) OR DEADLINE DUE-DATE FOR PROCUREMENT
DOCUMENTS.
The Procurement Division TTY telephone numbers are:
Sacramento Office: (916) 376-1891
Fullerton Office: (714) 773-2093
The California Relay Service Telephone Numbers are:
Voice: 1-800-735-2922 or 1-888-877-5379
TTY: 1-800-735-2929 or 1-888-877-5378
Speech-to-Speech: 1-800-854-7784
A B C D
1 SaaS/Cloud offerings
2 SKU # Product Description MSRP / List Price SLP Price
3 CSOD-Learning-Suite Learning Included in Suite platform: E-learning, Evaluations, Test engine, ILT, Curriculum Player, Materials Management Price per Active User / Year; Certifications + Forms; Compliance Pack:
Price per Compliance user / year; Connect platform with Social networking (blogs, wikis, podcasts, etc.), Knowledge management, People Finder, Price per Active User / Year $68.00 $64.60
4 CSOD-Learning-LCMS Learning Platform Add-On LCMS: Content Authoring & Course Publisher Price per seat / year $2,720.40 $2,701.36 5 CSOD-Learning-Competencies Learning Platform Add-On Competencies / Dev Plans Price per user / year $9.07 $9.01 6 CSOD-Learning-Cont Learning Platform Add-On Content Delivery Price per Month/Per 10,000 Users $906.80 $900.45 7 CSOD-Perform-Base Performance Platform Included in base platform: $27.20 8 Goals, Reviews Per Active User / Year $27.01
9 CSOD-Perform-Compet-Lib Performance Platform Add-On Competencies / Dev Plans Price per user / year $9.07 $9.01 10 CSOD-Perform-Compen Performance Platform Add-Ons Compensation Price per Compensation user / year $18.14 $18.01 11 CSOD-Success-Base-1 Succession Platform Included in base platform: $22,670.03 $0.00 12 Career Profiles, SMP, People Finder, Candidate Search / Team Builder, Org Charting, Talent Pools Per Company Size 1 - 1,499
$22,511.40
13 CSOD-Success-Base-1500 Succession Platform Included in base platform: $45,340.05 $0.00 14 Career Profiles, SMP, People Finder, Candidate Search / Team Builder, Org Charting, Talent Pools Per Company Size 1,500 - 4,999
$45,022.78
15 CSOD-Success-Base-5000 Succession Platform Included in base platform: $68,010.08 16 Career Profiles, SMP, People Finder, Candidate Search / Team Builder, Org Charting, Talent Pools Per Company Size 5,000 - 7,499
$67,534.17
17 CSOD-Success-Base-7500 Succession Platform Included in base platform: $90,680.10 18 Career Profiles, SMP, People Finder, Candidate Search / Team Builder, Org Charting, Talent Pools Per Company Size 7,500 - 9,999
$90,045.56
19 CSOD-Success-Base-10000 Succession Platform Included in base platform: $113,350.13 20 Career Profiles, SMP, People Finder, Candidate Search / Team Builder, Org Charting, Talent Pools Per Company Size 10,000 - 24,999
$112,556.84
21 CSOD-Success-Base-25000 Succession Platform Included in base platform: $136,020.15 22 Career Profiles, SMP, People Finder, Candidate Search / Team Builder, Org Charting, Talent Pools Per Company Size 25,000 - 49,999
$135,068.34
23 CSOD-Success-Base-50000 Succession Platform Included in base platform: $158,690.18 24 Career Profiles, SMP, People Finder, Candidate Search / Team Builder, Org Charting, Talent Pools Per Company Size 50,000 - 74,999
$157,579.73
25 CSOD-Success-Base-75000 Succession Platform Included in base platform: $226,700.25 26 Career Profiles, SMP, People Finder, Candidate Search / Team Builder, Org Charting, Talent Pools Per Company Size 75,000 - 149,999
$225,113.90
27 CSOD-Success-Base-150000 Succession Platform Included in base platform: $272,040.30 28 Career Profiles, SMP, People Finder, Candidate Search / Team Builder, Org Charting, Talent Pools Per Company Size 150,000+
$270,136.67
29 CSOD-Survey-Add Surveys (Platform Included with any platform: Administration, MyTeam, Standard reports, E-mail notifications, User Profiles Add-On) Price per user / year $0.91 $0.90
30 CSOD-Self-Reg-Add Self-registration (Platform Included with any platform: Administration, MyTeam, Standard reports, E- mail notifications, User Profiles Add-On) Annual Fee
$9,068.01 $9,004.56
31 CSOD-UpTools-Add-1 Upload tools (all) (Platform Included with any platform: Administration, MyTeam, Standard reports, E-mail notifications, User Profiles Add-On) Annual Fee (up to 7,500) $4,534.01 $4,502.28
A B C D
32 CSOD-UpTools-Add-7500 Platform Included with any platform: Administration, MyTeam, Standard reports, E-mail notifications, User Profiles Add-On Upload tools (all) Annual Fee (over 7,500) $10,881.61 $10,805.47
