HomeMy WebLinkAboutAgreement A-21-261 with Aeon Nexus Corporation.pdf-1-
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A G R E E M E N T
THIS AGREEMENT (“Agreement”) is made and entered into this day of ,
2021 (“Effective Date”), by and between the COUNTY OF FRESNO, a political subdivision of the state of
California ("COUNTY"), and Aeon Nexus Corporation, a Virginia corporation, whose address is 138 State
Street, Albany, NY 12207 ("CONTRACTOR").
W I T N E S S E T H:
WHEREAS, COUNTY desires to purchase software license, installation, training, data conversion,
and software maintenance of JusticeNexus, a legal case and document management software solution,
from CONTRACTOR as set forth in the COUNTY’s Request for Proposal (RFP) No. 21-004, dated August
26, 2020;
WHEREAS, CONTRACTOR is willing and able to provide the above-described services as
requested by COUNTY, and subject to the terms and conditions of this Agreement; and
WHEREAS, COUNTY and CONTRACTOR desire to execute this Agreement for the purchase of
the right to use the software license, and maintenance and support of the JusticeNexus software.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
contained, the parties hereto agree as follows:
1.DEFINITIONS:
The following terms are defined as follows for purposes of this Agreement:
Acceptance Criteria means the performance and operating specifications that the System must
meet at a minimum, as set out or referred to in this Agreement.
Acceptance Test means the process of testing a specific function or functions to determine if the
operation or operations are as stated in this Agreement.
Change Control Process means the process used by the Information Technology Services
Division of COUNTY’s Internal Services Department (“ISD”) to inform COUNTY staff of new or updated
production use systems.
County System Hardware means the central processing units owned or leased by COUNTY on
which COUNTY is licensed to use the System Software, any back-up equipment for such central
13th July
Agreement No. 21-261
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processing units, and any peripheral hardware such as terminals, printers, and personal computers.
COUNTY System Software means the operating system and database software installed on the
COUNTY System Hardware.
Final System Acceptance means indexing services are completed, the JusticeNexus software
has been installed and tested, and the JusticeNexus software performs all functions in accordance with
its specifications, and the COUNTY has delivered to CONTRACTOR a written notice of acceptance.
First Production Use is the date of first use of the system in a production environment. For
purposes of this Agreement, production environment means the JusticeNexus software with the
COUNTY data is incorporated and ready for use.
License is the license granted under Section 2(A) of this Agreement, and the rights and
obligations that it creates under the laws of the United States of America and the State of California,
including without limitation, copyright and intellectual property law.
System refers to the System Software and System Documentation, collectively, including all
modifications and enhancements.
System Documentation means the documentation relating to the System Software, including all
manuals, reports, brochures, sample runs, specifications, and other materials provided by
CONTRACTOR in connection with the System Software.
System Software is the JusticeNexus computer software provided by CONTRACTOR for a legal
case and document management solution. System Software does not include operating system
software, or any other third-party software.
System Software Maintenance and Support means support provided for JusticeNexus in case of
errors, mistakes, or other technical difficulties.
2.OBLIGATIONS OF THE CONTRACTOR
A.SOFTWARE LICENSE
I.GRANT OF LICENSE
CONTRACTOR grants to COUNTY, and COUNTY accepts a non-exclusive, non-
transferable, perpetual License to use JusticeNexus that is subject to the terms and conditions set
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forth in this Agreement. This perpetual License shall expressly survive termination of this
Agreement.
II.SCOPE OF LICENSE
The License granted under this Agreement shall consist solely of the non-exclusive, non-
transferable right of COUNTY to operate the System Software.
III.OWNERSHIP
The parties acknowledge and agree that, as between CONTRACTOR and COUNTY, title
and full ownership of all rights in and to the System Software, System 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 System
Software and System Documentation. CONTRACTOR retains ownership of all copies. COUNTY
may not disclose or make available to third parties the System Software or System 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
System Software and System 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 System, are the exclusive property of COUNTY.
IV.POSSESSION, USE, AND UPDATE OF SOFTWARE
COUNTY shall use the System Software only for its own internal purposes.
CONTRACTOR may, at reasonable times, inspect COUNTY’s premises and equipment to verify that
COUNTY is observing all of the terms and conditions of this License. CONTRACTOR may create,
from time to time, updated versions of the System Software and System Documentation, and
CONTRACTOR shall make such System Updates available to COUNTY. COUNTY agrees to follow
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the prescribed instructions for updating System Software and System Documentation provided to
COUNTY by CONTRACTOR.
V. TRANSFER OF SOFTWARE
COUNTY shall not rent, lease, license, distribute, sell, transfer, or assign this License, the
System Software, or the System Documentation, 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 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.
VI. 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 to be 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 System Software. For purposes of this Section,
the term “maintenance and support” means correction of System Software errors, and preparation of
System Software modifications and enhancements. If COUNTY creates computer code in the
process of enhancing the System 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
System 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
System Software in this Agreement. Any enhancements that are the result of the County’s creation
of new computer code shall not be considered in scope of maintenance and support provided by
CONTRACTOR.
VII. 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 System Software or the
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System Documentation in any way; (ii) modify or make derivative works based upon the System
Software or the System Documentation; (iii) create Internet “links” to the System Software or “frame”
or “mirror” any System Documentation on any other server or wireless or Internet-based device; (iv)
send spam or otherwise duplicative or unsolicited messages in violation of applicable law; (v) send
or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material,
including material harmful to children or violative of third party privacy rights; (iv) send or store
material containing software viruses, worms, Trojan horses, or other harmful computer code, files,
scripts, agents or programs; (vii) interfere with or disrupt the integrity or performance of the System
Software or the data contained therein, including but not limited to COUNTY Data; (viii) attempt to
gain unauthorized access to the System Software or its related systems or networks; (ix) reverse -
engineer or access the System Software in order to (a) build a competitive product or service, (b)
build a product using similar ideas, features, functions or graphics of the System Software, or (c)
copy any ideas, features, functions or graphics of the System Software.
VIII.INTELLECTUAL PROPERTY, TRADEMARK, AND COPYRIGHT
a.CONTRACTOR Intellectual Property
CONTRACTOR retains ownership of all CONTRACTOR Intellectual Property that
CONTRACTOR delivers to COUNTY pursuant to the Services performed under this Agreement.
CONTRACTOR grants COUNTY a non-transferable license to CONTRACTOR Intellectual
Property that is non-exclusive, irrevocable, royalty-free, world-wide license to use, copy, display,
distribute, transmit and prepare derivative works of CONTRACTOR Intellectual Property
employed in the Work Product.
b.Work Product
Work Product, including COUNTY Data, derivative works and compilations, and
whether or not such Work Product is considered a “work made for hire,” is the exclusive property
of COUNTY. The parties agree that all Work Product is “work made for hire” of which COUNTY
is the author, within the meaning of the United States Copyright Act. If for any reason the Work
Product is not “work made for hire,” CONTRACTOR hereby irrevocably assigns to COUNTY any
and all of its rights, title, and interest in all Work Product delivered under this Agreement,
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whether arising from copyright, patent, trademark, trade secret, or any other state or federal
intellectual property law or doctrine. Upon COUNTY’s reasonable request, CONTRACTOR shall
execute such further documents and instruments to fully vest such rights in COUNTY.
