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AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into this __ _ day of
4 , 2016 , and effective July 1, 2016 ("Effective Date"), by and between the COUNTY OF
5 FRESNO , a political subdivision of the State of California , hereinafter referred to as "COUNTY",
6 and Canyon Solutions, Inc., an Arizona Corporation , whose address is 40 North Central Avenue,
7 Suite 1400, Phoenix, Arizona 85004 , hereinafter referred to as "CONTRACTOR".
8 RECITALS:
9 WHEREAS, COUNTY previously purchased from CONTRACTOR a JCATS Defender software
10 system for Public Defenders , which supports case management, case load management, calendar
11 management, investigation management, personalized portals, and customized workflows ; and
12 WHEREAS, COUNTY desires to purchase a software system upgrade ; and
13 WHEREAS, COUNTY desires to purchase software license , maintenance , and support for the
14 JCATS Defender system; and
15 WHEREAS, COUNTY and CONTRACTOR desire to execute this Agreement for the purchase of
16 a JCATS Defender upgrade, the right to use the software license , and maintenance and support
17 for the application .
18 NOW, THEREFORE, for and in consideration of the promises herein , and for other good and
19 valuable consideration, the parties agree as follows:
20 I. DEFINITIONS
21 The following terms used throughout this Agreement shall be defined as follows :
22 Acceptance Testing:
23 The process of testing a specific function or functions to determine if the operation or
24 operations are as stated in this Agreement.
25 Annual Maintenance and Professional Service Fees :
26 Annual fees to be paid by COUNTY to CONTRACTOR following Application
27 Acceptance for the Application software license, and continuous maintenance and
28 support of the Application by CONTRACTOR.
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1 Application:
2 The Application Software and Application Documentation , collectively . Reference to
3 the "Application" shall include any component thereof. All modifications and
4 enhancements to the Appl ication shall be deemed to be part of the Application as
5 defined herein and shall be subject to all terms and conditions set forth herein. The
6 Application consists of JCATS Defender, which supports the Fresno County Publ ic
7 Defender's Office, all interfaces , and third party software required for the App lication
8 to function .
9 Application Documentation :
10 The documentation relating to the Application Software , and all manuals , reports ,
11 brochures , sample runs , specifications and other materials comprising such
12 documentation provided by CONTRACTOR in connection with the Applicat ion
13 Software pursuant to this Agreement.
14 Application Installation :
15 All agreed upon Application Software has been delivered , has been physically loaded
16 on a Computer , and COUNTY has successfully executed program sessions .
17 Application Software :
18 JCATS Defender, that certain computer software described in this Agreement
19 provided by CONTRACTOR, and all interfaces , coding , tapes , disks , modules and
20 similar materials comprising such software or on which it is stored . Application
21 Software shall not include operating system software , third party software , o r
22 COUNTY Data .
23 Change Control Process :
24 Process used between COUNTY and CONTRACTOR to request and implement
25 system changes or modifications .
26 Change Form:
27 The form used by the Parties to capture the details of a request for system changes or
28 modifications outside the scope of general system maintenance as provided under
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1 warranty , and to confirm , where appropriate, the Parties' acceptance of a request.
2 Computer:
3 An electronic device for storing and processing data, typically in binary form,
4 according to instructions given to it in a variable program . Mainframes , desktop ,
5 laptop computers, tablets , and smartphones are some of the different types of
6 computers.
7 COUNTY Data:
8 All information , data, materials , reports, documents , statistics , records used by ,
9 produced by, or stored by the APPLICATION , either directly or indirectly , either
10 converted or unconverted, that has been provided by COUNTY or on COUNTY's
11 behalf, or by any users of the APPLICATION , or derived from any of the above, either
12 prior to the Effective Date or during the term of this Agreement.
13 COUNTY System Hardware :
14 The central processing units owned or leased by COUNTY which are described in this
15 Agreement on which COUNTY is licensed to use the Application Software , any back-
16 up equipment for such central processing units , and any peripheral hardware such as
17 terminals, printers , and Personal Computers as described in this Agreement.
18 COUNTY System Software :
19 The operating system and database software installed on the COUNTY System
20 Hardware .
21 License :
22 The meaning assigned to the term "License" as defined in Section II-A of this
23 Agreement and the rights and obligations it creates under the laws of the United
24 States of America and the State of California including without li mitation , copyright
25 and intellectual property law .
26 Supplier:
27 The terms "Licensor'', "Supplier", "Vendor", "Owner" and "Canyon Solutions , Inc.," all
28 refer to CONTRACTOR and are considered to be equivalent throughout this Agreement.
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1 User:
2 The terms "User", "Customer", "Client" and "Licensee" all refer to COUNTY and are
3 considered to be equivalent throughout this Agreement.
4 II. OBLIGATIONS OF THE CONTRACTOR
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A. SOFTWARE LICENSE
1) GRANT OF LICENSE
CONTRACTOR grants to COUNTY and COUNTY accepts a non-exclusive ,
non-transferable, perpetual license to use JCATS Defender, including all software
modules , subject to the terms and conditions set forth in this Agreement.
2) SCOPE OF LICENSE
The license granted herein shall consist solely of the non-exclusive, non-
transferable right of COUNTY to operate the Application Software in support of
various COUNTY departments, including COUNTY's Public Defender's Office .
3) INTERNALS
The licensed Application Software may internally cons ist of other
CONTRACTOR products as an integral supporting aspect of the JCATS
Defender suite of applications . COUNTY agrees not to use any such any such
separately available product in any fashion other than as part of the Application
Software licensed by this Agreement unless COUNTY obtains a separate license
at prevailing fees for such internal products .
4) OWNERSHIP
The parties acknowledge and agree that, as between CONTRACTOR and
COUNTY, title and full ownership of all rights in and to the Application Software,
Application Documentation , and all other materials provided to COUNTY by
CONTRACTOR under the terms of this Agreement shall remain with
CONTRACTOR. COUNTY will take reasonable steps to protect trade secrets of
the Application Software and Application Documentation . Ownership of all copies
is retained by CONTRACTOR. COUNTY may not disclose or make available to
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third parties the Application Software or Application Documentation or any portion
thereof. CONTRACTOR shall own all right, title and interest in and to all
corrections , modifications , enhancements , programs , and work product
conceived, created or developed , alone or with COUNTY or others , as a result of
or related to the performance of this Agreement, including all proprietary rights
therein and based thereon. Except and to the extent expressly provided herein ,
CONTRACTOR does not grant to COUNTY any right or license , express or
implied , in or to the Application Software and Application Documentation or any of
the foregoing. The parties acknowledge and agree that, as between
CONTRACTOR and COUNTY, full ownership of all rights in and to all COUNTY
Data , whether in magnetic or paper form , including without limitation printed
output from the Application , are the exclusive property of COUNTY.
5) POSSESSION , USE AND UPDATE OF SOFTWARE
COUNTY agrees it will use the Application Software for its own internal
purposes . CONTRACTOR may create , from time to time, updated versions of the
Application Software and Application Documentation . ("Application Updates").
CONTRACTOR shall make such Application Updates available to COUNTY. All
Application Updates shall be licensed under the terms of this Agreement.
COUNTY agrees to follow the prescribed instructions for updating Application
Software and Application Documentation provided to COUNTY by
CONTRACTOR.
6) TRANSFER OF SOFTWARE
COUNTY shall not rent, lease , license , distribute, sell , transfer, or assign this
license , the Application Software , or the Application Documentation , w ith the
exception of Public Documentation which may be distributed to th ird parties , or
any of the information contained therein other than COUNTY Data , to any other
person or entity, whether on a permanent or temporary basis , and any attempt to
do so will constitute a breach of this Agreement. No right or license is granted
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under this Agreement for the use or other utilization of the licensed programs,
directly or indirectly , for the benefit of any other person or entity , except as
provided in this Agreement.
