HomeMy WebLinkAboutAgreement A-21-363 with Fujitsu.pdf1
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AGREEMENT
THIS AGREEMENT (“Agreement”) is made and entered into this day of September,
2021 (“Effective Date”), by and between the COUNTY OF FRESNO, a political subdivision of the State of
California ("COUNTY"), and Fujitsu America, Inc., a California corporation, whose address is 2821 Telecom
Parkway, Richardson, TX 75082 ("CONTRACTOR").
Recitals
A.The COUNTY relies upon its Property Management Information System (PMIS) to run its
entire property tax assessment and collection system. The PMIS is used by both the Assessor-Recorder’s
office and the Auditor-Controller/Treasurer-Tax Collector’s office for work that is essential to the operation
of the COUNTY.
B.The PMIS is more than 50 years old and was designed to be run and supported in COBOL.
C.The COUNTY desires to convert the PMIS from its existing mainframe infrastructure to a
.NET environment to enable better support and maintenance of the PMIS with existing COUNTY staff.
D.The COUNTY released a Request for Proposal (RFP# 21-022) on December 18, 2020,
seeking proposals for modernization of its property tax system
E.CONTRACTOR submitted a proposal and COUNTY selected CONTRACTOR’s proposal.
F.COUNTY and CONTRACTOR desire to execute this Agreement for converting the PMIS
from its existing mainframe COBOL infrastructure to a .NET environment.
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 :
Final System Acceptance means all conversion services are completed and User Acceptance
Testing is complete, the converted PMIS software has been installed and tested, the PMIS data is
converted, and the PMIS performs all functions in accordance with its specifications set forth in the
SOW, the post-implementation support provided in section 4 of Exhibit B to this Agreement is complete,
and the COUNTY has delivered to CONTRACTOR a written notice of acceptance. The COUNTY’s
Director of Internal Services / Chief Information Officer is authorized to give the COUNTY’s written
7th
Agreement No. 21-363
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notice under the preceding sentence.
First Production Use is the date of first use of the system in a production environment as
established by a written notice of First Production Use, to be delivered by the COUNTY to
CONTRACTOR within five COUNTY business days of First Production use. For purposes of this
Agreement, production environment means the converted PMIS software with the County data
incorporated and ready for use. Notwithstanding the foregoing, First Production Use shall occur no later
than the Production Cut-over milestone.
ISD is the COUNTY’s Internal Services Department.
Converted System Software is the PMIS computer software as converted under this Agreement
into a Microsoft Windows, .NET environment, using C# and PowerShell as appropriate, and its
associated data converted into associated SQL databases. Converted System Software does not
include operating system software, or any other third -party software that is necessary for the COUNTY
to use the Converted System Software. The Converted System Software shall be the property solely of
the COUNTY upon payment in full of amounts pay able to CONTRACTOR.
Capitalized terms not defined above have the meanings given to them in Exhibit B to this
agreement, titled “Statement of Work.”
2.OBLIGATIONS OF THE CONTRACTOR
A.CODE AND DATA CONVERSION
CONTRACTOR shall perform the services provided in Exhibit B to this Agreement, titled
“Statement of Work.”
B.TIMELINE
CONTRACTOR and COUNTY shall commence the project within one (1) month of the effective
date of this Agreement. The anticipated duration of the project is nineteen (19) months after project
commencement.
C.DATA SECURITY
The parties agree that CONTRACTOR shall only require limited access to Personal Information
(as defined in Exhibit A) in order to perform the services described in the SOW. As such, COUNTY
agrees that CONTRACTOR shall only be provided with access to any Personal Information in
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accordance with the SOW. For such Personal Information to which CONTRACTOR requires access in
order to properly perform the services described in the SOW, CONTRACTOR shall comply with all
provisions of Exhibit A to this Agreement, titled “Data Security.”
3.OBLIGATIONS OF COUNTY
A.STATEMENT OF WORK
COUNTY shall perform the COUNTY’s obligations provided in Exhibit B to this Agreement.
B.COUNTY CONTRACT ADMINISTRATOR
The Director of Internal Services/Chief Information Officer, or their designee, is the COUNTY’s
Contract Administrator authorized to deal with CONTRACTOR in the administration of this Agreement.
The COUNTY’s Contract Administrator is authorized to approve changes in the project scope, plan, or
schedule, as needed under Exhibit B, unless such changes would increase the total compensation
payable to the CONTRACTOR by more than 10 percent. Changes in the project scope, plan, or
schedule that would increase the total compensation payable to the CONTRACTOR by more than 10
percent must be approved by the COUNTY’s Board of Supervisors under section 8 of this Agreement.
The authority of the COUNTY’s Contract Administrator does not include modifications under section 8 of
this Agreement.
C.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. For the System Software in its
converted form, COUNTY’s hardware shall meet or exceed CONTRACTOR’s recommendations , as
provided in P370 Architecture Design.
D.TECHNICAL ASSISTANCE
CONTRACTOR will provide technical assistance to COUNTY’s ISD staff. In addition to the
responsibilities detailed on Section 6 of Exhibit B , COUNTY will provide all of the following:
1)Network connectivity as reasonably necessary and troubleshooting assistance;
2)Monitoring of network traffic and isolation of bottlenecks to ensure that the COUNTY
network is capable of supporting the Converted System Software;
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3)Technical assistance concerning the integration with existing COUNTY systems; and
4)Expertise to handle issues with COUNTY PCs, printers, and cabling at all times.
4.TERM
The term of this Agreement shall be for the duration of the project described in Section 2, or a
maximum of three (3) years.
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 termi nated, at any time without penalty by giving
the CONTRACTOR thirty (30) days advance written notice.
B.Breach of Contract
This Agreement may be terminated by either party (the “non -defaulting party”) if any of the
following events occur by or with respect to the other party (the “defaulting party”): (i) the defaulting party
commits a material breach of any of its obligations hereunder and fails to cure such breach within thirty
(30) days following receipt of written notice from the non-defaulting party with the particularities of such
breach (or if such breach reasonably cannot be cured in thirty (30) days, such longer period of time as
may be reasonably necessary to effect such cure if the defaulting party furnishes to the non -defaulting
party within such thirty (30) day period a feasible plan demonstrating that it is capable of curing the
breach and diligently proceeds to implement such plan to completion); or (ii) any insolvency of the
defaulting party, any filing of a petition in bankruptcy by or against th e defaulting party, any appointment
of a receiver for the defaulting party, any assignment for the benefit of the defaulting party’s creditors or
any ceasing of conducting business in the ordinary course. The COUNTY may immediately suspend or
terminate this Agreement in whole or in part, where in the determination of the COUNTY there is an
illegal or improper use of funds.
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.
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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 the COUNTY can reasonably prove
were not expended in accordance with the terms of this Agreement. The CONTRACTOR shall promptly
refund any such funds upon demand, subject to confirmation of such improper disbursement by COUNTY.
C.Without Cause
Under circumstances other than those set forth above, this Agreement may be terminated by
either party by giving 45 days’ advance written notice to the other party of an intention to terminate.
6.COMPENSATION AND INVOICING
COUNTY agrees to pay CONTRACTOR, and CONTRACTOR agrees to receive compensation,
as follows:
A.CONVERSION PROJECT
The total fixed price for the Project (as that term is defined in Exhibit B) is $3,152,108.00.
B.ADDITIONAL SERVICES
Additional or supplemental services may be approved in writing by COUNTY and
CONTRACTOR via revisions to Exhibit B as provided in this Agreement. The total aggregate cost for
those additional services shall not exceed $500,000.00.
CONTRACTOR shall submit an invoice for each payment milestone as provided in section 14 of
Exhibit B referencing the provided contract number via mail, to the County of Fresno, Department of
Internal Services, Attention: Director of Internal Services/Chief Information Officer, 333 W. Pontiac Way,
Clovis, CA 93612. COUNTY shall pay CONTRACTOR within thirty (30) days of receipt of an invoice.
COUNTY shall remit payment to CONTRACTOR’s address specified in the approved invoice.
The total maximum compensation payable to CONTRACTOR during the term of this Agreement
without additional or supplemental services is $3,152,108. The total maximum compensation payable to
CONTRACTOR during the term of this Agreement if additional or supplemental services are approved as
provided in this Agreement is $3,467,319.00. 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
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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 p erforming 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 the reof.
CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and
regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof.
Because of its status as an independent contractor, CONTRACTOR shall have absolutely no right
to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be solely liable
and responsible for providing to, or on behalf of, its employees all legally -required employee benefits. In
addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from all matters relating
to payment of CONTRACTOR'S employees, including compliance with Social Security withholding and all
other regulations governing such matters. It is acknowledged that during the term of this Agreement,
CONTRACTOR may be providing services to others unrelated to the COUNTY or to this Agreement.
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 may assign its rights or delegate its obligations this Agreement without the prior
written consent of the other party.
10.INDEMNITY
A.CONTRACTOR agrees to indemnify, save, hold harmless, and at CONTRACTOR’S election,
defend the COUNTY, its officers, agents, and employees from any and all costs and expenses
(including attorney’s fees and costs), damages, liabilities and losses awarded in a final judgment and
occurring or resulting to COUNTY as a result of a third party claim by any person, firm, or corporation (a)
who may be injured or suffered physical damage to real or tangible personal property (excluding
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software, data and documentation), to the extent caused directly and proximately by the negligence or
willful misconduct of CONTRACTOR, its officers, agents, or employees under this Agreement , or (b)
alleging infringement in a deliverable of such third party’s valid U.S. patent or copyright or
misappropriation of such third party’s trade secret .
