HomeMy WebLinkAboutAgreement A-23-371 with The Little Group LTD Co..pdf Agreement No. 23-371
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated July 18, 2023 and is between
3 The Little Group, LTD Co. dba Exclusive Network Enterprises, a Texas corporation
4 ("Contractor"), and the County of Fresno, a political subdivision of the State of California
5 ("County").
6 Recitals
7 A. The County has a need for supplemental project management services provided by the
8 Contractor for the County's property management information system (PMIS).
9 B. The County desires to engage the Contractor to provide project management services
10 related to the County's PMIS, pursuant to the terms and conditions of this Agreement.
11 C. The County previously entered into Procurement Agreement No. P-22-053 with the
12 Contractor for supplemental project management services, with a total maximum compensation
13 payable of$199,000.00, effective March 1, 2022, for a potential five-year term, not to exceed
14 February 28, 2027 ("Original Agreement").
15 D. The County and the Contractor now wish to supersede and replace the Original
16 Agreement with this Agreement, subject to approval by the County's Board of Supervisors,
17 which is necessary to allow not only for additional IT professional services (as identified in
18 Exhibit A) to be performed by the Contractor, but for the increase in the total maximum
19 compensation payable to $600,000.00. The term will remain a potential five-year maximum and
20 this Agreement will be retroactive to the Original Agreement's effective date of March 1, 2022.
21 The parties therefore agree as follows:
22 Article 1
23 Contractor's Services
24 1.1 Scope of Services. Upon execution of this Agreement, the Contractor shall perform
25 all of the services provided in Exhibit A to this Agreement, entitled "Scope of Services." Services
26 provided by the Contractor prior to the execution of this Agreement are described in the Original
27 Agreement.
28
1
1 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
2 able to perform all of the services provided in this Agreement.
3 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
4 applicable federal, state, and local laws and regulations in the performance of its obligations
5 under this Agreement, including but not limited to workers compensation, labor, and
6 confidentiality laws and regulations.
7 1.4 Data Security. The Contractor shall employ adequate controls and data security
8 measures, both internally and externally, to ensure and protect the confidential information
9 and/or data provided to the Contractor by the County, thereby preventing 1) the potential loss,
10 misappropriation, and/or inadvertent access, viewing, use or disclosure of County data,
11 including sensitive or personal County information including any and all personal identifying
12 information of County employees; 2) abuse of County resources; and/or 3) disruption to County
13 operations.
14 The Contractor may not connect to or use County networks/systems via personally
15 owned mobile, wireless, or handheld devices, unless authorized by the County for
16 telecommuting purposes and provide a secure connection; up-to-date virus protection and
17 mobile devices must have the remote wipe feature enabled. Computers or computer peripherals
18 including mobile storage devices may not be used (on either the County's or the Contractor's
19 devices) or brought in for use into the County's system(s) without prior authorization from the
20 County's Director of Internal Services/Chief Information Officer (ISD Director/CIO) and/or
21 designee(s).
22 There shall be no storage of the County's private, confidential, or sensitive data on any
23 hard disk drive, portable storage device or remote storage installation, unless encrypted
24 according to advance encryption standards (AES of 128 bit or higher).
25 The Contractor shall immediately notify the County of any violations, breaches, or
26 potential breaches of security related to the County's confidential information, data, and/or data
27 processing equipment which stores or processes County data, internally or externally. The
28 County shall provide oversight to the Contractor's response to all incidents arising from a
2
1 possible breach of security related to the County's confidential client information. The Contractor
2 shall issue any notification to affected individuals as required by law, or as deemed necessary
3 by the County, in its sole discretion. The Contractor shall be responsible for all costs incurred as
4 a result of providing the required notification.
5 Article 2
6 County's Responsibilities
7 2.1 The County shall provide a County representative to represent the County, who will
8 work with the Contractor to carry out the Contractor's obligations under this Agreement. The
9 County Representative shall be a County Information Technology Division Manager, and/or their
10 designees. The Contractor shall provide a contact person to the County Representative upon
11 execution of this Agreement.
12 Article 3
13 Compensation, Invoices, and Payments
14 3.1 The County agrees to pay, and the Contractor agrees to receive, compensation for
15 the performance of its services under this Agreement as described in this section. The
16 Contractor shall provide supplemental project management services for the County's PMIS at
17 $125.00 per hour.