7) POSSESSION AND USE OF SOURCE CODE
Source code and other material that results from custom programming by
CONTRACTOR released to COUNTY under this license shall be deemed
CONTRACTOR software subject to all of the terms and conditions of the software
license set forth in this Agreement. The scope of COUNTY's permitted use of the
custom source code under this license shall be limited to maintenance and
support of the Application Software. For purposes of this Section , the term
"maintenance and support" means correction of Application Software errors and
preparation of Application Software modifications and enhancements. If COUNTY
creates computer code in the process of enhancing the Application Software, that
specific new code shall be owned by COUNTY and may be used by COUNTY's
employees , officers, or agents for COUNTY's own internal business operations.
However, if COUNTY's enhancement results in the creation of a derivative work
from the Application Software, the copyright to such derivative work shall be
owned by CONTRACTOR and COUNTY's rights to use such derivative work
shall be limited to those granted with respect to the Application Software in this
Agreement.
8) SOURCE CODE ESCROW
Within thirty (30) days following the Effective Date , CONTRACTOR shall
place a copy of the source code for the Application Software into escrow pursuant
to a Software Escrow Agreement to be executed by CONTRACTOR with a third-
party escrow agent at the expense of the CONTRACTOR, with instructions to
release the software to COUNTY should any of the following conditions apply:
a. Bankruptcy of the CONTRACTOR; or
b. Cessation of the CONTRACTOR to do business ; or
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c . Cessation of the software support by CONTRACTOR; or
d . Election by the CONTRACTOR not to renew this agreement for any
reason other than the COUNTY's uncured breach of any material term or
condition of this Agreement.
CONTRACTOR further agrees that within thirty (30) days following the
Effective Date, COUNTY shall be named as a beneficiary under the Escrow
Agreement, at which time CONTRACTOR will submit to COUNTY's Contract
Administrator, a copy of the Escrow Agreement. CONTRACTOR shall improve,
add to, or otherwise modify the source code prior to or at the time any
modifications of the software are available to any of CONTRACTOR's customers.
CONTRACTOR shall be responsible for all payments owed to the escrow agent
and shall keep these payments current. CONTRACTOR shall have the right to
change or replace the provider of software escrow services provided that the new
provider offers comparable software escrow services . CONTRACTOR shall
provide at least thirty (30) days advance written notice to COUNTY of any such
changes .
9) RESTRICTIONS ON USE:
COUNTY shall not (i) license, sublicense , sell , resell, transfer, assign ,
distribute or otherwise commercially exploit or make available to any third party
the Application Software or the Application Documentation in any way;
10) INTELLECTUAL PROPERTY, TRADEMARK AND COPYRIGHT
CONTRACTOR retains ownership of the Application Software, any portions
or copies thereof, and all rights therein. CONTRACTOR reserves all rights not
expressly granted to COUNTY. This License does not grant COUNTY any rights
in connection with any trademarks or service marks of CONTRACTOR, its
suppliers or licensors. All right, title, interest and copyrights in and to the
Application Software and the accompanying Application Software Documentation
and any copies of the Application Software are owned by CONTRACTOR , its
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suppliers or licensors . All title and intellectual property rights in and to the content
which may be accessed through use of the Application Software are the property
of the respective content Owner and may be protected by applicable copyright or
other intellectual property laws and treaties. This License grants COUNTY no
rights to use such content.
B. SERVICES TO BE PROVIDED BY CONTRACTOR TO COUNTY
1) APPLICATION INSTALLATION
CONTRACTOR shall supply and install JCATS Defender in accordance with
this Agreement. Such software installation shall include hardware/network review
and recommendations , consultation, software installation and remote technical
support. CONTRACTOR shall be present onsite at the COUNTY for the initial
Application installation and testing at no additional cost to COUNTY.
2) CHANGECONTROLPROCESS
COUNTY may request changes to the Statement of Work that do not alter
the substantive terms of this Agreement. No changes shall be effective un less
made in writing in accordance with the following Change Control Process :
a . Upon receipt of a request for a change from COUNTY ,
CONTRACTOR shall provide COUNTY a draft Change Form which shall
contain , but shall not be limited to, the feasibility of the change , impact of the
change on the Application , the Scope of Work (as set forth in Exhibit A-
Statement of Work), the implementation schedule, or any resource
requirement.
b . COUNTY w ill consider the Change Form and notify CONTRACTOR
within two (2) weeks (or such other period agreed between the parties) of
receipt of the Change Form whether or not it authorizes CONTRACTOR to
proceed with the change . If COUNTY authorizes CONTRACTOR to
proceed , both COUNTY's Contract Administrator and COUNTY's Project
Manager (as defined in subsections 111-A and 111-G , respectively,
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hereinbelow) shall sign and return the Change Form and CONTRACTOR
shall carry out the work in accordance with such Change Form .
3) DOCUMENTATION
CONTRACTOR shall provide to COUNTY JCATS Defender Application
Documentation, which shall consist of electronic media files . The electronic media
files must be printable using Computer software normally available at COUNTY.
CONTRACTOR shall provide new Application Documentation corresponding to
all new Software Upgrades. COUNTY may print additional copies of all
documentation . All Application Documentation is to be used by COUNTY only for
the purposes identified within this Agreement.
4) STATEMENT OF WORK
CONTRACTOR shall provide services to COUNTY as outlined in Exhibit A
(Statement of Work), attached hereto and incorporated herein by this reference.
5) STATUS REPORTING
CONTRACTOR shall provide written bi-weekly status reports to COUNTY.
6) STATUS MEETINGS
CONTRACTOR shall be available for bi-weekly status meetings with
COUNTY via conference call or on-site at COUNTY locations.
7) TRAINING
20 CONTRACTOR shall provide unlimited implementation training throughout
21 the implementation Term/Schedule, as specified in Exhibit A (Statement of Work).
22 This shall include "train-the-trainer" trainings of COUNTY staff at COUNTY-
23 designated locations and at times approved in writing by COUNTY at no
24 additional cost to COUNTY .
25 C . APPLICATION MAINTENANCE AND SUPPORT BY CONTRACTOR
26 Application maintenance and support includes Application Updates as they are
27 released by CONTRACTOR, including updates required as a result of regulatory changes .
28 First Production Use will be identified by COUNTY and communicated to CONTRACTOR.
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1 CONTRACTOR will thereafter support day-to-day operation of the Application as follows :
2 1) SUPPORT HOURS/SCOPE:
3 Provide unlimited technical assistance during the hours of 8:00 a .m. to 5:00
4 p.m . Pacific Standard Time (PST), Monday through Friday , toll-free telephone ,
5 email , and online chat assistance to keep the Application in, or restored to,
6 normal operating condition. The object of this support will be to answer specific
7 questions related to the Application , d iagnose and resolve issues arising out of
8 the use of the Application, and correct problems or performance deficiencies with
9 the Application . Support provided under this Agreement does not include
10 operation of hardware , or solving other hardware/software problems unrelated to
11 the Application Software.
12 2) SUPPORT RESPONSE:
13 During the term of this Agreement , CONTRACTOR , CONTRACTOR will: (a)
14 correct any error or malfunctions in the Application as supplied by
15 CONTRACTOR which prevents it from operating in conformance with the
16 specifications set forth in this Agreement ; or (b) provide a commercially
17 reasonable alternative that will conform to the specifications set forth in this
18 Agreement.
19 If a reported problem is caused by a reproducible error or malfunction in the
20 then-current release of the Application Software as supplied and maintained by
21 CONTRACTOR that significantly impacts effective use of the Application by
22 COUNTY , CONTRACTOR will , if the Application is inoperable , as reported by
23 COUNTY , provide continuous effort to correct the error or to resolve the problem
24 by providing a circumvention.
25 In such cases , CONTRACTOR will provide COUNTY with co rrective
26 information, such as corrective documentation and/or program code .
27 CONTRACTOR will respond to COUNTY's service request no later than four (4)
28 business hours from the time a call has been received by CONTRACTOR.
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3) REMOTE VIRTUAL PRIVATE NETWORK (VPN) OR EQUIVALENT
DIAGNOSTICS
Remote VPN or Equivalent Diagnostics Support includes:
a. Diagnostic or corrective actions necessary to restore proper JCATS
Defender operation;
b . Diagnostic actions which attempt to identify the cause of an
Application problem;
c.