B.If an infringement or misappropriation claim as described in Section 10. A. arises, or if
CONTRACTOR reasonably believes that a claim is likely to be made, CONTRACTOR may, at its option:
(i) modify the applicable deliverables so that they become non-infringing but functionally equivalent; (ii)
replace the applicable deliverables with material that is non -infringing but functionally equivalent; or (iii)
obtain for COUNTY the right to use such deliverables upon commercially reasonable terms to both
parties but at no cost to COUNTY; or (iv) remove the infringing or violative Deliverables and refund to
COUNTY the fees received for such deliverables that are the subject of such a claim based on a fiv e (5)
year straight line depreciation. CONTRACTOR shall have no obligation under this Section 10 or other
liability for any infringement or misappropriation claim resulting or alleged to result from: (1) use of the
deliverables or any part thereof in combination with any non-CONTRACTOR approved equipment,
software or data, or in any manner for which the same was not designed, or if same has been modified
or altered by an person or entity other than CONTRACTOR; (2) any aspect of COUNTY’S software,
documentation or data which existed prior to CONTRACTOR’S performance of Service; (3) any use of a
superseded or altered release of some or all of the deliverables if infringement would have been avoided
by the use of a subsequent unaltered release of the deliverabl es; or (4) any claim arising from any
instruction, information, design, specification, software, data or other materials furnished by or any third
party to CONTRACTOR hereunder. This Section 10 sets forth the exclusive remedy of the COUNTY
and entire liability and obligation of CONTRACTOR with respect to intellectual property infringement or
misappropriation claims, including patent or copyright infringement claims and trade secret
misappropriation.
The provisions of this Section 10 survive the termination of this Agreement.
11.INSURANCE; LIMITATIONS OF LIABILITY
A.Required Policies
Without limiting the COUNTY’s right to obtain indemnification from CONTRACTOR or any third
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parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect the following insurance
policies throughout the term of the Agreement (which may be satisfied using any combination of primary or
excess liability coverage):
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 must be issued on a per occurrence basis. CONTRACTOR shall name the
County of Fresno, its officers, agents, employees, and volunteers, individually and collectively, as additional
insureds, but only insofar as the operations under this Agreement are concerned. Such coverage for
additional insureds will apply as primary insurance and any other insurance, or self-insurance, maintained
by COUNTY is excess only and not contributing with insurance provided under CONTRACTOR’s policy.
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)Technology Professional Liability. 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 CONTRACTOR’s obligations under this Agreement, including but not limited to claims
involving Cyber Risks.
B.Additional Requirements Relating to Insurance
1)Verification of Coverage. Within 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 certificates of insurance
for all of the coverages required under this Agreement.
a.Reserved.
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
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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 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 below the limits set forth
herein, 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 below the limits set forth herein, 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)Reserved.
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 the occurrence of that failure .
C.Limitations of Liability
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1.IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER
PERSON OR ENTITY FOR ANY SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES.
2.Except for any liability of CONTRACTOR under Section 10 hereof, in no event shall the liability of
CONTRACTOR to the COUNTY arising out of, related to or in connection with this Agreement, the Services
or any deliverables exceed, in the aggregate, two (2) times the total fees paid by COUNTY to
CONTRACTOR during the preceding six (6) month period under the SOW.
3.If CONTRACTOR has been engaged by COUNTY to install, implement, integrate, maintain or
upgrade a third-party software program or application (“Third Party Software”), COUNTY acknowledges
that CONTRACTOR is not the author, developer, provider or seller of such Third Party Software, but
instead has been retained by COUNTY solely to install, implement, integrate, mainta in or upgrade such
Third Party Software in COUNTY’s current computing environment. As such, COUNTY agrees that
CONTRACTOR will not be liable for any defects, flaws, programming errors, inefficiencies or
malfunctions in any such Third Party Software, or for any lack of functionality in or non-performance of
the Third Party Software.
12.AUDITS AND INSPECTIONS
Upon reasonable prior written request of the COUNTY, t he CONTRACTOR shall at any time
during business hours, and as often as the COUNTY may deem necessary but in any case not more
often than once per each year of the term of this Agreement , 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 reasonable prior written request by the COUNTY, but in any case not more
than once per each year of the term of this Agreement, 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
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The persons and their addresses having authority to give and receive notices under this
Agreement include the following:
COUNTY CONTRACTOR
COUNTY OF FRESNO Fujitsu America, Inc.Director of Internal Services/CIO Erik Olson, Sr. Client Executive 333 W. Pontiac Way 1270 East Arques Avenue, #M1Clovis, CA 93612 Sunnyvale CA, 94085
ISDContracts@FresnoCountyCA.gov erik.olson@fujitsu.com
All notices between the COUNTY and CONTRACTOR provided for or permitted under this
Agreement, excluding communication through the escalation contacts as provided in section 14, 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, 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.ESCALATION CONTACTS
Each party’s Project Manager, as provided in Exhibit B, shall contact the persons listed in Exhibit
C, titled “Escalation Contacts,” to escalate issues, risks, and problems to the other party in the event
they are not resolved informally by the persons directly involved, as provided in Exhibit B.
Communication through the escalation contacts is only for purposes of facilitating project management,
including timely completion of the Project, and is not a notice under section 13 of this Agreement, a
modification under section 8 of this Agreement, or a change in the project scope, plan, or schedule
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under section 3.B. of this Agreement . Contract administration issues shall not be handled by
communication through the escalation contacts.
15.CONTRACTOR INTELLECTUAL PROPERTY
“CONTRACTOR IP” means all software, methodologies, tools, compilers, specifications, concepts,
techniques, documentation and/or data utilized by CONTRACTOR in the performance of s ervices
hereunder, together with any and all additions, enhancements, improvements or other modifications
thereto (whether or not made during the performance of the services), which (a) has been originated or
developed by CONTRACTOR, its affiliates or by third parti es outside of the scope of the s ervices, or (b)
has been purchased by or licensed to CONTRACTOR. CONTRACTOR IP includes all patent, copyright,
trade secret and other intellectual property rights related to any of the foregoing. Nothing contained in
this Agreement or otherwise shall be construed to grant to COUNTY any right, title, license or other
interest (whether by estoppel, implication or otherwise), in any CONTRACTOR IP.
16.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.
17.DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if t he 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 D and incorporated herein by
reference, and submitting it to the COUNTY prior to commencing with the self -dealing transaction or
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immediately thereafter.
18.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 . If there is any inconsistency between the
terms of this Agreement and the terms of the exhibits, then the inconsistency will be resolved by giving
precedence first to the terms of this Agreement without its exhibits, and then to the terms of the Exhibit
B, and then to the terms of Exhibit A.
IN WITNESS WHEREOF, the parties hereto have execut ed this Agreement as of the day and year
2 first hereinabove written.
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e Wichman ,
Senior Commercial Di rector
16 FOR ACCOUNTING USE ONLY:
17 Fund : 1020
18 Subciass: 10000
19 ORG: 8905
20 Account: 731 1
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::~::Zl.~Board of
Supervisors of the County of Fresno
ATTEST:
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno , State of Californ ia
By : ---"~~\ M....,.,...,_) ___.,_.,~~~---
Depu~)
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Exhibit A Data Security
A-1
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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 obligat ions 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, identified in the SOW
as necessary to be provided, or to which access is necessary to be provided, to CONTRACTOR by or upon
the authorization of COUNTY, under this Agreement in order for CONTRACTOR to properly perform the
services, which may include but is 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 uni que 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 information within
the meaning of California Civil Code section 1798.3, subdivision (a), or 1798.80, subdivision (e). Personal
Exhibit A Data Security
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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.
(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
Exhibit A Data Security
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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 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 federal, state, and
local, privacy and data protection laws, as well as all other applicable regulations and 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
Exhibit A Data Security
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section 1747), to the extent as such laws, regulations and directives apply to CONTRACTOR.
(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 with respect to the Personal Information
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 COUNTY’s security gateways and firewalls, and only
through security procedures permitted under the SOW or otherwise approved upon the express prior
written consent of the Director; (iii) to the extent that they contain or provide access to Personal Information,
(a)taking reasonable measures to secure CONTRACTOR’s 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 (collectively, “Contractor Facilities and Equipment”); (b)
employing adequate controls and data security measures with respect to Contractor Facilities and
Equipment), 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 reasonable 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 mobile, wireless, or handheld devices a
secure internet connection, having continuously updated anti-virus software protection and a remote wipe
feature always enabled in accordance with CONTRACTOR’s then-current security policies; (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
Exhibit A Data Security
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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 Virtual Private Network (VPN) connection, or another type of 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) having a patch management process including installation of all operating
system/software vendor security patches; (vii) 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 (viii) providing appropriate privacy and information security
training to Authorized Employees.
(4) During the term of each Authorized Employee’s employment by CONTRACTOR,
CONTRACTOR shall require 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.