33 CSOD-Lang-Pack Language Packs One-time Fee. This fee is required with the purchase of any new language pack.
All language packs are also subject to annual existing language fees. $22,670.03 $22,511.40
34 CSOD-Onboard-1 Solution: Onboarding Included in onboarding platform: Onboarding, Engine, Forms, Curriculum Player Annual Cost Company Size 1 - 1,499
$22,670.03 $22,511.40
35 CSOD-Onboard-1500 Solution: Onboarding Included in onboarding platform: Onboarding, Engine, Forms, Curriculum Player Annual Cost Company Size 1,500 - 4,999
$36,272.04 $36,018.23
36 CSOD-Onboard-5000 Solution: Onboarding Included in onboarding platform: Onboarding, Engine, Forms, Curriculum Player Annual Cost Company Size 5,000 - 7,499
$54,408.06 $54,027.33
37 CSOD-Onboard-7500 Solution: Onboarding Included in onboarding platform: Onboarding, Engine, Forms, Curriculum Player Annual Cost Company Size 7,500 - 9,999
$68,010.08 $67,534.17
38 CSOD-Onboard-10000 Solution: Onboarding Included in onboarding platform: Onboarding, Engine, Forms, Curriculum Player Annual Cost Company Size 10,000 - 24,999
$90,680.10 $90,045.56
39 CSOD-Onboard-25000 Solution: Onboarding Included in onboarding platform: Onboarding, Engine, Forms, Curriculum Player Annual Cost Company Size 25,000 - 49,999
$136,020.15 $135,068.34
40 CSOD-Onboard-50000 Solution: Onboarding Included in onboarding platform: Onboarding, Engine, Forms, Curriculum Player Annual Cost Company Size 50,000 - 74,999
$158,690.18 $157,579.73
41 CSOD-Onboard-75000 Solution: Onboarding Included in onboarding platform: Onboarding, Engine, Forms, Curriculum Player Annual Cost Company Size 75,000 - 149,999
$181,360.20 $180,091.11
42 CSOD-Onboard-150000 Solution: Onboarding Included in onboarding platform: Onboarding, Engine, Forms, Curriculum Player Annual Cost Company Size 150,000+
$226,700.25 $225,113.90
43 CSOD-Ext-Base Solution: Extended Enterprise (Learning) [not for Connect] Included in extended enterprise platform:
$27,204.03
44 * Portal + Self-registration + Portal Builder + Guest User Access + E -commerce, Ext.Ent. E- Learning Engine, Compliance: Certifications + Forms, Curriculum Player, ILT, LCMS (1 seat) Per Active User / Year flat annual fee
$27,013.67
45 CSOD-Ext-Cont Solution: Extended Enterprise (Learning) [not for Connect] Add-Ons Content delivery: Price per Month/Per 10,000 Users
$906.80 $865.82
46 CSOD-Ext-Ent-Reg-1000 Blocks of Extended Enterprise Registrations 1000 Price per registration $9.07 $9.01 47 CSOD-Ext-Ent-Reg-5000 Blocks of Extended Enterprise Registrations 5000 Price per registration $4.53 $4.50 48 CSOD-Ext-Ent-Reg-10000 Blocks of Extended Enterprise Registrations 10000 Price per registration $3.63 $3.60 49 CSOD-Ext-Ent-Reg-50000 Blocks of Extended Enterprise Registrations 50000 Price per registration $2.72 $2.70 50 CSOD-Ext-Ent-Reg-100000 Blocks of Extended Enterprise Registrations 100000 Price per registration $2.27 $2.25 51 CSOD-Ext-Ent-Reg-250000 Blocks of Extended Enterprise Registrations 250000 Price per registration $1.81 $1.80 52 CSOD-Ext-Ent-Reg-500000 Blocks of Extended Enterprise Registrations 500000 Price per registration $1.36 $1.35 53 CSOD-Ext-Ent-Reg-1000000 Blocks of Extended Enterprise Registrations 1000000 Price per registration $0.91 $0.90 54 CSOD-Ext-Ent-Reg-1000-B