CONTRACTOR waives any and all rights relating to Work Product created pursuant to this
Contract, including without limitation any and all rights arising under 17 USC 106A or any other
rights of identification of authorship or rights of approval, restriction, or limitation on use or
subsequent modifications.
c.Third Party Intellectual Property
CONTRACTOR shall secure on COUNTY’s behalf, in the name of COUNTY and
subject to COUNTY’s approval, a license to Third Party Intellectual Property provided to
COUNTY by CONTRACTOR during the term of the Agreement necessary for CONTRACTOR to
deliver Contract Services and Deliverables. Licenses for Third Party Intellectual Property are set
forth in Exhibit C, attached and incorporated by this reference, and will be deemed to include any
additional licenses for Third Party Intellectual Property approved by COUNTY.
d.Open Source Elements
Any open source materials in the System for which COUNTY may be subject to a
license must be approved in advance and in writing by COUNTY. If CONTRACTOR desires to
include open source materials, CONTRACTOR shall:
i.Notify COUNTY in writing that the System contains open source materials,
ii.Identify the specific portion of the System that contain open source materials,
and
iii.Provide a copy of the applicable license for each open source item to
COUNTY.
e.COUNTY Intellectual Property
COUNTY owns all COUNTY Intellectual Property, including COUNTY Data and
background information provided to or collected by CONTRACTOR pursuant to this Agreement.
COUNTY grants CONTRACTOR a non-exclusive, royalty-free, world-wide license to use, copy,
display, distribute, transmit and prepare derivative works of COUNTY Intellectual Property,
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COUNTY Data and background information, and Work Product only to fulfill the purposes of this
Agreement. COUNTY’s license to CONTRACTOR is limited by the term of the Agreement and
the confidentiality obligations of this Agreement
f.No Rights
Except as expressly set forth in this Agreement, nothing in this Agreement may be
construed as granting to or conferring upon CONTRACTOR any right, title, or interest in any
intellectual property that is now owned or subsequently owned by COUNTY. Except as
expressly set forth in this Agreement, nothing in this Agreement may be construed as granting to
or conferring upon COUNTY any right, title, or interest in any CONTRACTOR Intellectual
Property that is now owned or subsequently owned by CONTRACTOR
g.No Rights in Marks
Neither party grants the other the right to use its trademarks, trade names, service
marks or other designations in any promotion or publication without prior written consent. Each
party grants only the licenses and rights specified in this Agreement.
h.Competing Services
Subject to the provisions of this Section 2(VIII)(h), and CONTRACTOR’s
obligations with respect to Confidential Information, nothing in this Agreement precludes or limits
in any way the right of CONTRACTOR to:
(i)provide services similar to those contemplated in this Agreement, or, consulting or
other services of any kind or nature whatsoever to any individual or entity as
CONTRACTOR in its sole discretion deems appropriate, or
(ii)develop for CONTRACTOR or for others, deliverables or other materials that are
competitive with those produced as a result of the Services provided hereunder,
irrespective of their similarity to the Deliverables.
Each party is free to utilize any concepts, processes, know-how, techniques,
improvements, or other methods it may develop during the course of performance under this
Agreement free of any use restriction or payment obligation to the other.
B.SERVICES TO BE PROVIDED BY CONTRACTOR TO COUNTY
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I.DOCUMENTATION
CONTRACTOR shall provide to COUNTY the JusticeNexus System Documentation,
which shall consist of electronic media files. The electronic media files must be printable using PC
software normally available at COUNTY. CONTRACTOR shall provide new System Documentation
corresponding to all new Software Upgrades. COUNTY may print additional copies of all
documentation. COUNTY shall only use System Documentation for the purposes identified within
this Agreement.
II.SYSTEM MAINTENANCE AND SUPPORT BY CONTRACTOR
System maintenance and support includes System Updates as they are released by
CONTRACTOR. The first day of production use will be identified by COUNTY and communicated to
CONTRACTOR. CONTRACTOR will support day-to-day operation of the System as follows:
III.SUPPORT HOURS/SCOPE
Provide unlimited technical assistance by web portal during normal coverage hours (7:30
a.m. to 5:00 p.m. Pacific Standard Time (PST), Monday through Friday, except CONTRACTOR
and COUNTY holidays), telephone assistance in tandem with a ticket logged to CONTRACTOR
support portal for tracking purposes to keep the System in, or restored to, normal operating
condition. The object of this support will be to answer specific questions related to the System
Software and the application thereof. Support provided under this Agreement does not include
training of new personnel (after initial staff is trained), operation of hardware, or solving other
hardware/software problems unrelated to the System Software.
IV.SUPPORT RESPONSE
During the term of this Agreement, CONTRACTOR will (a) correct any error or
malfunctions in the System as supplied by CONTRACTOR, which prevents it from operating in
conformance with the specifications set forth in this Agreement, or (b) provide a commercially
reasonable alternative that will conform to the specifications set forth in this Agreement.
If analysis by CONTRACTOR indicates a reported problem is caused by a reproducible
error or malfunction in the then-current release of the System Software as supplied and
maintained by CONTRACTOR, that significantly impacts effective use of the System by
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COUNTY, CONTRACTOR will, if the System is inoperable, as reported by COUNTY, provide
continuous effort to correct the error or to resolve the problem by providing a circumvention.
In such cases, CONTRACTOR will provide COUNTY with corrective information, such as
corrective documentation and/or program code. CONTRACTOR will respond to COUNTY's
service request no later than four (4) business hours from the time a call has been received by
CONTRACTOR. In the event that a person with the necessary expertise is not available when
the call is received, CONTRACTOR will respond to the service request no later than within one
(1) business day.
V.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 System 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 have five (5) days to determine if any actual software error
exist and, if so, endeavor to correct such software errors. At CONTRACTOR’s request, additional
time to solve difficult problems will not be unreasonably withheld. Within fifteen (15) days of
correction, COUNTY shall retest the System Software and report any other software errors.
VI.TECHNICAL INFORMATION
CONTRACTOR shall provide technical information to COUNTY as necessary and
helpful. Such information may cover areas such as JusticeNexus usage, third party software,
and other matters considered relevant to COUNTY by CONTRACTOR. Technical information will
be provided at the discretion of CONTRACTOR, but will not be unreasonably withheld.
C.ADDITIONAL SYSTEM MAINTENANCE SERVICES BY CONTRACTOR
CONTRACTOR may provide additional maintenance services (“Additional Maintenance and
Support Services” or “Additional Maintenance Services”) at an additional charge. Charges will be as
identified in Section 6 of this Agreement, or, if not included in this Agreement, charges will be at current
prices in effect at the time goods or services are provided. Any Additional Maintenance and Support
Services requested by COUNTY and determined by CONTRACTOR to be billable by CONTRACTOR
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must be identified as a chargeable service prior to the service being performed, and must be approved
in writing in advance by COUNTY’s Contract Administrator. Additional Maintenance Services include,
but are not limited to, the following:
I. ADDITIONAL TRAINING
A specific amount of training is designated in this Agreement. Additional training at a
COUNTY facility is available upon request by COUNTY at an additional charge under the terms
of this Agreement. Requests for additional training will be reviewed by CONTRACTOR, and must
be requested in writing in advance by COUNTY’s Contract Administrator. Charges will be at
rates identified in this Agreement.
II. DATA AND SYSTEM CORRECTIONS
Data and System Corrections include any corrective actions accomplished by
CONTRACTOR which are necessary due to COUNTY errors or unauthorized source code or
data access by COUNTY. Unauthorized access to the data is defined as any COUNTY editing of
data through other than normal system usage, as defined in System Documentation.
Unauthorized access to source code is defined as any COUNTY access whatsoever to system
source code. Services provided by CONTRACTOR are not billable when they result from errors
caused by JusticeNexus or instruction provided by CONTRACTOR.
III. CUSTOMER SITE VISITS
Site visits to COUNTY sites, as may be requested in writing by COUNTY, and which are
within the scope of the project services, are available for reasons including, but not limited to,
additional system training on hardware or software usage.
Due to health concerns related to COVID-19, site visits will be agreed to in writing by both
COUNTY and CONTRACTOR prior to CONTRACTOR resources scheduling onsite visits.
