Loading...
HomeMy WebLinkAboutP-22-122 King Tech Svcs AVL .pdf-1- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 , W I T N E S S E T H: WHEREAS, COUNTY desires to purchase annual software maintenance for CONTRACTOR’s Automatic Vehicle Location Mobile Data System (KTS-AVL), from CONTRACTOR. 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: Change Control Process means the process used by the Information Technology Services Division of COUNTY’s Internal Services Department (“ISD”) to inform COUNTY staff of new or updated production use systems. County System Hardware means the central processing units owned or leased by COUNTY on which COUNTY is licensed to use the System Software, any back-up equipment for such central processing units, and any peripheral hardware such as terminals, printers, and personal computers. COUNTY System Software means the operating system and database software installed on the County System Hardware. ISD is the COUNTY’s Internal Services Department. License is the license granted under Section 2(A) of this Agreement, and the rights and obligations that it creates under the laws of the United States of America and the State of California, including without limitation, copyright and intellectual property law. System refers to the System Software and System Documentation, collectively, including all modifications and enhancements. System Documentation means the documentation relating to the System Software, including all manuals, reports, brochures, sample runs, specifications, and other materials provided by P-22-122 King Tech Svcs AVL A G R E E M E N T THIS AGREEMENT (“Agreement”) is made and entered into this 2nd day of May 2022 (“Effective Date”), by and between the COUNTY OF FRESNO, a political subdivision of the state of California ("COUNTY"), and King Technical Services, a sole proprietorship whose address is 1080 Santa Cruz Ave, Titusville, Florida 32780. ("CONTRACTOR"). -2- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 CONTRACTOR in connection with the System Software. System Software is the KTS-AVL computer software provided and hosted by CONTRACTOR that is the COUNTY’s current GPS to EMS dispatch software system. System Software does not include operating system software, or any other third-party software. System Software Maintenance and Support means software hosting for System Software, regular software updates to System Software, and support provided for System Software in case of errors, mistakes, or other technical difficulties. 2.OBLIGATIONS OF THE CONTRACTOR A.SOFTWARE LICENSE I.GRANT OF LICENSE CONTRACTOR grants to COUNTY and COUNTY accepts a non-exclusive, non-transferable, perpetual license to use KT-AVL, subject to the terms and conditions set forth in this Agreement. II.SCOPE OF LICENSE The license granted herein shall consist solely of the non-exclusive, non-transferable right of COUNTY to operate the System Software in support of various COUNTY departments, including COUNTY’s Department of Public Health. III.OWNERSHIP The parties acknowledge and agree that, as between CONTRACTOR and COUNTY, title and full ownership of all rights in and to the System Software, System Documentation, and all other materials provided to COUNTY by CONTRACTOR under the terms of this Agreement shall remain with CONTRACTOR. COUNTY will take reasonable steps to protect trade secrets of the System Software and System Documentation. Ownership of all copies is retained by CONTRACTOR. COUNTY may not disclose or make available to third parties the System Software or System Documentation or any portion thereof. CONTRACTOR shall own all right, title and interest in and to all corrections, modifications, enhancements, programs, and work product conceived, created or developed, alone or with COUNTY or others, as a result of or related to the performance of this Agreement, including all proprietary rights therein and based thereon. Except and to the extent expressly provided herein, CONTRACTOR does not grant to COUNTY any right or license, express or implied, in or to the System Software and System P-22-122 King Tech Svcs AVL -3- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Documentation or any of the foregoing. The parties acknowledge and agree that, as between CONTRACTOR and COUNTY, full ownership of all rights in and to all COUNTY data, whether in magnetic or paper form, including without limitation printed output from the System, are the exclusive property of COUNTY. IV.POSSESSION, USE AND UPDATE OF SOFTWARE COUNTY agrees that only COUNTY will use the System Software for its own internal purposes. CONTRACTOR may, at reasonable times, inspect COUNTY’s premises and equipment to verify that all of the terms and conditions of this license are being observed. CONTRACTOR may create, from time to time, updated versions of the System Software and System Documentation and CONTRACTOR shall make such System Updates available to COUNTY. All System Updates shall be