Blocks of Extended Enterprise Registrations 1000 Registration Block (good for 12 months) $9,068.01 $9,004.56 55 CSOD-Ext-Ent-Reg-1000-B Blocks of Extended Enterprise Registrations 5000 Registration Block (good for 12 months) $22,670.03 $22,511.40 56 CSOD-Ext-Ent-Reg-1000-B Blocks of Extended Enterprise Registrations 10000 Registration Block (good for 12 months) $36,272.04 $36,018.23 57 CSOD-Ext-Ent-Reg-1000-B Blocks of Extended Enterprise Registrations 50000 Registration Block (good for 12 months) $136,020.15 $135,068.34 58 CSOD-Ext-Ent-Reg-1000-B Blocks of Extended Enterprise Registrations 100000 Registration Block (good for 12 months) $226,700.25 $225,113.90 59 CSOD-Ext-Ent-Reg-1000-B Blocks of Extended Enterprise Registrations 250000 Registration Block (good for 12 months) $453,400.50 $450,227.78 60 CSOD-Ext-Ent-Reg-1000-B Blocks of Extended Enterprise Registrations 500000 Registration Block (good for 12 months) $680,100.76 $675,341.68 61 CSOD-Ext-Ent-Reg-1000-B Blocks of Extended Enterprise Registrations 1000000 Registration Block (good for 12 months) $906,801.01 $900,455.58 62 CSOD-Conect-Ext Cornerstone Connect for the Extended Enterprise flat fee, annual, recurring; plus 22,670.03 $22,511.40
63 CSOD-Conect-Ext-Aut Cornerstone Connect for the Extended Enterprise An author is an non-employee who contributes to a blog, posting board, wiki, podcast, etc. Active users can read contributions in Connect without incurring this charge. Price per author / year
$2.27 $2.25
A B C D
64 Imp-Ent-TMS Discovery and Planning Phase includes sales hand-off process, client welcome process, client activation process and onsite kick off meeting. Design Phase includes customized system configuration and configuration workshop, delivered onsite. Execution Phase includes remote portal configuration and onsite testing and validation. Pilot Phase includes onsite portal assessment.
Training Phase includes onsite administrator training course. Deployment Phase includes onsite system review and system go live. Estimated timeline is 40-60 business days and includes project management, 8-dayTMS training course and portal activation. $85,188.92 $84,592.80
65 CSOD-InboundDF 1 Feed, 1 System, per CSOD Specification. Examples: End User/Organizational Unit, CRM, etc.
Annual Fee
$13,602.02 $13,506.82
66 CSOD-Outbound DF 1 Feed, 1 System, per CSOD Specification. Examples: Compensation System, Transcript, Performance, CRM, etc. Annual Fee
$13,602.02 $13,506.82
67 SSOInt Single Sign on - Per CSOD Specification $9,571.79 $9,504.81 CSOD-WebcastInt VILT Per CSOD Specification. Examples: WebEx, LiveMeeting, Interwise $19,143.58 $19,009.62 68 69 CSOD-Content CCA
Modern content, carefully curated from the world’s leading learning providers accessible via Cornerstone LMS. Per user $40.00 $39.72
70 CSOD - Tech Subscription Technology Package – Per User $115.00 $103.50 71 CSOD-Content-Ala Cart Content ala-cart Provider – User $60.00 $54.00
72 Premium support (Platform Included with any platform: Administration, MyTeam, Standard reports, 20% of annual GSA 15% of annual GSA Prem-Sup E-mail notifications, User Profiles Add-On) software fees software fees 73 74
Saba-Cloud Engage Learning, Performance, Collaboration, Basic Organizational Charting features.