When practical, work will be performed remotely, without the need for CONTRACTOR
personnel to be onsite at COUNTY. CONTRACTOR shall review site visits outside of the scope
of project services, which COUNTY’s Contract Administrator must request in writing in advance.
Charges will be at rates identified in this Agreement.
IV. CUSTOM PROGRAMMING
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Requests for supplemental programming or customization of system features not covered
under this Agreement are available to COUNTY. CONTRACTOR will review such requests,
which must be requested in writing in advance by the COUNTY’s Contract Administrator.
Charges will be at rates identified in this Agreement.
D.CONTRACTOR PROJECT COORDINATOR
Upon execution of this Agreement, CONTRACTOR shall appoint a Project Coordinator, who will
act as the primary contact person to interface with COUNTY for implementation, maintenance, and
support of JusticeNexus.
E.SYSTEM UPDATES AND NEW PRODUCTS
I.SYSTEM UPDATES
From time to time, CONTRACTOR may develop and provide System Updates to
COUNTY for the COUNTY’S licensed CONTRACTOR software.
II.NEW PRODUCTS
CONTRACTOR may from time to time release new software with capabilities
substantially different from or greater than the System Software ("New Products"), and which
therefore do not constitute System Updates. These New Products will be made available to
COUNTY at a cost not to exceed CONTRACTOR’s then-standard rates for customers similarly
situated.
F.OPERATING SYSTEM UPDATES
The application must run on an operating system (O/S) that is consistently and currently
supported by the operating system vendor. Applications under maintenance shall always be within one
(1)year of current in regard to the O/S. Outdated or unsupported O/S will not be implemented on the
production network.
COUNTY will apply patches to both the operating system, and non-critical security subsystems,
as releases are available from operating system vendors. The application shall perform in this
environment. These patches include critical O/S updates and security patches.
G.ANTI-VIRUS MANAGEMENT
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COUNTY shall actively run anti-virus management, where appropriate, on all devices accessing
JusticeNexus. The application shall perform adequately while anti-virus management is active.
H.ADHERE TO CHANGE CONTROL PROCESS
CONTRACTOR must adhere to COUNTY’s Change Control Process, which shall be provided to
CONTRACTOR in writing. COUNTY employs a procedure to implement updates, upgrades, and version
releases to a system that is in production use. This forum allows ISD to inform staff (Help Desk,
Network, Server, Database, Security, and Analysts) of upcoming changes to a production system.
I.OTHER
Unless otherwise specified, for third-party software, CONTRACTOR shall provide standard
documentation in electronic form (via the Internet or File Transfer Protocol (FTP)).
The System runs in a Web environment. As such, the performance of the System is directly
related to, among other things: available network bandwidth, and the performance of other applications.
For this reason, CONTRACTOR makes no guarantees as to System response time.
J.DATA SECURITY
CONTRACTOR shall comply with all obligations in Exhibit A “Data Security”, attached and
incorporated by this reference.
3.OBLIGATIONS OF COUNTY
A.COUNTY CONTRACT ADMINISTRATOR
COUNTY hereby appoints the Director of Internal Services/Chief Information Officer (ISD
Director/CIO), or his or her designee, as COUNTY's Contract Administrator with full authority to deal
with CONTRACTOR in the administration of this Agreement.
B.SYSTEM HARDWARE AND SYSTEM SOFTWARE
COUNTY will, at its own expense, provide and properly maintain and update on an ongoing
basis all necessary hardware required to operate the System Software. COUNTY’s hardware shall meet
or exceed CONTRACTOR’s recommendations, as provided in the System Documentation.
C.OTHER COUNTY OBLIGATIONS
1)COUNTY’s ISD staff will provide technical assistance to CONTRACTOR during the installation of
the System Software. In particular, COUNTY will provide:
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a)Network connectivity and troubleshooting assistance;
b)Ability for COUNTY staff to monitor network traffic and isolate bottlenecks;
c)Technical assistance concerning the integration with existing COUNTY systems (if
applicable);
d)Access to systems with which JusticeNexus will need to interface, including legacy systems,
as well as third-party systems,
e)Technical assistance concerning the migration of data from existing legacy COUNTY
systems (if applicable); and
f)Expertise to handle issues with COUNTY PCs, printers, and cabling before, during, and after
First Production Use.
D.As JusticeNexus is built on the Microsoft Power Platform, ongoing licensure to access the
solution is provided by Microsoft. Licensing for the solution is accomplished by purchasing Microsoft
Power Platform licenses that have an annual cost and are purchased through an Enterprise Agreement
(EA) through the COUNTY’s Licensed Solution Provider (LSP).
Licenses are allocated by Microsoft to named COUNTY individuals, meaning that each license
used to gain access to JusticeNexus is assigned to a specific individual at the COUNTY. License pricing
is annual, based per user, and typically has volume discounting, usually for three (3) years at a time.
With the proposed hosting model, the COUNTY’s data is stored in the Microsoft Azure
Government Community Cloud; the COUNTY owns the relationship with Microsoft directly. Under this
model, the COUNTY licenses the tenant environment and data storage for JusticeNexus directly from
Microsoft. The COUNTY will also license Microsoft Office, Microsoft SharePoint for document and digital
asset storage, retrieval and collaboration, and Microsoft Power BI for business intelligence reports.
4.TERM
The term of this Agreement shall be for a period of three (3) years, commencing on the Effective
Date through and including the last day of the three-year period. This Agreement may be extended for two
(2) additional consecutive twelve (12) month periods upon written approval of both parties no later than
thirty (30) days prior to the first day of the next twelve (12) month extension period. The ISD Director/CIO
or his or her designee is authorized to execute such written approval on behalf of COUNTY based on
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CONTRACTOR’S satisfactory performance.
5.TERMINATION
A.Non-Allocation of Funds – The terms of this Agreement, and the services to be provided
hereunder, are contingent on the approval of funds by the appropriating government agency. Should
sufficient funds not be allocated, the services provided may be modified, or this Agreement terminated,
at any time without penalty by giving the CONTRACTOR thirty (30) days advance written notice.
B.Breach of Contract – The COUNTY may immediately suspend or terminate this Agreement in
whole or in part, where in the determination of the COUNTY there is:
1)An illegal or improper use of funds;
2)A failure to comply with any term of this Agreement;
3)A substantially incorrect or incomplete report submitted to the COUNTY;
4)Improperly performed service.
In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any breach
of this Agreement or any default which may then exist on the part of the CONTRACTOR. Neither shall such
payment impair or prejudice any remedy available to the COUNTY with respect to the breach or default.
The COUNTY shall have the right to demand of the CONTRACTOR the repayment to the COUNTY of any
funds disbursed to the CONTRACTOR under this Agreement, which in the judgment of the COUNTY were
not expended in accordance with the terms of this Agreement. The CONTRACTOR shall promptly refund
any such funds upon demand.
C.Without Cause – Under circumstances other than those set forth above, this Agreement may be
terminated by COUNTY by giving thirty (30) days advance written notice of an intention to
terminate to CONTRACTOR.
6.COMPENSATION/INVOICING: COUNTY agrees to pay CONTRACTOR, and
CONTRACTOR agrees to receive compensation, as follows:
CONTRACTOR’s pricing model includes a one-time implementation component to deliver and
configure the proposed JusticeNexus solution for the COUNTY. CONTRACTOR will invoice COUNTY
after the completion of each milestone, and after receiving written acceptance of the deliverables
associated with each milestone.
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Phase Description Compensation
Project Kickoff Due to COVID-19 restrictions, during kickoff, CONTRACTOR
will meet remotely via Microsoft Teams with the COUNTY
team to define project roles and responsibilities, and to
agree upon the frequency and type(s) of meetings and
project communication. Establishing consistent
communication with the proper individuals and teams at
CONTRACTOR and the COUNTY will ensure that timelines
and expectations are met. Additionally, COUNTY and
CONTRACTOR teams will review the Statement of Work
(SOW) to ensure that the scope is clearly defined.
