HomeMy WebLinkAboutAgreement A-19-075 with TriTech Software Systems.pdf Agreement No. 19-075
AGREEMENT
BETWEEN
THE
COUNTY OF FRESNO, CALIFORNIA
AND
TRITECH SOFTWARE SYSTEMS
1 TABLE OF CONTENTS
2 AGREEMENT...................................................................................................................... 1
RECITALS............................................................................................................................ 1
3 WITNESSETH.................................................................................................................... 1
4 I. DEFINITIONS: .............................................................................................................. 1
II. OBLIGATIONS OF THE CONTRACTOR .....................................................................4
5 A. SOFTWARE LICENSE .................................................................................................4
6 1) GRANT OF LICENSE ...................................................................................................4
2) SCOPE OF LICENSE...................................................................................................4
7 3) OWNERSHIP................................................................................................................4
4) POSSESSION, USE AND UPDATE OF SOFTWARE..................................................5
8 5) TRANSFER OF SOFTWARE .......................................................................................5
9 6) POSSESSION AND USE OF SOURCE CODE............................................................5
7) CONFIDENTIALITY......................................................................................................6
10 B. SERVICES TO BE PROVIDED BY CONTRACTOR TO COUNTY ..............................6
C. SYSTEM MAINTENANCE AND SUPPORT BY CONTRACTOR .................................7
11 1) TECHNICAL INFORMATION........................................................................................7
12 D. ADDITIONAL SYSTEM MAINTENANCE SERVICES BY CONTRACTOR...................7
1) ADDITIONAL TRAINING ..............................................................................................8
13 2) DATA AND SYSTEM CORRECTIONS.........................................................................8
3) CUSTOMER SITE VISITS ............................................................................................8
14 4) CUSTOM PROGRAMMING..........................................................................................9
15 5) ADDITIONAL SUPPORT FEES....................................................................................9
6) WIRELESS SERVICES .............................................................................................. 10
16 7) LOCAL, STATE, OR FEDERAL CERTIFICATIONS AND ACCESS........................... 10
E. SYSTEM UPDATES AND NEW PRODUCTS ............................................................ 10
17 1) SYSTEM UPDATES ................................................................................................... 10
18 2) NEW PRODUCTS ...................................................................................................... 11
F. OPERATING SYSTEM UPDATES ............................................................................. 11
19 G. ANTI-VIRUS MANAGEMENT..................................................................................... 11
H. ADHERE TO CHANGE CONTROL PROCESS.......................................................... 11
20 III. OBLIGATIONS OF THE COUNTY 12
.............................................................................
21 A. COUNTY CONTRACT ADMINISTRATOR ................................................................. 12
B. SAFEGUARDING SYSTEM SOFTWARE .................................................................. 12
22 C. BACKUP AND RECOVERY MANAGEMENT............................................................. 12
23 D. FACILITIES MAINTENANCE...................................................................................... 12
E. SYSTEM HARDWARE AND SYSTEM SOFTWARE.................................................. 13
24 F. COUNTY CAD MANAGER......................................................................................... 13
G. ADDITIONAL THIRD PARTY SOFTWARE ................................................................ 13
25 IV. TERM.......................................................................................................................... 14
26 V. TERMINATION ........................................................................................................... 14
A. NON-ALLOCATION OF FUNDS................................................................................. 14
27 B. BREACH OF CONTRACT.......................................................................................... 14
C. WITHOUT CAUSE...................................................................................................... 14
28 VI. COMPENSATION/INVOICING ................................................................................... 15
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1 A. ANNUAL MAINTENANCE AND SUPPORT FEES: .................................................... 15
B. FEE CHANGES .......................................................................................................... 16
2 C. ADDITIONAL SERVICES FEES: ................................................................................ 17
3 D. TOTAL CONTRACT AMOUNT................................................................................... 17
E. INVOICING ................................................................................................................. 17
4 VII. INDEPENDENT CONTRACTOR: ............................................................................... 18
5 VIII. MODIFICATION.......................................................................................................... 18
IX. NON-ASSIGNMENT................................................................................................... 18
6 X. HOLD HARMLESS ..................................................................................................... 19
XI. INSURANCE...............................................................................................................20
7 A. COMMERCIAL GENERAL LIABILITY ........................................................................20
8 B. AUTOMOBILE LIABILITY...........................................................................................20
C. PROFESSIONAL LIABILITY.......................................................................................20
9 D. WORKER'S COMPENSATION...................................................................................20
XII. AUDITS AND INSPECTIONS.....................................................................................23
10 XIII. NOTICES 23
....................................................................................................................
11 XIV. GOVERNING LAW .....................................................................................................24
XV. DISCLOSURE OF SELF-DEALING TRANSACTIONS:..............................................24
12 XVI. ENTIRE AGREEMENT...............................................................................................25
ATTACHMENT A — CONTRACTOR SUPPORT HOURS AND RESPONSE............................27
13 Exhibit 1 ..................................................................................................................................... V
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Agreement No. 19-075
1 AGREEMENT
2 THIS AGREEMENT is made and entered into this 12th day of February 2019, by and
3 between the COUNTY OF FRESNO, a Political Subdivision of the State of California,
4 hereinafter referred to as "COUNTY", and TriTech Software Systems, whose address is at 9477
5 Waples Street, Suite 100, San Diego, CA 92121, hereinafter referred to as "CONTRACTOR" OR
6 TRITECH.
7
8 RECITALS
9 WHEREAS, COUNTY purchased a Computer Assisted Dispatch System (CAD) to support
10 automation of the Fresno County Department of Public Health Emergency Medical Services
11 Computer Aided Dispatch System from CONTRACTOR; and
12 WHEREAS, CONTRACTOR provides continuous maintenance and support for CAD; and
13 WHEREAS, CONTRACTOR represents that CAD, without customization or modification,
14 includes all the functionality of the system currently used by the Department of Public Health as
15 well as additional functions; and
16 WHEREAS, COUNTY and CONTRACTOR desire to execute this Agreement for continued
17 maintenance and support of CAD.
18 NOW, THEREFORE, for and in consideration of the premises herein, and for other good and
19 valuable consideration, the parties agree as follows:
20
21 WITNESSETH
22 I. DEFINITIONS:
23 CADS
24 COUNTY's current Computer Assisted Dispatch System consisting of CONTRACTOR's
25 Licensed Software ("System Software"), System Hardware, and Third-Party Software.
26 For clarification, support to be provided by CONTRACTOR under this Agreement is for
27 CONTRACTOR'S CAD software and does not include support for Third Party Software
28 or products.
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1 CAD Workstation
2 A dispatcher station, supervisory station or other computer input station that utilizes the
3 functionality of the System Software, whether said software resides locally or on a
4 Server.
5 CAD Server
6 A computer in a local area network that runs administrative software that controls access
7 to all or part of the network and its resources and makes such resources available to
8 computers acting as workstations on the network. Such term includes, without limitation,
9 the Primary Computer System, the Standby Computer System, and the Test Computer
10 System.
11 Change Control Process:
12 Process used by COUNTY's Information Technology Services Division (ITSD) to inform
13 staff of new or updated production use systems.
14 County System Hardware:
15 The central processing units owned or leased by COUNTY which are described in this
16 Agreement on which COUNTY is licensed to use the System Software, any back-up
17 equipment for such central processing units, and any peripheral hardware such as
18 terminals, printers, and Personal Computers as described in this Agreement.
19 License:
20 The meaning assigned to the term 'License" is as defined in Section II-A of this
21 Agreement and the rights and obligations it creates under the laws of the United States
22 of America and the State of California including without limitation, copyright and
23 intellectual property law.
24 Monies:
25 The terms "Monies", "Charges", "Price", and "Fees" will be considered to be equivalent.
26 Public Records:
27
28
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1 Public Records includes any writing containing information relating to the conduct of the
2 public's business prepared, owned, used, or retained by any state or local agency
3 regardless of physical form or characteristics.