18 3.2 Maximum Compensation. The maximum compensation payable to the Contractor
19 under this Agreement is $500,000.00 for the initial three-year term of this Agreement. In the
20 event this Agreement is extended for its first optional one-year extension ("Year 4"), the total
21 compensation payable to the Contractor under this Agreement is $550,000.00. In the event this
22 Agreement is extended for its final one-year extension ("Year 5"), the total compensation
23 payable to the Contractor under this Agreement is $600,000.00. In the event the total maximum
24 compensation amount in the Initial Term, Year 4, and/or Year 5 is not fully expended, the
25 remaining unspent funding amounts shall roll over to each subsequent term's established
26 maximum compensation. The Contractor acknowledges that the County is a local government
27 entity, and does so with notice that the County's powers are limited by the California
28 Constitution and by State law, and with notice that the Contractor may receive compensation
3
1 under this Agreement only for services performed according to the terms of this Agreement and
2 while this Agreement is in effect, and subject to the maximum amount payable under this
3 section. The Contractor further acknowledges that County employees have no authority to pay
4 the Contractor except as expressly provided in this Agreement.
5 3.3 Invoices. The Contractor shall submit monthly invoices referencing the provided
6 agreement number to the County of Fresno, Internal Services Department, Attention: Business
7 Office, 333 W. Pontiac Way, Clovis, CA 93612, isdbusinessofficeco�-fresnocountyca.aov. The
8 Contractor shall submit each invoice within 60 days after the month in which the Contractor
9 performs services and in any case within 60 days after the end of the term or termination of this
10 Agreement.
11 3.4 Payment. The County shall pay each correctly completed and timely submitted
12 invoice within 45 days after receipt. The County shall remit any payment to the Contractor's
13 address specified in the invoice.
14 3.5 Incidental Expenses. The Contractor is solely responsible for all of its costs and
15 expenses that are not specified as payable by the County under this Agreement.
16 Article 4
17 Term of Agreement
18 4.1 Term. This Agreement is effective on March 1, 2022 and terminates on February 28,
19 2025, except as provided in section 4.2, "Extension," or Article 6, "Termination and Suspension,"
20 below.
21 4.2 Extension. The term of this Agreement may be extended for no more than two, one-
22 year periods only upon written approval of both parties at least 30 days before the first day of
23 the next one-year extension period. The ISD Director/CIO or his or her designee is authorized to
24 sign the written approval on behalf of the County based on the Contractor's satisfactory
25 performance. The extension of this Agreement by the County is not a waiver or compromise of
26 any default or breach of this Agreement by the Contractor existing at the time of the extension
27 whether or not known to the County.
28
4
1 Article 5
2 Notices
3 5.1 Contact Information. The persons and their addresses having authority to give and
4 receive notices provided for or permitted under this Agreement include the following:
5
For the County:
6 Director of Internal Services/Chief Information Officer
County of Fresno
7 333 W. Pontiac Way
Clovis, CA 93612
8 isdcontracts(a)fresnocountyca.gov
9 For the Contractor:
CEO
10 The Little Group LTD, Co dba Exclusive Network Enterprises
P.O. Box 8753
11 Greenville, TX 75404
exclusivenet(a)earthlink.net
12
5.2 Change of Contact Information. Either party may change the information in section
13
5.1 by giving notice as provided in section 5.3.
14
5.3 Method of Delivery. Each notice between the County and the Contractor provided
15
for or permitted under this Agreement must be in writing, state that it is a notice provided under
16
this Agreement, and be delivered either by personal service, by first-class United States mail, by
17
an overnight commercial courier service, or by Portable Document Format (PDF) document
18
attached to an email.
19
(A) A notice delivered by personal service is effective upon service to the recipient.
20
(B) A notice delivered by first-class United States mail is effective three County
21
business days after deposit in the United States mail, postage prepaid, addressed to the
22
recipient.
23
(C)A notice delivered by an overnight commercial courier service is effective one
24
County business day after deposit with the overnight commercial courier service,
25
delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
26
the recipient.
27
(D)A notice delivered by PDF document attached to an email is effective when
28
transmission to the recipient is completed (but, if such transmission is completed outside
5
1 of County business hours, then such delivery is deemed to be effective at the next
2 beginning of a County business day), provided that the sender maintains a machine
3 record of the completed transmission.
4 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
5 nothing in this Agreement establishes, waives, or modifies any claims presentation
6 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
7 of Title 1 of the Government Code, beginning with section 810).