licensed under the terms of this Agreement. COUNTY agrees to follow the prescribed instructions for updating System Software and System Documentation provided to COUNTY by CONTRACTOR. COUNTY must authorize all System Updates in writing. V.TRANSFER OF SOFTWARE COUNTY shall not rent, lease, license, distribute, sell, transfer, or assign this license, the System Software, or the System Documentation, or any of the information contained therein other than COUNTY data, to any other person or entity, whether on a permanent or temporary basis, and any attempt to do so will constitute a breach of this Agreement. No right or license is granted under this Agreement for the use or other utilization of the licensed programs, directly or indirectly, for the benefit of any other person or entity, except as provided in this Agreement. VI.POSSESSION AND USE OF SOURCE CODE Source code and other material resulting from custom programming by CONTRACTOR released to COUNTY under this license shall be deemed CONTRACTOR software subject to all of the terms and conditions of the software license set forth in this Agreement. The scope of COUNTY’s permitted use of the custom source code under this license shall be limited to maintenance and support of the System Software. For purposes of this Section, the term “maintenance and support” means correction of System Software errors and preparation of System Software modifications and enhancements. If COUNTY creates computer code in the process of enhancing the System Software, that specific new code shall P-22-122 King Tech Svcs AVL -4- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 be owned by COUNTY and may be used by COUNTY’s employees, officers, or agents for COUNTY’s own internal business operations. However, if COUNTY’s enhancement results in the creation of a derivative work from the System Software, the copyright to such derivative work shall be owned by CONTRACTOR and COUNTY’s rights to use such derivative work shall be limited to those granted with respect to the System Software in this Agreement. VII.RESTRICTIONS ON USE COUNTY shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the System Software or the System Documentation in any way; (ii) modify or make derivative works based upon the System Software or the System Documentation; (iii) create Internet “links” to the System Software or “frame” or “mirror” any System Documentation on any other server or wireless or Internet-based device; (iv) send spam or otherwise duplicative or unsolicited messages in violation of applicable law; (v) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iv) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (vii) interfere with or disrupt the integrity or performance of the System Software or the data contained therein, including but not limited to COUNTY Data; (viii) attempt to gain unauthorized access to the System Software or its related systems or networks; (ix) reverse engineer or access the System Software in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the System Software, or (c) copy any ideas, features, functions or graphics of the System Software. VIII.INTELLECTUAL PROPERTY, TRADEMARK AND COPYRIGHT CONTRACTOR retains ownership of the System Software, any portions or copies thereof, and all rights therein. CONTRACTOR reserves all rights not expressly granted to COUNTY. This License does not grant COUNTY any rights in connection with any trademarks or service marks of CONTRACTOR, its suppliers or licensors. All right, title, interest and copyrights in and to the System Software and the accompanying System Software Documentation and any copies of the System Software are owned by CONTRACTOR, its suppliers or licensors. All title and intellectual property rights P-22-122 King Tech Svcs AVL -5- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 in and to the content which may be accessed through use of the System Software are the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This License grants COUNTY no rights to use such content. B.DATA SECURITY CONTRACTOR shall comply with all obligations in Exhibit A “Data Security”, attached and incorporated by this reference. C.SERVICES TO BE PROVIDED BY CONTRACTOR TO COUNTY I.SYSTEM INSTALLATION CONTRACTOR shall supply and install KTS-AVL in accordance with this Agreement. Such software installation shall include hardware/network review and recommendations, consultation, software installation and remote technical support. II.TRAINING CONTRACTOR will conduct “train-the-trainer” training of COUNTY staff at a COUNTY designated location and at a time approved in writing by COUNTY. III.DOCUMENTATION CONTRACTOR shall provide to COUNTY KTS-AVL System Documentation, which shall consist of electronic media files. The electronic media files must be printable using PC software normally available at COUNTY. CONTRACTOR shall provide new System Documentation corresponding to all new Software Upgrades. COUNTY may print additional