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Correction of data file problem ; and
JCATS Defender modification
CONTRACTOR product specialists will provide diagnostics via VPN or
an Equivalent method on JCATS Defender. COUNTY will provide any
required access accounts necessary at COUNTY for CONTRACTOR VPN
or Equivalent support.
4) ERROR CORRECTION PROCESS :
If during the term of this Agreement COUNTY determines that software
error(s) exist, COUNTY will first follow the error procedures specified in the
Application Documentation. If following the error procedures does not correct the
software error, COUNTY shall immediately notify CONTRACTOR, setting forth
the defects noted with specificity . Upon notification of a reported software error,
CONTRACTOR shall provide a solution as soon as possible. If CONTRACTOR
determines that a solution will require more than one day to resolve,
CONTRACTOR shall notify COUNTY immediately with a t ime estimate for
completion .
5) TECHNICAL INFORMATION
CONTRACTOR will provide technical information to COUNTY from time to
time. Such information may cover areas such as JCATS Defender usage, third
party software, and other matters considered relevant to COUNTY by
CONTRACTOR. Technical information will be provided at the discretion of
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1 CONTRACTOR , but will not be unreasonably withheld.
2 D. ADDITIONAL MAINTENANCE AND SUPPORT SERVICES
3 CONTRACTOR may provide additional maintenance services ("Additional
4 Maintenance and Support Services" or "Additional Maintenance Services") at an additional
5 charge . Charges will be at rates identified in this Agreement in Section VI-C . Any
6 Additional Maintenance and Support Services requested by COUNTY and determined by
7 CONTRACTOR to be billable by CONTRACTOR must be identified as a chargeable
8 service prior to the service be ing performed and must be approved in writing in advance by
9 COUNTY's Project Manager. Additional Maintenance Services include , but are not limited
10 to, the following :
11 1) DATA AND APPLICATION CORRECTIONS
12 Data and Application Corrections include any corrective actions
13 accomplished by CONTRACTOR on-site or via VPN which are necessary due to
14 COUNTY errors or unauthorized source code or data access by COUNTY.
15 Unauthorized access to the data is defined as any COUNTY editing of data
16 through other than normal system usage as defined in Appl ication
17 Documentation. "Unauthorized Access to Sou rce Code" is defined as any
18 COUNTY access whatsoever to Application source code . Services provided by
19 CONTRACTOR are not billable when they result from errors caused by JCATS
20 Defender or instruction provided by CONTRACTOR.
21 2) CUSTOM PROGRAMMING
22 Requests for supplemental programming or customization of Application
23 features not covered under this Agreement are available to COUNTY . Such
24 requests will be reviewed by CONTRACTOR and must be requested in writing in
25 advance by the COUNTY's Contract Adm inistrator . Charges w ill be at rates
26 identified in this Agreement in Section VI-C .
27 E. CONTRACTOR PROJECT COORDINATOR
28 Upon execution of this Agreement, CONTRACTOR shall appoint a Project
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1 Coordinator who will act as the primary contact person to interface with COUNTY for
2 implementation, maintenance and support of JCATS Defender.
3 F. APPLICATION UPDATES AND NEW PRODUCTS
4 1) APPLICATION UPDATES
5 From time to time CONTRACTOR will develop and provide Application
6 Updates to COUNTY for the COUNTY'S licensed CONTRACTOR software.
7 Application Updates shall be subject to the terms and conditions of this
8 Agreement and shall be deemed licensed Application Software hereunder and
9 will be made available to COUNTY at no additional charge to COUNTY.
10 Application Updates will be made available to COUNTY at the discretion of
11 CONTRACTOR but will not be unreasonably withheld.
12 2) NEW PRODUCTS
13 CONTRACTOR may from time to time release new software with
14 capabilities substantially different from or greater than the Application Software
15 ("New Products") and which therefore do not constitute Application Updates .
16 These New Products will be made available to COUNTY at a cost not to exceed
17 CONTRACTOR 's then standard rates for customers similarly situated .
18 G. OPERATING SYSTEM UPDATES
19 The Application must run on a client operating system that is consistently and
20 currently supported by the operating system vendor. During the term of this Agreement, the
21 Application must remain current with the COUNTY 's client operating system. No outdated
22 or unsupported client operating system will be implemented on the production network.
23 The County will apply patches to both the client operating system and security subsystems
24 on COUNTY Computers as releases are available from operating system vendors .
25 In order to support a secure environment, the Application must run on the latest
26 supported release of any required third party software, such as JAVA, Flash , Internet
27 Explorer, Edge, etc. COUNTY will actively run anti-virus management on all Computers.
28 The Application is expected to perform adequately while anti-virus management is active.
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28 Ill
COUNTY will notify CONTRACTOR when a critical security patch is released .
CONTRACTOR will have 30 days to ensure the Application can perform in the updated
environment. The Application is expected to perform in this environment. CONTRACTOR
is expected to keep their software current in order to operate in this environment. These
patches include critical ope rating system updates and security patches.
H. OTHER
Unless otherwise specified , for third party software, CONTRACTOR shall provide
standard documentation in electronic form (via the Internet or File Transfer Protocol (FTP).
I. CLIENT INSTALL
Should JCATS Defender require installation of software on Client Computers ,
JCATS Defender shall not be installed under a specific User profile, and must be available
to all Users on all User desktops . JCATS Defender can require an administrator to install
the software, but must not require administrative rights in order to operate.
Ill. OBLIGATIONS OF THE COUNTY
A. COUNTY CONTRACT ADMINISTRATOR
COUNTY appoints its Director of Internal Services/Chief Information Officer or his
or her designee , as COUNTY's Contract Administrator with full authority to deal w ith
CONTRACTOR in all matters concerning this Agreement.
B . SAFEGUARDING APPLICATION SOFTWARE
COUNTY will follow its present practices to safeguard Application Software
delivered to COUNTY by CONTRACTOR. A copy of COUNTY'S "Information Technology
(IT) Standards and Preferences" will be made available upon request.
C . ACCEPTANCE TESTING
COUNTY shall approve Application Acceptance when JCATS Defender has been
successfully tested and satisfactorily performs all functions necessary pursuant to this
Agreement, and all deliverables identified in this Agreement as required for acceptance
have been received by COUNTY.
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1 D. ACCEPTANCE TESTING PROCESS
2 Following delivery and installation , CONTRACTOR shall submit to COUNTY a
3 mutually agreeable test plan that relates each specific requirement to a specific
4 functionality test. The test plan must state acceptance and evaluation criteria in an
5 expressed testable form in order to determine that the solution meets each requirement
6 provided in the Application Documentation. Once test plan is accepted , CONTRACTOR
7 shall test JCATS Defender along with COUNTY personnel documenting each functionality
8 test. Acceptance Testing w ill be deemed complete at such time that all requirements have
9 passed the functionality testing to COUNTY personnel 's satisfaction .
10 E . FACILITIES AND PREPARATION
11 COUNTY will at its own expense provide all necessary labor and materials for site
12 preparation , electrical services , and cabling required for Application Installation . COUNTY
13 shall receive the Application Software and will follow instructions provided by
14 CONTRACTOR to load it on COUNTY 's Application Hardware to prepare the Application
15 for processing .
16 F. APPLICATION HARDWARE AND APPLICATION SOFTWARE
17 COUNTY will at its own expense provide and properly maintain and update on an
18 on-going basis all necessary COUNTY System Software and County System Hardware
19 required to operate JCATS Defender. Said COUNTY System Software and County System
20 Hardware shall meet or exceed CONTRACTOR's recommendations .
21 As part of COUNTY's responsibility for computer infrastructure , COUNTY is
22 responsible for ensuring that data is secure and protected at all times. CONTRACTOR is
23 not responsible for and cannot be held liable for inadvertent data disclosure or theft from
24 COUNTY facilities.
25 G. COUNTY PROJECT MANAGER
26 Upon execution of this Agreement, COUNTY shall designate one or more
27 ind ividuals who will function as Project Manager(s) with responsibility for day-to -day
28 management of the project for implementation of JCATS Defender.