Saba Meeting/Classroom/Webinar for up to 500 concurrent users $38.00 $37.73
75 Saba-Succession Saba Succession $10.00 $9.93
76 Saba- Pulse 360 – Add-on Saba Pulse 360 – Add-on $10.00 $9.93
77 Saba-Video for 2001 to 6000
users for 100 videos max
Saba Video for 2001 to 6000
users for 100 videos max
$1.25 $1.24
78 Saba-Video for 2001 to 6000
users for 500 videos max
Saba Video for 2001 to 6000
users for 500 videos max
$2.00 $1.99
79 Saba-Video for 2001 to 6000
users for 5000 videos max
Saba Video for 2001 to 6000
users for 5000 videos max
$5.00 $4.97
80 Saba/CSOD-LinkedIn Learning Connector (1001 – 50,000) LinkedIn Learning Connector (1001 – 50,000) $10,000.00 $9,930.02 81 Saba-Analytics, Add-On Subscription -- Pack of 500 Reports vILT Per CSOD Specification. Examples: WebEx, LiveMeeting, Interwise $10,000.00 $9,930.02 82 Saba Advanced Testing and Assessemt Saba Advanced Testing and Assessemt $5.00 $4.97 83 Saba WebEx connector (2,501 - 25,000 users) WebEx connector (2,501 - 25,000 users) $10,000.00 $9,930.02 84 CSOD-Edcast-Ess (0-1000 users) EdCast Essentials - Band 1 - User $30.00 $27.60 85 CSOD-Edcast-Ess (1001-2500 users) EdCast Essentials - Band 2 - User $22.50 $20.70 86 CSOD-Edcast-Ess (2,500-5000 users) EdCast Essentials - Band 3 - User $17.50 $16.10 87 CSOD-EdCast Manager Bundle (Band 1) Add on to EdCast Essential Band 1 - User $8.00 $7.36 88 CSOD-EdCast Manager Bundle (Band 2) Add on to EdCast Essential Band 2 - User $5.15 $4.74 89 CSOD-EdCast Manager Bundle (Band 3) Add on to EdCast Essential Band 3 - User $4.25 $3.91 90 CSOD-EdCast Skills Bundle (Band 1) Add on to EdCast Essential Band 1 - User $13.00 $11.96 91 CSOD-EdCast Skills Bundle (Band 2) Add on to EdCast Essential Band 2 - User $7.60 $6.99 92 CSOD-EdCast Skills Bundle (Band 3) Add on to EdCast Essential Band 3 - User $5.56 $5.12 93 CSOD-EdCast Analytics Bundle (Band 1) Add on to Edcast Essential Band 1 $11.50 $10.58 94 CSOD-EdCast Analytics Bundle (Band 2) Add on to Edcast Essential Band 2 $5.80 $5.34 95 CSOD-EdCast Analytics Bundle (Band 3) Add on to Edcast Essential Band 3 $3.89 $3.58 96 EDCast In-App Widgets – MS Teams Integration add on to Edcast Essential $9,975.00 $9,177.00
A B C D
97 EDCast In-App Widgets – MSO-365 Integration add on to Edcast Essential $9,975.00 $9,177.00 98 EDCast In-App Widgets – Outlook Integration add on to Edcast Essential $9,975.00 $9,177.00 99 EDCast Cornerstone Connector Integration add on to Edcast Essential $9,500.00 $8,740.00
EXHIBIT B
City and Vendor Renewal Quote
5098 Foothills Blvd Ste 3-351 Roseville Ca 95747
P: 916-276-1127
[email protected]
SB/DVBE 1747904 | FEIN 46-1167005 | CA Seller's Permit 102-320361
Prepared for: City of Fresno Quotation # 101424-1
Attn: Dennis Jones Revision #
Created:
Expiration:
Prepared by:
1 14-Oct-2024
30-Dec-2024
Chris Shade
Project Description: Fresno Conerstone OnDemand Renewal
Term Dates 12/31/24-12/30/25
SLP Contract # 24-70-0176G Contract
Products
Line Part # Description QTY Price / ea Extended
1 Learning-Base Learning Platform Included in base platform: E-learning, Evaluations, Test engine, ILT, Curriculum Player, Materials 5,000 $ 22.30 $ 111,500.00
Management Price per Active User / Year
2 Prem-Sup Premium support (Platform Included with any platform:
Administration, MyTeam, Standard reports, E-mail notifications, 1 $ 5,554.50 $ 5,554.50
User Profiles Add-On) All available under Choice Customer Success
3 SSOInt Single Sign on - Per CSOD Specification 1 $ 2,880.00 $ 2,880.00 4 CSOD-InboundDF 1 Feed, 1 System, per CSOD Specification. Examples: End User/Organizational Unit, CRM, etc. Annual Fee (Edge Import) 1 $ 2,880.00 $ 2,880.00
5 Learning-LCMS Learning Platform Add-On LCMS: Content Authoring & Course Publisher Price per seat / year
2 Included
included
6 Zoom Connector (2501 – 25,000) Zoom Connector (2501 – 25,000) 1 included included 7 CCA subscription CCA subscription package 5,000 $ 15.89 $ 79,450.00 8 CSOD-WebcastInt MS Teams connector (2,501 - 25,000 users) 1 $ 5,450.00 $ 5,450.00
Total $207,714.50
Special Instructions: Pricing based off of 2024 SLP pricing
EXHIBIT C
Insurance and
Indemnity
INDEMNIFICATION
To the furthest extent allowed by law, VENDOR shall indemnify, hold harmless and defend CITY and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by CITY, VENDOR or any other person, and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees, litigation expenses and cost to enforce this agreement), arising or alleged to have arisen directly or indirectly out of performance of this Contract.