$5,200.00
Discovery During Discovery, CONTRACTOR team will work with
COUNTY user groups to document the “as-is” processes
(workflows), templates, forms and reports, and
document any additional requirements outlined in the
SOW. CONTRACTOR resources will meet via Microsoft Teams
with COUNTY subject matter experts (SMEs) to document
requirements, creating detailed technical and functional
specification documentation that will be agreed upon and
signed off on by both parties.
Simultaneously, CONTRACTOR’s technical team will work with
the COUNTY to establish, configure, test and deploy the
Production, Development and Test environments.
$182,000.00
Configuration/
Build
During the Configuration/Build phase, CONTRACTOR team
will configure JusticeNexus to meet the requirements
outlined in the Discovery phase, as defined and agreed to by
the COUNTY. All forms, templates, workflows and reports will
be created during this milestone.
$427,000.00
Migration CONTRACTOR team will work with COUNTY team currently
responsible for legacy systems, to capture, validate and
migrate existing legacy data, documents and other digital
assets to the JusticeNexus solution.
$104,000.00
User
Acceptance
Testing (UAT)
During UAT, a group of end users will be selected by the
COUNTY (typically “super users”) and will proceed through
test scripts to ensure the JusticeNexus solution is operating as
described in the Acceptance Criteria. Any errors or issues are
resolved through an iterative process until no errors are
documented.
$52,000.00
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Training (15-
day training
period)
Due to COVID-19 restrictions, training will be conducted
remotely via Microsoft Teams by CONTRACTOR. Training is
provided to all COUNTY JusticeNexus users.
$57,750.00
Go-Live During this two (2)-day event, the JusticeNexus system will go
live and become the new system of record.
$8,600.00
Post-Go-Live
Support
During the twenty (20) days following Go-Live, CONTRACTOR
staff will support the COUNTY with any system issues while
they are getting used to the new system.
$43,500.00
Aeon Nexus Annual Support (Year 1) $40,506.90
Aquaforest Searchlight third-party software to provide Optical Character
Recognition (OCR) (Year 1)
$2,997.00
Aeon Nexus Annual Support (Year 2) $70,404.00
Aquaforest Searchlight third-party software to provide Optical Character
Recognition (OCR) (Year 2)
$2,997.00
Aeon Nexus Annual Support (Year 3) $70,404.00
Aquaforest Searchlight third-party software to provide Optical Character
Recognition (OCR) (Year 3)
$2,997.00
Aeon Nexus Annual Support (Option Year 4) $70,404.00
Aquaforest Searchlight third-party software to provide Optical Character
Recognition (OCR) (Option Year 4)
$2,997.00
Aeon Nexus Annual Support (Option Year 5) $70,404.00
Aquaforest Searchlight third-party software to provide Optical Character
Recognition (OCR) (Option Year 5)
$2,997.00
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Additional Products and/or Services $182,842.10
TOTAL $1,400,000.00
CONTRACTOR shall submit monthly invoices referencing the provided Agreement number, either
electronically or via mail, in triplicate to the County of Fresno, Public Defender’s Office, 2135 Fresno St.,
Ste 100, Fresno, CA 93721 (pdinvoices@fresnocountyca.gov). COUNTY shall pay CONTRACTOR
within forty-five (45) days of receipt of an approved invoice. COUNTY shall remit payment to
CONTRACTOR’s address specified in the approved invoice.
In no event shall compensation paid for services performed under this Agreement exceed
$1,400,000.00. It is understood that all expenses incidental to CONTRACTOR's performance of services
under this Agreement shall be borne solely by CONTRACTOR.
7.INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations
assumed by CONTRACTOR under this Agreement, it is mutually understood and agreed that
CONTRACTOR, including any and all of the CONTRACTOR'S officers, agents, and employees will at all
times be acting and performing as an independent contractor, and shall act in an independent capacity
and not as an officer, agent, servant, employee, joint venturer, partner, or associate of the COUNTY.
Furthermore, COUNTY shall have no right to control or supervise or direct the manner or method by
which CONTRACTOR shall perform its work and function. However, COUNTY shall retain the right to
administer this Agreement so as to verify that CONTRACTOR is performing its obligations in
accordance with the terms and conditions thereof.
CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and
regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof.
Because of its status as an independent contractor, CONTRACTOR shall have absolutely no right
to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be solely liable
and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In
addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from all matters relating
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to payment of CONTRACTOR'S employees, including compliance with Social Security withholding and all
other regulations governing such matters. It is acknowledged that during the term of this Agreement,
CONTRACTOR may be providing services to others unrelated to the COUNTY or to this Agreement.
8.MODIFICATION: Any matters of this Agreement may be modified from time to time by
the written consent of all the parties without, in any way, affecting the remainder.
9.NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement
nor their rights or duties under this Agreement without the prior written consent of the other party.
10.HOLD HARMLESS: CONTRACTOR agrees to indemnify, save, hold harmless, and at
COUNTY's request, defend the COUNTY, its officers, agents, and employees from any and all costs
and expenses (including attorney’s fees and costs), damages, liabilities, claims, and losses occurring or
resulting to COUNTY in connection with the performance, or failure to perform, by CONTRACTOR, its
officers, agents, or employees under this Agreement, and from any and all costs and expenses
(including attorney’s fees and costs), damages, liabilities, claims, and losses occurring or resulting to
any person, firm, or corporation who may be injured or damaged by the performance, or failure to
perform, of CONTRACTOR, its officers, agents, or employees under this Agreement.
The provisions of this Section 10 survive the termination of this Agreement.
11.INSURANCE
A.Required Policies
Without limiting the COUNTY’s right to obtain indemnification from CONTRACTOR or any third
parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect the following insurance
policies throughout the term of the Agreement:
1.Commercial General Liability. Commercial general liability insurance with limits of not less
than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of Four Million
Dollars ($4,000,000). This policy shall be issued on a per occurrence basis. COUNTY may require
specific coverages including completed operations, products liability, contractual liability, Explosion-
Collapse-Underground, fire legal liability, or any other liability insurance deemed necessary because
of the nature of this contract.
In the event the CONTRACTOR purchases an Umbrella or Excess insurance policy(ies) to
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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 COUNTY, its
officers, officials, employees, agents, and volunteers.
2.Automobile Liability. Automobile liability insurance with limits of not less than One Million
Dollars ($1,000,000) per occurrence for bodily injury and for property damages. Coverage must
include any auto used in connection with this Agreement.
3.Workers Compensation. Workers compensation insurance as required by the California
Labor Code.
4.Cyber Liability. Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence
or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and
obligations as is undertaken by CONTRACTOR 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 and penalties as well as credit monitoring expenses with
limits sufficient to respond to these obligations.
5.Technology Professional Liability (Errors and Omissions). Technology professional liability
(errors and omissions) insurance with limits of not less than Two Million Dollars ($2,000,000) per
occurrence. Coverage must encompass all of the Contractor’s obligations under this Agreement,
including but not limited to claims involving Cyber Risks.
Definition of Cyber Risks. “Cyber Risks” include but are not limited to (i) Security Breaches, which
may include Disclosure of Personal Information to an Unauthorized Third Party; (ii) breach of any of
CONTRACTOR’s obligations under Exhibit A to this Agreement, “Data Security”; (iii) infringement of
intellectual property, including but not limited to infringement of copyright, trademark, and trade
dress; (iv) invasion of privacy, including release of private information; (v) information theft; (vi)
damage to or destruction or alteration of electronic information; (vii) extortion related to
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CONTRACTOR’s obligations under this Agreement regarding electronic information, including
Personal Information; (viii) network security; (ix) data breach response costs, including Security
Breach response costs; (x) regulatory fines and penalties related to CONTRACTOR’s obligations
under this Agreement regarding electronic information, including Personal Information; and (xi)
credit monitoring expenses. Capitalized terms in this paragraph have the meaning given to them in
Exhibit A, “Data Security.”