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H. OTHER COUNTY OBLIGATIONS
1) Technical assistance from COUNTY IT staff will be provided during
the performance of the installation of the Application Software . In particular,
COUNTY will provide:
a. Network connectivity and troubleshooting assistance .
b . Ability to monitor network traffic and isolate bottlenecks .
c. Technical assistance concerning the integration with existing
COUNTY systems (if applicable).
d. Expertise to handle issues with Computers , printers, and cabling
before, during , and after rollout.
11 IV. TERM
12 The term of this Agreement shall be for a period of two (2) years , commenc ing on the
13 Effective Date through June 30 , 2018 . This Agreement may be extended for three (3) additional
14 consecutive twelve (12) month periods upon written approval of both parties no later than thirty
15 (30) days prior to the first day of the next twelve (12) month extension period . The Director of
16 Internal Services/Chief Information Officer or his/her designee , is authorized to execute such
17 written approval on behalf of COUNTY based on CONTRACTOR 's satisfactory performance .
18 V. TERMINATION
19 A. NON-ALLOCATION OF FUNDS
20 The terms of this Agreement, and the services to be provided thereunder, are
21 contingent on the approval of funds by the appropriating government agency. Should
22 sufficient funds not be allocated, the services provided may be modified, or this Agreement
23 terminated, at any time by giving the CONTRACTOR thirty (30) days advance written
24 notice .
25 B. BREACH OF CONTRACT
26 The COUNTY may immediately suspend or terminate this Agreement in whole or
27 in part, where in the determination of the COUNTY there is :
28 Ill
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1) An illegal or improper use of funds;
2) A failure to comply with any term of this Agreement;
3 3) A substantially incorrect or incomplete report submitted to the
4 COUNTY ;
5 4) Improperly performed service .
6 In no event shall any payment by the COUNTY constitute a waiver by the
7 COUNTY of any breach of this Agreement or any default which may then exist on the part
8 of the CONTRACTOR. Neither shall such payment impair or prejudice any remedy
9 available to the COUNTY with respect to the breach or default. The COUNTY shall have
1 0 the right to demand of the CONTRACTOR the repayment to the COUNTY of any funds
11 disbursed to the CONTRACTOR under this Agreement , which in the judgment of the
12 COUNTY were not expended in accordance with the terms of this Agreement. The
13 CONTRACTOR shall promptly refund any such funds upon demand .
14 CONTRACTOR may , upon thirty (30) days prior written notice to COUNTY,
15 terminate this Agreement if COUNTY fails to comply with any material term or condition of
16 this Agreement unless COUNTY cures such failure within such thirty (30) day period, or
17 other such timeframe as may be mutually agreed upon in writing by the parties.
18 C . WITHOUT CAUSE
19 Under circumstances other than those set forth above, this Agreement may be
20 terminated by COUNTY upon the giving of thirty (30) days advance written notice of an
21 intention to terminate to CONTRACTOR. Upon termination by COUNTY under this
22 subsection "C" prior to Application Acceptance, COUNTY agrees to pay CONTRACTOR in
23 full for all goods and/or services provided to, and accepted by , COUNTY under this
24 Agreement by a written acceptance executed by the COUNTY's Project Manager.
25 D. In the event this Agreement is terminated by COUNTY, any Annual Maintenance
26 and Professional Service Fees pre-paid by COUNTY to CONTRACTOR for the current
27 year beyond the date of termination , shall be pro-rated and returned to COUNTY within 45
28 days of the date of termination.
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1 VI. COMPENSATION /INVOICING
2 COUNTY agrees to pay CONTRACTOR and CONTRACTOR ag rees to receive
3 compensation as follows:
4 A. ANNUAL MAINTENANCE AND PROFESSIONAL SERVICES FEES :
5 1) PUBLIC DEFENDER USERS
6 This license allows for an un limited number of users of JCATS
7 Defender providing that all users are personnel or affiliates of COUNTY that
8 are conducting business on behalf of COUNTY.
9 ~ ANNUALFEES
10 Annual Licensing , Maintenance and Profess ional Serv ice Fees shall
11 be set at an annual fee of $60 ,000.00. The initial annual fee shall be paid by
12 COUNTY to CONTRACTOR within 45 days of the Effective Date . Fee
13 payments for subsequent annual periods shall be due on August 1st of ea ch
14 year. In no event shall the total of such annual fees pa id under th is
15 Agreement be in excess of $300 ,000.00.
16 B . ONE-TIME FEES FOR SYSTEM MIGRATION , TRAINING , AND PROJECT
17 MANAGEMENT
18 COUNTY agrees to pay and CONTRACTOR agrees to receive one-time fees fo r
19 the migration of JCATS Defender to the JCATS Defender NG system accord ing to the
20 itemized Exhibit A (Statement of Work), following COUNTY's approval and final
21 acceptance in writing of the project deliverables, not to exceed $20,000.
22 C . ADDITIONAL SERVICE FEES
23 Beginning July 1, 2017 , progra mming which is initiated by COUNTY and that
24 requires eight (8) hou rs or fewer of programmer t ime for each occurrence will be made at
25 no additional cost to COUNTY. Programming requests in excess of eight (8 ) hours of
26 programmer time will be evaluated by CONTRACT OR and may be done at no add itiona l
27 cost. Programming requests that are determined to require more than eight (8) hours of
28 programmer time and are considered to be at additional cost, will be made available to
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1 COUNTY at a preferred customer rate of $125.00 per hour. In no event shall the Additional
2 Service Fees under this Agreement be in excess of $20 ,000.00 .
3 D. TOTAL CONTRACT AMOUNT
4 In no event shall the services performed under this Agreement be in excess of
5 $340 ,000 .00 during the entire potential five (5) year term of this Agreement. It is
6 understood that all expenses incidental to CONTRACTOR's performance of services under
7 this Agreement shall be borne by CONTRACTOR.
8 E. INVOICING
9 CONTRACTOR shall submit invoices (which must reference the provided
10 contract number) via mail to the County of Fresno Public Defender, 2220 Tulare Street,
11 Suite 300 , Fresno , CA 93721. COUNTY will pay CONTRACTOR within forty-five (45) days
12 of receipt of an approved invoice , by mail addressed to CONTRACTOR 's remittance
13 address at 40 North Central Avenue , Suite 1400, Phoenix, AZ. 85004.
14 VII. INDEPENDENT CONTRACTOR:
15 In performance of the work, duties and obligations assumed by CONTRACTOR
16 under this Agreement, it is mutually understood and agreed that CONTRACTOR , including
17 any and all of the CONTRACTOR'S officers, agents, and employees will at all times be acting
18 and performing as an independent contractor, and shall act in an independent capacity and
19 not as an officer, agent, servant, employee , joint venturer, partner, or associate of the
20 COUNTY. Furthermore , COUNTY shall have no right to control or supervise or direct the
21 manner or method by which CONTRACTOR shall perform its work and function . However ,
22 COUNTY shall retain the right to administer this Agreement so as to verify that
23 CONTRACTOR is performing its obligations in accordance with the terms and conditions
24 thereof.
25 CONTRACTOR and COUNTY shall comply with all applicable provisions of law
26 and the rules and regulations, if any, of governmental authorities having jurisdiction over
27 matters the subject thereof.
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1 Because of its status as an independent contractor, CONTRACTOR shall have
2 absolutely no right to employment rights and benefits available to COUNTY employees .
3 CONTRACTOR shall be solely liable and responsible for providing to , or on behalf of, its
4 employees all legally-required employee benefits . In add ition , CONTRACTOR shall be sole ly
5 responsible and save COUNTY harmless from all matters relating to payment of
6 CONTRACTOR'S employees, including compliance with Social Security withholding and all
7 other regulations governing such matters . It is acknowledged that during the term of this
8 Agreement, CONTRACTOR may be providing services to others unre lated to the COUNTY or
9 to this Agreement.