VENDOR'S obligations under the preceding sentence shall apply regardless of whether CITY or any of its officers, officials, employees, agents or volunteers are passively negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused by the active or sole negligence, or the willful misconduct, of CITY or any of its officers, officials, employees, agents or volunteers.
If VENDOR should subcontract all or any portion of the work to be performed under this Contract, VENDOR shall require each subcontractor to indemnify, hold harmless and defend CITY and each of its officers, officials, employees, agents and volunteers in accordance with the terms of the preceding paragraph.
This section shall survive termination or expiration of this Contract.
INSURANCE REQUIREMENTS
(a) Throughout the life of this Agreement, VENDOR shall pay for and maintain in full force and effect all insurance as required herein with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated no less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as may be authorized in writing by CITY'S Risk Manager or his/her designee at any time and in his/her sole discretion. The required policies of insurance as stated herein shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to CITY, its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured. (b) If at any time during the life of the Agreement or any extension, VENDOR or any of its subcontractors fail to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments due or that become due to VENDOR shall be withheld until notice is received by CITY that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to CITY. Any failure to maintain the required insurance shall be sufficient cause for CITY to terminate this Agreement. No action taken by CITY pursuant to this section shall in any way relieve VENDOR of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by CITY that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. (c) The fact that insurance is obtained by VENDOR shall not be deemed to release or diminish the liability of VENDOR, including, without limitation, liability under the indemnity
provisions of this Agreement. The duty to indemnify CITY shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by VENDOR. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of VENDOR, vendors, suppliers, invitees, contractors, sub-contractors, subcontractors, or anyone employed directly or indirectly by any of them.
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations.
The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for “bodily injury,” “property damage” and “personal and advertising injury” with coverage for premises and operations (including the use of owned and non-owned equipment), products and completed operations, and contractual liability (including, without limitation, indemnity obligations under the Agreement) with limits of liability not less than those set forth under “Minimum Limits of Insurance.”
2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non-owned automobiles or other licensed vehicles (Code 1- Any Auto).
3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance.
4. Cyber Liability (Privacy and Data breach) insurance appropriate to VENDOR’S profession.
Coverage shall be sufficiently broad to respond to duties and obligations as is undertaken by VENDOR in this agreement and shall include but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines penalties and credit monitoring expenses with limits sufficient to respond to these obligations.
MINIMUM LIMITS OF INSURANCE
VENDOR, or any party the VENDOR subcontracts with, shall maintain limits of liability of not less than those set forth below. However, insurance limits available to CITY, its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured:
1. COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage; (ii) $1,000,000 per occurrence for personal and advertising injury; (iii) $2,000,000 aggregate for products and completed operations; and, (iv) $2,000,000 general aggregate applying separately to the work performed under the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
3. WORKERS’ COMPENSATION INSURANCE as required by the State of California with statutory limits.
4. EMPLOYER’S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
5. CYBER LIABILITY insurance with limits of not less than:
(i) $1,000,000 per claim/occurrence; and,
(ii) $2,000,000 policy aggregate
UMBRELLA OR EXCESS INSURANCE
In the event VENDOR purchases an Umbrella or Excess insurance policy(ies) to meet the “Minimum Limits of Insurance,” this insurance policy(ies) shall “follow form” and afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis for the benefit of the CITY, its officers, officials, employees, agents and volunteers.