B.Additional Requirements Relating to Insurance
1.Verification of Coverage. Within thirty (30) days after CONTRACTOR signs this Agreement,
CONTRACTOR shall deliver, or cause its broker or producer to deliver, to the ISD Business Office
at 333 W. Pontiac Way, Clovis, CA 93612, or at ISDBusinessOffice@fresnocountyca.gov copies of
insurance policies as produced by the broker or producer, and certificates of insurance and
endorsements for all of the coverages required under this Agreement.
a.All insurance certificates must state that: (1) the insurance coverage has been
obtained and is in full force; (2) COUNTY, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3)
CONTRACTOR has waived its right to recover from COUNTY, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy required
by this Agreement and that waiver does not invalidate the insurance policy.
b.The commercial general liability insurance certificate must also state that: (1) the
County of Fresno, its officers, agents, employees, and volunteers, individually and
collectively, are additional insureds insofar as the operations under this Agreement
are concerned; (2) the coverage shall apply as primary insurance and any other
insurance, or self-insurance, maintained by COUNTY shall be excess only and not
contributing with insurance provided under CONTRACTOR’s policy.
c.The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
2.Acceptability of Insurers. All insurance policies required under this Agreement must
be issued by admitted insurers licensed to do business in the State of California and possessing
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at all times during the term of this Agreement an A.M. Best, Inc. rating of A:VII or greater.
3.Notice of Cancellation of Coverage. For each insurance policy required under this
Agreement, CONTRACTOR shall provide to COUNTY, or ensure that the policy requires the
insurer to provide to COUNTY, written notice of any cancellation or change in the policy as
required in this paragraph. For cancellation of the policy for nonpayment of premium,
CONTRACTOR shall, or shall cause the insurer to, provide written notice to COUNTY not less
than 10 days in advance of cancellation. For cancellation of the policy for any other reason, and
for any other change to the policy, CONTRACTOR shall, or shall cause the insurer to, provide
written notice to COUNTY not less than 30 days in advance of cancellation or change.
COUNTY in its sole discretion may determine that the failure of CONTRACTOR or its insurer to
timely provide a written notice required by this paragraph is a breach of this Agreement.
4.COUNTY’s Entitlement to Greater Coverage. If CONTRACTOR has or obtains
insurance with broader coverage, higher limits, or both, than what is required under this
Agreement, then COUNTY requires and is entitled to the broader coverage, higher limits, or
both. To that end, CONTRACTOR shall deliver, or cause its broker or producer to deliver, to the
COUNTY’s Risk Manager copies of insurance policies that have such broader coverage, higher
limits, or both, as produced by the broker or producer, and certificates of insurance and
endorsements for all of the coverages that have such broader coverage, higher limits, or both,
as required under this Agreement.
5.Waiver of Subrogation. CONTRACTOR waives its right to recover from COUNTY,
its officers, agents, employees, and volunteers any amounts paid under the policy of worker’s
compensation insurance required by this Agreement. CONTRACTOR is solely responsible to
obtain any policy endorsement that may be necessary to accomplish that waiver, but
CONTRACTOR’s waiver of subrogation under this paragraph is effective whether or not
CONTRACTOR obtains such an endorsement.
6.County’s Remedy for Contractor’s Failure to Maintain. If CONTRACTOR fails to
keep in effect at all times any insurance coverage required under this Agreement, COUNTY
may, in addition to any other remedies it may have, suspend or terminate this Agreement upon
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the occurrence of that failure.
12.AUDITS AND INSPECTIONS: The CONTRACTOR shall at any time during business
hours, and as often as the COUNTY may deem necessary, make available to the COUNTY for
examination all of its records and data with respect to the matters covered by this Agreement. The
CONTRACTOR shall, upon request by the COUNTY, permit the COUNTY to audit and inspect all of
such records and data necessary to ensure CONTRACTOR'S compliance with the terms of this
Agreement.
If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be subject to
the examination and audit of the California State Auditor for a period of three (3) years after final payment
under contract (Government Code Section 8546.7).
13.NOTICES: The persons and their addresses having authority to give and receive notices
under this Agreement include the following:
COUNTY CONTRACTOR
COUNTY OF FRESNO Aeon Nexus Corporation Director of Internal Services/CIO Dennis Blaine, Managing Director 333 W. Pontiac Way 138 State Street Clovis, CA 93612 Albany, NY 12207
ISDContracts@FresnoCountyCA.gov dennisblaine@aeonnexus.com
All notices between the COUNTY and CONTRACTOR provided for or permitted under this
Agreement must be in writing and delivered either by personal service, by first-class United States mail, by
email to the address listed above, or by an overnight commercial courier service. A notice delivered by
personal service is effective upon service to the recipient. A notice delivered by first-class United States
mail is effective three COUNTY business days after deposit in the United States mail, postage prepaid,
addressed to the recipient. A notice delivered by an overnight commercial courier service is effective one
COUNTY business day after deposit with the overnight commercial courier service, delivery fees prepaid,
with delivery instructions given for next day delivery, addressed to the recipient. A notice delivered by email
is effective when transmission to the recipient is completed (but, if such transmission is completed outside
of COUNTY business hours, then such delivery shall be deemed to be effective at the next beginning of a
COUNTY business day), provided that the sender maintains a machine record of the completed
transmission. For all claims arising out of or related to this Agreement, nothing in this section establishes,
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waives, or modifies any claims presentation requirements or procedures provided by law, including but not
limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code, beginning with
section 810).
14.VENUE AND GOVERNING LAW: Venue for any action arising out of or related to this
Agreement shall only be in Fresno County, California.
The rights and obligations of the parties and all interpretation and performance of this Agreement
shall be governed in all respects by the laws of the State of California.
15.DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if the CONTRACTOR is operating as a corporation (a for-profit
or non-profit corporation) or if during the term of the agreement, the CONTRACTOR changes its status
to operate as a corporation.
Members of the CONTRACTOR’s Board of Directors shall disclose any self-dealing transactions
that they are a party to while CONTRACTOR is providing goods or performing services under this
agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR is a party
and in which one or more of its directors has a material financial interest. Members of the Board of
Directors shall disclose any self-dealing transactions that they are a party to by completing and signing a
Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit B and incorporated herein by
reference, and submitting it to the COUNTY prior to commencing with the self-dealing transaction or
immediately thereafter.
16.ELECTRONIC SIGNATURES. The parties agree that this Agreement may be executed
by electronic signature as provided in this section. An “electronic signature” means any symbol or
process intended by an individual signing this Agreement to represent their signature, including but not
limited to (1) a digital signature; (2) a faxed version of an original handwritten signature; or (3) an
electronically scanned and transmitted (for example by PDF document) of a handwritten signature. Each
electronic signature affixed or attached to this Agreement (1) is deemed equivalent to a valid original
handwritten signature of the person signing this Agreement for all purposes, including but not limited to
evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and effect as
the valid original handwritten signature of that person. The provisions of this section satisfy the
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requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act
(Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). Each party using a digital
signature represents that it has undertaken and satisfied the requirements of Government Code section
16.5, subdivision (a), paragraphs (1) through (5), and agrees that each other party may rely upon that
representation. This Agreement is not conditioned upon the parties conducting the transactions under it
by electronic means and either party may sign this Agreement with an original handwritten signature.
17.ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the
CONTRACTOR and COUNTY with respect to the subject matter hereof, and supersedes all previous
Agreement negotiations, proposals, commitments, writings, advertisements, publications, and
understanding of any nature whatsoever unless expressly included in this Agreement.