1 0 VIII. CONFIDENTIALITY
11 A Party receiving "Information " (as defined hereinbelow) of the other will not
12 disclose such Information other than to persons in its organization who have a need to know
13 and who will be required to comply with this Section. The Party receiving Information will not
14 use such Information for a purpose inconsistent with the terms of this Agreement. "Information "
15 means the Software, Documentation and all information and intellectual property related
16 thereto (including, but not limited to all databases provided to COUNTY by CONTRACTOR
17 whether created by CONTRACTOR or its third party licensors such as , without limitation , the
18 mapping product databases) as well as information related to the business of CONTRACTOR
19 or COUNTY. Information will not include : (i) information publicly known prior to disclosure ; (ii)
20 information coming into the lawful possession of the recip ient without any confidential ity
21 obligation ; and (iii) information required to be disclosed pursuant to regulatory action or court
22 order, provided adequate prior written notice of any request to disclose is given to the Party
23 whose information is to be disclosed . Each Party will exercise at least the same degree of care
24 to safeguard the confidentiality of the other's Information as it does to safeguard its own
25 proprietary confidential information , but not less than a reasonable degree of care .
26 IX. MODIFICATION
27 Any matters of this Agreement may be modified from time to time by the written
28 consent of all the parties without, in any way, affecting the remainder.
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1 X. NON ASSIGNMENT
2 Neither party shall assign , transfer or sub contract this Agreement nor their rights or
3 duties under this Agreement without the prior written consent of the other party .
4 XI. HOLD HARMLESS
5 CONTRACTOR agrees to indemnify, save, hold harmless , and at COUNTY'S
6 request, defend the COUNTY , its officers , agents , and employees from any and all costs and
7 expenses , damages , liabilities , claims , and losses occurring or resulting to COUNTY in
8 connection w ith the performance , or failure to perform , by CONTRACTOR , its officers , agents , or
9 employees under this Agreement , and from any and all costs and expenses including attorney's
10 fees and court costs , damages, liabilities , claims , and losses occurring or resulting to any pe rson ,
11 firm , or corporation who may be injured or damaged by the performance , or failure to perform , of
12 CONTRACTOR, its officers , agents, or employees under this Agreement.
13 XII. INSURANCE
14 Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR
15 or any third parties , CONTRACTOR , at its sole expense , shall maintain in full force and effect,
16 the following insurance policies throughout the term of the Agreement:
17 A. COMMERCIAL GENERAL LIABILITY
18 Commercial General Liability Insurance with limits of not less than One Million
19 Dollars ($1 ,000 ,000) per occurrence and an annual aggregate of Two Million Dollars
20 ($2 ,000 ,000). This policy shall be issued on a per occurrence basis. COUNTY may
21 require specific coverages including completed operations , products liability , contractual
22 liab ility , Explosion-Collapse-Underground , fire legal liability or any other liab ility
23 insurance deemed necessary because of the nature of this contract.
24 B. AUTOMOBILE LIABILITY
25 Comprehensive Automobile Liability Insurance with limits for bodily injury of
26 not less than Two Hundred Fifty Thousand Dollars ($250 ,000 .00) per person , Five
27 Hundred Thousand Dollars ($500 ,000 .00) per accident and for property damag es of not
28 less than Fifty Thousand Dollars ($50,000 .00), or such coverage with a comb ined single
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1 limit of Five Hundred Thousand Dollars ($500 ,000 .00). Coverage should include owned
2 and non-owned vehicles used in connection with this Agreement.
3 C. PROFESSIONAL LIABILITY
4 If CONTRACTOR employs licensed professional staff, (e .g., Ph.D., R.N.,
5 L.C.S.W., M.F .C.C.) in providing services, Professional Liability Insurance with lim its of not
6 less than One Million Dollars ($1,000,000.00) per occurrence , Three Million Dollars
7 ($3,000,000.00) annual aggregate .
8 D. WORKER'S COMPENSATION
9 A policy of Worker's Compensation insurance as may be required by the
10 California Labor Code .
11 CONTRACTOR shall obtain endorsements to the Commercial General
12 Liability insurance naming the County of Fresno , its officers , agents , and employees ,
13 individually and collectively , as additional insured , but only insofar as the operations under
14 this Agreement are concerned . Such coverage for additional insured shall apply as
15 primary insurance and any other insurance , or self-insurance , maintained by COUNTY , its
16 officers , agents and employees shall be excess only and not contributing with insurance
17 provided under CONTRACTOR's policies herein . This insurance shall not be cancelled or
18 changed without a minimum of thirty (30) days advance written notice given to COUNTY.
19 Within Thirty (30) days from the date CONTRACTOR executes this
20 Agreement, CONTRACTOR shall provide certificates of insurance and endorsement as
21 stated above for all of the foregoing policies, as required herein, to the County of Fresno,
22 Robert Bash, Director of Internal Services/Chief Information Officer, 2048 N Fine Street,
23 Fresno CA 93727 , stating that such insurance coverages have been obtained and are in
24 full force ; that the County of Fresno , its officers , agents and employees will not be
25 responsible for any premiums on the policies ; that such Commercial General Liability
26 insurance names the County of Fresno, its officers , agents and employees, individually
27 and collectively , as additional insured, but only insofar as the operations under this
28 Agreement are concerned ; that such coverage for additional insured shall apply as
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1 primary insurance and any other insurance, or self-insurance , maintained by COUNTY , its
2 officers , agents and employees, shall be excess only and not contributing with insurance
3 provided under CONTRACTOR's policies herein; and that this insurance shall not be
4 cancelled or changed without a minimum of thirty (30) days advance, written notice given
5 to COUNTY .
6 In the event CONTRACTOR fails to keep in effect at all times insurance
7 coverage as herein provided , the COUNTY may, in addition to other remedies it may
8 have , suspend or terminate this Agreement upon the occurrence of such event.
9 All policies shall be with admitted insurers licensed to do business in the State
10 of California. Insurance purchased shall be purchased from companies possessing a
11 current A.M. Best, Inc. rating of A FSC VII or better .
12 XIII. AUDITS AND INSPECTIONS
13 CONTRACTOR shall at any time during CONTRACTOR 'S normal business hours,
14 and upon prior written notice, as often as the COUNTY may deem necessary, make available to
15 the COUNTY for examination all of its records and data with respect to the matters covered by
16 this Agreement. CONTRACTOR shall, upon request by the COUNTY, permit the COUNTY to
17 audit and inspect all of such records and data necessary to ensure CONTRACTOR'S
18 compliance with the terms of this Agreement. Any such examinations or audits shall be at the
19 COUNTY'S expense .
20 If this Agreement exceeds ten thousand dollars ($1 0,000 .00), CONTRACTOR shall
21 be subject to the examination and audit of the Auditor General for a period of three (3) years
22 after final payment under contract (Government Code Section 8546 .7).
23 XIV. NOTICES
24 A. AUTHORITY TO GIVE AND RECEIVE NOTICES
25 The persons and their addresses having authority to give and receive notices
26 under this Agreement include the following:
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COUNTY OF FRESNO
Director of Internal Services/
CONTRACTOR
Terri Barrett
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Chief Information Officer
2048 N Fine Ave
Fresno , CA 93727
isdcontracts@co.fresno .ca .us
Finance Director
40 North Central Avenue, Suite 1400
Phoenix, AZ 85004
t-barrett@canyonsolutions .com
Any and all notices between the COUNTY and the CONTRACTOR provided for or
permitted under this Agreement or by law shall be in writing and shall be deemed duly seNed
when personally delivered to one of the parties, or in lieu of such personal seNices, when
deposited in the United States Mail, postage prepaid , addressed to such party or by electronic
mail sent to and confirmed by CONTRACTOR at CONTRACTOR's email address .