8 Article 6
9 Termination and Suspension
10 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
11 contingent on the approval of funds by the appropriating government agency. If sufficient funds
12 are not allocated, then the County, upon at least 30 days' advance written notice to the
13 Contractor, may:
14 (A) Modify the services provided by the Contractor under this Agreement; or
15 (B) Terminate this Agreement.
16 6.2 Termination for Breach.
17 (A) Upon determining that a breach (as defined in paragraph (C) below) has
18 occurred, the County may give written notice of the breach to the Contractor. The written
19 notice may suspend performance under this Agreement, and must provide at least 30
20 days for the Contractor to cure the breach.
21 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
22 time stated in the written notice, the County may terminate this Agreement immediately.
23 (C) For purposes of this section, a breach occurs when, in the determination of the
24 County, the Contractor has:
25 (1) Obtained or used funds illegally or improperly;
26 (2) Failed to comply with any part of this Agreement;
27 (3) Submitted a substantially incorrect or incomplete report to the County; or
28 (4) Improperly performed any of its obligations under this Agreement.
6
1 6.3 Termination without Cause. In circumstances other than those set forth above, the
2 County may terminate this Agreement by giving at least 30 days advance written notice to the
3 Contractor.
4 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
5 under this Article 6 is without penalty to or further obligation of the County.
6 6.5 County's Rights upon Termination. Upon termination for breach under this Article
7 6, the County may demand repayment by the Contractor of any monies disbursed to the
8 Contractor under this Agreement that, in the County's sole judgment, were not expended in
9 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
10 demand. This section survives the termination of this Agreement.
11 Article 7
12 Independent Contractor
13 7.1 Status. In performing under this Agreement, the Contractor, including its officers,
14 agents, employees, and volunteers, is at all times acting and performing as an independent
15 contractor, in an independent capacity, and not as an officer, agent, servant, employee,joint
16 venturer, partner, or associate of the County.
17 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
18 manner or method of the Contractor's performance under this Agreement, but the County may
19 verify that the Contractor is performing according to the terms of this Agreement.
20 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no
21 right to employment rights or benefits available to County employees. The Contractor is solely
22 responsible for providing to its own employees all employee benefits required by law. The
23 Contractor shall save the County harmless from all matters relating to the payment of the
24 Contractor's employees, including compliance with Social Security withholding and all related
25 regulations.
26 7.4 Services to Others. The parties acknowledge that, during the term of this
27 Agreement, the Contractor may provide services to others unrelated to the County.
28
7
1 Article 8
2 Indemnity and Defense
3 8.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
4 County (including its officers, agents, employees, and volunteers) against all claims, demands,
5 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
6 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
7 the performance or failure to perform by the Contractor (or any of its officers, agents,
8 subcontractors, or employees) under this Agreement. The County may conduct or participate in
9 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or
10 defend the County.
11 8.2 Survival. This Article 8 survives the termination of this Agreement.
12 Article 9
13 Insurance
14 9.1 The Contractor shall comply with all the insurance requirements in Exhibit C to this
15 Agreement.
16 Article 10
17 Inspections, Audits, and Public Records
18 10.1 Inspection of Documents. The Contractor shall make available to the County, and
19 the County may examine at any time during business hours and as often as the County deems
20 necessary, all of the Contractor's records and data with respect to the matters covered by this
21 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
22 request by the County, permit the County to audit and inspect all of such records and data to
23 ensure the Contractor's compliance with the terms of this Agreement.
24 10.2 State Audit Requirements. If the compensation to be paid by the County under this
25 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
26 California State Auditor, as provided in Government Code section 8546.7, for a period of three
27 years after final payment under this Agreement. This section survives the termination of this
28 Agreement.
8
1 10.3 Public Records. The County is not limited in any manner with respect to its public
2 disclosure of this Agreement or any record or data that the Contractor may provide to the
3 County. The County's public disclosure of this Agreement or any record or data that the
4 Contractor may provide to the County may include but is not limited to the following:
5 (A) The County may voluntarily, or upon request by any member of the public or
6 governmental agency, disclose this Agreement to the public or such governmental
7 agency.
8 (B) The County may voluntarily, or upon request by any member of the public or
9 governmental agency, disclose to the public or such governmental agency any record or
10 data that the Contractor may provide to the County, unless such disclosure is prohibited
11 by court order.