4 Supplier:
5 The terms "Supplier", "Vendor", and "TRITECH" all refer to CONTRACTOR and are
6 considered to be equivalent throughout this Agreement.
7 System:
8 The System Software and System Documentation, collectively. Reference to the
9 "System" shall include any component thereof. All modifications and enhancements to
10 the System shall be deemed to be part of the System as defined herein and shall be
11 subject to all terms and conditions set forth herein. The System consists of CAD, a
12 Computer Assisted Dispatch System supporting the Fresno County Department of Public
13 Health Emergency Medical Services, all interfaces, and third party software required for
14 the system to function.
15 System Documentation:
16 The documentation relating to the System Software, and all manuals, reports, brochures,
17 sample runs, specifications and other materials comprising such documentation provided
18 by CONTRACTOR in connection with the System Software pursuant to this Agreement.
19 System Operation:
20 The general operation of COUNTY's hardware and all software including, but not limited
21 to, system restarts, configuration and operation of system peripherals (such as printers,
22 modems, and terminals), installation of new software releases provided by
23 CONTRACTOR for its CAD software in accordance with this Agreement, and other
24 related activities as defined in Exhibit A-CONTRACTOR'S SUPPORT HOURS AND
25 RESPONSE, attached hereto and incorporated herein by reference.
26 System Installation:
27 All software has been delivered, has been physically loaded on a Computer, and
28 COUNTY has successfully executed program sessions.
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1 System Software:
2 That certain computer software described in this Agreement provided by
3 CONTRACTOR, and all interfaces, coding, tapes, disks, modules and similar materials
4 comprising such software or on which it is stored. System Software shall not include
5 operating system software, or any other Third-Party Software.
6 System Update:
7 A revision or additions to the CONTRACTOR'S CAD software licensed to COUNTY.
8 System Updates do not include separately licensed applications or modules.
9 User:
10 The terms "User", "Customer" "Client" and "Licensee" all refer to COUNTY and are
11 considered to be equivalent throughout this Agreement.
12 II. OBLIGATIONS OF THE CONTRACTOR
13 A. SOFTWARE LICENSE
14 1) GRANT OF LICENSE
15 CONTRACTOR grants to COUNTY and COUNTY accepts a non-exclusive,
16 non-transferable, perpetual, license to use CAD subject to the terms and conditions
17 set forth in this Agreement.
18 2) SCOPE OF LICENSE
19 The license granted herein shall consist solely of the non-exclusive, non-
20 transferable right of COUNTY to operate the System Software in support of
21 COUNTY's Department of Public Health, Emergency Medical Services.
22 3) OWNERSHIP
23 The parties acknowledge and agree that, as between CONTRACTOR and
24 COUNTY, title and full ownership of all rights in and to the System Software,
25 System Documentation, and all other materials provided to COUNTY by
26 CONTRACTOR under the terms of this Agreement shall remain with
27 CONTRACTOR. The parties acknowledge and agree that, as between
28 CONTRACTOR and COUNTY, full ownership of all rights in and to all COUNTY
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1 data, whether in magnetic or paper form, including without limitation printed output
2 from the System, are the exclusive property of COUNTY.
3 4) POSSESSION, USE AND UPDATE OF SOFTWARE
4 COUNTY agrees that only COUNTY will use the System Software for its
5 own internal purposes. CONTRACTOR may, at reasonable times, inspect
6 COUNTY's premises and equipment to verify that all of the terms and conditions of
7 this license are being observed. CONTRACTOR may create, from time to time,
8 updated versions of the System Software and System Documentation and
9 CONTRACTOR shall make such System Updates available to COUNTY. All
10 System Updates shall be licensed under the terms of this Agreement. COUNTY
11 agrees to follow the prescribed instructions for updating System Software and
12 System Documentation provided to COUNTY by CONTRACTOR. COUNTY must
13 authorize all System Updates in writing.
14 5) TRANSFER OF SOFTWARE
15 COUNTY shall not rent, lease, license, distribute, sell, transfer, or assign
16 this license, the System Software, or the System Documentation, or any of the
17 information contained therein other than COUNTY data, to any other person or
18 entity, whether on a permanent or temporary basis, and any attempt to do so will
19 constitute a breach of this Agreement. No right or license is granted under this
20 Agreement for the use or other utilization of the licensed programs, directly or
21 indirectly, for the benefit of any other person or entity, except as provided in this
22 Agreement.
23 6) POSSESSION AND USE OF SOURCE CODE
24 The license granted to COUNTY is for object code. If applicable, source
25 code and other material resulting from custom programming by CONTRACTOR
26 released to COUNTY under this license shall be deemed CONTRACTOR software
27 subject to all of the terms and conditions of the software license set forth in this
28 Agreement. The scope of COUNTY's permitted use of the custom source code
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1 under this license shall be limited to maintenance and support of the System
2 Software. For purposes of this Section, the term "maintenance and support" means
3 correction of System Software errors and preparation of System Software
4 modifications and enhancements. If COUNTY creates computer code in the
5 process of enhancing the System Software, that specific new code shall be owned
6 by COUNTY and may be used by COUNTY's employees, officers, or agents for
7 COUNTY's own internal business operations. However, if COUNTY's
8 enhancement results in the creation of a derivative work from the custom source
9 code or System Software, the copyright to such derivative work shall be owned by
10 CONTRACTOR and COUNTY's rights to use such derivative work shall be limited
11 to those granted with respect to the license provisions for the System Software in
12 this Agreement.
13 7) CONFIDENTIALITY
14 CONTRACTOR'S System Software and System Documentation are the
15 confidential and trade secret information of CONTRACTOR (CONTRACTOR
16 Confidential Information). The COUNTY shall protect unauthorized release of
17 CONTRACTOR Confidential Information with at least the same degree of care
18 utilized by COUNTY to protect its own confidential information. COUNTY shall
19 notify CONTRACTOR in the event of any unauthorized release or use of
20 CONTRACTOR Confidential Information.
21 B. SERVICES TO BE PROVIDED BY CONTRACTOR TO COUNTY
22 CONTRACTOR shall provide to COUNTY CAD System Documentation, which
23 shall consist of electronic media files. Additional documentation may be provided.
24 The electronic media files must be printable using PC software normally available at
25 COUNTY. CONTRACTOR shall provide new System Documentation
26 corresponding to all new Software Upgrades. COUNTY may print additional copies
27 of all documentation. All System Documentation shall be used by COUNTY only for
28
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1 the purposes identified within this Agreement. All copies of System Documentation
2 must contain any and all trademark and copyright notices as the original.
3 C. SYSTEM MAINTENANCE AND SUPPORT BY CONTRACTOR
4 System maintenance and support includes System Updates as they are released by
5 CONTRACTOR, including System Updates as required as a result of Regulatory Changes
6 (applicable changes mandated by State law with respect to software applications used by
7 fire, legal, or EMMS agencies for dispatching of emergency vehicles and personnel).
8 CONTRACTOR will support day-to-day operation of the System as stated in Attachment
9 A, as part of Annual System Maintenance and Support under this Agreement as follows:
10 1) REMOTE VIRTUAL PRIVATE NETWORK (VPN) DIAGNOSTICS
11 Remote VPN Diagnostics Support includes:
12 0 Diagnostic or corrective actions necessary to restore proper CAD
13 operation
14 0 Diagnostic actions which attempt to identify the cause of system
15 problems
16 0 Correction of data file problems
17 0 CAD modifications
18 CONTRACTOR product specialists will provide VPN diagnostics on CAD.
19 COUNTY will provide any required software, hardware and equipment necessary at
20 COUNTY for CONTRACTOR VPN support.
21 2) TECHNICAL INFORMATION
22 CONTRACTOR will provide technical information to COUNTY from time to
23 time. Such information may cover areas such as CAD usage, third party software,
24 and other matters considered relevant to COUNTY by CONTRACTOR. Technical
25 information will be provided at the discretion of CONTRACTOR, but will not be
26 unreasonably withheld.