B. PRIMARY ESCALATION CONTACT INFORMATION
The persons and their contact information that the COUNTY or CONTRACTOR
can use to escalate problems or situations:
COUNTY
Contact# 1: Robert Delmare
Assistant Public Defender
Office Phone: (559) 600-3546
COUNTY
Contact# 2 : Daniel Moore
Information Technology Manager
Office Phone: (559) 600-5800
CONTRACTOR
Contact# 1: Thomas Barrett
President
Office Phone: (480) 722-1213
Cell Phone : (602) 750-9187
Email tbarrett@cox.net
CONTRACTOR
Contact# 2: Say Diep
Vice President of Development
Office Phone: (480) 722-1214
Cell Phone: (602) 750-9199
sdiep@canyonsolutions.com
21 XV. GOVERNING LAW
22 Venue for any action arising out of or related to this Agreement shall only be in
23 Fresno County, California. The rights and obligations of the parties and all interpretation and
24 performance of this Agreement shall be governed in all respects by the laws of the State of
25 California.
26 XVI. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT
27 A. The Parties to this Agreement shall be in strict conformance with all applicable
28 Federal and State of California laws and regulations , including but not limited to Sections 5328 ,
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1 10850, and 14100.2 et seq. of the Welfare and Institutions Code, Sections 2.1 and 431.300 et
2 seq . of Title 42 , Code of Federal Regulations (CFR), Section 56 et seq . of the California Civ il
3 Code , Sections 11977 and 11812 of Title 22 of the California Code of Regulations , and the Health
4 Insurance Portability and Accountability Act (HIPAA), including but not limited to Section 1320 D et
5 seq . of Title 42 , United States Code (USC) and its implementing regulations, including , but not
6 limited to Title 45 , CFR , Sections 142 , 160 , 162 , and 164 , The Health Information Technology for
7 Economic and Clinical Health Act (HITECH) regarding the confidentiality and security of patient
8 information , and the Genetic Information Nondiscrimination Act (GINA) of 2008 regarding the
9 confidentiality of genetic information.
10 Except as otherwise provided in this Agreement , CONTRACTOR, as a Business
11 Associate of COUNTY, may use or disclose Protected Health Information (PHI) to perform
12 functions, activities or services for or on behalf of COUNTY, as specified in th is Agreement ,
13 provided that such use or disclosure shall not violate the Health Insurance Portability and
14 Accountability Act (HIPAA), USC 1320d et seq . The uses and disclosures of PHI may not be more
15 expansive than those applicable to COUNTY, as the "Covered Entity" under the HIPAA Privacy
16 Rule (45 CFR 164 .500 et seq .), except as authorized for management , administrative or legal
17 responsibilities of the Business Associate .
18 B. CONTRACTOR, including its subcontractors and employees, shall protect,
19 from unauthorized access, use , or disclosure of names and other identifying information ,
20 including genetic information, concerning persons receiving services pursuant to this
21 Agreement, except where permitted in order to carry out data aggregation purposes for health
22 care operations [45 CFR Sections 164.504 (e)(2)(i), 164 .504 (3)(2)(ii)(A), and 164.504 (e)(4)(i)]
23 This pertains to any and all persons receiving services pursuant to a COUNTY funded program.
24 This requirement applies to electronic PHI. CONTRACTOR shall not use such identifying
25 information or genetic information for any purpose other than carrying out CONTRACTOR's
26 obligations under this Agreement.
27 CONTRACTOR , including its subcontractors and employees , shall not disclose
28 any such identifying information or genetic information to any person or entity, except as otherwise
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1 specifically permitted by this Agreement , authorized by Subpart E of 45 CFR Part 164 or other
2 law , required by the Secretary , or authorized by the client/patient in writing . In using or disclosing
3 PHI that is permitted by this Agreement or authorized by law, CONTRACTOR shall make
4 reasonable efforts to limit PHI to the minimum necessary to accomplish intended purpose of use ,
5 disclosure or request.
6 C. For purposes of the above sections , identifying information shall include , but not
7 be limited to name , identifying number, symbol , or other identifying particular assigned to the
8 individual, such as finger or voice print , or photograph .
9 D. For purposes of the above sections , genetic information shall include genetic
10 tests of family members of an individual or individual, manifestation of disease or disorder of
11 family members of an individual , or any request for or receipt of, genetic services by
12 individual or family members . Family member means a dependent or any person who is first ,
13 second , third , or fourth degree relative .
14 E. CONTRACTOR shall provide access , at the request of COUNTY , and in the
15 time and manner designated by COUNTY, to PHI in a designated record set (as defined in
16 45 CFR Section 164.501 ), to an individual or to COUNTY in order to meet the requirements
17 of 45 CFR Section 164 .524 regarding access by individuals to their PHI. With respect to
18 individual requests, access shall be provided within thirty (30) days from request. Access
19 may be extended if CONTRACTOR cannot provide access and provides individual with the
20 reasons for the delay and the date when access may be granted . PHI shall be prov ided in
21 the form and format requested by the individual or COUNTY .
22 CONTRACTOR shall make any amendment(s) to PHI in a designated record
23 set at the request of COUNTY or individual , and in the time and manner designated by
24 COUNTY in accordance with 45 CFR Section 164.526 .
25 CONTRACTOR shall provide to COUNTY or to an individual, in a time and
26 manner designated by COUNTY, information collected in accordance with 45 CFR
27 Section 164.528 , to permit COUNTY to respond to a request by the individual for an
28 accounting of disclosures of PHI in accordance with 45 CFR Section 164.528.
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1 F. CONTRACTOR shall report to COUNTY, in writing , any knowledge or
2 reasonable belief that there has been unauthorized access, v iewing , use , disclosure , security
3 incident, or breach of unsecured PHI not permitted by this Agreement of wh ich it becomes
4 aware , immediately and without reasonable delay and in no case later than two (2) bus iness
5 days of discovery. Immediate notification shall be made to COUNTY's Information Security
6 Officer and Privacy Officer and COUNTY's DPH HIPAA Representative , within two (2)
7 business days of discovery . The notification shall include, to the extent possible, the
8 identification of each individual whose unsecured PHI has been , or is reasonably believed to
9 have been , accessed , acquired , used , disclosed , or breached . CONTRACTOR shall take
1 0 prompt corrective action to cure any deficiencies and any action pertaining to such
11 unauthorized disclosure required by applicable Federal and State Laws and regulations .
12 CONTRACTOR shall investigate such breach and is responsible for all notifications required
13 by law and regulation or deemed necessary by COUNTY and shall provide a written report of
14 the investigation and reporting required to COUNTY's Information Security Officer and
15 Privacy Officer and COUNTY's DPH HIPAA Representative. This written investigation and
16 description of any reporting necessary shall be postmarked with in the th irty (30) working
17 days of the discovery of the breach to the addresses below :
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County of Fresno
Dept. of Public Health
HIPAA Representative
Privacy Officer
(559) 600-6439
P.O . Box 11867
Fresno , CA 93775
County of Fresno
Dept. of Public Health
Information Security Officer
(559) 600-6405
P.O. Box 11867
Fresno , CA 93775
County of Fresno
Informati on Technology Services
(559) 600-5800
2048 N . Fine Street
Fresno , CA 93727
23 G . CONTRACTOR shall make its internal practices, books, and records relating to
24 the use and disclosure of PHI received from COUNTY , or created or received by the
25 CONTRACTOR on behalf of COUNTY, in compliance with HIPAA's Privacy Rule , including ,
26 but not limited to the requirements set forth in Title 45, CFR , Sections 160 and 164.
27 CONTRACTOR shall make its internal practices , books, and records relating to the use and
28 disclosure of PHI received from COUNTY, or created or received by the CONTRACTOR on
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behalf of COUNTY , available to the United States Department of Health and Human
Services (Secretary) upon demand .
H. CONTRACTOR shall cooperate with the compliance and investigation reviews
conducted by the Secretary. PHI access to the Secretary must be provided during the
CONTRACTOR's normal business hours , however, upon exigent circumstances access at
any time must be granted . Upon the Secretary's compliance or investigation review , if PHI is
unavailable to CONTRACTOR and in possession of a Subcontractor, it must certify efforts
to obtain the information to the Secretary.