12 (C)This Agreement, and any record or data that the Contractor may provide to the
13 County, is subject to public disclosure under the Ralph M. Brown Act (California
14 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
15 (D)This Agreement, and any record or data that the Contractor may provide to the
16 County, is subject to public disclosure as a public record under the California Public
17 Records Act (California Government Code, Title 1, Division 10, Chapter 3, beginning
18 with section 7920.200) ("CPRA").
19 (E) This Agreement, and any record or data that the Contractor may provide to the
20 County, is subject to public disclosure as information concerning the conduct of the
21 people's business of the State of California under California Constitution, Article 1,
22 section 3, subdivision (b).
23 (F) Any marking of confidentiality or restricted access upon or otherwise made with
24 respect to any record or data that the Contractor may provide to the County shall be
25 disregarded and have no effect on the County's right or duty to disclose to the public or
26 governmental agency any such record or data.
27 10.4 Public Records Act Requests. If the County receives a written or oral request
28 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
9
1 and which the County has a right, under any provision of this Agreement or applicable law, to
2 possess or control, then the County may demand, in writing, that the Contractor deliver to the
3 County, for purposes of public disclosure, the requested records that may be in the possession
4 or control of the Contractor. Within five business days after the County's demand, the
5 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
6 possession or control, together with a written statement that the Contractor, after conducting a
7 diligent search, has produced all requested records that are in the Contractor's possession or
8 control, or (b) provide to the County a written statement that the Contractor, after conducting a
9 diligent search, does not possess or control any of the requested records. The Contractor shall
10 cooperate with the County with respect to any County demand for such records. If the
11 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
12 CPRA or other applicable law, it must deliver the record or data to the County and assert the
13 exemption by citation to specific legal authority within the written statement that it provides to
14 the County under this section. The Contractor's assertion of any exemption from disclosure is
15 not binding on the County, but the County will give at least 10 days' advance written notice to
16 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
17 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
18 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
19 failure to produce any such records, or failure to cooperate with the County with respect to any
20 County demand for any such records.
21 Article 11
22 Disclosure of Self-Dealing Transactions
23 11.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation,
24 or changes its status to operate as a corporation.
25 11.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
26 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
27 "Self-Dealing Transaction Disclosure Form" (Exhibit B to this Agreement) and submitting it to the
28 County before commencing the transaction or immediately after.
10
1 11.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
2 a party and in which one or more of its directors, as an individual, has a material financial
3 interest.
4 Article 12
5 General Terms
6 12.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
7 Agreement may not be modified, and no waiver is effective, except by written agreement signed
8 by both parties. The Contractor acknowledges that County employees have no authority to
9 modify this Agreement except as expressly provided in this Agreement.
10 12.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
11 under this Agreement without the prior written consent of the other party.
12 12.3 Governing Law. The laws of the State of California govern all matters arising from
13 or related to this Agreement.
14 12.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
15 County, California. The Contractor consents to California jurisdiction for actions arising from or
16 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
17 brought and maintained in Fresno County.
18 12.5 Construction. The final form of this Agreement is the result of the parties' combined
19 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
20 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
21 against either party.
22 12.6 Days. Unless otherwise specified, "days" means calendar days.
23 12.7 Headings. The headings and section titles in this Agreement are for convenience
24 only and are not part of this Agreement.
25 12.8 Severability. If anything in this Agreement is found by a court of competent
26 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
27 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
28
11
1 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
2 intent.
3 12.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
4 not unlawfully discriminate against any employee or applicant for employment, or recipient of
5 services, because of race, religious creed, color, national origin, ancestry, physical disability,
6 mental disability, medical condition, genetic information, marital status, sex, gender, gender
7 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
8 all applicable State of California and federal statutes and regulation.
9 12.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
10 of the Contractor under this Agreement on any one or more occasions is not a waiver of
11 performance of any continuing or other obligation of the Contractor and does not prohibit
12 enforcement by the County of any obligation on any other occasion.
13 12.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
14 between the Contractor and the County with respect to the subject matter of this Agreement,
15 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
16 publications, and understandings of any nature unless those things are expressly included in
17 this Agreement. If there is any inconsistency between the terms of this Agreement without its
18 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
19 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
20 exhibits.
21 12.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
22 create any rights or obligations for any person or entity except for the parties.
23 12.13 Authorized Signature. The Contractor represents and warrants to the County that:
24 (A) The Contractor is duly authorized and empowered to sign and perform its
25 obligations under this Agreement.
26 (B) The individual signing this Agreement on behalf of the Contractor is duly
27 authorized to do so and his or her signature on this Agreement legally binds the
28 Contractor to the terms of this Agreement.
12
1 12.14 Electronic Signatures. The parties agree that this Agreement may be executed by
2 electronic signature as provided in this section.