(6) If required pursuant to the SOW or otherwise agreed in a change order, and subject to any
additional terms set forth therein, 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
any Authorized Persons’ obligations associated with a Security Breach or a Privacy Practices Complaint.
(7) CONTRACTOR shall not knowingly include or authorize any Trojan Horse, back door, time
bomb, drop dead device, worm, virus, or other code of any kind that may disable, erase, display any
Exhibit A Data Security
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unauthorized message or otherwise impair the System Software, with or without the intent to cause harm.
D. Security Breach Procedures.
(1)Promptly, and without undue delay, upon CONTRACTOR’s confirmation 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 / servicedesk@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 reasonably cooperate with COUNTY (the cost
to be split by both parties, unless the Security Breach was caused by CONTRACTOR’S material failure to
comply with its obligation under this Exhibit A, in which case it shall be at CONTRACTOR’s expense),
including, without limitation: (i) assisting COUNTY in conducting any investigation; (ii) providing COUNTY
with physical access to the facilities and operations aff ected; (iii) facilitating interviews with Authorized
Persons and any of CONTRACTOR’s other employees knowledgeable of the matter; and (iv) 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. To that
end, CONTRACTOR shall, with respect to a Security Breach caused by CONTRACTOR’S material failure
to comply with its obligations under this Exhibit A, be solely responsible, at its cost, for all notifications
required by law and regulation, and CONTRACTOR shall provide a written report of the investigation and
reporting required to the Director within thirty (30) days after the CONTRACTOR’s discovery of the Secur ity
Breach.
(3) County shall promptly notify CONTRACTOR of the Director’s knowledge, or reasonable belief, of
Exhibit A Data Security
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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 if the Privacy Practices Complaint was
due to CONTRACTOR’S material failure to comply with its obligations under this Exhibit A, 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
seventy-two (72 ) 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 has been
corrected and the manner of correction, or determined not to require corrective action and the reason
therefor, in each case subject to the provisions of the security breach procedures set forth herein.
(4)CONTRACTOR shall take prompt corrective action to respond to and remedy any Security
Breach and take reasonable mitigating actions, including but not limiting to, preventing any reoccurrence of
the Security Breach and correcting any deficiency in Security Safeguards as a result of such incident, all at
CONTRACTOR’s sole expense if the Security Breach was caused by CONTRACTOR’S material failure to
comply with its obligations under this Exhibit A, in accordance with applicable privacy rights, laws,
regulations and standards. If the Security Breach was caused by CONTRACTOR’S material failure to
comply with its obligations under this Exhibit A, CONTRACTOR shall, in addition to its other obligations
under this Exhibit A, reimburse COUNTY for the following reasonable costs incurred by COUNTY in
responding to, and mitigating the Security Breach, to the extent applicable: (1) the cost of providing affected
individuals with credit monitoring services for a specific period not to exceed twelve (12) months, to the
extent the incident could lead to a compromise of the data subject’s credit or credit standing; (2) call center
support for such affected individuals for a specific period not to exceed thirty (30) days; and (3) the cost of
any measures required under applicable laws.
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.
Exhibit A Data Security
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(2)Upon COUNTY’s reasonably prior written request and not more than once during the term of the
Agreement, 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 (who shall not be a competitor of CONTRACTOR), 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, with the final scope of such audit to be mutually agreed by the CONTRACTOR and the
COUNTY in advance of the audit. CONTRACTOR shall reasonably 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 inform ation 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. The COUNTY or third party
performing the audit shall comply with CONTRACTOR’s applicable security policies and procedure when
conducting such audit, and in no event shall the COUNTY or THIRD PARTY be permitted to access the
information of any other CONTRACTOR customer.
(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.
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 Director,
Exhibit A Data Security
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securely destroy all such Personal Information, and certify in writing (e-mail permissible) 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 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, and
agents, (each, a “COUNTY Indemnitee”) from and against any and all damages, costs or expenses of
whatever kind, including attorneys’ fees and costs, awarded by a court pursuant to an award, final
judgment, or settlement as a result of any third party claim or action against any COUNTY Indemnitee
resulting from CONTRACTOR’s, its officers, employees, or agents, or any Authorized Employee’s or
Authorized Person’s, negligence or willful misconduct in the performance or failure to perf orm under this
Exhibit A Data Security
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Exhibit A. In the event of any such claim, the COUNTY shall provide prompt written notice of the claim,
CONTRACTOR shall have the right to control the defense of the claim, and provisions of Section 11.C. of
the Agreement shall continue to apply. The provisions of this section H do not apply to the acts or
omissions of COUNTY. 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.
County of Fresno
Property Tax System Modernization
M002 Statement of Work
Version 0.5
10 August 2021
Property Tax System Modernization Project M002 Statement of Work
8/17/2021 9:47 AM Page 3 of 29
Table of Contents
Statement of Work ...................................................................................................................... 5
Project Overview ......................................................................................................................... 6
1. Project Name .................................................................................................................. 6
2. Project Objectives ........................................................................................................... 6
3. Project Description ......................................................................................................... 6
4. In Scope ......................................................................................................................... 8
a. Project Management ....................................................................................................... 8
b. Architecture .................................................................................................................... 8
c. Source Code Conversion ................................................................................................. 9
d. Data Conversion ........................................................................................................... 10
e. System Security ............................................................................................................ 10
f. System Utilities ............................................................................................................ 10
g. Modern Environment .................................................................................................... 10
h. Testing ......................................................................................................................... 10
i. Reporting...................................................................................................................... 11
j. Documentation ............................................................................................................. 11
k. Performance Testing ..................................................................................................... 11
l. Knowledge Transfer & End User Training .................................................................... 12
m. Production Cut-over...................................................................................................... 12
n. 60 Calendar days of post -implementation support ......................................................... 12
o. Post Implementation Review ........................................................................................ 12
5. Out of Scope ................................................................................................................. 13
6. County of Fresno Staff .................................................................................................. 13
a. Roles and Responsibilities ............................................................................................ 14
b. Additional County Responsibilities ............................................................................... 15
7. Fujitsu Staff .................................................................................................................. 16
8. Deliverables.................................................................................................................. 18
9. Acceptance Criteria ...................................................................................................... 23
a. Project Deliverables ...................................................................................................... 23
b. Code / Sprint Acceptance .............................................................................................. 24
10. Performance Criteria ..................................................................................................... 25
a. Code Sprint .................................................................................................................. 25
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b. System Performance ..................................................................................................... 25
c. Production Implementation ........................................................................................... 25
11. Location of Services ..................................................................................................... 26
12. Total Project Price ........................................................................................................ 26
13. Expenses ...................................................................................................................... 26
14. Payment Milestones ...................................................................................................... 27
15. Milestone Acceptance Criteria ...................................................................................... 27
16. Disaster Recovery ......................................................................................................... 28
17. Change Management .................................................................................................... 28
18. Point of Contact ............................................................................................................ 28
19. Warranty ...................................................................................................................... 29
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Statement of Work
This Statement of Work is part of, and attached as Exhibit B to, the agreement (“Agreement”) between the
County of Fresno, a political subdivision of the State of California (“County”) and Fujitsu America, Inc., a
California corporation (“Fujitsu”).
The objective of the project described in this Statement of Work (“SOW”) is for Fujitsu to migrate the
County’s Property Management Information System (“PMIS”) from its current IBM mainframe environment
to operate in a Windows server / C# / .Net / Structured Query Language (“SQL”) Server database
environment (hereinafter, “new environment”) within County’s secure network or AZURE cloud platform.
Fujitsu will convert existing applications and ensure that those converted, migrated applications function
in the new environment.
Numbers in this document in the format M### or P### (fo r example, “M036,” “M050,” “P120,” and “P219”)
are organizational reference tags for convenience only. They refer to work product and deliverable
documents that will be generated by Fujitsu and reviewed and approved by the County, as described in this
SOW, and according to the terms of this Agreement.
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Project Overview
1. Project Name
The name of the project described by this SOW is “Property Tax System Modernization Project,” referred
to below as “project” or “the project.”
2. Project Objectives
The objective of the project is to migrate the PMIS from the IBM mainframe to the new environment
within County’s secure network or AZURE cloud platform.
3. Project Description
To complete the project, Fujitsu will provide all of the following services (“Services”) to County, subject to
the terms of this Agreement including this SOW:
• Convert the PMIS from the current IBM environment to a Windows .Net, C#, SQL Server
environment.
• Design and implement a SQL Server database and migrate Virtual Storage Access Method
(“VSAM”) (both structure and data) into that SQL Server database so that the new SQL Server
database is functionally equivalent to the old VSAM.
• Convert COBOL programs from the current IBM environment to the new environment.
• Convert IBM Job Control Language (“JCL”) jobs to PowerShell.
• Assist in the setup, system rebuild , and deployment of the modernized PMIS into County testing
environments.
• Write test scripts to be used during Unit, Functional, Quality Assurance and User Acceptance
testing activities.
• Perform Unit and Functional testing of the modernized PMIS on Fujitsu’s test environment.
• Perform performance testing of the modernized PMIS.
• Create and deliver training for the County’s information technology (“IT ”) staff in the County’s
Internal Services Department (“ISD”), and in the Offices of the County’s Assessor -Recorder
(“Assessor”) and Auditor -Controller/Treasurer -Tax Collector (“Auditor”), and for users in the
Offices of the Assessor and the Auditor .