copies of all documentation. All System Documentation is to be used by COUNTY only for the purposes identified within this Agreement. IV.SYSTEM MAINTENANCE AND SUPPORT BY CONTRACTOR System maintenance and support includes System Updates as they are released by CONTRACTOR, including updates as required as a result of Federal Regulatory Changes. The first day of production use will be identified by COUNTY and communicated to CONTRACTOR. CONTRACTOR will support day-to-day operation of the System as follows: a.SUPPORT HOURS/SCOPE: During the term of this Agreement, CONTRACTOR shall provide unlimited technical assistance by phone during normal coverage hours (8:00 a.m. to 5:00 p.m. Eastern Standard Time (EST), Monday P-22-122 King Tech Svcs AVL -6- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 through Friday, except CONTRACTOR and COUNTY holidays), telephone assistance to keep the System in, or restored to, normal operating condition. The object of this support will be to answer specific questions related to the System Software and the application thereof. Support provided under this Agreement does not include training of new personnel (after initial staff is trained), operation of hardware, or solving other hardware/software problems unrelated to the System Software. b.SUPPORT RESPONSE: During the term of this Agreement, CONTRACTOR will (a) correct any error or malfunctions in the System as supplied by CONTRACTOR which prevents it from operating in conformance with the specifications set forth in this Agreement or (b) provide a commercially reasonable alternative that will conform to the specifications set forth in this Agreement. If analysis by CONTRACTOR indicates a reported problem is caused by a reproducible error or malfunction in the then-current release of the System Software as supplied and maintained by CONTRACTOR that significantly impacts effective use of the System by COUNTY, CONTRACTOR will, if the System is inoperable, as reported by COUNTY, provide continuous effort to correct the error or to resolve the problem by providing a circumvention. In such cases, CONTRACTOR will provide COUNTY with corrective information, such as corrective documentation and/or program code. CONTRACTOR will endeavor to respond to COUNTY's service request no later than four (4) business hours from the time a call has been received by CONTRACTOR. In the event that a person with the necessary expertise is not available when the call is received, CONTRACTOR will endeavor to respond to the service request no later than within one (1) business day. c.REMOTE VIRTUAL PRIVATE NETWORK (VPN) DIAGNOSTICS Remote VPN Diagnostics Support includes diagnostic or corrective actions necessary to restore proper KTS-AVL operation, diagnostic actions which attempt to identify the cause of system problem correction of data file problem, and KTS-AVL modifications. CONTRACTOR product specialists will provide diagnostics via VPN on KTS-AVL. COUNTY will provide any required hardware and equipment necessary at COUNTY for CONTRACTOR VPN support. P-22-122 King Tech Svcs AVL -7- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 d.ERROR CORRECTION PROCESS If during the term of this Agreement COUNTY determines that software error(s) exist, COUNTY will first follow the error procedures specified in the System Documentation. If following the error procedures does not correct the software error, COUNTY shall immediately notify CONTRACTOR, setting forth the defects noted with specificity. Upon notification of a reported software error, CONTRACTOR shall have five (5) days to determine if any actual software errors exist and, if so, to correct such software errors. At CONTRACTOR’s request, additional time to solve difficult problems will not be unreasonably withheld. Within fifteen (15) days of correction, COUNTY shall retest the System Software and report any other software error(s). V.TECHNICAL INFORMATION CONTRACTOR will provide technical information to COUNTY from time to time. Such information may cover areas such as KTS-AVL usage, third party software, and other matters considered relevant to COUNTY by CONTRACTOR. Technical information will be provided at the discretion of CONTRACTOR, but will not be unreasonably withheld. VI.ADDITIONAL LICENSES/SERVICES CONTRACTOR may provide additional services at an additional charge. If not included in this Agreement, charges will be at current prices in effect at the time goods or services are provided. Any Additional Maintenance and Support Services requested by COUNTY and determined by CONTRACTOR to be billable by CONTRACTOR must be identified as a chargeable service prior to the service being performed and must be approved in writing in advance by COUNTY’s Contract Administrator. VII.DATA AND SYSTEM CORRECTIONS Data and System Corrections include any corrective actions accomplished by CONTRACTOR on-site or via VPN which are necessary due to COUNTY errors or unauthorized source code or data