27 D. ADDITIONAL SYSTEM MAINTENANCE SERVICES BY CONTRACTOR
28 CONTRACTOR may provide additional maintenance services ("Additional
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1 Maintenance and Support Services" or "Additional Maintenance Services") at an additional
2 charge. Such charges shall be at current prices in effect at the time goods or services are
3 provided. Any Additional Maintenance and Support Services requested by COUNTY and
4 determined by CONTRACTOR to be billable by CONTRACTOR must be identified as a
5 chargeable service prior to the service being performed and must be approved in writing in
6 advance by the COUNTY Contract Administrator. Additional Maintenance Services
7 include, but are not limited to, the following:
8 1) ADDITIONAL TRAINING
9 Additional Training at a County facility is available upon request by
10 COUNTY under the terms of this Agreement for multiple modules.
11 2) DATA AND SYSTEM CORRECTIONS
12 Data and System Corrections include any corrective actions accomplished
13 by CONTRACTOR on-site or via VPN which are necessary due to COUNTY errors
14 or unauthorized source code or data access by COUNTY. Unauthorized access to
15 the data is defined as any COUNTY editing of data through other than normal
16 system usage as defined in System Documentation. Unauthorized access to
17 source code is defined as any COUNTY access whatsoever to system source code.
18 Services provided by CONTRACTOR are not billable when they result from errors
19 caused by CAD or instruction provided by CONTRACTOR.
20 3) CUSTOMER SITE VISITS
21 Site visits to COUNTY sites, as may be requested in writing by COUNTY,
22 are available for reasons such as, but not limited to, (1) additional system training
23 on hardware or software usage; (2) resolution of system difficulties not resulting
24 from actions by, or otherwise the responsibility of CONTRACTOR (as determined
25 by mutual agreement between CONTRACTOR and COUNTY); (3) installation of
26 Software Releases; and (4) assistance in equipment maintenance, movement or
27 diagnosis.
28
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1 4) CUSTOM PROGRAMMING
2 Requests for supplemental programming or customization of system
3 features are available to COUNTY subject to review and approval of
4 CONTRACTOR. Such requests must be made in writing to CONTRACTOR in
5 advance by the COUNTY Contract Administrator.
6 5) ADDITIONAL SUPPORT FEES
7 If any of the following circumstances exist, CONTRACTOR shall be entitled to
8 charge additional Software Support fees plus expenses at its then current rates:
9
10 i. Problems in the TriTech Software are caused by modification of the System
11 Software, by COUNTY or a third party.
12 ii. Problems in the System Software are caused by the System Software not
13 being used in accordance with the System Documentation, or other
14 instructions provided by CONTRACTOR, or by misuse or neglect.
15 iii. Problems in the System Software are caused by software not provided by
16 CONTRACTOR, not approved by TriTech in writing or not specified as
17 compatible in the TriTech Documentation.
18 iv. Problems in the System Software are caused by equipment which does not
19 meet the configuration requirements specified in the System Documentation,
20 by failure of COUNTY to provide and maintain the site and facility
21 requirements described in the System Documentation, or by the use of
22 equipment that does not meet CONTRACTOR'S minimum recommended
23 specifications.
24 v. Problems in the System Software are caused by one or more computer
25 viruses that have not been introduced into COUNTY'S system by
26 CONTRACTOR. COUNTY shall maintain up to date virus checking software
27 and shall check all software received from CONTRACTOR or any other
28 person or entity for viruses before introducing that software into any part of
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1 the CAD System. If desired by COUNTY, CONTRACTOR will provide
2 System Updates on media rather than direct downloading to facilitate this
3 virus checking. If, despite such check, a virus is introduced by
4 CONTRACTOR, CONTRACTOR will provide a virus-free copy of the
5 CONTRACTOR Software, and will, at its expense, reload said software (but
6 not COUNTY'S data) on COUNTY'S computer equipment. COUNTY shall be
7 responsible for reloading its data and, to that end, shall practice reasonable
8 back-up procedures for the CAD system.
9 vi. Problems in the System Software are caused by Third Party Software,
10 including but not limited to operating system software.
11 vii. Problems in the System Software are caused by equipment or software
12 provided by COUNTY or third parties with which the System, Software
13 interfaces or operates, including but not limited to problems caused by
14 changes in such third party equipment or software.
15 6) WIRELESS SERVICES
16 i. Problems in the System Software or transmission of data caused by wireless
17 services are not warranted by CONTRACTOR, or covered under the terms of
18 this Agreement. COUNTY'S use of services provided by wireless service
19 providers or carriers, and the security, privacy, or accuracy of any data
20 provided via such services is at COUNTY'S sole risk.
21 7) LOCAL, STATE, OR FEDERAL CERTIFICATIONS AND ACCESS
22 i. COUNTY is responsible for maintaining the required certifications for access
23 to COUNTY'S state and/or other local, federal and/or other applicable
24 systems.
25 E. SYSTEM UPDATES AND NEW PRODUCTS
26 1) SYSTEM UPDATES
27 From time to time CONTRACTOR will develop and provide System
28 Updates to COUNTY for the COUNTY'S licensed CONTRACTOR software.
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1 System Updates shall be subject to the terms and conditions of this Agreement,
2 shall be deemed licensed System Software hereunder, and will be made available
3 to COUNTY at no additional charge to COUNTY. System Updates will be made
4 available to COUNTY at the discretion of CONTRACTOR but will not be
5 unreasonably withheld.
6 2) NEW PRODUCTS
7 CONTRACTOR may from time to time release new software with
8 capabilities substantially different from or greater than the System Software ("New
9 Products") and which therefore do not constitute System Updates. These New
10 Products will be made available to COUNTY at a cost not to exceed
11 CONTRACTOR`s then standard rates for customers similarly situated.
12 F. OPERATING SYSTEM UPDATES
13 CONTRACTOR will provide notice to COUNTY regarding operating system software
14 updates required to remain current with System Updates. COUNTY is responsible for
15 providing such operating system updates. For issues involving Windows operating system
16 (O/S) software (Microsoft) that generally affects the operation of the CONTRACTOR
17 Software and is not caused by a COUNTY specific installation or configuration of the O/S,
18 CONTRACTOR will work with Microsoft to coordinate the resolution. Notwithstanding the
19 above, CONTRACTOR is not and shall not be a party to any third party maintenance
20 agreements nor shall CONTRACTOR have any obligation or liability thereunder.
21 G. ANTI-VIRUS MANAGEMENT
22 COUNTY will actively run anti-virus management, where appropriate, on all application
23 servers and PCs. Virus protection will be in accordance with CONTRACTOR'S System
24 Planning Document, available on-line at CONTRACTOR's website, and incorporated
25 herein by reference.
26 H. ADHERE TO CHANGE CONTROL PROCESS
27 CONTRACTOR must adhere to COUNTY's Change Control Process. COUNTY
28 employs a procedure to implement updates, upgrades, and version releases to a system
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1 that is in production use. This forum allows ITSD to inform staff (Help Desk, Network,
2 Server, Database, Security, and Analysts) of upcoming changes to a production system.
3 CONTRACTOR must inform ITSD a minimum of 1 week prior to any planned, non-
4 emergency changes so that the Change Control Process may be followed.
5 III. OBLIGATIONS OF THE COUNTY
6 A. COUNTY CONTRACT ADMINISTRATOR
7 COUNTY appoints the Chief Information Officer (CIO), Information Technology
8 Services Department (ITSD), or his designee as COUNTY's Contract Administrator with
9 full authority to deal with CONTRACTOR in all matters concerning this Agreement.
10 B. SAFEGUARDING SYSTEM SOFTWARE
11 COUNTY will follow its present practices to safeguard System Software delivered to
12 COUNTY by CONTRACTOR. A copy of COUNTY's "Information Technology (IT)
13 Standards and Preferences" will be made available upon request.
14 C. BACKUP AND RECOVERY MANAGEMENT
15 COUNTY utilizes a backup and recovery system written and maintained by Commvault
16 Systems. This application requires a backup agent to run on the server.
17 COUNTY will provide CONTRACTOR with an account with appropriate administrative
18 rights to administer the application. The account password is expected to periodically
19 expire.