• Assist in the Production Cut-over process and activities.
• Provide post-implementation support for the modernized PMIS for 60 calendar days beyond the
date of First Production Use as defined in Section 1 of this Agreement.
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The PMIS source code component per subsystem counts are as follows:
Full Name COBOL BATCH COBOL CICS Includes /
Copybook CICS Maps JCL/PROCLIB
Count LoC Count LoC LoC Count LoC Count LoC
Assessor
Information
Control System
34 56,140 9 62,840 5,620 7 3,421 28 4,963
Appraisal
Information
System
26 25,815 9 23,842 2,504 9 4,364 37 3,277
Homeowners
System 19 10,948 3 7,248 409 4 2,201 26 2,481
Mobile Homes 2 997 2 3,103 231 2 821 5 292
Personal Property 69 56,851 13 35,917 2,103 13 7,261 73 14,343
Situs System 8 2,882 2 4,617 42 4 1,056 9 938
Secured Master
System 61 4,277 8 19,353 1,012 5 3,060 60 12,613
Secured Values
system 33 25,974 1 2,464 222 1 1,100 48 5,195
Collections System 67 58,425 4 3,015 187 1 210 57 10,406
Prior Years
Unsecured 17 17,145 143 10 1,933
Rate Structure
System 17 15,133 340 32 3,267
Secured
Delinquent
System
88 112,203 15 28,295 2,786 41 8,596 45 9,273
Secured Extension
System 97 74,778 71 214,112 13,037 44 19,993 85 12,450
Supplemental
System 88 94,959 45 148,845 11,081 24 8,365 60 12,202
Unsecured System 92 80,926 19 59,429 2,358 19 15,257 112 22,225
Totals 718 637,453 201 613,080 42,075 174 75,705 687 115,858
The PMIS batch utility source code components are as follows:
Batch Utilities (COBOL) Count LoC
CC 9 1523
UN 1 28
B098 18 5487
WK 1 301
SL 1 30
AL 1 210
Total 31 7579
Total PMIS source code components are as follows:
COBOL Screen JCL/PROC Line of Code
Total 950 174 687 1,491,750
Data components are as follows:
GDG Models Generations VSAM
Total 150 2800 377
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4.In Scope
The following services to be performed by Fujitsu are included within the scope of this SOW:
a.Project Management
Fujitsu will use its methodology, Macroscope, as its primary management and delivery approach.
Macroscope is Fujitsu’s methodology, file repository, and toolset that provides access to
procedures, techniques, deliverable templates, report templates, and approaches for the entire
lifecycle of IT solutions embracing Information Technology Infrastructure Library (ITIL), Project
Management Body of Knowledge (PMBOK), Business Analysis Body of Knowledge (BABOK),
Development Operations (DevOps), Agile, and many other standards and frameworks. Fujitsu will
provide deliverables through Macroscope. Fujitsu will ensure that the County is able to revie w
and monitor deliverables, and provide comments and responses, through Macroscope.
Fujitsu will generate the following project management deliverables, which provide vital
information promptly to help monitor and control the project:
M036 – Project Schedule and Integrated Plan
M050 – Bi-Weekly Status Report
M016 – Resource Plan
M017 – Communication Management Plan
M018 – Project Risk and Issues Management Plan
M047 – Project Risk Log
M048 – Project Issue Log
M052 – Deliverable Review and Approval Log
M053 – Deliverables Status Log
M042 – Change Request
M044 – Change Request Log
Each of the project management deliverables listed above is described in more detail in Section 8 of this
SOW.
b.Architecture
Fujitsu will execute a full inventory assessment of the PMIS system. Fujitsu will use its
PROGRESSION Code analysis tool to execute an automated code assessment, which includes:
-the output of the PROGRESSION code analysis tool to understand the components type,
references, dependencies, and code complexity;
-a high-level analysis of the dependency references for any missing components;
-identifies any 3rd party tools used within the PMIS application; and
-an assessment for the PMIS application baseline inventory. Fujitsu will then determine
the completeness of the inventory and build the technical scope for the conversion
(including, but not limited to, every interface; and missing, obsolete, and 3rd party
modules), dependencies, types, complexity, and break the work into successive sprints
with intended timelines and functional areas.
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During the inventory assessment activities, County supporting activities will include the
following:
-aid in locating and delivering any missing components that Fujitsu requires for the
inventory assessment;
-for the online applications, provide a list of in-scope online transaction codes for the
applications;
-for each batch application, provide a list of jo b streams dependencies that are part of the
batch application, or provide a softcopy report of the job streams and dependencies for
the batch application from the job scheduling system, whichever is appropriate to that
batch application as agreed by the Project Managers;
-assist in resolving any questions regarding duplicate components;
-provide insight into areas of special processing, interfaces, etc.; and
-verify the resulting reports’ contents, ensuring that the components that make up the
applications are correctly classified.
During the Architecture phase Fujitsu will generate the following deliverables:
P120 Inventory
P219 Software Architecture
P370 Architecture Design
P340 Data Conversion Rules
P340 Production Data Conversion Strategy (will be produced later in the project)
Each of the deliverables listed above is described in more detail in Section 8 of this SOW.
c.Source Code Conversion
Fujitsu will use its PROGRESSION automated tool suite to:
-convert the County’s PMIS mainframe application COBOL/CICS/VSAM/JCL applications to
a modern Microsoft Windows, .NET, C#, SQL Server platform;
-convert all code and data “as-is,” which preserves current data, functionality, business
rules, and “look and feel” that exists on the legacy mainframe;
-migrate the user access security “as is”; and
-replicate the current business processes and batch run stream, which will allow
continuity of the assessment, billing, and collection of the County’s property tax revenue.
The conversion and testing activities will be executed within Fujitsu’s secured AZURE managed
lab that is located according to CSP security requirement and have data encrypted at rest and
implement MFA.
-
Fujitsu will generate the following deliverable with each Sprint delivery:
-P650/P600 Migrated Source Code & Database
The deliverable listed above is described in more detail in Section 8 of this SOW.
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d. Data Conversion
Fujitsu will use its PROGRESSION tool suite to:
- convert County data from VSAM to SQL tables and automatically generate a Data Access
Component (DAC) based on the design of the old VSAM structure and the new database ;
and
- generate validation reports comparing the VSAM data to the target SQL Server database
to verify data accuracy and integrity.
• VSAM tables may contain the following types of Personal Information:
- Property taxpayer name, address, and social security number
e. System Security
Fujitsu will work with the County to design a Single Sign On (SSO) user authentication and
authorization for the converted mainframe application. With agreement from the County, Fujitsu
will select an SSO solution during the project’s architecture phase, which the County will confirm
the SSO solution meets the County’s security standard. The SSO will integrate with the County’s
Active Directory.
f. System Utilities
Fujitsu will use its PROGRESSION assessment activities to identify all system utilities involved in
the PMIS application, and will migrate or replace all relevant utilities to the new Microsoft
Windows .NET environment
g. Modern Environment
Fujitsu will use its PROGRESSION tool suite to migrate the PMIS application to the Microsoft
Windows .NET platform using C# language, SQL Server database . During the architecture, the
target deployment platform will be decided between on premise or cloud AZURE deployment.
h. Testing
Fujitsu will write test scripts to be used during Unit, Functional, Quality Assurance and User
Acceptance testing phases:
- From the mainframe test environment with test data that will be provided to Fujitsu for
conversion to SQL
Fujitsu will execute a full test cycle to ensure that the modernized PMIS application retains all its
integrity and robustness:
- Unit Testing : performed by Fujitsu developers in their unit test environment
- Functional Testing : performed by Fujitsu functional testers in a AZURE test environment
- Quality Assurance : performed by County staff in a test environment and supported by
Fujitsu
- User Acceptance Test : performed by County staff in pre-production environment and
supported by Fujitsu
- Automated regression and performance tests after code delivery
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Fujitsu will use Jira to track project related tickets / defects. If desired and approved by the
County Project Manager, the County Test Team will have the ability to integrate their reporting
process with Fujitsu for a single tracking system.
Fujitsu will use Microsoft Azure DevOps for its internal Continuous Delivery/Continuous
Integration (“CD/CI”) processes to support the PMIS conversion and testing activities. Any
DevOps Repo setup and automated pipeline scripts created during the project can be included
and provided to the County to create a County environment if desired. Fujitsu also uses internal
automated test tools to execute regression and performance tests thru all testing phases of the
project. These scripts can also be included and provided to the County for no additional cost if
requested by the County’s Contract Administrator.
Fujitsu will generate the following testing deliverables:
P405 Test Strategy & Plan
P770 Fujitsu Test Results
Each of the testing deliverables listed above is described in more detail in Section 8 of this SOW.
i. Reporting
Fujitsu will convert existing report programs so that the report formats are migrated as -is from
the legacy platform to the new platform. This allows for proper integration with existing external
processes. The reporting migration strategy is as follows:
- Generating a PDF file of the report: all converted reports will support PDF generation;
- Storing the report file in the specified file system location: all converted reports will
support a similar report file structure and file format as found in the legac y environment;
- Handling report security: Fujitsu will deploy a security strategy following the Microsoft
standard and best practices to provide similar or improved secure access to reports in the
modernized application; and
- Integration with web-based PDF report posting process.
Fujitsu’s PROGRESSION tool suite supports integrating with different external processes and will
retain the same file format as the legacy system.
j. Documentation
Fujitsu will provide updated documentation through test scripts in electronic format, which
details how users, administrators, and staff perform specific functions in the system. Where
applicable, Fujitsu will use the legacy documentation provided by the County as a foundation and
update it to reflect the new platform.
k. Performance Testing
Fujitsu will validate the modernized PMIS application, and remediate if necessary , so that it
performs as well, or better than, the Legacy Performance Baseline defined in Section 6.
Fujitsu will generate the following performance testing deliverables:
P415 Performance and Stress Testing Plan
P914 Technical Performance Report
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Each of the performance testing deliverables listed above is described in more detail in Section 8
of this SOW.
l.Knowledge Transfer & End User Training
Fujitsu will provide User Manuals, in electronic format, to be used in the project's training phase
to present system functionality to end -users which will focus on the differences between the
legacy environment and the new modern environment.
Fujitsu will generate the following knowledge transfer and training deliverables:
P710 Training and Knowledge Transfer Plan
P710 Training Material
Each of the knowledge transfer and training deliverables listed above is described in more detail
in Section 8 of this SOW.
m.Production Cut-over
Fujitsu will assist the County in the creation of the cut-over and implementation strategy based
on a single go-live approach.
Fujitsu will provide installation assistance and support to the County during the cut-over and
implementation execution activities.
Fujitsu will support the creation of the following cut-over deliverable by generating the first draft
and then collaborating with the County on revisions :
P450 Application Transition Document and Production Implementation Plan
P720 Deployment and Installat ion Guide
The cut-over deliverables listed above are described in more detail in Section 8 of this SOW.
n.60 Calendar days of post-implementation support
On the date of First Production Use Fujitsu will start a maintenance and post-implementation
support period for the modernized PMIS. That period will last earlier of (i) 60 calendar days, or
(ii)until the County gives notice of Final System Acceptance, as that term is defined in Section 1 of
this Agreement. During that period, the Fujitsu team will provide maintenance services for the
modernized PMIS to ensure that it performs in the production environment as specified in this
Agreement.
At the end of the 60 days of post-implementation support, or after the County gives notice of
Final System Acceptance, the County will be fully responsible for the ongoing maintenance of the
delivered code.
o.Post Implementation Review
Fujitsu will conduct a post-implementation review within 3 months after Final System
Acceptance to evaluate if the system is working as specified.
The review will be based on the f ollowing key questions:
Did our conversion project meet the County’s goals and objectives?;
Did we deliver the necessary functionality found in the legacy system?;
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Did we accurately convert the data from the legacy system?;
Did we deliver the necessary performance found in the le gacy system?;
How well is the user community adapting to the new modernized PMIS application, and
what is their level of satisfaction?;
How well did the Fujitsu post-implementation team perform in providing maintenance
services and the hand-off to the County IT support?; and
Overall County of Fresno satisfaction regarding Fujitsu services.
The results of this Post Implementation Review will be used only as a basis to discuss future
services.
5.Out of Scope
The following items are excluded from the scope of this SOW:
•Conversion of any component whose source code is missing
•Conversion of the tape backups (aka Archived data)
•Conversion of the generations data files not needed for go-live (aka Archived data)
•Further documenting the source code beyond the test scripts provided during the testing phases.
•Training County technical staff on Microsoft or AZURE platform technologies
•Any adjustments that would be needed to external applications
•Architectural changes that are not necessary for the modernized PMIS to work as specified and
required by the County
•All activities related to batch scheduler migration, including procuring, installing, and maintaining
a batch scheduling component
•All activities related to any enterprise output management tool, such as PageCenter X software
migration and/or integration.
•All activities related to procuring, installing, maintaining, and managing all infrastructure
(hardware and software) components and licenses for the Micro soft or AZURE platform,
including Windows Server, .NET Framework, SQL Server, Microsoft Visual Studio, REACT.js, JSON,
ASP.NET MVC/Web API, C# language, and PowerShell, including any AZURE account and platform
related expenses.
•Document Management Utility: Laserfiche document management system and enterprise PCX
online access
•Integration/testing activities of external PC-based software such as PRINT VIEWER, TAX
COLLECTOR (RT Lawrence FIRST View – Remittance Processing System, Sonant Corporation –
ClientCall (including attachmate) and WEB/IVR, Heartland payment solution)
•Decommissioning of the legacy environment (after conversion and go -live of the modernized
PMIS)
6.County of Fresno Staff
In order for Fujitsu to perform the Services, County will appoint proper staff, with the knowledge,
experience and availability to provide the input necessary for ensuring the project work products are
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prepared accurately, completely and consistently. County staff responsibilities and expectations are
outlined below.
a.Roles and Responsibilities
The County will designate individual persons for each of the following roles, and those persons
collectively are the “County Project Team” and shall have the following responsibilities:
Role Responsibilities
Project Manager ◼Manage the activities of County personnel, including the County
Project Team;
◼As needed, escalate issues, risks and problems to the Fujitsu
authority identified in Exhibit C to the Agreement;
◼Main point of contact between County and Fujitsu for non-technical
issues related to the administration of this Agreement, and may
escalate issues within the County, as needed;
◼Along with Fujitsu’s Project Manager, ensure deliverables are
reviewed and approved in a timely manner; and
◼Carry out project progress and status reviews with Fujitsu Project
Team and County Project Team.
Application Subject Matter
Expert
(for each application)
◼Represent the County’s users for the purpose of the project;
◼Provide guidance and advice to the Fujitsu Project Team about
application functions and related business processes; and
◼Ensure that the County users are able to use the modernized PMIS
for all of their business purposes.
Technical Resource ◼Work collaboratively with Fujitsu to validate that the delivered
system meets the functional, non-functional, and technical
requirements of the project; and
◼Validate that the technical solution (hardware platform, application
solution, system interfaces, etc.) is of acceptable quality and meets
the County’s needs.
Quality Assurance Lead ◼Coordinate County User Acceptance testing, and gather benchmark
metrics and system baselines; and
◼Assemble a test team (“County Test Team”) consisting of several
system experts (including IT staff) and user experts responsible for:
•Supporting test scripts creation for the modernized applications
by providing practical information about the County’s functions
and workflows; and
•Perform the User Acceptance testing for the project with the
support of the Fujitsu test team.
County will also make persons available to provide resources and support in the following areas
as reasonable and necessary for Fujitsu to complete the project:
Resources Degree of Access / How utilized
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COBOL Developers Occasional assistance in understanding program logic related to a current
business function, or help in finding missing source, etc.
Database Administrators Occasional assistance in VSAM / Data file extraction.
Network Administrators Assistance with VPN/remote access to the County network (getting started,
troubleshooting).
Infrastructure Team
Lead Occasional discussions about target Server/Network configuration.
Security Administrator Assistance with gaining access to data resources on a need-to-know basis
throughout all phases.
b.Additional County Responsibilities
The County will:
•Provide all source code and components to be modernized by Secure File Transfer Protocol
(SFTP) within two weeks after this Agreement is signed.
•Provide missing PMIS components, once identified, within a reasonable timeframe. In most
instances, a component will be delivered within 3 business days. In the case of a complicated or
difficult to find component, the timeline may be longer. The County will endeavor to provide
each component as quickly as possible.
•Within two weeks after this Agreement is signed, provide Fujitsu with remote access to a
working mainframe test version of the PMIS Online application (including test data).
•Provide Fujitsu with remote access to the future on-premise environment to facilitate Fujitsu
support services to the County
•Provide access to test data both in PMIS and related systems for integration testing
•Support and execute data extract jobs and COBOL programs provided by Fuji tsu
•Provide online and batch test data, including:
‒Extracted data files, provided to Fujitsu via SFTP
‒If needed, a list of attributes that require sanitization, which will be anonymized in the
SQL database, to allow remote work resources for Fujitsu.
‒Batch files including permanent, intermediate and expected output data files , reports
and control cards for batch testing.
‒Online reports and any input-output data files utilized for the transactions displayed in
the reports.
•Provide performance statistics of the online and batch components, processes and batch
windows in the current environment and agree with Fujitsu on the which of these performance
statistics will be used to measure system performance ( the “Legacy Performance Baseline”)
before the start of Sprint 1 code conversion.
•Put County test environment in place before delivery of Sprint 1
•Put modernized PMIS in place with testable data within production environment before the start
of User Acceptance Testing.
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•Subject to County’s security procedures, provide access to identified Fujitsu persons who need
remote access to the County test and production environments.
•Provide any adjustment to external applications by the start of the associated code conversion
Sprint as defined in the P219 Software Architecture.
7.Fujitsu Staff
Fujitsu will designate individual persons for each of the following roles, and those persons
collectively are the “Fujitsu Project Team” and shall have the following responsibilities:
Role Role and Responsibilities
Project Manager ◼Manage the activities of Fujitsu personnel, including the Fujitsu
Project Team;
◼Serve as the first point of escalation between County and Fujitsu
for contractual issues, and escalate issues within Fujitsu, as
needed;
◼In collaboration with County Project Manager, escalate issues,
risks and problems to the identified authority as needed;
◼Perform quality assurance of all plans, schedules and other
documents produced by the Fujitsu project team, including all
deliverables under this Agreement including this SOW;
◼Control deliverable review and obtain internal written approval
for them;
◼Provide bi-weekly project progress and status reviews to County
Project Team
◼Ensure that the Fujitsu Project Team follows County security
requirements as provided in Exhibit B to this Agreement, titled
“Data Security,” and County standard practices, and Fujitsu
Macroscope project processes, deliverables, and techniques
where appropriate, for all phases of the project, including but not
limited to initiation; planning; execution, which includes the
following sub-phases: architecture, hosting installation and setup,
application conversion, knowledge transfer and end user training,
production cut-over, and post-implementation support; control;
and closing;
◼Manage scope and project schedule;
◼Manage change control.
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Role Role and Responsibilities
Solution Architect ◼Lead the functional aspects of the modernization (“functional
aspects” means those aspects related to ensuring that the
modernized PMIS functions as specified and required by the
County);
◼Reviews key project deliverables to manage the project within the
scope according to the terms of this Agreement including this
SOW;
◼Provide expertise and advice to County for the definition of the
modernization processes, and selection of techniques and tools
supporting those processes;
◼Monitor, support, and ensure the quality and delivery of project
deliverables (including P120, P219, P370, P405, P340, P415, P914,
P720, P710, P450, and P650/P600);
◼Resolve issues related to the modernized PMIS and the migration
process, techniques, or tools; and
◼Ensure that the project deliverables (including P120, P219, P370,
P405, P340, P415, P914, P720, P710, P450, and P650/P600) are
compliant with the requirements of this Agreement including this
SOW (quality control) and that scope is controlled to remain
within the terms of this Agreement, including this SOW .
Technical Architect ◼Lead the technical aspects of the modernization (“technical
aspects” means those aspects related to the particular software,
source code, and hardware of the PMIS);
◼Monitor, support, and ensure the quality and delivery of project
deliverables (including P120, P219, P370, P405, P340, P415, P914,
P720, P710, P450, and P650/P600);
◼Resolve issues related to the modernized PMIS and the migration
process, techniques, or tools;
◼Coordinate the activities of the technical team (including the Data
Architect / Migration Specialist, the Developer, and the Tester);
and
◼Ensure that the project deliverables (including P120, P219, P370,
P405, P340, P415, P914, P720, P710, P450, and P650/P600) are
compliant with the requirements of this Agreement including this
SOW (quality control) and that scope is controlled to remain
within the terms of this Agreement, including this SOW .
Data Architect / Migration
Specialist
◼Design the target data model;
◼Create and/or review data models produced in support of the
data analysis deliverables, including but not limited to P340 Data
Conversion Rules and P650/P600 Migrated Source Code &
Database;
◼Define the data migration processes, and select techniques and
tools necessary to accomplish those processes; and
◼Support the execution of the data migration processes by
providing advice, expertise, and review for the automated and
manual processes of converting the data
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Role Role and Responsibilities
Developer ◼Clean compile modernized PMIS code and identify anomalies;
◼Perform Unit Testing; and
◼Support and address reported defects found during each level of
testing, including but not limited to performance testing, stress
testing, system integration testing, quality assurance testing, user
testing, functional testing, quality assurance testing, user
acceptance testing, and automated regression and performance
tests after code delivery.
Tester ◼Create test scripts and automated scripts, including
documentation within test scripts;
◼Execute test scripts and validate results for both online and batch
programs;
◼Execute defect management resolution process; and
◼Document platform differences for user training, as part of the
documentation described under the heading “Documentation” in
Section 4 of this SOW.
8.Deliverables
Fujitsu will provide the project deliverables to the County under this SOW, as provided in the table below.
With the exception of code and data files, each deliverable shall be provided as a shared document
through a secure shared portal within Macroscope. Fujitsu will carry out each “Fujitsu Responsibility” and
the County will carry out each “County Responsibility.”
Deliverable Name Deliverable Description Fujitsu
Responsibility
County
Responsibility
M036 – Project
Schedule and Integrated
Plan
The Project Schedule and
Integrated Plan deliverable
contains the Work Breakdown
Structure (WBS), which forms the
basis for costing, scheduling, and
work assignments. The WBS
definition is guided by the
reporting and control
requirements, set forth in M050
Bi-Weekly Status Report, M047
Project Risk Log, M048 Project
Issue Log, M052 Deliverable
Review and Approval Log, and
M053 Deliverables Status Log and
by the project documentation
deliverables, including P710
Training and Knowledge Transfer
Plan and P710 Training Material ,.
Develop, deliver for
review & approval,
and maintain
throughout the
term of this
Agreement,
including this SOW
Contribute, review,
and
approve
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Deliverable Name Deliverable Description Fujitsu
Responsibility
County
Responsibility
M016 - Resource Plan
The Resource Plan deliverable
outlines the Fujitsu Project
Team’s organization structure,
roles and responsibilities
Develop, deliver for
review & approval,
and maintain
throughout the
term of this
Agreement,
including this SOW
Contribute, review,
and
approve
M017 – Communication
Plan
The Communication Plan
deliverable identifies the project
individuals for both Fujitsu and
County who requires what
information and when it is
required
Develop, deliver for
review & approval,
and maintain
throughout the
term of this
Agreement,
including this SOW
Contribute, review,
and
approve
M018 – Project Risk and
Issues Management
Plan
The Project Risk and Issues
Management Plan deliverable
outlines the strategy for
managing the project's risks and
issues and describes the
corresponding approach,
responsibilities, activities, and
tools. This plan identifies the
managers who have primary
responsibility for managing the
risks and issues and the domains
for which they carry this
responsibility.
Develop, deliver for
review & approval,
and maintain
throughout the
term of this
Agreement,
including this SOW
Contribute, review,
and approve
M050 – Bi-Weekly
Status Report
The Bi-Weekly Status Report
deliverable documents and
describes the state of the project.
It provides information on project
scope, schedule, cost, human
resources, quality, risk, and
issues, and includes reporting and
control requirements. It focuses
on the area of project
management identified by the
stakeholders.
Develop, deliver for
review & approval,
and maintain
throughout the
term of this
Agreement,
including this SOW
Contribute, review,
and approve
M047 – Project Risk Log
The Project Risk Log deliverable
contains all the project risks,
regardless of their status. It also
summarizes the main
characteristics of each risk. It also
includes reporting and control
requirements.
Develop, deliver for
review & approval
and maintain
throughout the
term of this
Agreement,
including this SOW
Contribute, review,
and approve
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Deliverable Name Deliverable Description Fujitsu
Responsibility
County
Responsibility
M048 – Project Issue
Log
The Project Issue Log deliverable
lists all the project problems or
issues, regardless of their status.
It also summarizes the main
characteristics of each problem or
issue. It also includes reporting
and control requirements.
Develop, deliver for
review & approval
and maintain
throughout the
term of this
Agreement,
including this SOW
Contribute, review
and approve
M052 – Deliverable
Review and Approval
Log
The Deliverable Review and
Approval Log deliverable
identifies the deliverable and the
County Project Manager or other
designated approver with space
to indicate if the deliverable is
accepted, rejected, or
conditionally accepted by the
County. It also includes reporting
and control requirements.
Maintain a log of
reviews and
approvals
Review and
monitor
M053 – Deliverables
Status Log
The Deliverables Status Log
deliverable is a master list of all
project deliverables and their
status. It lists all deliverable
versions, regardless of their
status, and summarizes their
main review and approval
characteristics. It also includes
reporting and control
requirements. Fujitsu will track
comments and detailed
information about each
deliverable in the M052
Deliverable Review and Approval
Log.
Develop and
Maintain
Review and
monitor
M042 – Change Request
The Change Request deliverable
documents a change request, it
contains the information that
defines the change request as
well as the information that
documents each possible solution
alternative to integrate the
requested change into the project
scope.
Develop and
Maintain
Review and
approve as needed
M044 – Change Request
Log
The Change Request Log
deliverable lists all the project
change requests, regardless of
their status. It also summarizes
the main characteristics of each
change request.
Develop and
Maintain
Review and
monitor
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Deliverable Name Deliverable Description Fujitsu
Responsibility
County
Responsibility
P120 Inventory
The Inventory deliverable lists the
inventory of all the mainframe
application components that will
be migrated to the new platform.
It also includes the composition
(sub-system) to be included in
each Sprint/delivery.
Develop, deliver for
review & approval
and maintain
throughout the
project life cycle
Contribute, review,
and approve
P219 Software
Architecture
The Software Architecture
deliverable describes all the key
components of the modernized
PMIS.
Develop and
maintain
Contribute, review
and approve
P370 Architecture
Design
The Architecture Design
deliverable describes all the
software and hardware
components, every environment
(production, test/staging,
development, etc.), and how to
build and deploy (DevOps/CI/CD)
in each environment.
Develop and
maintain
Contribute, review
and approve
P405 Test Strategy &
Plan
The Test Strategy & Plan
deliverable outlines the approach
for testing the modernized PMIS.