DEDUCTIBLES AND SELF-INSURED RETENTIONS
VENDOR shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and VENDOR shall also be responsible for payment of any self- insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General Liability and Automobile Liability insurance policies are to contain, or be endorsed to contain, the following provisions:
1. CITY, its officers, officials, employees, agents and volunteers are to be covered as additional insureds. Additional Insured status under the General Liability policy shall be broad as that contained in ISO Form CG 20 10 04 13 or CG 20 26 04 13.
2. The coverage shall contain no special limitations on the scope of protection afforded to CITY, its officers, officials, employees, agents and volunteers. Any available insurance proceeds in excess of the specified minimum limits and coverage shall be available to the Additional Insured.
3. For any claims relating to this Agreement, VENDOR’S insurance coverage shall be primary insurance with respect to the CITY, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the CITY, its officers, officials, employees, agents and volunteers shall be in excess of VENDOR’S insurance and shall not contribute with it. VENDOR shall establish primary and non-contributory status under the General Liability policy by use of ISO Form CG 20 01 04 13 or by an executed manuscript insurance company endorsement that provides primary and non contributory status as broad as that contained in ISO Form CG 20 01 04 13.
All policies of insurance shall contain, or be endorsed to contain, the following provision:
VENDOR and its insurer shall waive any right of subrogation against CITY, its officers, officials, employees, agents and volunteers.
All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty (30) calendar days written notice by certified mail, return receipt requested, has been given to CITY. VENDOR is also responsible for providing written notice to the CITY under the same terms and conditions.
Upon issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, VENDOR shall furnish CITY with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire during the work to be performed for CITY, VENDOR shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen (15) calendar days prior to the expiration date of the expiring policy.
The Cyber Liability insurance shall cover claims involving privacy violations, information theft, damage to or destruction of electronic information, intentional and/or unintentional release of private information (including credit monitoring costs), alteration of electronic information, extortion and network security. Such coverage is required for claims involving any professional services for which VENDOR is engaged with the City for such length of time as necessary to cover any and all claims
If the Cyber Liability insurance policy is written on a claims-made form:
1. The retroactive date must be shown, and must be before the effective date of the Agreement or the commencement of work by VENDOR.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement work or termination of the Agreement, whichever occurs first, or, in the alternative, the policy shall be endorsed to provide not less than a five (5) year discovery period.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the effective date of the Agreement or the commencement of work by VENDOR, VENDOR must purchase “extended reporting” coverage for a minimum of five (5) years completion of the Agreement work or termination of the Agreement, whichever occurs first.
4. A copy of the claims reporting requirements must be submitted to CITY for review.
5. These requirements shall survive expiration or termination of the Agreement.
Should any of these policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits.
The fact that insurance is obtained by VENDOR shall not be deemed to release or diminish the liability of VENDOR, including, without limitation, liability under the indemnity provisions of this Agreement. The policy limits do not act as a limitation upon the amount of indemnification to be provided by VENDOR. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of VENDOR, its principals, officers, agents, employees, persons under the supervision of VENDOR, vendors, suppliers, invitees, consultants, subcontractors, or anyone employed directly or indirectly by any of them.
VERIFICATION OF COVERAGE
VENDOR shall furnish CITY with all certificate(s) and applicable endorsements effecting coverage required hereunder. All certificates and applicable endorsements are to be received and approved by the CITY’S Risk Manager or his/her designee prior to CITY’S execution of the Agreement and before work commences. All non-ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon request of CITY, VENDOR shall immediately furnish City with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement.
SUBCONTRACTORS
If VENDOR subcontracts any or all of the services to be performed under this Agreement, VENDOR shall require, at the discretion of the CITY Risk Manager or designee, subcontractor(s) to enter into a separate Side Agreement with the City to provide required indemnification and insurance protection. Any required Side Agreement(s) and associated insurance documents for the subcontractor must be reviewed and preapproved by CITY Risk Manager or designee. If no Side Agreement is required, VENDOR will be solely responsible for ensuring that its
subcontractors maintain insurance coverage at levels no less than those required by applicable law and is customary in the relevant industry.