I. Safeguards
CONTRACTOR shall implement administrative , physical, and technical
safeguards as required by the HIPAA Security Rule , Subpart C of 45 CFR 164, that
reasonably and appropriately protect the confidentiality , integrity, and availab ility of PH I,
including electronic PHI , that it creates , receives, maintains or transmits on behalf of
COUNTY and to prevent unauthorized access , viewing , use, disclosure, or breach of PHI
other than as provided for by this Agreement. CONTRACTOR shall conduct an accurate and
thorough assessment of the potential risks and vulnerabilities to the confidential , integrity
and availability of electronic PHI. CONTRACTOR shall develop and maintain a written
information privacy and security program that includes administrative , technical and physical
safeguards appropriate to the size and complexity of CONTRACTOR's operations and the
nature and scope of its activities. Upon COUNTY's request , CONTRACTOR shall provide
COUNTY with information concerning such safeguards .
CONTRACTOR shall implement strong access controls and other security
safeguards and precautions in order to restrict logical and physical access to confidential ,
personal (e.g., PHI) or sensitive data to authorized users only . Said safeguards and
precautions shall include the following administrative and technical password controls for all
systems used to process or store confidential , personal, or sensitive data :
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1) Passwords must not be :
a . Shared or written down where they are accessible or
recognizable by anyone else ; such as taped to computer
screens , stored under keyboards , or visible in a work area ;
b. A dictionary word ; or
c. Stored in clear text.
2) Passwords must be :
a. Eight (8) characters or more in length ;
b . Changed every ninety (90) days ;
c. Changed immediately if revealed or compromised ; and
d . Composed of characters from at least three (3) of the
following four (4) groups from the standard keyboard :
i. Upper case letters (A-Z);
14 ii. Lowercase letters (a-z);
15 iii. Arabic numerals (0 through 9); and
16 iv. Non-alphanumeric characters (punctuation symbols).
17 CONTRACTOR shall implement the following security controls on each
18 workstation or portable computing device (e.g ., laptop computer) containing confidentia l,
19 personal, or sensitive data :
20 1) Network-based firewall and/or personal firewall ;
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2) Continuously updated anti-virus software ; and
3) Patch management process including installation of all operating
23 system/software vendor security patches.
24 CONTRACTOR shall utilize a commercial encryption solution that has received
25 FIPS 140-2 validation to encrypt all confidential , personal , or sensitive data stored on
26 portable electronic media (includ ing , but not limited to, compact disks and thumb drives)
27 and on portable computing devices (including, but not limited to , laptop and notebook
28 computers).
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1 CONTRACTOR shall not transmit confidential , pe rsonal , or sensitive data via
2 e-mail or other internet transport protocol unless the data is encrypted by a solution that
3 has been validated by the National Institute of Standards and Technology (NIST) as
4 conforming to the Advanced Encryption Standard (AES) Algorithm . CONTRACTOR must
5 apply appropriate sanctions against its employees who fail to comply with these
6 safeguards . CONTRACTOR must adopt procedures for term inating access to PHI when
7 employment of employee ends .
8 J . Mitigation of Harmful Effects
9 CONTRACTOR shall mitigate , to the extent pract icable , any harmful effect that
10 is suspected or known to CONTRACTOR of an unauthorized access , viewing , use ,
11 disclosure , or breach of PHI by CONTRACTOR or its subcontractors in viola ti on of the
12 requirements of these provisions. CONTRACTOR must document suspected or known
13 harmful effects and the outcome .
14 K. CONTRACTOR 's Subcontractors
15 CONTRACTOR shall ensure that any of its contractors , includ ing
16 subcontractors , if applicable , to whom CONTRACTOR provides PHI rece ived from or
17 created or rece ived by CONTRACTOR on behalf of COUNTY, ag ree to the same
18 restrictions , safeguards , and conditions that apply to CONTRACTOR with respect to such
19 PHI and to incorporate , when applicable , the relevant provis ions of these provisions into
20 each subcontract or sub-award to such agents or subcontractors ..
21 L. Employee Training and Discipline
22 CONTRACTOR shall train and use reasonable measures to e nsure compliance
23 w ith the requirements of these provisions by employees who assist in the performance of
24 functions or activities on behalf of COUNTY under this Agreement and use or disclose
25 PHI and discip line such employees who intentionally violate any provisions of these
26 provisions , including termination ' of employmen t.
27 M. Termination for Cause
28 Upon COUNTY 's knowledge of a material breach of these provisions by
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1 CONTRACTOR, COUNTY shall either:
2 1) Provide an opportunity for CONTRACTOR to cure the breach or end
3 the violation and terminate this Agreement if CONTRACTOR does not
4 cure the breach or end the violation within the time specified by COUNTY ;
or 5
6 2) Immediately terminate this Agreement if CONTRACTOR has
7 breached a material term of these provisions and cure is not possible .
8 3) If neither cure nor termination is feasible, the COUNTY's Privacy
9 Officer shall report the violation to the Secretary of the U.S . Department of
10 Health and Human Services.
11 N. Judicial or Administrative Proceedings
12 COUNTY may terminate this Agreement in accordance with the terms and
13 conditions of this Agreement as written hereinabove, if: (1) CONTRACTOR is found guilty
14 in a criminal proceeding for a violation of the HIPAA Privacy or Security Laws or the
15 HITECH Act; or (2) there is a finding or stipulation that the CONTRACTOR has violated a
16 privacy or security standard or requirement of the HITECH Act, HIPAA or other security or
17 privacy laws in an administrative or civil proceeding in which the CONTRACTOR is a
18 party.
19 0. Effect of Termination
20 Upon termination or expiration of this Agreement for any reason,
21 CONTRACTOR shall return or destroy all PHI received from COUNTY (or created or
22 received by CONTRACTOR on behalf of COUNTY) that CONTRACTOR still maintains in
23 any form, and shall retain no copies of such PHI. If return or destruction of PHI is not
24 feasible, it shall continue to extend the protections of these provisions to such information,
25 and limit further use of such PHI to those purposes that make the return or destruction of
26 such PHI infeasible . This provision shall apply to PHI that is in the possession of
27 subcontractors or agents, if applicable , of CONTRACTOR. If CONTRACTOR destroys the
28 PHI data , a certification of date and time of destruction shall be provided to the COUNTY
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1 by CONTRACTOR.
2 P . Disclaimer
3 COUNTY makes no warranty or representation that compliance by
4 CONTRACTOR with these provisions, the HITECH Act , HIPAA or the HIPAA regulations
5 will be adequate or satisfactory for CONTRACTOR's own purposes or that any
6 information in CONTRACTOR's possession or control , or transmitted or received by
7 CONTRACTOR , is or will be secure from unauthorized access , viewing , use , disclosure ,
8 or breach. CONTRACTOR is solely responsible for all decisions made by CONTRACTOR
9 regarding the safeguarding of PHI.
10 Ill
11 Q. Amendment
12 The parties acknowledge that Federal and State laws relating to e lectron ic
13 data security and privacy are rapidly evolving and that amendment of these p rovisions
14 may be required to provide for procedures to ensure compliance with such developments .
15 The parties specifically agree to take such action as is necessary to amend this
16 agreement in order to implement the standards and requirements of HIPAA, the HIPAA
17 regulations , the HITECH Act and other applicable laws relati ng to the security or privacy
18 of PHI. COUNTY may terminate this Agreement upon thirty (30) days written notice in the
19 event that CONTRACTOR does not enter into an amendment providing assurances
20 regarding the safeguarding of PHI that COUNTY in its sole discretion , deems sufficient to
21 satisfy the standards and requirements of HIPAA, the HIPAA regulations and the HITECH
22 Act.
23 R. No Third Party Beneficiaries
24 Nothing express or implied in the terms and conditions of these p rov is ions is
25 intended to confer, nor shall anything herein confer, upon any person other than COUNTY
26 or CONTRACTOR and their respective successors or assignees, any r ights , remed ies ,
27 obligations or liabilities whatsoever.