1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
2 hereinabove written.
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CONTRACTOR
§/:_,:,,y,✓-, -c~l{lf@fr'l-
? (/;
Meghan A Barkley
Chief Operating Officer
7 Aeon Nexus Corporation
1 38 State Street
8 Albany , NY 12207
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FOR ACCOUNTING USE ONLY:
Fund :0001
Subclass: 10000
ORG : 28809999
Account: 7311
COUNTY OF F~k--
Steve Branda'G,Chirman of the Board of
Supervisors of the County of Fresno
ATTEST:
Bernice E . Seidel
Clerk of the Board of Supervisors
County of Fresno , State of California
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Exhibit A
“Data Security”
A.Definitions.
Capitalized terms used in this Exhibit A have the meanings set forth in this section A.
“Authorized Employees” means CONTRACTOR’s employees who have access to Personal
Information.
“Authorized Persons” means: (i) any and all Authorized Employees; and (ii) any and all of
CONTRACTOR’s subcontractors, representatives, agents, outsourcers, and consultants, and providers
of professional services to CONTRACTOR, who have access to Personal Information and are bound by
law or in writing by confidentiality obligations sufficient to protect Personal Information in accordance
with the terms of this Exhibit A.
“Director” means COUNTY’s Director of Internal Services-Chief Information Officer or his or her
designee.
“Disclose” or any derivative of that word means to disclose, release, transfer, disseminate, or
otherwise provide access to or communicate all or any part of any Personal Information orally, in writing,
or by electronic or any other means to any person.
“Person” means any natural person, corporation, partnership, limited liability company, firm, or
association.
“Personal Information” means any and all information, including any data, provided, or to
which access is provided, to CONTRACTOR by or upon the authorization of COUNTY, under this
Agreement, including but not limited to vital records, that: (i) identifies, describes, or relates to, or is
associated with, or is capable of being used to identify, describe, or relate to, or associate with, a person
(including, without limitation, names, physical descriptions, signatures, addresses, telephone numbers,
e-mail addresses, education, financial matters, employment history, and other unique identifiers, as well
as statements made by or attributable to the person); (ii) is used or is capable of being used to
authenticate a person (including, without limitation, employee identification numbers, government-issued
identification numbers, passwords or personal identification numbers (PINs), financial account numbers,
credit report information, answers to security questions, and other personal identifiers); or is personal
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information within the meaning of California Civil Code section 1798.3, subdivision (a), or 1798.80,
subdivision (e). Personal Information does not include publicly available information that is lawfully made
available to the general public from federal, state, or local government records.
“Privacy Practices Complaint” means a complaint received by COUNTY relating to
CONTRACTOR’s (or any Authorized Person’s) privacy practices, or alleging a Security Breach. Such
complaint shall have sufficient detail to enable CONTRACTOR to promptly investigate and take
remedial action under this Exhibit A.
“Security Safeguards” means physical, technical, administrative or organizational security
procedures and practices put in place by CONTRACTOR (or any Authorized Persons) that relate to the
protection of the security, confidentiality, value, or integrity of Personal Information. Security Safeguards
shall satisfy the minimal requirements set forth in subsection C.(5) of this Exhibit A.
“Security Breach” means (i) any act or omission that compromises either the security,
confidentiality, value, or integrity of any Personal Information or the Security Safeguards, or (ii) any
unauthorized Use, Disclosure, or modification of, or any loss or destruction of, or any corruption of or
damage to, any Personal Information.
“Use” or any derivative thereof means to receive, acquire, collect, apply, manipulate, employ,
process, transmit, disseminate, access, store, disclose, or dispose of Personal Information.
B.Standard of Care.
(1)CONTRACTOR acknowledges that, in the course of its engagement by COUNTY under this
Agreement, CONTRACTOR, or any Authorized Persons, may Use Personal Information only as
permitted in this Agreement.
(2)CONTRACTOR acknowledges that Personal Information is deemed to be confidential
information of, or owned by, COUNTY (or persons from whom COUNTY receives or has received
Personal Information) and is not confidential information of, or owned or by, CONTRACTOR, or any
Authorized Persons. CONTRACTOR further acknowledges that all right, title, and interest in or to the
Personal Information remains in COUNTY (or persons from whom COUNTY receives or has received
Personal Information) regardless of CONTRACTOR’s, or any Authorized Person’s, Use of that Personal
Information.
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(3)CONTRACTOR agrees and covenants in favor of COUNTY that CONTRACTOR shall: (i)
keep and maintain all Personal Information in strict confidence, using such degree of care under this
Subsection B as is reasonable and appropriate to avoid a Security Breach; (ii) Use Personal Information
exclusively for the purposes for which the Personal Information is made accessible to CONTRACTOR
pursuant to the terms of this Exhibit A; (iii) not Use, Disclose, sell, rent, license, or otherwise make
available Personal Information for CONTRACTOR’s own purposes or for the benefit of anyone other
than COUNTY, without COUNTY’s express prior written consent, which the COUNTY may give or
withhold in its sole and absolute discretion; and (iv) not, directly or indirectly, Disclose Personal
Information to any person (an “Unauthorized Third Party”) other than Authorized Persons pursuant to
this Agreement, without the Director’s and the Recorder’s express prior written consent.
Notwithstanding the foregoing paragraph, in any case in which CONTRACTOR believes it, or
any Authorized Person, is required to disclose Personal Information to government regulatory
authorities, or pursuant to a legal proceeding, or otherwise as may be required by applicable law,
Contractor shall (a) immediately notify COUNTY of the specific demand for, and legal authority for the
disclosure, including providing County with a copy of any notice, discovery demand, subpoena, or order,
as applicable, received by CONTRACTOR, or any Authorized Person, from any government regulatory
authorities, or in relation to any legal proceeding, and (b) promptly notify COUNTY before such Personal
Information is offered by CONTRACTOR for such disclosure so that COUNTY may have sufficient time
to obtain a court order or take any other action COUNTY may deem necessary to protect the Personal
Information from such disclosure, and CONTRACTOR shall cooperate with COUNTY to minimize the
scope of such disclosure of such Personal Information.
CONTRACTOR shall remain liable to COUNTY for the actions and omissions of any
Unauthorized Third Party concerning its Use of such Personal Information as if they were
CONTRACTOR’s own actions and omissions.
C.Information Security.
(1)CONTRACTOR covenants, represents and warrants to COUNTY that Contractor’s Use of
Personal Information under this Agreement does and shall at all times comply with all applicable federal,
state, and local, privacy and data protection laws, as well as all other applicable regulations and
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directives, including but not limited to California Civil Code, Division 3, Part 4, Title 1.81 (beginning with
section 1798.80), and the Song-Beverly Credit Card Act of 1971 (California Civil Code, Division 3, Part
4, Title 1.3, beginning with section 1747). If CONTRACTOR Uses credit, debit or other payment
cardholder information, CONTRACTOR shall at all times remain in compliance with the Payment Card
Industry Data Security Standard (“PCI DSS”) requirements, including remaining aware at all times of
changes to the PCI DSS and promptly implementing and maintaining all procedures and practices as
may be necessary to remain in compliance with the PCI DSS, in each case, at CONTRACTOR’s sole
cost and expense.
(2)CONTRACTOR covenants, represents and warrants to COUNTY that, as of the Effective
Date, CONTRACTOR has not received notice of any violation of any privacy or data protection laws, as
well as any other applicable regulations or directives, and is not the subject of any pending legal action
or investigation by, any government regulatory authority regarding same.