3 (A) An "electronic signature" means any symbol or process intended by an individual
4 signing this Agreement to represent their signature, including but not limited to (1) a
5 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
6 electronically scanned and transmitted (for example by PDF document) version of an
7 original handwritten signature.
8 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
9 equivalent to a valid original handwritten signature of the person signing this Agreement
10 for all purposes, including but not limited to evidentiary proof in any administrative or
11 judicial proceeding, and (2) has the same force and effect as the valid original
12 handwritten signature of that person.
13 (C)The provisions of this section satisfy the requirements of Civil Code section
14 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
15 Part 2, Title 2.5, beginning with section 1633.1).
16 (D) Each party using a digital signature represents that it has undertaken and
17 satisfied the requirements of Government Code section 16.5, subdivision (a),
18 paragraphs (1)through (5), and agrees that each other party may rely upon that
19 representation.
20 (E) This Agreement is not conditioned upon the parties conducting the transactions
21 under it by electronic means and either party may sign this Agreement with an original
22 handwritten signature.
23 12.15 Counterparts. This Agreement may be signed in counterparts, each of which is an
24 original, and all of which together constitute this Agreement.
25 [SIGNATURE PAGE FOLLOWS]
26
27
28
13
1 The parties are signing this Agreement on the date stated in the introductory clause.
2
THE LITTLE GROUP COUNTY OF FRESNO
3
4 l./ wes
5 James Mosby, CEO Sal ui o, C airman of the Board of
Sup . or e County of Fresno
6 P.O. Box 8753
Greenville, TX 75404 Attest:
7 Bernice E. Seidel
Clerk of the Board of Supervisors
8 County of Fresno, State of California
9
By: ,
10 Deputy
11 For accounting use only:
12 Org No.: 8905
Account No.: 7295
13 Fund No.: 1020
Subclass No.: 10000
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
14
Exhibit A
1 Scope of Services
2 # IT Professional Services Hourly Rate
3 1. Project Manager $125.00 - $150.00
4 2. Quality Assurance (Q/A)Analyst $65.00 - $85.00
5 3. Business Analyst $65.00 -$95.00
6 Geographic Information Systems (GIS)
4. $55.00 -$75.00
7 Data Technician
8 5. Software Architect $120.00-$160.00
9 6. Software Developer $85.00 - $120.00
10 7. Database Administrator $70.00-$95.00
11 8. Server Storage Administrator $70.00 -$90.00
12 9. Network Administrator $55.00 -$75.00
13 10. Web Developer $65.00 -$85.00
14 11. Web Portal Administrator $55.00 -$70.00
15 12. Web Site Specialist $65.00 -$90.00
16 13. Cloud Services Specialist $80.00-$135.00
17
14. IT Security Specialist $90.00 - $150.00
18
15. Technical Writer $55.00-$75.00
19 16. Service Desk Analyst $45.00 -$60.00
20
Data Warehousing/Business Intelligence
21 17. $95.00 -$135.00
(DW/BI) Architect
22
18. DW/BI Developer $85.00 -$120.00
23
19. Service Desk Application Architect $80.00 -$130.00
24
20. Service Desk Implementation Consultant $75.00 -$125.00
25
Telecommunications Project
26 21. $90.00 -$135.00
Manager
27
22. Telecommunications Business Analyst $75.00 - $90.00
28
A-1
Exhibit A
1 # IT Professional Services Hourly Rate
2 Telecommunications Network
23. $85.00 -$125.00
3 Engineer
4 Business Intelligence Reporting Analyst/
24. $85.00 -$125.00
5 Developer
6 25. Enterprise System Engineer $90.00- $130.00
7 26. Field Network Technician $60.00 -$85.00
8 27. System Architect $90.00 - $140.00
9 28. Application Developer (full stack) $90.00-$135.00
10 Structured Query Language (SQL)
11 29. $85.00 -$105.00
Database Administrator
12 30. IT Project Manager $125.00-$150.00
13 Data Warehouse Developer- Extract,
14 31. $85.00 -$120.00
Transform, & Load (ETL)
15 Enterprise Resource Planning (ERP)
16 32. $65.00 -$85.00
System Operator
17 Application Developer (Microsoft SQL
18 33. $85.00 -$110.00
Server)
19 Web Graphic Designer
34. $65.00 -$85.00
20
21 35. Web Information Architect $75.00-$110.00
22 36. Web Portal Administrator $55.00 -$70.00
23 37. Cybersecurity Specialist 95.00 - $150.00
24 38. Help Desk Support Technician $45.00 -$60.00
25
26
27
28
A-2
Exhibit B
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno ("County"), members of a
contractor's board of directors ("County Contractor"), must disclose any self-dealing transactions
that they are a party to while providing goods, performing services, or both for the County. A
self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in
which one or more of its directors has a material financial interest."