access by COUNTY. Unauthorized access to the data is defined as any COUNTY editing of data through other than normal system usage as defined in System Documentation. Unauthorized access to source code is defined as any COUNTY access whatsoever to system source code. Services provided P-22-122 King Tech Svcs AVL -8- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 by CONTRACTOR are not billable when they result from errors caused by KTS-AVL or instruction provided by CONTRACTOR. VIII.CONTRACTOR PROJECT COORDINATOR Upon execution of this Agreement, CONTRACTOR shall appoint in writing a Project Coordinator who will act as the primary contact person to interface with COUNTY for implementation, maintenance, and support of KTS-AVL. IX.SYSTEM UPDATES From time to time, CONTRACTOR will develop and provide System Updates to COUNTY for the COUNTY’S licensed CONTRACTOR software. System Updates shall be subject to the terms and conditions of this Agreement and shall be deemed licensed System Software hereunder and will be made available to COUNTY at no additional charge to COUNTY. System Updates will be made available to COUNTY at the discretion of CONTRACTOR but will not be unreasonably withheld. X.NEW PRODUCTS CONTRACTOR may from time to time release new software with capabilities substantially different from or greater than the System Software ("New Products") and which therefore do not constitute System Updates. These New Products will be made available to COUNTY at a cost not to exceed CONTRACTOR‘s then standard rates for customers similarly situated. XI.OPERATING SYSTEM UPDATES The application must run on a client operating system that is consistently and currently supported by the operating system vendor. Applications under maintenance are expected to always be current in regard to the required client O/S. No outdated or unsupported client O/S will be implemented on the production network. The County will apply patches to both the client O/S and security subsystems on COUNTY PCs as releases are available from O/S vendors. In order to support a secure environment, the application must run on the latest supported release of any required third-party software, such as JAVA, Flash, etc. COUNTY will notify CONTRACTOR when a critical security patch is released for such products. CONTRACTOR will have 30 days to ensure application can perform in the updated environment. P-22-122 King Tech Svcs AVL -9- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 COUNTY will actively run anti-virus management on all PCs. The application is expected to perform adequately while anti-virus management is active. COUNTY will notify CONTRACTOR when a critical security patch is released. CONTRACTOR will have 30 days to ensure application can perform in the updated environment. The application is expected to perform in this environment. CONTRACTOR is expected to keep their software current in order to operate in this environment. These patches include critical O/S updates and security patches. XII.ANTI-VIRUS MANAGEMENT COUNTY will actively run anti-virus management, where appropriate, on all application servers and PCs. The application is expected to perform adequately while anti-virus management is active. XIII.ADHERE TO CHANGE CONTROL PROCESS CONTRACTOR must adhere to COUNTY’s Change Control Process, which shall be provided to CONTRACTOR in writing. COUNTY employs a procedure to implement updates, upgrades, and version releases to a system that is in production use. This forum allows ISD to inform staff (Help Desk, Network, Server, Database, Security, and Analysts) of upcoming changes to a production system. CONTRACTOR must inform ISD a minimum of 1 week prior to any planned, non-emergency changes so that the Change Control Process may be followed. XIV.OTHER Unless otherwise specified, for third-party software, CONTRACTOR shall provide standard documentation in electronic form (via the Internet or File Transfer Protocol (FTP). XV. CLIENT INSTALL Should the KTS-AVL require installation of software on the client PC, the KTS-AVL will not be installed under a specific User Profile, and it must be installed available to all users on the all users desktop. The KTS-AVL can require an administrator to install the KTS-AVL, but the KTS-AVL must not require administrative rights in order to operate the KTS-AVL. 3.OBLIGATIONS OF COUNTY A.COUNTY CONTRACT ADMINISTRATOR COUNTY hereby appoints the Director of Internal Services/Chief Information Officer, or his or her designee, as COUNTY's Contract Administrator with full authority to deal with CONTRACTOR in the P-22-122 King Tech Svcs AVL -10- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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 COUNTY’s ISD staff will provide technical assistance to CONTRACTOR during the installation of the System Software. In particular, COUNTY will provide: I.Network connectivity and troubleshooting assistance; II.Ability for COUNTY staff to monitor network traffic and isolate bottlenecks; III.Technical assistance concerning the integration with existing COUNTY systems (if applicable); and IV.Expertise to handle issues with COUNTY PCs, printers, and cabling before, during, and after First Production Use. 4.TERM The term of this Agreement shall be for a period of three (3) years, commencing on the Effective Date. This Agreement shall renew for two (2) additional consecutive twelve (12) month periods unless the Director of Internal Services/Chief Information Officer 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 P-22-122 King Tech Svcs AVL -11- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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. 6.COMPENSATION/INVOICING: COUNTY agrees to pay CONTRACTOR, and CONTRACTOR agrees to receive compensation, as follows: A.ANNUAL MAINTENANCE/SUPPORT FEES: I.Base Annual Maintenance Fee $6,200.00 CONTRACTOR shall submit invoices 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 forty-five (45) days of receipt of an approved 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 is $31,000.00. It is understood that all expenses incidental to CONTRACTOR's performance of services under this Agreement shall be borne solely by CONTRACTOR. P-22-122 King Tech Svcs AVL -12- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2.INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by CONTRACTOR under this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of the CONTRACTOR'S officers, agents, and employees will at all times be acting and performing as an independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee, joint venturer, partner, or associate of the COUNTY. Furthermore, COUNTY shall have no right to control or supervise or direct the manner or method by which CONTRACTOR shall perform its work and function. However, COUNTY shall retain the right to administer this Agreement so as to verify that CONTRACTOR is performing its obligations in accordance with the terms and conditions thereof. CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. Because of its status as an independent contractor, CONTRACTOR shall have absolutely no right to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from all matters relating 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. 7.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. 8.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. 9.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 P-22-122 King Tech Svcs AVL -13- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 any person, firm, or corporation who may be injured or damaged by the performance, or failure to perform, of CONTRACTOR, its officers, agents, or employees under this Agreement. The provisions of this Section 10 survive the termination of this Agreement. 10.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: A.Commercial General Liability Commercial general liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence and an annual aggregate of Two Million Dollars ($2,000,000). This policy must be issued on a per occurrence basis. CONTRACTOR shall obtain an endorsement to this policy naming 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. B.Workers Compensation Workers compensation insurance as required by the California Labor Code. C.Cyber Liability Cyber liability insurance with limits of not less than Two Hundred and Fifty Thousand Dollars ($250,000) per 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. D.Definition of Cyber Risks “Cyber Risks” include but are not limited to (i) Security Breaches, which may include Disclosure of Personal Information to an Unauthorized Third Party; (ii) breach of any of CONTRACTOR’s obligations under Exhibit A to this Agreement, “Data Security”; (iii) infringement of intellectual property, including but not P-22-122 King Tech Svcs AVL -14- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 limited to infringement of copyright, trademark, and trade dress; (iv) invasion of privacy, including release of private information; (v) information theft; (vi) damage to or destruction or alteration of electronic information; (vii)extortion related to CONTRACTOR’s obligations under this Agreement regarding electronic information, including Personal Information; (viii) network security; (ix) data breach response costs, including Security Breach response costs; (x) regulatory fines and penalties related to CONTRACTOR’s obligations under this Agreement regarding electronic information, including Personal Information; and (xi) credit monitoring expenses. Capitalized terms in this paragraph have the meaning given to them in Exhibit A, “Data Security.” E.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, (Name and Address of the official who will administer this contract), 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 P-22-122 King Tech Svcs AVL -15- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 that waiver does not invalidate the insurance policy; that such Commercial 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. 11.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). 12.NOTICES: The persons and their addresses having authority to give and receive notices under this Agreement include the following: COUNTY CONTRACTOR COUNTY OF FRESNO Alan Walters Director of Internal Services/CIO Owner 333 W. Pontiac Way 1080 Santa Cruz Ave Clovis, CA 93612 Titusville, FL 32780 ISDContracts@FresnoCountyCA.gov awalters@kingusa.com All notices between the COUNTY and CONTRACTOR provided for or permitted under this P-22-122 King Tech Svcs AVL -16- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Agreement must be in writing and delivered either by personal service, by first-class United States mail, by email to the address listed above, or by an overnight commercial courier service. A notice delivered by personal service is effective upon service to the recipient. A notice delivered by first-class United States mail is effective three COUNTY business days after deposit in the United States mail, postage prepaid, addressed to the recipient. A notice delivered by an overnight commercial courier service is effective one COUNTY business day after deposit with the overnight commercial courier service, delivery fees prepaid, with delivery instructions given for next day delivery, addressed to the recipient. A notice delivered by email is effective when transmission to the recipient is completed (but, if such transmission is completed outside of COUNTY business hours, then such delivery shall be deemed to be effective at the next beginning of a COUNTY business day), provided that the sender maintains a machine record of the completed transmission. For all claims arising out of or related to this Agreement, nothing in this section establishes, 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). 13.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. 14.DISCLOSURE OF SELF-DEALING TRANSACTIONS This provision is only applicable if the CONTRACTOR is operating as a corporation (a for-profit or non-profit corporation) or if during the term of the agreement, the CONTRACTOR changes its status to operate as a corporation. Members of the CONTRACTOR’s Board of Directors shall disclose any self-dealing transactions that they are a party to while CONTRACTOR is providing goods or performing services under this agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR is a party and in which one or more of its directors has a material financial interest. Members of the Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit B and incorporated herein by P-22-122 King Tech Svcs AVL -17- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 reference, and submitting it to the COUNTY prior to commencing with the self-dealing transaction or immediately thereafter. 15.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. /// /// /// /// /// /// /// /// /// /// /// /// /// /// P-22-122 King Tech Svcs AVL P-22-122 King Tech Svcs AVL Exhibit A 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). P-22-122 King Tech Svcs AVL Exhibit A (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: P-22-122 King Tech Svcs AVL King Technical Services Page 1 of 3 Confidential and Proprietary Fresno County Dept of Public Health/Emergency Medical Services Division Automatic Vehicle Location / Live Mapping System Support Proposal Document Version 1.1 January 5, 2022 Proposal valid for 180 days P-22-122 King Tech Svcs AVL King Technical Services ©King Technical Services Page 2 of 3 Confidential and Proprietary System Description The King Technical Services (KTS) Automatic Vehicle Location (AVL) Mobile Data System is comprised of the following components: KTS AVL Interface (KTSAVL) – Provides a common interface between all the KTS data interfaces such as KMobileHost, HostLink DB Loader, InMotion Data Interface, KTrac, etc and your existing Tritech CAD. Receives GPS/AVL data from in Vehicle Mobile Gateways (such as InMotion or Sierra) or any other device that can provide GPS/AVL using the same packet and communications methodology. Supports NMEA, RAP, and TAIP interfaces KTracEMS III – Provides real-time AVL and related vehicle status information on Open Data based maps. AVL data is represented regardless of vehicle status. Support Contract includes: All software updates delivered via Cloud-Based downloads. Technical support via phone and or email. P-22-122 King Tech Svcs AVL King Technical Services ©King Technical Services Page 3 of 3 Confidential and Proprietary Pricing Phase one requires the following software packages: Application Name Price King Support Package, KTSAVL, and KTrac Annual Maintenance $6200.00 per year All pricing valid for a period of 5 years Price quotation good for 180 days All Pricing is in US$ Payment terms: First support payment due 5/1/2022 Delivery All software is delivered via email or cloud based downloads. P-22-122 King Tech Svcs AVL