(3) Without limiting CONTRACTOR’s obligations under subsection C.(1) of this Exhibit A,
CONTRACTOR’s (or Authorized Person’s) Security Safeguards shall be no less rigorous than accepted
industry practices and, at a minimum, include the following: (i) limiting Use of Personal Information
strictly to CONTRACTOR’s and Authorized Persons’ technical and administrative personnel who are
necessary for the CONTRACTOR’s, or Authorized Persons’, Use of the Personal Information pursuant
to this Agreement; (ii) ensuring that all of CONTRACTOR’s connectivity to County computing systems
will only be through security procedures approved upon the express prior written consent of the Director;
(iii)to the extent that they contain or provide access to Personal Information, (a) securing business
facilities, data centers, paper files, servers, back-up systems and computing equipment, operating
systems, and software applications, including, but not limited to, all mobile devices and other equipment,
operating systems, and software applications with information storage capability; (b) employing
adequate controls and data security measures, both internally and externally, to protect (1) the Personal
Information from potential loss or misappropriation, or unauthorized Use, and (2) the COUNTY’s
operations from disruption and abuse; (c) having and maintaining network, device application, database
and platform security; (d) maintaining authentication and access controls within media, computing
equipment, operating systems, and software applications; and (e) installing and maintaining in all
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mobile, wireless, or handheld devices a secure internet connection, having continuously updated anti-
virus software protection and a remote wipe feature always enabled, all of which is subject to express
prior written consent of the Director; (iv) encrypting all Personal Information at advance encryption
standards of Advanced Encryption Standards (AES) of 128 bit or higher (a) stored on any mobile
devices, including but not limited to hard disks, portable storage devices, or remote installation, or (b)
transmitted over public or wireless networks (the encrypted Personal Information must be subject to
password or pass phrase, and be stored on a secure server and transferred by means of a secure
connection, all of which is subject to express prior written consent of the Director); (v) strictly
segregating Personal Information from all other information of CONTRACTOR, including any Authorized
Person, or anyone with whom CONTRACTOR or any Authorized Person deals so that Personal
Information is not commingled with any other types of information; (vi) maintaining appropriate
personnel security and integrity procedures and practices, including, but not limited to, conducting
background checks of Authorized Employees consistent with applicable law; and (vii) providing
appropriate privacy and information security training to Authorized Employees.
(4)During the term of each Authorized Employee’s employment by CONTRACTOR,
CONTRACTOR shall cause such Authorized Employees to abide strictly by CONTRACTOR’s
obligations under this Exhibit A. CONTRACTOR further agrees that it shall maintain a disciplinary
process to address any unauthorized Use of Personal Information by any Authorized Employees.
(5)CONTRACTOR shall, in a secure manner, backup daily, or more frequently if it is
CONTRACTOR’s practice to do so more frequently, Personal Information received from COUNTY, and
the COUNTY shall have immediate, real time access, at all times, to such backups via a secure, remote
access connection provided by CONTRACTOR, through the Internet. These backups are performed by
Microsoft via the Microsoft Azure Government Community Cloud (GCC).
(6)CONTRACTOR shall provide COUNTY with the name and contact information for each
Authorized Employee (including such Authorized Employee’s work shift, and at least one alternate
Authorized Employee for each Authorized Employee during such work shift) who shall serve as
COUNTY’s primary security contact with CONTRACTOR and shall be available to assist COUNTY
twenty-four (24) hours per day, seven (7) days per week as a contact in resolving CONTRACTOR’s and
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any Authorized Persons’ obligations associated with a Security Breach or a Privacy Practices
Complaint.
D.Security Breach Procedures.
(1)Immediately upon CONTRACTOR’s awareness or reasonable belief of a Security Breach,
CONTRACTOR shall (a) notify the Director of the Security Breach, such notice to be given first by
telephone at the following telephone number, followed promptly by email at the following email address:
(559)600-6200 / ematthews@fresnocountyca.gov (which telephone number and email address
COUNTY may update by providing notice to CONTRACTOR), and (b) preserve all relevant evidence
(and cause any affected Authorized Person to preserve all relevant evidence) relating to the Security
Breach. The notification shall include, to the extent reasonably possible, the identification of each type
and the extent of Personal Information that has been, or is reasonably believed to have been, breached,
including but not limited to, compromised, or subjected to unauthorized Use, Disclosure, or modification,
or any loss or destruction, corruption, or damage.
(2) Immediately following CONTRACTOR’s notification to COUNTY of a Security Breach, as
provided pursuant to subsection D.(1) of this Exhibit A, the Parties shall coordinate with each other to
investigate the Security Breach. CONTRACTOR agrees to fully cooperate with COUNTY, including,
without limitation: (i) assisting COUNTY in conducting any investigation; (ii) facilitating interviews with
Authorized Persons and any of CONTRACTOR’s other employees knowledgeable of the matter; and (iii)
making available all relevant records, logs, files, data reporting and other materials required to comply
with applicable law, regulation, industry standards, or as otherwise reasonably required by COUNTY.
(3)County shall promptly notify CONTRACTOR of the Director’s knowledge, or reasonable
belief, of any Privacy Practices Complaint, and upon CONTRACTOR’s receipt of notification thereof,
CONTRACTOR shall promptly address such Privacy Practices Complaint, including taking any
corrective action under this Exhibit A, all at CONTRACTOR’s sole expense, in accordance with
applicable privacy rights, laws, regulations and standards. In the event CONTRACTOR discovers a
Security Breach, CONTRACTOR shall treat the Privacy Practices Complaint as a Security Breach.
Within twenty-four (24) hours of CONTRACTOR’s receipt of notification of such Privacy Practices
Complaint, CONTRACTOR shall notify COUNTY whether the matter is a Security Breach, or otherwise
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has been corrected and the manner of correction, or determined not to require corrective action and the
reason therefor.
(4)CONTRACTOR agrees to cooperate, at its sole expense, with COUNTY in any litigation or
other action to protect COUNTY’s rights relating to Personal Information, including the rights of persons
from whom COUNTY receives Personal Information.
E. Oversight of Security Compliance.
(1)CONTRACTOR shall have and maintain a written information security policy that specifies
Security Safeguards appropriate to the size and complexity of CONTRACTOR’s operations and the
nature and scope of its activities.
(2)Upon COUNTY’s written request, to confirm CONTRACTOR’s compliance with this Exhibit A,
as well as any applicable laws, regulations and industry standards, CONTRACTOR grants COUNTY or,
upon COUNTY’s election, a third party on COUNTY’s behalf, permission to perform an assessment,
audit, examination or review of all controls in CONTRACTOR’s physical and technical environment in
relation to all Personal Information that is Used by CONTRACTOR pursuant to this Agreement.
CONTRACTOR shall fully cooperate with such assessment, audit or examination, as applicable, by
providing COUNTY or the third party on COUNTY’s behalf, access to all Authorized Employees and
other knowledgeable personnel, physical premises, documentation, infrastructure and application
software that is Used by CONTRACTOR for Personal Information pursuant to this Agreement. In
addition, CONTRACTOR shall provide COUNTY with the results of any audit by or on behalf of
CONTRACTOR that assesses the effectiveness of CONTRACTOR’s information security program as
relevant to the security and confidentiality of Personal Information Used by CONTRACTOR or
Authorized Persons during the course of this Agreement under this Exhibit A.
(3)CONTRACTOR shall ensure that all Authorized Persons who Use Personal Information
agree to the same restrictions and conditions in this Exhibit A that apply to CONTRACTOR with respect
to such Personal Information by incorporating the relevant provisions of these provisions into a valid and
binding written agreement between CONTRACTOR and such Authorized Persons, or amending any
written agreements to provide same.
F.Return or Destruction of Personal Information.