20 In order for the application to run on COUNTY supported servers, the application must
21 not require the users to have administrative rights on the servers.
22 D. FACILITIES MAINTENANCE
23 COUNTY will at its own expense provide and maintain all necessary labor and
24 materials for site preparation, electrical services, and cabling required for System
25 operation. COUNTY shall receive the System Software and will follow instructions
26 provided by CONTRACTOR to load it on COUNTY's System Hardware to prepare the
27 System for processing and maintain the site in accordance with CONTRACTOR'S
28 recommended requirements.
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1 E. SYSTEM HARDWARE AND SYSTEM SOFTWARE
2 COUNTY will at its own expense provide and properly maintain and update on an on-
3 going basis all necessary COUNTY system software and County system hardware
4 required to operate CAD. Said COUNTY system software and County system hardware
5 shall meet or exceed CONTRACTOR's recommendations which are set forth in
6 CONTRACTOR'S System Planning Document which may be updated as CONTRACTOR
7 releases updates and upgrades to its System Software.
8 F. COUNTY CAD MANAGER
9 Upon execution of this Agreement, COUNTY's Contract Administrator shall designate
10 one individual from ITSD who will function as the central point of contact (CAD Manager)
11 with responsibility for day-to-day management of the CAD. The CAD Manager and
12 COUNTY personnel shall have the necessary and appropriate training and experience to
13 implement the terms of this Agreement. COUNTY acknowledges CONTRACTOR'S
14 reliance on same.
15 G. ADDITIONAL THIRD PARTY SOFTWARE
16 If, at any time during the term of this Agreement, COUNTY desires to load any
17 software not provided by CONTRACTOR on a CAD Workstation or Server, it shall, before
18 loading such software, follow the instructions in CONTRACTOR'S then current System
19 Planning Document, and contact CONTRACTOR's Technical Services Department for
20 assistance as applicable. Such action shall not constitute approval, express or implied,
21 for loading such software on a CAD Server. In the event that the loading of such software
22 degrades the performance of the CAD System, COUNTY shall immediately uninstall such
23 software, and COUNTY shall absolve, discharge and release CONTRACTOR from any
24 obligations or liabilities related to operation or performance of the CAD System, the
25 CONTRACTOR Software, or any other item provided by CONTRACTOR under this
26 Agreement, including but not limited to any liabilities for damages related thereto.
27
28
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1 IV. TERM
2 This Agreement shall become effective on the date first written hereinabove and shall be
3 effective for a term of three (3) years, with the option for two (2), one (1) year extensions
4 upon written authorization provided by the Director of Public Health or his designee and
5 payment of Annual Maintenance Fees.
6 V. TERMINATION
7 A. NON-ALLOCATION OF FUNDS
8 The terms of this Agreement, and the services to be provided thereunder, are
9 contingent on the approval of funds by the appropriating government agency. Should
10 sufficient funds not be allocated, the services provided may be modified, or this Agreement
11 terminated, at any time by giving the CONTRACTOR thirty (30) days advance written
12 notice.
13 B. BREACH OF CONTRACT-
14 The COUNTY may suspend or terminate this Agreement in whole or in part, following thirty (30) days
15 prior written notice to CONTRACTOR where in the determination of the COUNTY there is:
16 1) A failure to comply with any material term of this Agreement;
17 2) A substantially incorrect or incomplete report submitted to the COUNTY;
18 3) Failure to provide the services in accordance with this Agreement;
19 and such failure or beach has not been cured within said thirty (30) day period.
20 In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any
21 breach of this Agreement or any default which may then exist on the part of the CONTRACTOR.
22 Neither shall such payment impair or prejudice any remedy available to the COUNTY with respect to
23 the breach or default. The COUNTY shall have the right to demand of the CONTRACTOR a prorated
24 refund of the fees disbursed to the CONTRACTOR under this Agreement for the term in which the
25 Agreement is terminated, which in the judgment of the COUNTY were not expended in accordance
26 with the terms of this Agreement. The CONTRACTOR shall promptly refund any such funds upon
27 demand.
28 C. WITHOUT CAUSE
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1 Under circumstances other than those set forth above, this Agreement may be
2 terminated by COUNTY upon the giving of thirty (30) days advance written notice of an
3 intention to terminate to CONTRACTOR.
4 D. TERMINATION BY CONTRACTOR
5 This Agreement may be terminated by CONTRACTOR following thirty (30) days
6 prior written notice to COUNTY that COUNTY is in material breach of any of the terms or
7 conditions of this Agreement; provided that such breach or default has not been cured by
8 COUNTY with said thirty (30) day period.
9 VI. COMPENSATION/INVOICING
10 COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive
11 compensation as follows:
12 A. ANNUAL MAINTENANCE AND SUPPORT FEES:
13 Base Annual Maintenance and Support fees for this Agreement shall not exceed
14 $201,566.00 and will cover the following products:
15 Support Term
#of 3/25/19-
16 Product Name Licenses 3/24/20
17 VisiCAD Server Software 1 5,258.99
18 VisiCAD Back-up Server Software 1 2,461.66
Workstation Software 11 36,432.52
19 Alphanumeric Paging Interface Software 1 1,007.04
911 Interface Software 1 1,398.67
20 AVL Interface Software 1 1,007.04
21 MST Interface Software 1 1,398.67
Time Synch Interface Software 1 783.25
22
23 Support Term
#of 3/25/19-
24 Product Name Licenses 3/24/20
VisiCAD Ambulance Full-User License 3 10,070.41
25 VisiCAD Ambulance Training-User License 1 2,237.87
26 VisiCAD Off-Line Training/Testing Server License 1 1,118.93
Net Clock Configuration 1 111.89
27 Message Switch Manager 1 1,118.93
GIS Edit Utility License 2 2,685.44
28 Pro Q/A Integration Module License 16 1,365.10
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1 VisiCAD Archive License 1 4,850.79
Custom RMS Incident Transfer Interface License 1 4,850.79
2 Dispatcher/Call Taker SW LIC-Multi 2 4,850.79
3 Multi-Agency Upgrade Server license 1 2,425.39
ProQ/A Integration User License 12 727.62
4 Quickest Path Unit Recommendation Module 1 3,638.09
VisiCAd Dispatcher Rules Module 1 606.35
5 VisiCAD SOP Module 1 1,819.05
6 VisiNet Browser Site License 1 6,063.48
VisiNet Mobile Applications Server License 45 12,125.76
7 VisiNet Mobile Client license 45 7,585.42
VisiNet mobile Mapping Client License 45 4,529.42
8 VisiNet Mobile Message Switch License 1 6,063.48
Geofile Cross Reference Module 1 606.35
9 Dispatcher Call Taker SWL 6 16,036.81
10 VisiNet Mobile Client License 20 2,672.80
VisiNet Mobile Mapping Client License 20 1,603.68
11 VisiCAD Raptor API License 1 668.20
GIS Link for Response Area Polygons Import 1 1,336.40
12 Unit Swap Module 1 668.20
13 Standard CAD to External System Incident Data Transfer Interface License (Tiburon) 1 4,009.20
Snapshot Module(included in CAD) 1 0.00
14 Event Playback Module(included in CAD) 1 0.00
Standard CAD to External System Incident Data Transfer Interface License(BioKEy) 1 3,715.03
15 VisiNet Mobile Client License with AVL 5 990.67
Standard CAD to CAD Interface License 1 7,430.06
16 Standard Advanced cad to cad interface upgrade 1 4,953.37
17 Inform Mobile Base position 20 3,962.70
Inform CAD Position 6 14,538.51
18 Inform CAD API-Customer 1 1,169.17
Inform CAD to Zetron AcomNOVUS Interface 1 5,610.00
19 Inform Mobile Mapping Upgrade v5.6/5.7-Mobile Mapping Support Fees 25 625.00
20 Inform Mobile Mapping Upgrade v5.6/5.7-Mobile Mapping Support Fees 65 1,625.00
CAD Mapping Support Fees 752.00
21
201,566.00
22
23 The purchase of additional CONTRACTOR software licenses will result in an increase
24 in the amount of Annual Maintenance and Support fees set forth above.
25 B. FEE CHANGES
26 CONTRACTOR may increase Annual Maintenance and Support fees upon thirty (30)
27 days' advance written notice to COUNTY provided that CONTRACTOR shall not increase
28 such fees more than once in any one year period, and provided further that each increase
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1 will not exceed the previous fees by the lesser of three percent (3%) per year or (ii) the
2 cumulative percentage increase in the Consumer Price Index (CPI), All Urban Consumers
3 for the U.S., during the previous year. In the event of a negative CPI, there will be no
4 increase in support fees for the subsequent annual term.
5 C. ADDITIONAL LICENSES/SERVICES FEES:
6 Quotations for additional services not listed below must be requested from CONTRACTOR.
7 1. On-site System training/day $1,600.00
8 2. Billable Support or Programming/hour $175.00
9 3. Additional Workstation License $10,000.00
10 4. Additional Annual Maintenance for Workstation License $2,200.00
11 Additional Licenses/Services Fees shall only be paid to CONTRACTOR if any such
12 licenses are provided or services are performed by CONTRACTOR upon COUNTY's
13 written request and acceptance of CONTRACTOR'S quotation. In no event shall
14 Additional Licenses/Services Fees exceed $150,000 per year for each one year period of
15 this Agreement.
16 D. TOTAL CONTRACT AMOUNT
17 In no event shall services performed under this Agreement be in excess of One Million
18 Eight Hundred Twenty Thousand One Hundred Forty and 00/100 Dollars ($1,820,140.00)
19 during the entire potential five year term of this Agreement.
20 It is understood that all expenses incidental to CONTRACTOR'S performance of
21 services under this Agreement shall be borne by CONTRACTOR, excluding travel
22 expenses to COUNTY'S location to correct software errors that are not caused by
23 CONTRACTOR'S software. Such expenses, including CONTRACTOR'S labor, shall be
24 invoiced to COUNTY as additional services fees in accordance with Section VI.-C
25 hereinabove.
26 E. INVOICING
27 CONTRACTOR shall submit invoices, either electronically or via mail, to the County of
28 Fresno ITSD, Accounts Payable, 333 W. Pontiac Way, Clovis, CA 93612 or Accounts
-17-
1 Payable (ITSDBusinessOffice@FresnoCountyCA.gov ). COUNTY will pay
2 CONTRACTOR within forty-five (45) days of receipt of a proper invoice, by mail addressed
3 to CONTRACTOR's remittance address at P. O. Box 671392, Dallas, TX 75267-1392.
4 VII. INDEPENDENT CONTRACTOR:
5 In performance of the work, duties and obligations assumed by CONTRACTOR under this
6 Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of
7 the CONTRACTOR'S officers, agents, and employees will at all times be acting and
8 performing as an independent contractor, and shall act in an independent capacity and not as
9 an officer, agent, servant, employee, joint venturer, partner, or associate of the COUNTY.
10 Furthermore, COUNTY shall have no right to control or supervise or direct the manner or
11 method by which CONTRACTOR shall perform its work and function. However, COUNTY shall
12 retain the right to administer this Agreement so as to verify that CONTRACTOR is performing
13 its obligations in accordance with the terms and conditions thereof.
14 CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the
15 rules and regulations, if any, of governmental authorities having jurisdiction over matters the
16 subject thereof.
17 Because of its status as an independent contractor, CONTRACTOR shall have absolutely
18 no right to employment rights and benefits available to COUNTY employees. CONTRACTOR
19 shall be solely liable and responsible for providing to, or on behalf of, its employees all
20 legally-required employee benefits. In addition, CONTRACTOR shall be solely responsible and
21 save COUNTY harmless from all matters relating to payment of CONTRACTOR'S employees,
22 including compliance with Social Security withholding and all other regulations governing such
23 matters. It is acknowledged that during the term of this Agreement, CONTRACTOR may be
24 providing services to others unrelated to the COUNTY or to this Agreement.
25 VIII. MODIFICATION
26 Any matters of this Agreement may be modified from time to time by the written consent
27 of all the parties without, in any way, affecting the remainder.
28 IX. NON-ASSIGNMENT
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1 Neither party shall assign, transfer or sub-contract this Agreement nor their rights or
2 duties under this Agreement without the prior written consent of the other party.
3 X. HOLD HARMLESS
4 CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY'S request,
5 defend the COUNTY, its officers, agents, and employees from any and all costs and expenses,
6 damages, liabilities, claims, and losses occurring or resulting to COUNTY in connection with
7 the performance, or failure to perform, by CONTRACTOR, its officers, agents, or employees
8 under this Agreement, and from any and all costs and expenses, damages, liabilities, claims,
9 and losses occurring or resulting to any person, firm, or corporation who may be injured or
10 damaged by the performance, or failure to perform, of CONTRACTOR, its officers, agents, or
11 employees under this Agreement.
12 Notwithstanding the foregoing, the total liability of CONTRACTOR for any claim or
13 damage arising from or otherwise related to this Agreement, whether in contract, tort or by way
14 of indemnification, shall be limited to direct damages which shall not exceed (i) the support fees
15 paid during the twelve (12) month period in which the claim arises, or (ii) in the case of bodily
16 injury or property damage for which defense and indemnity coverage is provided by
17 CONTRACTOR'S insurance carrier, the coverage limits of such insurance.
18 Except for actions for copyright, trade secret, or trademark infringement, no arbitration,
19 action or proceeding arising out of any claimed breach of this Agreement or transaction may
20 be brought by either party more than four (4) years after the cause of action has been
21 discovered.
22 IN NO EVENT SHALL CONTRACTOR OR ITS SUBCONTRACTORS OR SUPPLIERS
23 BE LIABLE WHETHER IN CONTRACT OR IN TORT FOR LOST PROFITS, LOST SAVINGS,
24 LOST DATA, LOST OR DAMAGED SOFTWARE, OR ANY OTHER CONSEQUENTIAL OR
25 INCIDENTAL DAMAGES ARISING OUT OF, OR OTHERWISE RELATED TO THIS
26 AGREEMENT, REGARDLESS OF WHETHER CONTRACTOR HAS NOTICE OF THE
27 POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.
28
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1
2 XI. INSURANCE
3 Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any
4 third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the
5 following insurance policies or a program of self-insurance, including but not limited to, an
6 insurance pooling arrangement or Joint Powers Agreement (JPA) throughout the term of the
7 Agreement:
8 A. COMMERCIAL GENERAL LIABILITY
9 Commercial General Liability Insurance with limits of not less than One Million Dollars
10 ($1,000,000) per occurrence and an annual aggregate of Two Million Dollars ($2,000,000).
11 This policy shall be issued on a per occurrence basis. COUNTY may require specific
12 coverages including completed operations, products liability, contractual liability,
13 Explosion-Collapse-Underground, fire legal liability or any other liability insurance deemed
14 necessary because of the nature of this contract.
15 B. AUTOMOBILE LIABILITY
16 Comprehensive Automobile Liability Insurance with limits for bodily injury of not less
17 than Two Hundred Fifty Thousand Dollars ($250,000.00) per person, Five Hundred
18 Thousand Dollars ($500,000.00) per accident and for property damages of not less than
19 Fifty Thousand Dollars ($50,000.00), or such coverage with a combined single limit of Five
20 Hundred Thousand Dollars ($500,000.00). Coverage should include owned and non-
21 owned vehicles used in connection with this Agreement.
22 C. PROFESSIONAL LIABILITY
23 If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W.,
24 M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than
25 One Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00)
26 annual aggregate.
27 D. WORKER'S COMPENSATION
28 A policy of Worker's Compensation insurance as may be required by the California
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1 Labor Code.
2 E. TECHNOLOGY PROFESSIONAL LIABILITY (Errors and Omissions)
3 Technology professional liability (errors and omissions) insurance with limits of not less
4 than Two Million Dollars ($2,000,000.00) per occurrence. Coverage shall encompass all of
5 the CONTRACTOR's duties and obligations that are the subject of this Agreement.
6 Coverage shall include, but not be limited to, any and all claims, damages, costs, fees,
7 regulatory fines and penalties, or forms of legal action involving Cyber Risks.
8 F. CYBER LIABILITY
9 CONTRACTOR shall obtain cyber liability insurance with limits of not less than Two
10 Million Dollars ($2,000,000) per occurrence. Coverage shall include, but not be limited to,
11 claims involving Cyber Risks. The cyber liability policy shall be endorsed to cover the full
12 replacement value of damage to, alteration of, loss of, or destruction of intangible property
13 (including but not limited to information or data) that is in the care, custody, or control of
14 the CONTRACTOR.
15 Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security
16 Breaches, which may include Disclosure, whether intentional or unintentional, of
17 Information to an Unauthorized Third Party; (ii) breach of any of the Contractor's
18 obligations under this Agreement; (iii) infringement of intellectual property including, but
19 not limited to infringement of copyright, trademark, and trade dress; (iv) invasion of
20 privacy, including release of private information; (v) information theft by any person or
21 entity, whatsoever; (vi) damage to or destruction or alteration of electronic information; (vii)
22 extortion related to CONTRACTOR'S obligations under this Agreement regarding
23 electronic information, including Information provided by County; (viii) network security; (ix)
24 data breach response costs, including Security Breach response costs; (x) regulatory fines
25 and penalties related to CONTRACTOR'S obligations under this Agreement regarding
26 electronic information, including Personal Information; and (xi) credit monitoring expenses.
27 G. Additional Requirements Relating To Insurance
28 CONTRACTOR shall obtain endorsements to the Commercial General Liability
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1 insurance naming the County of Fresno, its officers, agents, and employees, individually
2 and collectively, as additional insured, but only insofar as the operations under this
3 Agreement are concerned. Such coverage for additional insured shall apply as primary
4 insurance and any other insurance, or self-insurance, maintained by COUNTY, its officers,
5 agents and employees shall be excess only and not contributing with insurance provided
6 under CONTRACTOR's policies herein. This insurance shall not be cancelled without a
7 minimum of thirty (30) days advance written notice given to COUNTY.
8 CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents, and
9 employees any amounts paid by the policy of worker's compensation insurance required by this
10 Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may
11 be necessary to accomplish such waiver of subrogation, but CONTRACTOR's waiver of subrogation
12 under this paragraph is effective whether or not CONTRACTOR obtains such an endorsement.
13
14 Within Thirty (30) days from the date CONTRACTOR executes this Agreement,
15 CONTRACTOR shall provide certificates of insurance and endorsement as stated above
16 for all of the foregoing policies, as required herein, to the County of Fresno, (Robert Bash,
17 Chief Information Officer, 2048 N Fine Street, Fresno CA 93722 or his designee), stating
18 that such insurance coverages have been obtained and are in full force; that the County of
19 Fresno, its officers, agents and employees will not be responsible for any premiums on the
20 policies; that for such worker's compensation insurance the CONTRACTOR has waived its right
21 to recover from the COUNTY, its officers, agents, and employees any amounts paid under the
22 insurance policy and that waiver does not invalidate the insurance policy; that such Commercial
23 General Liability insurance names the County of Fresno, its officers, agents and
24 employees, individually and collectively, as additional insured, but only insofar as the
25 operations under this Agreement are concerned; that such coverage for additional insured
26 shall apply as primary insurance and any other insurance, or self-insurance, maintained by
27 COUNTY, its officers, agents and employees, shall be excess only and not contributing
28 with insurance provided under CONTRACTOR's policies herein; and that this insurance
-22-
1 shall not be cancelled or changed without a minimum of thirty (30) days advance, written
2 notice given to COUNTY.
3 In the event CONTRACTOR fails to keep in effect at all times insurance coverage as
4 herein provided, the COUNTY may, in addition to other remedies it may have, suspend or
5 terminate this Agreement upon the occurrence of such event.
6 All policies shall be with insurers authorized to do business in the State of California.
7 Insurance purchased shall be purchased from companies possessing a current A.M. Best,
8 Inc. rating of A FSC VII or better.
9
10 XII. AUDITS AND INSPECTIONS
11 CONTRACTOR shall at any time during CONTRACTOR'S normal business hours, and
12 upon prior written notice, as often as the COUNTY may deem necessary, make available to the
13 COUNTY for examination all of its records and data with respect to the matters covered by this
14 Agreement. CONTRACTOR shall, upon request by the COUNTY, permit the COUNTY to audit
15 and inspect all of such records and data necessary to ensure CONTRACTOR'S compliance
16 with the terms of this Agreement. Any such examinations or audits shall be at the COUNTY'S
17 expense.
18 If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be
19 subject to the examination and audit of the Auditor General for a period of three (3) years after
20 final payment under contract (Government Code Section 8546.7).
21
22 XIII. NOTICES
23 A) AUTHORITY TO GIVE AND RECEIVE NOTICES
24 The persons and their addresses having authority to give and receive notices under this
25 Agreement include the following:
26 COUNTY OF FRESNO CONTRACTOR
Robert Bash
27 Chief Information Officer TriTech Software Corporation
28 333 W. Pontiac Way 9477 Waples Street, Suite 100
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1 Clovis, CA 93612 San Diego, CA 92121
2 Any and all notices between the COUNTY and the CONTRACTOR provided for or
3 permitted under this Agreement or by law shall be in writing and shall be deemed duly served
4 when personally delivered to one of the parties, or in lieu of such personal services, when
5 deposited in the United States Mail, postage prepaid, addressed to such party.
6 B) PRIMARY ESCALATION CONTACT INFORMATION
7 The persons and their contact information that the COUNTY or CONTRACTOR can use to escalate
8 problems or situations are as follows:
9 (1)
10 COUNTY CONTRACTOR
11 Contact#1 Name: Kelly Wachal
Applications Information Technology Manager Title: Director, Customer Services
12 Office Phone: (559) 600-5800 Phone: (563) 387-4839
Email: ITSD@co.fresno.ca.us Email: kelly.wachal@centralsquare.com
13
14 (2)
15 COUNTY CONTRACTOR
Contact#2:
16 Mark Zack Name: Ellen Manning
17 Information Technology Division Manager Title: Director of Technical Support
Office Phone: (559) 600-5800 Phone: (563) 387-4827
18 Email: mzack@FresnoCountyCA.gov Email: ellen.manning@centralsquare.com
19
20
21 XIV. GOVERNING LAW
22 Venue for any action arising out of or related to this Agreement shall only be in Fresno
23 County, California.
24 The rights and obligations of the parties and all interpretation and performance of this
25 Agreement shall be governed in all respects by the laws of the State of California.
26
27 XV. DISCLOSURE OF SELF-DEALING TRANSACTIONS:
28 This provision is only applicable if the CONTRACTOR is operating as a corporation (a for-
-24-
1 profit or non-profit corporation) or if during the term of this agreement, the CONTRACTOR
2 changes its status to operate as a corporation.
3 Members of the CONTRACTOR's Board of Directors shall disclose any self-dealing
4 transactions that they are a party to while CONTRACTOR is providing goods or performing
5 services under this agreement. A self-dealing transaction shall mean a transaction to which the
6 CONTRACTOR is a party and in which one or more of its directors has a material financial
7 interest. Members of the Board of Directors shall disclose any self-dealing transactions that they
8 are a party to by completing and signing a Self-Dealing Transaction Disclosure Form (Exhibit B)
9 and submitting it to the COUNTY prior to commencing with the self-dealing transaction or
10 immediately thereafter.
11
12 XVI. SEVERABILITY
13 The provisions of this Agreement are severable. The invalidity or unenforceability of any
14 one provision in the Agreement shall not affect the other provisions.
15
16 KVIL ENTIRE AGREEMENT
17 This Agreement constitutes the entire agreement between the CONTRACTOR and
18 COUNTY with respect to the subject matter hereof and supersedes all previous Agreement
19 negotiations, proposals, commitments, writings, advertisements, publications, and
20 understandings of any nature whatsoever unless expressly included in this Agreement.
21
22
23
24
25
26
27
28
-25-
1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
2 and year first hereinabove written.
3
4 ` CONTRACTOR COUNTY OF FRESNO
5
(Authorized Signature) Nathan Magsig, hairperson o the Board of
7 Supervisors of the County of Fresno
8 Roxanne Lerner, Director of Contracts
9 Print Name&Title
10 '
11
12 Mailing Address ATTEST:
Bernice E.Seidel
13 TriTech Software Systems Clerk of the Board of Supervisors
9477 Waples Street, Suite 100 County of Fresno, State of California
14 San Diego, CA 92121
15
16
17
18 By: '
19 a uty
FOR ACCOUNTING USE ONLY:
20
21 ORG No.:56201500
Account No.: 7309
22 Requisition No.:
23
24
25
26
27
28
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EXHIBIT A— CONTRACTOR SUPPORT HOURS AND RESPONSE
SOFTWARE ERROR CORRECTION
GUIDELINES AND PROCEDURES
(1) All TriTech Software Errors reported by Client's personnel shall be resolved as set forth
below. The response and resolution plan will be based upon the Service Level Agreement terms
specified below by product. The Client may elect to downgrade the urgency of the issue if the
operational impact is not severe. The Client may also request an upgraded response to a lower
priority issue if the issue has a significant operation impact by requesting to speak to a
supervisor/manager from TriTech's Customer Service Group.
(2) If Client determines a Software Error exists, Client shall immediately notify TriTech by
telephone, followed by an error report in writing, setting forth the defects noted with specificity
requested by TriTech.
Note (a): Critical Priority and Urgent Software Errors must be reported via
telephone at the number listed in the Support Issues Priority and Response Matrix
under section (9) below. If Critical Priority or Urgent Priority Software Errors are
not reported via the telephone, the stated response and resolution times will not
apply.
Note (b): High, Medium, and Lower Priority Software Errors may be reported via email
to the address listed in the matrix below, or through TriTech's Support website via the
Customer Service portal on TriTech's website.
(3) "Normal Customer Service Hours" (Business Hours) are 7:30a.m. through 7:30p.m.
(Central), Monday through Friday, excluding TriTech holidays.
(4) The main support line will be answered by TriTech's Customer Service Department, or
TriTech's answering service, depending on the time/day of the call. During Normal Customer
Service Hours, a Customer Service Representative will directly answer the support telephone
call. If a Customer Service Representative is not available to answer your call during Normal
Customer Service Hours, the call will automatically be routed to the TriTech operator. If all
Customer Service Representatives are busy, the operator will offer the option to leave a
message, or in the case of a Critical Priority problem, as described below, locate a Customer
Service Representative.
(5) Following Normal Customer Service Hours, the call will be automatically routed to TriTech's
answering service. Any calls routed to the answering service will be escalated to an on-call
Customer Service Representative on-call for prompt follow-up and resolution, if required.
(6) During Normal Customer Service Hours, each issue will be assigned a ticket number. This
number should be used for all subsequent inquiries relating to the original reported issue.
Problems reported after Normal Customer Service Hours will be logged and assigned an issue
number the next business day. Enhancement requests should be emailed to
support@tritech.com.
(7) TriTech has approved Bomgar as the sole primary form of support connectivity for TriTech's
software applications. Bomgar provides for passwords, advanced authentication, encryption
and logging that meet or exceed FBI CJIS standards. The data is stored in a secure technology
facility meeting FBI standards. The Client has access to log information through the TriTech
-27-
support ticket management system Client portal on TriTech's website. Backup support
connectivity is also required. The Client will ensure there is either reliable cellular coverage or a
landline telephone in each physical area in which a Server or interface equipment is located to
allow the Client's team to assist in troubleshooting.
(8) Reported software errors will be responded to and resolved in accordance with the Priorities
and Response Matrix in Section 9 below. If requested or specified in the response time criteria
below, a TriTech representative will return the call in a manner consistent with the priority and
order in which the call was received. Client will make every effort to respond to TriTech in a
timely fashion when requests are made for follow-up calls or additional documentation on the
reported problem.
a. If a response is not received, or a resolution is not provided in accordance with the
Priorities and Response Matrix, the Client may request escalation of the issue in
accordance with the TriTech Documentation.
(9) Priorities and Support Response Matrix
The following priority matrix relates to software errors resulting from the TriTech Software as
further defined in this Agreement. Causes related to non-covered causes - such as hardware,
network, and Third Party Items - are not included in this priority matrix and are outside the
scope of this Agreement.
-28-
1 Inform CAD, Mobile, Browser, Interface, and GIS Link Response Matrix
2
3 Priority Issue Definition Response Time
4 Priority 1 — 24x7 Support for live operations on the Normal Customer Service Hours: Telephone
production system: A system down event calls to 800. 987.0911 will be immediately
5 Critical Priority which severely impacts the ability of Users to answered and managed by the first available
dispatch emergency units. This is defined as representative but not longer than 5 minutes.
6 the following:
After Normal Customer Service Hours: Thirty
70 Inform CAD, Inform Mobile, or Interfaces (30)minute callback after client telephone
are down as further defined in the contact to 800. 987.0911.
8 Special Note#1 below.
• Critical servers inoperative, as listed in Priority 1 issues must be called in via 800.
9 Special Note#1. 987.0911 in order to receive this level of
• Complete interruption of call taking response.
and/or dispatch operations
10 • Loss of transactional data &transactional
data corruption
11
This means one or more critical server
12 components are non-functional disabling
Inform CAD or Inform Mobile workstations.
13 These Software Errors are defined in Special
Note#1, below.
14 Priority 2— 247 Support for live operations on the Normal Customer Service Hours: Telephone
15 production system: A serious Software Error calls to 800. 987.0911 will be answered and
Urgent Priority with no workaround not meeting the criteria of managed by the first available representative
a Critical Priority, but which severely impacts but not longer than 5 minutes.
16 the ability of Users to enter incoming calls for
service and/or dispatch emergency units. After Normal Customer Service Hours: One
17 Such errors will be consistent and (1)hour callback after client telephone
reproducible. contact to 800. 987.0911.
18 A significant number of the Inform CAD or Priority 2 issues must be called in via 800.
19 Inform Mobile workstations are negatively 987.0911 in order to receive this level of
impacted by this error(e.g., does not apply to response.
a minimal set of Inform CAD or Inform mobile 20
workstations). These Software Errors are
defined in more detail in Special Note#2,
21 below.
22 Priority 3- Normal Customer Service Hours Support: A Normal Customer Service Hours: Telephone
Software Error not meeting the criteria of a calls to 800. 987.0911 by the first available
23 High Priority Critical or Urgent Priority, has a workaround representative but not longer than 5 minutes
available, but which does negatively impact after the initial phone call.
24 the User from entering incoming calls for
service and/or dispatching emergency units. High Priority issues may also be reported via
25 Such errors will be consistent and support tritech.com.
reproducible.
High Priority Issues are not managed after
26 A significant number of Inform CAD or Inform Normal Customer Service Hours.
Mobile workstations are negatively impacted
27 by this error(e.g.,does not apply to a minimal
set of workstations).
28
1 Priority Issue Definition Response Time
2 Priority 4— Normal Customer Service Hours Support: A Normal Customer Service Hours: Telephone
Software Error related to a user function calls to 800. 987.0911 will be answered and
3 Medium Priority which does not negatively impact the User managed by the first available representative
from entering incoming calls for service but not longer than 5 minutes after the initial
4 and/or dispatch emergency units. This phone call.
includes system administrator functions.
5 Medium Priority issues may also be reported
via supportO)tritech.com.
6 Medium Priority issues are not managed after
Normal Customer Service Hours.
7
Priority 5— Normal Customer Service Hours Support: Normal Customer Service Hours: Telephone
8 Cosmetic or Documentation errors, including calls to 800. 987.0911will be answered and
Low Priority Client technical questions or usability managed by the first available representative
9 questions but not longer than 5 minutes after the initial
phone call.
10 Low Priority issues may also be reported via
11 support6d�tritech.com.
Low Priority issues are not managed after
12 Normal Customer Service Hours.
13
Priority Resolution Process Resolution Time
14
Priority 1 — TriTech will provide a procedural or TriTech will work continuously(including after
15 configuration workaround or a code hours)to provide the Client with a solution that
Critical Priority correction that allows the Client to resume allows the Client to resume live operations on
16 live operations on the production system. the production system.
17 TriTech will use commercially reasonable
efforts to resolve the issue as soon as possible
18 and not later than 12 hours after notification.
Priority 2— TriTech will provide a procedural or TriTech will work continuously(including after
19 configuration workaround or a code hours)to provide the Client with a solution that
Urgent Priority correction that allows the Client to resume allows the Client to resume normal operations
20 normal operations on the production system. on the production system.
21 TriTech will use commercially reasonable
efforts to resolve the issue as soon as possible
22 and not later than 36 hours after notification.
23 Priority 3- TriTech will provide a procedural or TriTech will work to provide the Client with a
configuration workaround that allows the resolution which may include a workaround or
24 High Priority Client to resolve the problem. code correction within a timeframe that takes
into consideration the impact of the issue on
the Client and TriTech's User base. Priority 3
25 issues have priority scheduling in a
subsequent release.
26
27
28
-II-
1
2 Priority Resolution Process Resolution Time
3 Priority 4— If TriTech determines that a reported Medium TriTech will work to provide the Client with a
Priority error requires a code correction, such resolution which may include a workaround or
4 Medium Priority issues will be addressed in a subsequent code correction in a future release of the
release when applicable. software. Priority 4 issues have no guaranteed
5 resolution time.
6 Priority 5— Low Priority issues are logged by TriTech and There is no guaranteed resolution time for Low
addressed at the company's discretion Priority issues.
7 Low Priority according to TriTech's roadmap planning
process.
8
9
10 Special Note#1: Priority 1 -Critical Priority issues meeting the previously noted criteria are defined as follows:
11 1. Inform CAD:
a. Users are unable to enter new requests for service via the emergency or scheduled call taking screen.
12 b. All users are unable to verify an address from within the emergency or scheduled call taking screen.
c. The Inform CAD System is down and all workstations will not launch or function.
13 d. The Inform CAD System is inoperable due to transactional data corruption caused by TriTech Software.
e. The Inform CAD Reporting and Archiving Server is down and the system is configured to use the Reporting
14 Server for dispatching functions(e. g., Premise History).
f. Law enforcement users are unable to send or receive justice queries(this priority applies if the functionality is
15 available through no other available methods).
2. Inform Mobile:
a. The Inform Mobile System is down and all unit mobile devices are unable to log in or function.
16 b. The Inform Mobile System is inoperable due to data corruption caused by TriTech Software.
c. Law enforcement users are unable to send or receive justice queries(this priority applies if the functionality is
17 available through no other available methods).
3. Inform Browser, and GISLink:
18 a. There are no Critical Priority(Priority 1)issues for these products.
19 Special Note#2: Priority 2-Urgent Priority issues, meeting the previously noted criteria, are defined as follows:
20 1. Inform CAD:
21 a. Inform CAD users are severely impacted due to one of the following conditions:
i. A significant number of users(50%or more)are unable to verify an address from within the
22 emergency or scheduled call-taking screen.
ii. The inability to view/edit premise or caution note information.
iii. The inability to send and receive text messaging(within CAD, CAD to Mobile, or Mobile to Mobile).
23 iv. The system does not perform unit recommendations.
v. Inability to assign a unit to an incident.
24 vi. Inability to change a unit's status.
vii. Inability to close an incident.
25 viii. Inability to view incident information needed to dispatch an incident.
ix. Disaster Recovery System,following a test failover is inoperable for more than one (1)business day
26 2. Inform Mobile:
a. Inform Mobile users are severely impacted due to one of the following conditions:
27 i. Inability to receive new requests for service from Inform CAD(using all available methods).
ii. Inability to view incident information needed to dispatch an incident(using all available methods).
iii. The inability to send and receive text messaging(within CAD, CAD to Mobile, or Mobile to Mobile).
28 iv. Inability to enter a traffic stop or on-view incident.
-III-
1 v. The inability to view premise or caution note information.
vi. Disaster Recovery System,following a test failover is inoperable for more than one (1)business
2 day.
3 3. Inform CAD/Mobile Interfaces:
a. An Inform CAD Station Alerting Interface is down or Inform CAD Station Alerting Interface repeatedly fails to
process a station alert, as part of a unit assignment, or if there is a reoccurring significant delay in the
4 interface processing a station alert as part of a unit assignment(once it is diagnosed that is not being caused
by the station alerting system).
5 b. An Inform CAD Paging Interface is down.
c. An interface used for personnel rostering is down.
6 d. A CAD-to-CAD interface is down or repeatedly fails to process information into an incident.
e. An Inform CAD Paging Interface repeatedly fails to process a unit alert as part of a unit assignment.
7 f. An ANI/ALI interface repeatedly fails to process information into an incident.
g. An interface to an external rostering system used to logon units is down.
$ h. An AVL interface fails to process updates for over 50%of units.
i. A mobile interface (MDT or MDC)repeatedly fails to process incident or status change information.
9 j. A Standard CAD to External System Incident Data Transfer Interface License(RMS)is down.
4. Inform Browser and GISLink:
10 a. There are no Urgent Priority(Priority 2)issues for these products.
11
Additional Information:
12 A. Disaster Recovery and Training CAD/Mobile Systems do not generally qualify for after Normal Customer Service
13 Hours support.This would change if the Production System has failed over to the Disaster Recovery System or
following a test failover it is inoperable for more than one(1)business day, TriTech will work to resolve the
14 problem according to the Priority 2 response and resolution criteria included above.
15 B. Modifications to installed TriTech CAD/Mobile Licensed Software that operates with State and National Criminal
Justice Information Systems (State CJIS/NCIC)systems to accommodate Government Mandated Changes
dictated by State and Federal agencies having authority over these programs will be provided in a subsequent
16 update.
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-IV-
1 Exhibit B
2 SELF-DEALING TRANSACTION DISCLOSURE FORM
3 In order to conduct business with the Count of Fresno hereinafter referred to as "County"),
y ( y ), members
4 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
5 for the County. A self-dealing transaction is defined below:
6 '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"
7
8 The definition above will be utilized for purposes of completing this disclosure form.
9
10 INSTRUCTIONS
11 (1) Enter board member's name, job title (if applicable), and date this disclosure is being made.
12 (2) Enter the board member's company/agency name and address.
13 (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:
14
a. The name of the agency/company with which the corporation has the transaction; and
15
b. The nature of the material financial interest in the Corporation's transaction that the
16 board member has.
17 (4) Describe in detail why the self-dealing transaction is appropriate based on applicable
18 provisions of the Corporations Code.
(5) Form must be signed by the board member that is involved in the self-dealing transaction
19 described in Sections (3) and (4).
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-V-
1
2 (1) Company Board Member Information:
3 Name: Date:
4 Job
Title:
5 (2) Company/Agency Name and Address:
6
7
8
9
10
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a party
11 to):
12
13
14
15
16
17
18 (4) Explain why this self-dealing transaction is consistent with the requirements of
Corporations Code 5233 (a):
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25 (5) Authorized Signature
26 Signature: Date:
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-VI-