The definition above will be used for purposes of completing this disclosure form.
Instructions
(1) Enter board member's name, job title (if applicable), and date this disclosure is being
made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction;
and
b. The nature of the material financial interest in the Corporation's transaction that
the board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
B-1
Exhibit B
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a
party to)
(4) Explain why this self-dealing transaction is consistent with the requirements of
Corporations Code § 5233 (a)
(5) Authorized Signature
Signature: Date:
B-2
Exhibit C
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from the Contractor or any third
parties, the Contractor, at its sole expense, shall maintain in full force and effect the following
insurance policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The 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 the County
is excess only and not contributing with insurance provided under the Contractor's
policy.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
(C)Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
(E) Technology Professional Liability (Errors and Omissions). Technology professional
liability (errors and omissions) insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence and in the aggregate. Coverage must encompass all of the
Contractor's obligations under this Agreement, including but not limited to claims
involving Cyber Risks.
(F) Cyber Liability. Cyber liability insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence. Coverage must include 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 the Contractor.
Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security
Breach, which may include Disclosure of Personal Information to an Unauthorized Third
Party; (ii) data breach; (iii) breach of any of the Contractor's obligations under Article 1.4
of this Agreement; (iv) system failure; (v) data recovery; (vi)failure to timely disclose
data breach or Security Breach; (vii) failure to comply with privacy policy; (viii) payment
card liabilities and costs; (ix) infringement of intellectual property, including but not
limited to infringement of copyright, trademark, and trade dress; (x) invasion of privacy,
including release of private information; (xi) information theft; (xii) damage to or
destruction or alteration of electronic information; (xiii) cyber extortion; (xiv) extortion
C-1
Exhibit C
related to the Contractor's obligations under this Agreement regarding electronic
information, including Personal Information; (xv) fraudulent instruction; (xvi) funds
transfer fraud; (xvii) telephone fraud; (xviii) network security; (xix) data breach response
costs, including Security Breach response costs; (xx) regulatory fines and penalties
related to the Contractor's obligations under this Agreement regarding electronic
information, including Personal Information; and (xxi) credit monitoring expenses.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement,
and at any time during the term of this Agreement as requested by the County's Risk
Manager or the County Administrative Office, the Contractor shall deliver, or cause its
broker or producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th
Floor, Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by
mail or email to the person identified to receive notices under this Agreement,
certificates of insurance and endorsements for all of the coverages required under this
Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the
Contractor has waived its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(iv) The technology professional liability insurance certificate must also state that
coverage encompasses all of the Contractor's obligations under this Agreement,
including but not limited to claims involving Cyber Risks, as that term is defined in
this Agreement.
(v) The cyber liability insurance certificate must also state that it is endorsed, and
include an endorsement, 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 the Contractor.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
C-2
Exhibit C
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VII.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
the insurer to provide to the County, written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
County not less than 10 days in advance of cancellation. For cancellation of the policy
for any other reason, and for any other change to the policy, the Contractor shall, or shall
cause the insurer to, provide written notice to the County not less than 30 days in
advance of cancellation or change. The County in its sole discretion may determine that
the failure of the Contractor or its insurer to timely provide a written notice required by
this paragraph is a breach of this Agreement.
(D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer
to deliver, to the County's Risk Manager certificates of insurance and endorsements for
all of the coverages that have such broader coverage, higher limits, or both, as required
under this Agreement.
(E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its
officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Contractor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Contractor's waiver of subrogation under this paragraph is effective
whether or not the Contractor obtains such an endorsement.
(F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
in effect at all times any insurance coverage required under this Agreement, the County
may, in addition to any other remedies it may have, suspend or terminate this
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
and charge the cost of that coverage to the Contractor. The County may offset such
charges against any amounts owed by the County to the Contractor under this
Agreement.
(G)Subcontractors. The Contractor shall require and verify that all subcontractors used by
the Contractor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
the Contractor to provide services under this Agreement using subcontractors.
C-3