28 /II
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1 S. Interpretation
2 The terms and conditions in these provisions shall be interpreted as broadly as
3 necessary to implement and comply with HIPAA , the HIPAA regulations and applicable
4 State laws . The parties agree that any ambiguity in the terms and conditions of these
5 provisions shall be resolved in favor of a meaning that complies and is consistent w ith
6 HIPAA and the HIPAA regulations.
7 T . Regulatory References
8 A reference in the terms and conditions of these provisions to a section in the
9 HIPAA regulations means the section as in effect or as amended.
10 U . Survival
11 The respective rights and obligations of CONTRACTOR as stated in this
12 Section shall survive the termination or expiration of this Agreement.
13 V . No Waiver of Obligations
14 No change , waiver or discharge of any liability or obligation hereunder on any
15 one or more occasions shall be deemed a waiver of performance of any continuing or
16 other obligation , or shall prohibit enforcement of any obligation on any other occasion .
17 XVII. DISCLOSURE OF SELF-DEALING TRANSACTIONS
18 This provision is only applicable if the CONTRACTOR is operating as a corporation
19 (a for-profit or non -profit co rporation) or if during the term of this agreement, the CONTRACTOR
20 changes its status to operate as a corporation.
21 Members of the CONTRACTOR 's Board of Directors shall disclose any self-dealing
22 transactions that they are a party to while CONTRACTOR is provid ing goods or performing
23 services under th is agreement. A self-dealing transaction shall mean a transaction to which the
24 CONTRACTOR is a party and in which one or more of its directors has a material financial
25 interest. Members of the Board of Directors shall disclose any self-dealing transactions that they
26 are a party to by completing and signing a Self-Dealing Transaction Disclosure Form (Exhibit B),
27 attached hereto and incorporated herein by this reference , and submitting it to the COUNTY
28 prior to commencing w ith the self-dealing transaction or immediately thereafter.
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1 XVIII. ENTIRE AGREEMENT
2 This Agreement constitutes the entire agreement between the CONTRACTOR and
3 COUNTY with respect to the subject matter hereof and supersedes all previous Agreement
4 negotiations, proposals , commitments, writings, advertisements , publications , and understandings
5 of any nature whatsoever unless expressly included in this Agreement.
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IN WITNESS WHEREOF , the parties hereto have executed this Agreement
as of the day and year first hereinabove written .
CONTRACTOR
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Mailing Address
10 DATE:
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FOR ACCOUNTING USE ONLY:
Organization :
Fund/Subclass:
Accoun t:
Requisition :
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COUNTY OF FRESNO
~~~ Chairman , Board Supervisors
DATE:
ATIEST:
BERNICE E. SEIDEL , Clerk
Board of Supervisors
By ~ ~s_b~
Deputy
ECOMMENDED FOR APPROVAL
APPROVED AS TO ACCOUNTING FORM :
D FOR APPROVAL
EXHIBIT A-STATEMENT OF WORK
Page 1 of 3
Statement of Work
Fresno County JcatsDefender NG
Development
Canyon Solutions Inc.
info@canyonsolutions.com
40 N. Central Ave. Suite 1400
Phoenix, Arizona 85004
(480) 722-1213
(480) 722-1219 (fax)
Canyon Solutions Inc. 1 of 2
EXHIBIT A-STATEMENT OF WORK
Page 2 of 3
Project:
The Fresno County JcatsDefender system will be migrated to the JcatsDefender NG system,
originally designed and developed for the San Diego County Public Defender’s office.
Scope of Work:
Data Conversion
Status Bar: remove DA/CA #.
Staff Checkout: add entire module.
Caseload Management page: add column “Total Weight”.
Case Opening Task:
o People In Case page: add data elements “CDC #”, “CII #”, “CSH Patient #”
o Case Info page: add “JID #”, “Registration Fee Form”, “Early Dispo Case”
(checkbox), “Re-Filing”. Remove “REJIS #”, “Video Arraignment”, and “Prop
36 Calendar/Page #”. In the Hearing section, add columns “Judicial Officer”,
“Result”, and “Result Reason”.
Paper Case Opening:
o General Case Info section: add “Arresting Agency #”, “Hearing Result”,
“Result Reason”, “Sentence”, “Years”, “Months”, “Days”, “Attorney Fee Form”,
“Registration Fee Form”, “Special Case Type”. Remove “DA/CA #”.
o Charge section: add “17(b)” and “Outcome” for each charge.
Case Edit page: add data elements “Early Dispo Case”, “Re-Filing”, “Registration
Fee Form”. Add Copy Case section. Remove “Non-Appt Case” section.
Case Closure page: add data element “Attorney Fee Form”.
Search for Case page: remove “Appt/Non-Appt” dropdown criteria.
Search for Case Advanced:
o Add criteria “Case Outcome”, “Sentence”, “Case Created By”, “Case Closed By”.
o Remove criteria “Expense Tracking #”.
Main page:
o Created By section: add data display “Case Outcome”,
“Sentence/Disposition”, “Maximum Exposure”, JID #, Booking #.
o Other Cases section: add columns “Case Outcome”, “Sentence/Disposition”.
o People In Case section: add column “Language”.
General:
o Role Type Verbiage: update “Legal Assistant” to “Paralegal” throughout.
o Help pages: update where gap exists.
Report Gap:
o Add: Activity Log by Staff, Service Provider List, Compliance, Investigation
Statistics, Action Request by Requestor, Attorney Caseload Comparison,
Attorney Fee Form Summary, Attorney Reassignment, Attorney Registration
Fee Form Summary, Case Continuance Comparison, Case Summary – Year
and Month (by Case Type), Case Summary – Year and Month (by Court
Department), Conflict Summary – Year and Month (by Branch), Staff Hours,
Trial Summary.
o Modify: Case Labels, Attorney Case Assignment History, Case Summary by
Case Type, Trials Actual by Attorney.
Merge Document: all existing gaps.
Unit Testing: Data Conversion and all additions and modifications.
Production Implementation
Canyon Solutions Inc. 2 of 2
EXHIBIT A-STATEMENT OF WORK
Page 3 of 3
Project Completion Criteria:
The completion of the project will be based on Fresno County’s approval and final
acceptance of the project deliverables.
Training:
Training will consist of an initial 2 day train the trainer session, followed by additional
training sessions as needed.
Cost and Payment Terms:
The cost for this project are shown in the table below and the cost is not to exceed Twenty
Thousand and no/100 dollars ($20,000.00). Fresno County agrees to pay Canyon
Solutions, Inc. following receipt of detailed invoice, reflecting the actual work performed by
Canyon Solutions, Inc. and approved and accepted by a Fresno County authorized
representative.
Description Cost Comments
Professional Services $20,000 This is a one‐time fee for the work
itemized in the Scope of Work
section of this document.
Term/Schedule:
The project will start no later than 6/30/2016, and will be completed no later than
12/31/2016.
Performance:
Canyon Solutions, Inc. agrees to furnish all skill and labor of every description necessary to
carry out and complete in good, firm and substantial, workmanlike manner, the work
specified, in strict conformity with the specifications stated in the Scope of Work included
hereto and specifically incorporated herein by reference.
Change Request Procedure:
The parties acknowledge that the Statement of Work may be revised only when formally
agreed to in writing by both parties.
Statement of Work Acceptance:
Both Canyon Solutions, Inc. and Fresno County agree to the terms and conditions as set
forth in this Statement of Work.
EXHIBIT B
Page 1 of 2
SELF‐DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as “County”),
members of a contractor’s board of directors must disclose any self-dealing transactions that
they are a party to while providing goods, performing services, or both for the County. A self-
dealing transaction is defined below:
“A self-dealing transaction means a transaction to which the corporation is a party and in
which one or more of its board members has a material financial interest”
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1) Enter board member’s name, job title (if applicable), and date this disclosure is being
made.
(2) Enter the board member’s company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to
the County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the
transaction; and
b. The nature of the material financial interest in the Corporation’s transaction that
the board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5) Form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
EXHIBIT B
Page 2 of 2
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self‐dealing transaction you are a party to):
(4) Explain why this self‐dealing transaction is consistent with the requirements of Corporations Code 5233 (a):
(5) Authorized Signature
Signature: Date: