HomeMy WebLinkAboutAgreement A-22-084 with Quool LLC.pdf-1-
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A G R E E M E N T
THIS AGREEMENT (“Agreement”) is made and entered into this day of , 2022,
by and between the COUNTY OF FRESNO, a political subdivision of the state of California ("COUNTY"),
and Quool, LLC, a California limited liability company, 6083 N Figarden Drive Road, Ste. 171, Fresno CA
95630, ("CONTRACTOR").
W I T N E S S E T H:
WHEREAS, COUNTY has a need for a qualified vendor to provide Information Technology
Professional Services for its Department of Social Services (DSS);
WHEREAS, CONTRACTOR has been providing Information Technology Professional Services
under Agreement # 17-058, which was approved by the Board of Supervisors on 2/28/2017, and has a
unique familiarity with DSS’s CalWin, County Information System, and CalSAWS applications; and
WHEREAS, CONTRACTOR is qualified and willing to continue to perform these services pursuant
to the terms and at the specified rates in this Agreement.
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 the purpose of this Agreement.
A.Director means COUNTY’s Director of Internal Services/Chief Information Officer or his
or her designee.
B.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.
C.Person means any natural person, corporation, partnership, limited liability company,
firm, or association.
D.Personal Information means any and all information, including any data, provided, or to
which access is provided, to CONTRACTOR by or upon the authorization of COUNTY,
under this Agreement, including but not limited to vital records, that: identifies, describes,
8th March
Agreement No. 22-084
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or relates to, or is associated with, or is capable of being used to identify, describe, or
relate to, or associate with, a person (including, without limitation, names, physical
descriptions, signatures, addresses, telephone numbers, e-mail addresses, education,
financial matters, employment history, and other unique identifiers, as well as statements
made by or attributable to the person); 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 Information
does not include publicly available information that is lawfully made available to the
general public from federal, state, or local government records.
E.Security Breach means any act or omission that compromises either the security,
confidentiality, value, or integrity of any Personal Information or the Security Safeguards,
or any unauthorized Use, Disclosure, or modification of, or any loss or destruction of, or
any corruption of or damage to, any Personal Information.
F.Use or any derivative thereof, means to receive, acquire, collect, apply, manipulate,
employ, process, transmit, disseminate, access, store, disclose, or dispose of Personal
Information.
G.ISD is the COUNTY’s Internal Services Department.
H.License is the license granted under this Agreement, and the rights and obligations that it
creates under the laws of the United States of America and the State of
California, including without limitation, copyright and intellectual property law.
I.System refers to the System Software and System Documentation, collectively, including
all modifications and enhancements.
J.System Software is the software name/computer software provided and hosted by
CONTRACTOR that describes the software function.
K.Authorized Persons means any and all Authorized Employees; any and all of
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CONTRACTOR’s subcontractors, representatives, agents, outsourcers, and consultants,
and providers of professional services to CONTRACTOR, who have access to
Personal Information and are bound by law or in writing by confidentiality obligations
sufficient to protect Personal Information in accordance with the terms of this Agreement.
L.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 Agreement.
M.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.
N.Authorized Employees means CONTRACTOR’s employees who have access to
Personal Information.
O.Cyber Risks include but are not limited to Security Breaches, which may include Disclosure
of Personal Information to an Unauthorized Third Party; breach of any of CONTRACTOR’s
obligations under this Agreement; infringement of intellectual property, including but not
limited to infringement of copyright, trademark, and trade dress; invasion of privacy,
including release of private information; information theft; damage to or destruction or
alteration of electronic information; extortion related to CONTRACTOR’s obligations under
this Agreement regarding electronic information, including Personal Information; network
security; data breach response costs, including Security Breach response costs; regulatory
fines and penalties related to CONTRACTOR’s obligations under this Agreement regarding
electronic information, including Personal Information; and credit monitoring expenses.
2.OBLIGATIONS OF THE CONTRACTOR
A.CONTRACTOR shall provide all labor, materials, equipment, supplies, taxes, insurance,
and warranties to perform services described in Attachment A, attached and incorporated
by this reference, and this Agreement.
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B. CONTRACTOR shall provide, qualified, trained temporary staffing/professional services
personnel, on an as-needed basis determined by the COUNTY. COUNTY may reject any
temporary staffing candidate proposed by CONTRACTOR. Project work will be
scheduled with a minimum of inconvenience to the COUNTY.
C. 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.
D. 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.
E. CONTRACTOR agrees and covenants in favor of COUNTY that CONTRACTOR shall
keep and maintain all Personal Information in strict confidence, using such degree of care
as is reasonable and appropriate to avoid a Security Breach; use Personal Information
exclusively for the purposes for which the Personal Information is made accessible to
CONTRACTOR pursuant to the terms of this Agreement; 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 not, directly or indirectly, Disclose Personal Information to any person
other than Authorized Persons pursuant to this Agreement, without the COUNTY’s prior
written consent.
Notwithstanding the foregoing, in any case in which CONTRACTOR believes it, or
any Authorized Person, is required to disclose Personal Information to government
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regulatory authorities, or pursuant to a legal proceeding, or otherwise as may be required
by applicable law, Contractor shall 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 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.
F.Information Security
i.CONTRACTOR covenants, represents and warrants to COUNTY that
Contractor’s Use of Personal Information under this Agreement does and shall at
all times comply with all applicable federal, state, and local, privacy and data
protection laws, as well as all other applicable regulations and directives,
including but not limited to California Civil Code, Division 3, Part 4, Title 1.81
(beginning with section 1798.80), and the Song-Beverly Credit Card Act of 1971
(California Civil Code, Division 3, Part 4, Title 1.3, beginning with section 1747). If
CONTRACTOR Uses credit, debit or other payment cardholder information,
CONTRACTOR shall at all times remain in compliance with the Payment Card
Industry Data Security Standard (“PCI DSS”) requirements, including remaining
aware at all times of changes to the PCI DSS and promptly implementing and
maintaining all procedures and practices as may be necessary to remain in
compliance with the PCI DSS, in each case, at CONTRACTOR’s sole cost and
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expense.
ii. 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.
iii. CONTRACTOR’s (or Authorized Person’s) Security Safeguards shall be no less
rigorous than accepted industry practices and, at a minimum, include the
following: 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; ensure 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 approved upon the express
prior written consent of the COUNTY; to the extent that they contain or provide
access to Personal Information, (a) securing business facilities, data centers,
paper files, servers, back-up systems and computing equipment, operating
systems, and software applications, including, but not limited to, all mobile
devices and other equipment, operating systems, and software applications with
information storage capability; (b) employing adequate controls and data security
measures, both internally and externally, to protect the Personal Information from
potential loss or misappropriation, or unauthorized Use, and the COUNTY’s
operations from disruption and abuse; (c) having and maintaining network, device
application, database and platform security; (d) maintaining authentication and
access controls within media, computing equipment, operating systems, and
software applications; and (e) installing and maintaining in all mobile, wireless, or
handheld devices a secure internet connection, having continuously updated anti-
virus software protection and a remote wipe feature always enabled, all of which
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is subject to express prior written consent of the COUNTY; encrypting all Personal
Information at advance encryption standards of Advanced Encryption Standards
(AES) of 128 bit or higher (a) stored on any mobile devices, including but not
limited to hard disks, portable storage devices, or remote installation, or (b)
transmitted over public or wireless networks (the encrypted Personal Information
must be subject to password or pass phrase, and be stored on a secure server
and transferred by means of a Virtual Private Network (VPN) connection, or
another type of secure connection, all of which is subject to express prior written
consent of the Director); 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; having a patch
management process including installation of all operating system/software
vendor security patches; and providing appropriate privacy and information
security training to Authorized Employees.
iv.During the term of each Authorized Employee’s employment by CONTRACTOR,
CONTRACTOR shall cause such Authorized Employees to abide strictly by
CONTRACTOR’s obligations under this Agreement. CONTRACTOR further
agrees that it shall maintain a disciplinary process to address any unauthorized
Use of Personal Information by any Authorized Employees.
v.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.
vi. CONTRACTOR – owned mobile, wireless, or handheld devices: CONTRACTOR
may not connect to COUNTY networks via personally or CONTRACTOR - owned
mobile, wireless or handheld devices, unless the following conditions are met:
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CONTRACTOR has received authorization by COUNTY; current virus protection
software is in place; mobile device has the remote wipe feature enabled; and A
secure connection is used.
i. CONTRACTOR – owned computers: CONTRACTOR may not bring
CONTRACTOR - owned computer or computer peripherals into the COUNTY for
use without prior authorization from the COUNTY’s Director or his/her
designee(s), including but not limited to mobile storage devices. If data is
approved to be transferred, data must be stored on a secure server approved by
the COUNTY and transferred by means of a Virtual Private Network (VPN)
connection, or another type of secure connection. Said data must be encrypted.
ii. COUNTY - owned computer equipment: CONTRACTOR may not use COUNTY
computers or computer peripherals on non - COUNTY premises without prior
authorization from the COUNTY’s Director or his/her designee(s).
G. Security Breach Procedures
i. Immediately upon CONTRACTOR’s awareness or reasonable belief of a Security
Breach, CONTRACTOR shall (a) notify the Director of the Security Breach, such
notice to be given first by telephone at the following telephone number, followed
promptly by email at the following email address: (559) 600-6200 /
rolsen@fresnocountyca.gov/agrayson@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.
ii. Immediately following CONTRACTOR’s notification to COUNTY of a Security
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Breach, as provided pursuant to subsection G (i) of this Agreement, the Parties
shall coordinate with each other to investigate the Security Breach.
CONTRACTOR agrees to fully cooperate with COUNTY, including, without
limitation: (a) assisting COUNTY in conducting any investigation; (b) providing
COUNTY with physical access to the facilities and operations affected; (c)
facilitating interviews with Authorized Persons and any of CONTRACTOR’s other
employees knowledgeable of the matter; and (d) 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, be solely responsible, at its cost, for all notifications required by
law and regulation, or deemed reasonably necessary by COUNTY, 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 Security Breach.
iii. COUNTY shall promptly notify CONTRACTOR of the Director’s knowledge, or
reasonable belief, of any Privacy Practices Complaint, and upon
CONTRACTOR’s receipt of notification thereof, CONTRACTOR shall promptly
address such Privacy Practices Complaint, including taking any corrective action
under this Agreement, all at CONTRACTOR’s sole expense, in accordance with
applicable privacy rights, laws, regulations and standards. In the event
CONTRACTOR discovers a Security Breach, CONTRACTOR shall treat the
Privacy Practices Complaint as a Security Breach. Within twenty-four (24) hours
of CONTRACTOR’s receipt of notification of such Privacy Practices Complaint,
CONTRACTOR shall notify COUNTY whether the matter is a Security Breach, or
otherwise has been corrected and the manner of correction or determined not to
require corrective action and the reason therefor.
iv. CONTRACTOR shall take prompt corrective action to respond to and remedy any
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Security Breach and take 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, in accordance with applicable privacy rights, laws, regulations and
standards. CONTRACTOR shall reimburse COUNTY for all reasonable costs
incurred by COUNTY in responding to, and mitigating damages caused by, any
Security Breach, including all costs of COUNTY incurred relation to any litigation
or other action described in this Agreement.
v. CONTRACTOR agrees to cooperate, at its sole expense, with COUNTY in any
litigation or other action to protect COUNTY’s rights relating to Personal
Information, including the rights of persons from whom COUNTY receives
Personal Information.
H. Oversight of Security Compliance
i. 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.
ii. Upon COUNTY’s written request, to confirm CONTRACTOR’s compliance with
this Agreement, as well as any applicable laws, regulations and industry
standards, CONTRACTOR grants COUNTY or, upon COUNTY’s election, a third
party on COUNTY’s behalf, permission to perform an assessment, audit,
examination or review of all controls in CONTRACTOR’s physical and technical
environment in relation to all Personal Information that is Used by CONTRACTOR
pursuant to this Agreement. CONTRACTOR shall fully cooperate with such
assessment, audit or examination, as applicable, by providing COUNTY or the
third party on COUNTY’s behalf, access to all Authorized Employees and other
knowledgeable personnel, physical premises, documentation, infrastructure, and
application software that is Used by CONTRACTOR for Personal Information
pursuant to this Agreement. In addition, CONTRACTOR shall provide COUNTY
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with the results of any audit by or on behalf of CONTRACTOR that assesses the
effectiveness of CONTRACTOR’s information security program, as relevant to the
security and confidentiality of Personal Information Used by CONTRACTOR or
Authorized Persons during the course of this Agreement.
I.Upon the termination of this Agreement, CONTRACTOR shall, and shall instruct all
Authorized Persons to, promptly return to COUNTY all Personal Information, whether in
written, electronic or other form or media, in its possession or the possession of such
Authorized Persons, in a machine readable form used by COUNTY at the time of such
return, or upon the express prior written consent of the Recorder and the Director,
securely destroy all such Personal Information, and certify in writing to the COUNTY that
such Personal Information have been returned to COUNTY or disposed of securely, as
applicable. If CONTRACTOR is authorized to dispose of any such Personal Information,
as provided in this Agreement, such certification shall state the date, time, and manner 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 Agreement 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 Agreement.
CONTRACTOR’s obligations under this subsection I shall survive the termination of this
Agreement, and apply to all Personal Information that CONTRACTOR retains, if return to
COUNTY or disposal is not feasible, and to all Personal Information that CONTRACTOR
may later discover.
J.Equitable Relief
CONTRACTOR acknowledges that any breach of its covenants or obligations set forth in
this Agreement may cause COUNTY irreparable harm for which monetary damages
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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.
3.OBLIGATIONS OF COUNTY
A.COUNTY hereby appoints the Director, or his or her designee, as COUNTY's Contract
Administrator, with full authority to deal with CONTRACTOR in the administration of this
Agreement.
B.SYSTEM HARDWARE AND SYSTEM SOFTWARE: COUNTY will, at its own
expense, provide and properly maintain and update on an ongoing basis all
necessary hardware required to operate the System Software. COUNTY’s hardware shall
meet or exceed CONTRACTOR’s recommendations, as provided in the System
Documentation.
C.OTHER COUNTY OBLIGATIONS:
i.COUNTY’s ISD staff will provide technical assistance to CONTRACTOR during
the installation of the System Software. In particular, COUNTY will provide:
ii.Network connectivity and troubleshooting assistance;
iii. Ability for COUNTY staff to monitor network traffic and isolate bottlenecks;
iv.Technical assistance concerning the integration with existing COUNTY Systems
(if applicable); and
v.Expertise to handle issues with COUNTY PCs, printers, and cabling before,
during, and after First Production Use.
vi.COUNTY shall provide all information reasonably necessary for CONTRACTOR
to property complete service requests.
4.TERM
The term of this Agreement shall be for a period of three (3) years, commencing
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on March 8, 2022. This Agreement may be extended for two (2) additional consecutive twelve
(12) month periods upon written approval of both parties no later than thirty (30) days prior to the
first day of the next twelve (12) month extension period. The Director or his/her designee gives
notice no later than thirty (30) days prior to the first day of the next twelve (12) month extension
period.
5.TERMINATION
A.Non-Allocation of Funds – The terms of this Agreement, and the services to be provided
hereunder, are contingent on the approval of funds by the appropriating government
agency. Should sufficient funds not be allocated, the services provided may be modified,
or this Agreement terminated, at any time without penalty by giving the CONTRACTOR
thirty (30) days advance written notice.
B.Breach of Contract – The COUNTY may immediately suspend or terminate this
Agreement in whole or in part, where in the determination of the COUNTY there is:
i.An illegal or improper use of funds;
ii.A failure to comply with any term of this Agreement;
iii.A substantially incorrect or incomplete report submitted to the COUNTY;
iv.Improperly performed service.
In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of
any breach of this Agreement or any default which may then exist on the part of the
CONTRACTOR. Neither shall such payment impair or prejudice any remedy available to the
COUNTY with respect to the breach or default. The COUNTY shall have the right to
demand of the CONTRACTOR the repayment to the COUNTY of any funds disbursed to
the CONTRACTOR under this Agreement, which in the judgment of the COUNTY were not
expended in accordance with the terms of this Agreement. The CONTRACTOR shall
promptly refund any such funds upon demand.
C.Without Cause – Under circumstances other than those set forth above, this Agreement
may be terminated by COUNTY by giving thirty (30) days advance written notice of an
intention to terminate to CONTRACTOR.
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6. COMPENSATION/INVOICING
COUNTY agrees to pay CONTRACTOR, and CONTRACTOR agrees to receive
compensation for work performed by CONTRACTOR’s staff at the rates described in Attachment
B, which is attached and incorporated by this reference. In no event shall compensation paid for
services provided pursuant to this Agreement exceed two million dollars ($2,000,000) during the
potential five (5) year term of this Agreement.
CONTRACTOR shall submit monthly invoices referencing the provided contract number via
email isdbusinessoffice@fresnocountyca.gov or 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 forty-five (45) days of receipt of
an approved invoice. All invoices shall include name of CONTRACTOR’s employee(s), hours
worked, project name, hourly rate(s), overtime rate(s), date of invoice, and this Agreement number.
A separate invoice shall be issued for each service request.
7. INDEPENDENT CONTRACTOR
In performance of the work, duties and obligations assumed by CONTRACTOR under this
Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of the
CONTRACTOR'S officers, agents, and employees will at all times be acting and performing as an
independent contractor, and shall act in an independent capacity and not as an officer, agent,
servant, employee, joint venturer, partner, or associate of the COUNTY. Furthermore, COUNTY
shall have no right to control or supervise or direct the manner or method by which CONTRACTOR
shall perform its work and function. However, COUNTY shall retain the right to administer this
Agreement so as to verify that CONTRACTOR is performing its obligations in accordance with the
terms and conditions thereof.
CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the
rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject
thereof.
Because of its status as an independent contractor, CONTRACTOR shall have absolutely
no right to employment rights and benefits available to COUNTY employees. CONTRACTOR shall
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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 shall assign, transfer or sub-contract this Agreement nor their rights or duties
under this Agreement without the prior written consent of the other party.
10. HOLD HARMLESS
CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY'S request,
defend the COUNTY, its officers, agents, and employees from any and all costs and expenses
(including attorney’s fees and costs), damages, liabilities, claims, and losses occurring or resulting
to COUNTY in connection with the performance, or failure to perform, by CONTRACTOR, its
officers, agents, or employees under this Agreement, and from any and all costs and expenses
(including attorney’s fees and costs), damages, liabilities, claims, and losses occurring or resulting
to any person, firm, or corporation who may be injured or damaged by the performance, or
failure to perform, of CONTRACTOR, its officers, agents, or employees under this Agreement.
The provisions of this Section 10 shall survive termination of this Agreement.
11. INSURANCE
Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third
parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following
insurance policies or a program of self-insurance, including but not limited to, an insurance pooling
arrangement or Joint Powers Agreement (JPA) throughout the term of the Agreement:
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A. Commercial General Liability
Commercial General Liability Insurance with limits of not less than Two Million Dollars
($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars
($4,000,000.00). This policy shall be issued on a per occurrence basis. COUNTY may
require specific coverages including completed operations, products liability, contractual
liability, Explosion-Collapse-Underground, fire legal liability or any other liability insurance
deemed necessary because of the nature of this contract.
B. Automobile Liability
Comprehensive Automobile Liability Insurance with limits of not less than One Million
Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage
should include any auto used in connection with this Agreement. The automobile liability
insurance certificate must state that the policy covers any auto used in connection with
this Agreement.
C. Professional Liability
If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W.,
M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than
One Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00)
annual aggregate.
D. Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the California Labor
Code.
E. 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.
F. Cyber Liability
Cyber liability insurance with limits of not less than Two Million Dollars ($2,000,000) per
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occurrence. Coverage must include, but not be limited to, claims involving Cyber Risks. The
cyber liability policy must be endorsed to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited to
information or data) that is in the care, custody, or control of CONTRACTOR.
G.Additional Requirements Relating to Insurance
CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance
naming the County of Fresno, its officers, agents, and employees, individually and collectively,
as additional insured, but only insofar as the operations under this Agreement are concerned.
Such coverage for additional insured shall apply as primary insurance and any other insurance,
or self-insurance, maintained by COUNTY, its officers, agents and employees shall be excess
only and not contributing with insurance provided under CONTRACTOR's policies herein. This
insurance shall not be cancelled or changed without a minimum of thirty (30) days advance
written notice given to COUNTY.
CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents, and
employees any amounts paid by the policy of worker’s compensation insurance required by this
Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that
may be necessary to accomplish such waiver of subrogation, but CONTRACTOR’s waiver of
subrogation under this paragraph is effective whether or not CONTRACTOR obtains such an
endorsement.
Within Thirty (30) days from the date CONTRACTOR signs and executes this Agreement,
CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all of
the foregoing policies, as required herein, to the County of Fresno, Internal Services Department,
Attention: Director of Internal Services/Chief Information Officer, 333 W. Pontiac Way, Clovis, CA
93612, stating that such insurance coverage have been obtained and are in full force; that the
County of Fresno, its officers, agents and employees will not be responsible for any premiums on
the policies; that for such worker’s compensation insurance the CONTRACTOR has waived its right
to recover from the COUNTY, its officers, agents, and employees any amounts paid under the
insurance policy and that waiver does not invalidate the insurance policy; that such Commercial
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General Liability insurance names the County of Fresno, its officers, agents and employees,
individually and collectively, as additional insured, but only insofar as the operations under this
Agreement are concerned; that such coverage for additional insured shall apply as primary
insurance and any other insurance, or self-insurance, maintained by COUNTY, its officers, agents
and employees, shall be excess only and not contributing with insurance provided under
CONTRACTOR's policies herein; and that this insurance shall not be cancelled or changed without
a minimum of thirty (30) days advance, written notice given to COUNTY.
In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein
provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this
Agreement upon the occurrence of such event.
All policies shall be issued by admitted insurers licensed to do business in the State of
California, and such insurance shall be purchased from companies possessing a current A.M. Best,
Inc. rating of A FSC VII or better.
12. AUDITS AND INSPECTIONS
The CONTRACTOR shall at any time during business hours, and as often as the COUNTY
may deem necessary, make available to the COUNTY for examination all of its records and data
with respect to the matters covered by this Agreement. The CONTRACTOR shall, upon request by
the COUNTY, permit the COUNTY to audit and inspect all of such records and data necessary to
ensure CONTRACTOR'S compliance with the terms of this Agreement.
If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be
subject to the examination and audit of the California State Auditor for a period of three (3) years
after final payment under contract (Government Code Section 8546.7).
13. NOTICES
The persons and their addresses having authority to give and receive notices under this
Agreement include the following:
COUNTY CONTRACTOR
COUNTY OF FRESNO Quool, LLC Director of Internal Services/CIO 6083 N Figarden Drive #196 333 W. Pontiac Way Fresno, CA 93722 Clovis, CA 93612
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isdcontracts@fresnocountyca.gov
All notices between the COUNTY and the CONTRACTOR provided for or permitted under this
Agreement must be in writing and delivered either by personal service, by first-class United States
mail, by an overnight commercial courier service, or by telephonic facsimile transmission. 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 telephonic facsimile 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.GOVERNING LAW
Venue for any action arising out of or related to this Agreement shall only be in Fresno
County, California.
The rights and obligations of the parties and all interpretation and performance of this
Agreement shall be governed in all respects by the laws of the State of California.
15.DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if the CONTRACTOR is operating as a corporation (a
for-profit or non-profit corporation) or if during the term of the agreement, the CONTRACTOR
changes its status to operate as a corporation.
Members of the CONTRACTOR’s Board of Directors shall disclose any self-dealing
transactions that they are a party to while CONTRACTOR is providing goods or performing
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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 Attachment C, and incorporated herein by reference, and submitting it to the COUNTY
prior to commencing with the self-dealing transaction or immediately thereafter.
16. ELECTRONIC SIGNATURE
The parties agree that this Agreement may be executed by electronic signature as provided
in this section. An “electronic signature” means any symbol or process intended by an individual
signing this Agreement to represent their signature, including but not limited to (1) a digital
signature; (2) a faxed version of an original handwritten signature; or (3) an electronically scanned
and transmitted (for example by PDF document) of a handwritten signature. Each electronic
signature affixed or attached to this Agreement (1) is deemed equivalent to a valid original
handwritten signature of the person signing this Agreement for all purposes, including but not limited
to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and
effect as the valid original handwritten signature of that person. The provisions of this section satisfy
the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction
Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). Each party using a
digital signature represents that it has undertaken and satisfied the requirements of Government
Code section 16.5, subdivision (a), paragraphs (1) through (5), and agrees that each other party
may rely upon that representation. This Agreement is not conditioned upon the parties conducting
the transactions under it by electronic means and either party may sign this Agreement with an
original handwritten signature.
17. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the CONTRACTOR and
COUNTY with respect to the subject matter hereof, and supersedes all previous Agreement
negotiations, proposals, commitments, writings, advertisements, publications, and understanding of
any nature whatsoever, unless expressly included in this Agreement.
1 IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day and year first
2 hereinabove written.
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4 CONTRACTOR
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Name
Authorized Signature
FOR ACCOUNTING USE ONLY :
Fund: 1020
Subclass : 10000
ORG: 8905
Account: 7311
Brian Pacheco, Chairman of the Board of
Supervisors of the County of Fresno
ATTEST:
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno , State of California
By: _--1,1,~;..u..:::;'Y1,£....l.diif.1~~~~=:c----
Deputy c.:::::.:::::
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Scope of Work, Current and Future Projects
To support and effectively work the following business knowledge and infrastructure is required which is
acquired over time by hands on working, trainings, and business team interaction.
•CalWIN Data - CIS database
o Synchronization with near real time push from CalWIN
o Replication job of CIS database
o Daily jobs/process maintenance, execution, and enhancements
•Reporting Infrastructure
o Data ETL and Integration for all data sources (E&TA, Call Center, CWS, IHSS, APS, Finance,
CPS, Admin, HR …)
o Data Profiling, Modeling, and Analytics
o Data Dashboards and Ad-hoc Report Construction, Enhancement, Maintenance, and deployment
for Programs – ETA, CWS, CPS, Service center/Call Center, IHSS, APS, HR, Admin, Finance
Current Ongoing Projects – Updates, Enhancements, Maintenance, and Support to be completed by 2023 unless
otherwise directed by the COUNTY.
Project Name Scope of Work
CIS Data Integration Data migration process from replication server to CIS server using
ODI mapping and set up incremental load process using Change
data capture methodology.
CWS CIS reporting Integrate the CWS data with CIS data and build the report.
Automate the process by using ODI scheduler.
CIS Release On every CIS Release there would be changes to the database
system either adding new columns or tables /changes to the
datatypes of the database objects. Implement the changes to the
existing load plans.
ESCARS System
Development
To bring CWS server data into Fresno County server using file
systems and load the data into Oracle onto the respective tables
using ODI mapping and schedule the process. Schedule hourly
data merge process CWS to Oracle. Working on SCAR image and
application feature enhancements.
Intake Dashboard To build the advanced analytics dashboard for the application
processing. This process involves integration of multiple system
data in order to gather statistics.
TaskBOT Automate the load process using batch script
TMT/Personnel Data integration of personnel database, TMT databases and CIS.
OBIEE
upgrade/ Patches/Security
Upgraded the system to OBIEE12c and monitoring the system
glitches and actively looking into required patches as per the
requirement.
Attachment A - Scope of Work
Page 1 of 2
Program Integrity IRU Repository Design using the business process to retrieve the data
as per user request. Report building and dashboard security set up.
Program Integrity QAQC Backend Design of QA/QC data for reporting.
Working closely with users for report building, Dashboard
Designing, and Analytics as per business requirements.
Future projects (2022 – 2025)
County transitioning from CalWIN to CalSAWS (single state systems) which will require infrastructure
to be transition to new state system while keeping the current system being supported.
o Working on transitioning to CalSAWS Data Infrastructure
o Working on transitioning to CalSAWS Reporting Infrastructure
o Working on Mapping the current infrastructure to the future infrastructure of reporting and data
integration process.
o Working and supporting on data mapping, migration and testing to support smooth transition
o Working on creating in-house infrastructure and transitioning from CalWIN to CalSAWS to
support back-office systems
o Building Data Analytics Algorithms, Geo Mapping and Forecasting
Skill Sets/Tools
o Oracle Database
o Microsoft Database
o Oracle Data Integrator (ODI)
o Oracle Business Intelligence (OBIEE) and supporting tools
Data Miner
‘R’ Programming enterprise Suite
Oracle ETL
TOAD
o Big data, Tableau, Power BI
o Python, JavaScript
Attachment A - Scope of Work
Page 2 of 2
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Quool, LLC
On-call Support Services for Information Technology Services
The below rates are fixed costs for the entire Term of the Agreement.
Consultant Type Billing Rate per Hour to County (range of rates)
Database Developer $95.00-$115.00 per hour
Database Administrator $95.00-$115.00 per hour
IT Analyst $85.00-$95.00 per hour
Network Systems Engineer $95.00-$115.00 per hour
Project Management $110.00-$140.00 per hour
Attachment B
Page 1 of 1
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as “County”),
members of a contractor’s board of directors (hereinafter referred to as “County Contractor”), must
disclose any self-dealing transactions that they are a party to while providing goods, performing
services, or both for the County. A self-dealing transaction is defined below:
“A self-dealing transaction means a transaction to which the corporation is a party and in which one
or more of its directors has a material financial interest”
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1)Enter board member’s name, job title (if applicable), and date this disclosure is being made.
(2)Enter the board member’s company/agency name and address.
(3)Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a.The name of the agency/company with which the corporation has the transaction; and
b.The nature of the material financial interest in the Corporation’s transaction that the
board member has.
(4)Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5)Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4).
Attachment C
Page 1 of 2
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3)Disclosure (Please describe the nature of the self-dealing transaction you are a party to):
(4)Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a):
(5) Authorized Signature
Signature: Date:
Attachment C
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