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Upon the termination of this Agreement, CONTRACTOR shall, and shall instruct all Authorized
Persons to, promptly return to COUNTY all Personal Information, whether in written, electronic or other
form or media, in its possession or the possession of such Authorized Persons, in a machine readable
form used by COUNTY at the time of such return, or upon the express prior written consent of the
Recorder and the Director, securely destroy all such Personal Information, and certify in writing to the
COUNTY that such Personal Information have been returned to COUNTY or disposed of securely, as
applicable. If CONTRACTOR is authorized to dispose of any such Personal Information, as provided in
this Exhibit A, such certification shall state the date, time, and manner (including standard) of disposal
and by whom, specifying the title of the individual. CONTRACTOR shall comply with all reasonable
directions provided by the Recorder and the Director with respect to the return or disposal of Personal
Information and copies thereof. If return or disposal of such Personal Information or copies of Personal
Information is not feasible, CONTRACTOR shall notify COUNTY according, specifying the reason, and
continue to extend the protections of this Exhibit A to all such Personal Information and copies of
Personal Information. CONTRACTOR shall not retain any copy of any Personal Information after
returning or disposing of Personal Information as required by this section F. CONTRACTOR’s
obligations under this section F survive the termination of this Agreement and apply to all Personal
Information that CONTRACTOR retains if return or disposal is not feasible and to all Personal
Information that CONTRACTOR may later discover.
G.Equitable Relief.
CONTRACTOR acknowledges that any breach of its covenants or obligations set forth in this
Exhibit A may cause COUNTY irreparable harm for which monetary damages would not be adequate
compensation and agrees that, in the event of such breach or threatened breach, COUNTY is entitled to
seek equitable relief, including a restraining order, injunctive relief, specific performance and any other
relief that may be available from any court, in addition to any other remedy to which COUNTY may be
entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to
all other remedies available to COUNTY at law or in equity or under this Agreement.
H.Indemnification.
CONTRACTOR shall defend, indemnify and hold harmless COUNTY, its officers, employees,
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and agents, (each, a “COUNTY Indemnitee”) from and against any and all infringement of intellectual
property including, but not limited to infringement of copyright, trademark, and trade dress, invasion of
privacy, information theft, and extortion, unauthorized Use, Disclosure, or modification of, or any loss or
destruction of, or any corruption of or damage to, Personal Information, Security Breach response and
remedy costs, credit monitoring expenses, forfeitures, losses, damages, liabilities, deficiencies, actions,
judgments, interest, awards, fines and penalties (including regulatory fines and penalties), costs or
expenses of whatever kind, including attorneys’ fees and costs, the cost of enforcing any right to
indemnification or defense under this Exhibit A and the cost of pursuing any insurance providers, arising
out of or resulting from any third party claim or action against any COUNTY Indemnitee in relation to
CONTRACTOR’s, its officers, employees, or agents, or any Authorized Employee’s or Authorized
Person’s, performance or failure to perform under this Exhibit A or arising out of or resulting from
CONTRACTOR’s failure to comply with any of its obligations under this section H. The provisions of this
section H are cumulative to any other obligation of CONTRACTOR to, defend, indemnify, or hold
harmless any COUNTY Indemnity under this Agreement. The provisions of this section H shall survive
the termination of this Agreement.
I.Survival.
The respective rights and obligations of CONTRACTOR and COUNTY as stated in this Exhibit A
shall survive the termination of this Agreement. J. No Third Party Beneficiary. Nothing express or
implied in the provisions of in this Exhibit A is intended to confer, nor shall anything herein confer, upon
any person other than COUNTY or CONTRACTOR and their respective successors or assignees, any
rights, remedies, obligations or liabilities whatsoever.
L.No County Warranty.
COUNTY does not make any warranty or representation whether any Personal Information in
CONTRACTOR’s (or any Authorized Person’s) possession or control, or Use by CONTRACTOR (or any
Authorized Person), pursuant to the terms of this Agreement is or will be secure from unauthorized Use,
or a Security Breach or Privacy Practices Complaint.
Exhibit B
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 (hereinafter referred to as “County Contractor”), 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 directors 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
(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:
AQUAFOREST SOFTWARE LICENCE AGREEMENT
The software which accompanies this license is the property of Aquaforest Ltd and is protected by
international copyright law. All rights reserved. The content of this software and its manual is subject to
change without notice. No part of the manual may be reproduced either electronically or mechanically
without the prior written consent of Aquaforest Ltd.
This License Agreement ( Agreement ) is a legal agreement between Aquaforest Ltd, registered in
England number 4344383 and you, the user ( Licensee ), and is effective the date Licensee installs the
package containing the CD, Disks or downloads the files electronically.
LICENCING
Aquaforest Ltd, will license the software to you only upon the condition that all of the terms contained in
the license agreement printed below are accepted by you. Please read the terms carefully before
installing the program, as installing the programs will indicate your acceptance to all of the terms of this
license agreement. If you do not agree to the terms, Aquaf orest Ltd will not license the software to you, in
which case please return the unopened package and all accompanying material to Aquaforest Ltd or your
authorized dealer for a full refund within 30 days of purchase.
Software May Only Be Licensed for One Computer Licensee may use the Software on one (1) IBM or
compatible personal computer which is either a stand-alone work station or a networked server that does
not permit the software to be shared directly with other networked work stations.
IF LICENSEE WISHES TO USE THE SOFTWARE ON MORE THAN ONE COMPUTER, Additional
copies of the software must be licensed.
UPGRADES
If the Software is an upgrade, it, and the product that was upgraded, constitute a single copy of the
Software for purposes hereof and the upgrade and product that was upgraded cannot be used by two
people at the same time. That is to say, that one purchased upgrade equals one license only.
RESTRICTIONS
Licensee may not use, copy (other than for archival purposes only), rent, lease,
sell, sublicense, assign or otherwise transfer the Software or any copy, modification, or merged portion, in
whole or in part, except as expressly provided for in this Agreement. Licensee acknowledges that the
Software, in source code form, remains a confidential trade secret of Aquaforest Limited and/or its
suppliers and therefore Licensee agrees that it shall not modify, decompile, disassemble or reverse
engineer the Software or attempt to do so except as permitted by applicable legislation. Licensee sh all
not reproduce, copy or transfer any Documentation.
Licensee acknowledges that the Software is a confidential trade secret of Aquaforest Ltd. and agrees to
refrain from disclosing the Software (and to take reasonable measures with its employees to ens ure they
do not disclose the Software) to any person, firm or entity except as expressly permitted herein.
If Licensee wishes to use the Software in a manner prohibited by this Agreement,
Licensee should contact Aquaforest Ltd. to determine whether a special license may be obtained.
WARRANTY
THE SOFTWARE CONTAINED EITHER IN THESE FILES OR IN THIS PACKAGE IS PROVIDED
AS IS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THIS INCLUDES,
BUT IS NOT LIMITED TO, MERCHANTIBILITY AND FITNESS FOR A PARTICULAR FUNCTION.
THE ENTIRE RISK RELATED TO PRODUCT PERFORMANCE OR QUALITY IS ASSUMED BY THE
Exhibit C
USER.
IN THE UNLIKELY EVENT A DEFECT IS DISCOVERED, YOU ASSUME THE ENTIRE COST OF ANY
REMEDIAL ACTION. AQUAFOREST LIMITED'S ENTIRE LIABILITY IS LIMITED TO THE ORIGINAL
PURCHASE PRICE OF THE SOFTWARE. SOME US STATES DO NOT ALLOW EXCLUSIONS OF
IMPLIED WARRANTIES, THUS THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS
WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS WHICH VARY FROM STATE TO STATE.
Aquaforest Ltd does not warrant the programs contained in this package will meet your requirements or
that the programs will function in an uninterrupted and error free manor. Should the CD, or disks be
damaged or rendered unusable under normal use, Aquaforest Ltd will replace them within the first 90
days at no additional charge. Evidence of purchase (original sales receipt) is required for replacement.