It defines the sequence and types
of testing to be conducted over
the term of this Agreement
including this SOW to ensure that
all business functions,
transactions and scenarios are
considered, documented and
tested.
Develop and
maintain
Contribute, review,
and approve
P340 Data Conversion
Rules
The Data Conversion Rules
deliverable documents the data
conversion rules used to
transform the County’s existing
data to the new system.
Develop and
maintain
Contribute, review,
and approve
P340 Production Data
Conversion Strategy
The Production Data Conversion
Strategy deliverable documents
the conversion strategy and
approach for transitioning the
large amount of data from the
mainframe to the Windows
environment while allowing
acceptable downtime during
implementation.
Develop and
maintain
Contribute, review,
and approve
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Deliverable Name Deliverable Description Fujitsu
Responsibility
County
Responsibility
P415 Performance and
Stress Testing Plan
The Performance and Stress
Testing Plan deliverable focuses
on performance testing and stress
testing. It includes the following:
-Preparation, execution, and
verification activities
-Test case summary
enumeration (i.e., the list of
test activities)
-List of participants (both
County & Fujitsu resources)
-Estimated duration of testing
-Planned start and end dates
-Software to be used to
perform this testing
Develop and
maintain
Contribute, review
and approve
P914 Technical
Performance Report
The Technical Performance
Report deliverable provides the
performance and stress testing
results, which include statistics
such as system response time,
service level (including number of
and response time for incidents),
system availability, traffic volume,
resource utilization, and
incidents.
Develop and
maintain
Contribute, review
and approve
P720 Deployment and
Installation Guide
The Deployment and Installation
Guide deliverable provides the
software component
configuration to be installed
including installation instructions
for the modernized PMIS.
Develop and
deliver
Contribute
P770 Fujitsu Test Results
The Fujitsu Test Results
deliverable is provided to County
with each code sprint and
identifies Fujitsu’s functional
testing results.
Develop and
deliver
Review
P710 Training and
Knowledge Transfer
Plan
The Training and Knowledge
Transfer Plan deliverable outlines
the training structure and
summarizes the nature,
objectives, and delivery method
of each portion of training.
Develop and
deliver
Contribute and
approve
P710 Training Material
The Training Material deliverable
is the material used for
knowledge transfer and training.
It may consist of best practices,
presentation, demonstration, or
other format used to transfer
knowledge.
Develop and
deliver
Contribute and
review
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Deliverable Name Deliverable Description Fujitsu
Responsibility
County
Responsibility
P450 Application
Transition Document
and Production
Implementation Plan
The Application Transition
Document and Production
Implementation Plan deliverable
itemizes in detail the production
implementation activities. It also
contains the rollback procedure if
required.
Develop and
contribute
Contribute, review
and execute
P650/P600 Migrated
Source Code & Database
The Migrated Source Code &
Database deliverable contains all
components including converted
data for each scheduled delivery
to the client (code drops). This
also includes the data conversion
and SQL data load programs.
Develop and
deliver
Review
9.Acceptance Criteria
a.Project Deliverables
For each deliverable created under this SOW, Fujitsu will provide County with a Deliverable Acceptance
Receipt (M052 Deliverable Review and Approval). This receipt will describe the deliverable and the
County Project Manager or other designated approver with space to indicate if the deliverable is
accepted, rejected, or conditionally accepted . Conditionally accepted deliverables will contain a list of
deficiencies that need to be corrected in order for County to accept the deliverable.
The County Project Manager will have five (5) business days from receipt of the deliverable to provide
Fujitsu with the signed Acceptance Receipt unless either of the following is true:
1.An alternative schedule is mutually agree d to between Fujitsu and County in advance or via the
M036 – Project Schedule and Integrated Plan. The County’s Contract Administrator is authorized
to agree to such an alternative schedule.
2.The deliverable is one of the following, in which case County will have 20 business days from
receipt of the deliverable to provide Fujitsu with the signed Acceptance Receipt:
a.P770 Test Results (per sprint)
b.P650/P600 Source Code (per sprint)
If County conditionally accepts a deliverable, Fujitsu will review and update the deliverable and provide
the updated version of the deliverable to County for acceptance. The approval duration for the updated
deliverable will be re-started using the same timeframe listed in this section.
For deliverables that are not subject to acceptance testing, namely, all deliverables except for P770 and
P650/P600, acceptance will not be unreasonably withheld or delayed by the County.
For deliverables for which no acceptance cr iteria or time period for acceptance are specified in writing,
deliverables will be deemed accepted or approved by the County if Fujitsu has not received written
notification of non-acceptance or rejection, including the reason for non-acceptance or rejection, within
five (5) business days after delivery by Fujitsu.
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b.Code / Sprint Acceptance
The initial project plan is built around four (4) code sprints, the scope and composition of which are to be
confirmed after the inventory assessment during the Architecture phase . Each successive code sprint will
include content from all prior sprints. In order to allow work under this SOW to proceed without
unnecessary delay in deliverable acceptan ce, the following graduated scale of criteria will be applied to
code sprint acceptance (the “Permitted Allowance”). This scale tolerates some level of defects in code
deliveries to avoid project delays. The level of tolerated defects decreases with each successive code
delivery.
The following table outlines the agreed-to defect severity definitions that County will assign to any found
defect during System Integration / Quality Assurance testing activities. For purposes of this Agreement,
“System Integration” means the process to bring the modernized PMIS online and connect it to existing
processes and other systems; and “Quality Assurance” means the process of identifying defects in the
modernized PMIS that cause it not to function as closely as possible to the legacy PMIS system.
Severity of
Defect
Description of Defect
Critical The execution of a functional operation leads to a catastrophic
failure or system-wide crash and it is not possible to continue
testing the reminder of the delivery .
Very High The execution of a functional operation leads to a catastrophic
failure or system-wide crash, but it is possible to continue testing
the remainder of the delivery by bypassing the failing operation .
High A functional operation does not produce the right results and
negatively impacts results of other functional operations .
Medium A functional operation does not produce the right results but does
not impact results of other functional operations. A work around
(using the system and using an alternate functional process to
achieve the same business need) exists that allows going live with
this defect.
Low Defect relates to a cosmetic or annoying characteristic but does
not materially affect the successful completion of functional
operation.
Number of total outstanding defects allowed at the completion of each sprint, per defect severity level
Critical Very High High Medium Low
Sprint 1 0 5 10 20 40
Sprint 2 0 3 7 16 32
Sprint 3 0 1 6 12 25
Sprint 4 0 0 5 10 20
Production
Implementation 0 0 0 5 10
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The following also applies to the identification and categorization of defects:
•If the same problem exists at multiple places in the application, then it is considered one
defect, not multiple defects, unless it cannot be fixed with a single solution.
•Accepted differences between the IBM and the Windows environment will not be
considered defects. An example of such difference is the sort order impacted from the
difference between Extended Binary Coded Decimal Interchange Code (EBCDIC) and
American Standard Code for Information Interchange (ASCII) characters sequence.
•Before Production Implementation, Fujitsu will conduct a review of all issues to ensure that
the severity categorization of any remaining issues is mutually agreed upon by the Fujitsu
Project Manager and the County Project Manager.
10.Performance Criteria
The parties will tolerate some level of performance defects in code deliveries to avoid project delays.
However, performance levels must be at an acceptable level prior to Production Implementation of the
system. Whether performance levels are at an acceptable level is in the sole determination of the County.
a.Code Sprint
If Fujitsu determines that any component of the modernized PMIS involved in a particular sprint requires
extensive design or architectural changes to improve performance, and if the County agrees, that
component will not be accepted by the County as part of the normal acceptance process for that sprint.
Instead, the component will be addressed in a subsequent sprint and code delivery, and Fujitsu shall
revise M036 Project Schedule and Integrated Plan to account for this change and present it to the County
for review and approval. If the County does not agree that the component requires extensive design or
architectural changes to improve performance, the County shall make the final determination between
delaying acceptance for the current sprint and code delivery or rescheduling the component into a
subsequent sprint and code delivery.
b.System Performance
Fujitsu shall ensure the modernized PMIS provides similar or greater level of business functionality and
performance than was accomplished through the legacy system.
The nightly batch processing will remain functionally equivalent to the current nightly batch processing
and will not exceed the current execution window for nightly batch processing.
c.Production Implementation
Performance of the modernized PMIS expected at the production implementation will be for the
P650/P600 Migrated Source Code & Database as provided in this section,. Agreed service levels, as set
forth in the deliverables including but not limited to P415 Performance and Stress Testing Plan, P914
Technical Performance Report, and P450 Application Transition Document and Productio n
Implementation Plan, will be based on the Legacy Performance Baseline and will be mutually agreed upon
by both parties prior to the start of the comprehensive testing of the whole system during installation and
before the production cut-over.
Fujitsu will not be responsible for meeting the foregoing performance criteria to the extent that Fujitsu’s
ability to meet the County’s applicable performance criteria is prevented by:
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•Degradation of performance caused by failure and/or malfunction of equipment, hardware,
and software that are not in Fujitsu’s scope, including but not limited to security software,
virus prevention, malware prevention, and operating systems.
•Degradation of performance caused by County’s failure to follow Fujitsu’s reason able
recommendations for equipment, hardware, or software necessary to the modernized PMIS.
•Circumstances beyond Fujitsu’s reasonable control, including without limitation, the
intranet, the internet connectivity, third party services (such as the interface for printing
and scheduling of certain operations), or failure of third-party hardware and software, acts
of God; cyber or denial of service attacks; severe weather; fire; earthquakes; explosions;
floods; strikes; work stoppages; slowdowns or other industrial disputes; accidents; riots or
civil disturbances; acts of war, sabotage or terrorism; dangerous conditions which present a
threat to the safety or health of Fujitsu personnel; disease, contagion, pandemic or
epidemic; acts of government. Scheduled performance dates shall be extended for these
causes.
•County’s failure to provide hardware and/or software as agreed upon by County and Fujitsu
Project Managers that is necessary to host the modernized PMIS.
11.Location of Services
Fujitsu will perform the Services remotely, with travel by Fujitsu employees to the County’s Fresno,
California, facility only when deemed necessary by mutual agreement of Fujitsu and the County.
All Services will be performed by employees of Fujitsu America, Inc., from the United States, Canada, and
India.
12.Total Project Price
The total fixed price for the Project is $3,152,108 USD.
The total fixed price includes travel expenses for key Fujitsu Project Team members (as reasonable and
appropriate to the circumstances) to be onsite at the County’s Fresno, California, facility for workshops
and delivery of deliverables, and onsite presence as needed and agreed by the parties’ Project Managers
during the implementation.
Fujitsu’s fixed price is based on the inventory components and counts provided in S ection 3 Project
Description
Any services not provided in this SOW that is documented as a Change Request will be charged as a fixed
price.
Subject to Section 6 of the Agreement, Fujitsu shall invoice and County shall pay invoices issued as set
forth in the Payment Milestones in Section 14
13.Expenses
County will reimburse Fujitsu all reasonable and necessary out-of-pocket travel, lodging, and related
expenses (in excess of those included within the fixed fee as described in Section 12) incurred by Fujitsu in
performing the services, but only if County approves those expenses in writing prior to Fujitsu incurring
them.
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14.Payment Milestones
The following table identifies milestones that, upon occurrence, will allow Fujitsu to invoice County for the
payments listed:
Phase Deliverable Cost
Initiation Signed Agreement including Exhibit B, this M002
Statement of Work $ 310,000
Planning Acceptance - Project Management Deliverables $ 150,000
Execution Acceptance - Architecture Deliverables $ 400,000
Application Conversion
Deliver - Sprint 1 $ 350,000
Acceptance - Sprint 1 $ 250,000
Deliver - Sprint 2 $ 300,000
Acceptance - Sprint 2 $ 250,000
Deliver - Sprint 3 $ 300,000
Acceptance - Sprint 3 $ 250,000
Deliver - Sprint 4 $ 300,000
Acceptance - Sprint 4 $ 115,000
Knowledge Transfer & End
User Training Acceptance - IT Staff Knowledge Transfer Deliverables $ 95,000
Production Cut-over System Accepted and Ready for GO -LIVE $ 82,108
Total Cost $ 3,152,108
15.Milestone Acceptance Criteria
The following identifies the acceptance criteria for each milestone.
Milestone Acceptance Criteria
Signed Statement of Work Agreement including Exhibit B, this M002 Statement of
Work approved and executed by both parties
Project Management Deliverables
Deliverables M017 Communication Management Plan,
M018 — Project Risk and Issues Management Plan & M016
Resource Plan have been reviewed and approved by County
Architecture Deliverables
Deliverables P120 Inventory, P219 Software Architecture,
P370 Architecture Design, and P340 Data Conversion Rules
have been reviewed and approved by County
Sprint 1 Delivery Sprint 1 code as described in deliverable P120 Inventory has
been delivered to County
Sprint 1 Acceptance
County has executed all associated test scripts for sprint 1
code, defects are documented, discussed , and agreed by
County that they are within the Permitted Allowance
Sprint 2 Delivery Sprint 2 code as described in deliverable P120 Inventory has
been delivered to County
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Milestone Acceptance Criteria
Sprint 2 Acceptance
County has executed all associated test scripts for sprint 2
code, defects are documented, discussed , and agreed by
County that they are within the Permitted Allowance
Sprint 3 Delivery Sprint 3 code as described in deliverable P120 Inventory has
been delivered to County
Sprint 3 Acceptance
County has executed all associated test scripts for sprint 3
code, defects are documented, discussed , and agreed by
County that they are within the Permitted Allowance
Sprint 4 Delivery Sprint 4 code as described in deliverable P120 Inventory has
been delivered to County
Sprint 4 Acceptance
County has executed all associated test scripts for sprint 4
code, defects are documented, discussed , and agreed by
County that they are within the Permitted Allowance
Knowledge Transfer & End User
Training
Migrated system structure and daily operations training
material has been developed for County system operators
and maintenance developers; and that training material has
been delivered and training sessions completed .
User training material has been developed and delivered
and training sessions completed
Production Cut-over
P450 Application Transition Document and Production
Implementation Plan preparedness checklist has been
completed and executed. Final Fujitsu onsite team review of
the modernized PMIS prior to Production Implementation.
All Fujitsu deliverables identified in the M036 Project Plan
have been updated and ready for final handoff to County
prior to Production Implementation
16.Disaster Recovery
Backup and disaster recovery is a County responsibility.
17.Change Management
Changes to the Project scope, plan, or schedule, or changes to this SOW, will be handled through a written
M042 – Change Request. All changes shall be in writing and signed by the County and Fujitsu.
As provided in section 3.D. of this Agreement, the County’s Contract Administrator is authorized to approve
changes in the Project scope, plan, or schedule, as needed under this SOW, unless such changes would
increase the total compensation payable to Fujitsu by more than 10 percent. Changes in project scope, plan,
or schedule that would increase the total compensation payable to Fujitsu by more than 10 percent must
be approved by the County’s Board of Supervisors under section 8 of this Agreement. The auth ority of the
County’s Contract Administrator does not include modifications under section 8 of this Agreement.
18.Point of Contact
For the duration of this project, the following project managers shall serve as the points of contact for day -
to-day communication:
•County Project Manager : Isaac Avina (iavina@FresnoCountyCA.gov)
•Fujitsu Project Manager : Kathleen Payeur (Kathleen.Payeur@fujitsu.com)
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19.Warranty
With respect to any deliverable or other services, excluding any County provided or third party materials,
Fujitsu warrants for a period of thirty (30) days following acceptance by County of the particular
deliverable or the performance of such other services (the “Warranty Period”) that (i) the applicable
services rendered hereunder will be performed by qualified personnel and (ii) the deliverable or services
will materially conform to the specifications, if any, and/or Acceptance Criteria, if any, for the specific
corresponding deliverables or services as set forth and agreed to in the applicable SOW. In the event that
any deliverable or Service fails to conform to the foregoing warranties in any material respect, Fujitsu, at
its expense, shall have the right and obligation to cure such failure as soon as reasonably practical. If
Fujitsu is unable to cure such failure within a commercially reasonable period of time, County may pursue
its remedy at law to recover direct damages resulting from the breach of the limited warranties, subject
to the limitations set forth in the Agreement. These remedies are the exclusive remedies and Fujitsu’s
only obligation for breach of the warranties contained in this Section 19. Fujitsu does not warrant that
any deliverable will operate uninterrupted or error-free, provided that Fujitsu shall remain obligated
pursuant to this Section 19. The foregoing warranties are expressly conditioned upon (a) County
providing Fujitsu with prompt written notice during the Warranty Period of any claim hereunder, which
notice must identify with particularity the non -conformity; (b) County’s cooperation with Fujitsu in all
reasonable respects relating thereto, including assisting Fujitsu to locate and reproduce the non-
conformity; and (c) with respect to any deliverable, the absence of any alteration or other modification of
such deliverable by anyone other than Fujitsu. The foregoing warranties will not apply if the alleged
breach of warranty is due to third party hardware, software and any other services or goods supplied by
third parties (including County) not conforming to their respective technical, functional and performance
specifications and criteria, and Fujitsu shall have no liability or obligation as a result thereof. Fujitsu does
not warrant and is not responsible for the products or services of any third party. EXCEPT AS EXPRESS LY
PROVIDED IN SECTION 19, FUJITSU DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND,
WHETHER SUCH WARRANTY BE EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY FROM COURSE OF DEALING O R USAGE OF
TRADE.
Exhibit C Escalation Contacts
C-1
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(1)
COUNTY CONTRACTOR
Contact # 1: Contact # 1:
Lily Ji Name: Kathleen Payeur
Information Technology Manager Title: Project Manager
Office Phone: (559) 600- Office Phone:
Email: lji@fresnocountyca.gov Cell Phone: (978) 337-9887
Email: kathleen.payeur@fujitsu.com
(2)
COUNTY CONTRACTOR
Contact # 2: Contact # 2:
Eric Matthews Name: Young Cho
Information Technology Division Manager Title: Director, Application Services
Office Phone: (559) 600-5800 Office Phone:
Cell Phone: (734) 516-7606
Email: ematthews@fresnocountyca.gov Email: younghyo.cho@fujitsu.com
Exhibit D
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Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno (“County”), members of a contractor’s
board of directors (“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.
The form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4).
Exhibit D
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(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: