HomeMy WebLinkAboutAgreement A-23-535 with Granicus LLC.pdf Agreement No. 23-535
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated October 10, 2023 and is between
3 Granicus, LLC, a Minnesota limited liability company ("Contractor"), and the County of Fresno, a
4 political subdivision of the State of California ("County").
5 Recitals
6 A. The County has a need for website maintenance and web hosting services provided by
7 Contractor.
8 B. The County desires to engage Contractor to perform website maintenance and web
9 hosting services pursuant to the terms and conditions of this Agreement.
10 C. The County previously entered into a potential five-year Purchasing Agreement, No. P-
11 22-001, through a Suspension of Competition for the continuation of web hosting and website
12 management services already in use by County, with Contractor, for a total maximum
13 compensation payable of one hundred ninety-five thousand dollars ($195,000), effective
14 February 7, 2022, for a potential five-year term, not to exceed February 6, 2027 ("Original
15 Agreement"). This Original Agreement was for website maintenance and web hosting services.
16 D. The Original Agreement was amended on August 9, 2022, to delete and replace
17 Attachment A of the Original Agreement, which was the Master Subscription Agreement and
18 Contractor's price summary, to include Master Subscription Agreement and Contractor's price
19 summary adding additional software platform SaaS license, configuration set up, and design,
20 and to add the County's electronic signatures standard language.
21 E. The Original Agreement was further amended on February 6, 2023. The parties agreed
22 to extend the Agreement for an additional one (1) year period, to expire on February 6, 2024.
23 F. The County and Contractor now wish to replace the Original Agreement, as amended,
24 with this Agreement, subject to approval by the County's Board of Supervisors, which is
25 necessary to allow not only for additional services to be performed by Contractor, but for the
26 increase in the total maximum compensation payable to one million five-hundred thousand
27 dollars ($1,500,000). The term will remain a potential five-year maximum and this Agreement
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1
1 will be retroactive to the Original Agreement's effective date of February 7, 2022. The parties
2 therefore agree as follows:
3 Article 1
4 Contractor's Services
5 1.1 Scope of Services. The Contractor shall perform all of the services provided in
6 Exhibit A to this Agreement.
7 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
8 able to perform all of the services provided in this Agreement.
9 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
10 applicable federal, state, and local laws and regulations in the performance of its obligations
11 under this Agreement, including but not limited to workers compensation, labor, and
12 confidentiality laws and regulations.
13 1.4 License Term. Contractor hereby grants County a royalty-free, non-transferable
14 license to use the Contractor Products and Services (as defined in Exhibit A) in object code (a)
15 only for County's internal business purposes and not to process the data of any other entity, and
16 (b) to support the number of County databases and the number of named users of the
17 Contractor. The term of the Software License (as defined in Exhibit B) is non-perpetual. The
18 County shall be entitled to Software updates, upgrades, enhancements, new versions, bug
19 fixes, other improvements to the Software and access to the Software, and to technical
20 assistance relating to the Software, for the Term described in this Agreement.
21 1.5 Patent Indemnity. in the event of a claim of alleged infringement of patent rights,
22 copyright, trade secret rights, or intellectual property rights, to the fullest extent permitted by law,
23 the Contractor agrees to and shall indemnify, save, hold harmless, and at County's request,
24 defend County (including its officers, officials, agents, employees and volunteers) from and
25 against any and all demands, costs and expenses, penalties, attorney's fees and court costs,
26 damages of any nature whatsoever (including, without limitation, injury or damage to or loss or
27 destruction of property),judgments (including, without limitation, amounts paid in settlement and
28 amounts paid to discharge judgments), liabilities, claims and losses, suits, actions or
2
1 proceedings of every name, kind and description occurring or resulting to County, out of or in
2 connection with any claim that is based on the infringement (or assertions of infringement) of
3 any of patent rights, copyright, trade secret rights, or intellectual property rights with respect to
4 the Contractor Products and/or Services, including, but not limited to, their materials, designs,
5 techniques, processes and information supplied or used by the Contractor performing or
6 providing any portion of the Contractor Products and/or Services. If, in any suit, action,
7 proceeding or claim relating to the foregoing, a temporary restraining order or preliminary
8 injunction is granted, the Contractor shall make every reasonable effort to secure the
9 suspension of the injunction or restraining order. If, in any such suit, action proceeding or claim,
10 the Contractor Products and/or Services or any part, combination or process thereof, is held to
11 constitute an infringement and its use is enjoined, the Contractor shall immediately (a) pay the
12 reasonable direct out-of-pocket costs and expenses to secure for the County a license, at no
13 cost to the County, to use such infringing work, replace the infringing work or modify the same
14 so that it becomes non-infringing, and (b) make every reasonable effort to secure for the County
15 a license, at no cost to County, authorizing County's continued use of the infringing work. If the
16 Contractor is unable to secure such license within a reasonable time, the Contractor at its own
17 expense and without impairing performance requirements of the Contractor Products and/or
18 Services, shall either replace the affected Contractor Products and/or Services, or part,
19 combination or process thereof, with non-infringing components or parts or modify the same so
20 that they become non-infringing. This section survives the termination of this Agreement.
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1.6 Coordination of Work. Contractor shall coordinate all work with County to minimize any
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interruptions to the normal operation of County operations, through the appointee as identified in
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Section 1 of Article 2 of this Agreement.
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1.7 Infringement. Contractor further represents and warrants that it has the right to
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grant the licenses granted to County hereunder and that the services provided under this
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Agreement do not infringe upon or violate the United States patent of rights of any third party
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3
1 and do not infringe upon or violate the copyright, or trade secret right of any third party. This
2 section survives the termination of this Agreement.
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4 1.8 Viruses & Disabling Mechanisms. Contractor shall use commercially reasonable,
5 diligent measures to screen the licensed programs provided under this Agreement to avoid
6 introducing, or coding of, any virus or other destructive programming designed to permit
7 unauthorized access or use by third parties to the software installed on County's systems, or to
8 disable or damage the County's systems (each, a "Virus"). Without limiting the rights and
9 remedies of the County, in the event any Virus is introduced into the County's systems through
10 any of the licensed programs provided under this Agreement, whether or not such introduction
11 is attributable to the Contractor (including the Contractor's failure to perform its obligations
12 under this Agreement), the Contractor shall, as soon as practicable, use its diligent,
13 commercially reasonable efforts to assist the County in eliminating the effects of the Virus, and if
14 the Virus causes a loss of operational efficiency or loss of data, upon the County's request,
15 diligently work as soon as practicable to contain and remedy the problem and to restore lost
16 data resulting from the introduction of such Virus. Contractor shall not insert into any of the
17 licensed programs provided in this Agreement any code or other device that would have the
18 effect of disabling or otherwise shutting down all or any portion of the licensed programs.
19 Contractor shall not invoke such code or other device at any time, including upon expiration or
20 termination of this Agreement for any reason with the exception of suspension or Termination of
21 Services due to County's failure to pay Contractor as set forth in this Agreement. This section
22 survives the termination of this Agreement.
23 1.9 ADA Compliance. Compliance with the Americans with Disabilities Act of 1990
24 (ADA) shall be the sole responsibility of the Contractor. Contractor shall indemnify, defend, and
25 hold County (including its officers, agents, employees, and volunteers) harmless from liability of
26 any nature or kind, including damages, costs and expenses (including attorney's fees and costs)
27 arising from the Contractor's non-compliance therewith, including compliance with ADA Section
28 508 of the Rehabilitation Act of 1973. This section survives the termination of this Agreement.
4
1 Article 2
2 County's Responsibilities
3 2.1 County Contractor Administrator. The County appoints the Director of Internal
4 Services/Chief Information Officer ("CIO"), or his or her designee, as the County's Contract
5 Administrator with full authority to deal with the Contractor in all matters concerning this
6 Agreement.
7 Article 3
8 Compensation, Invoices, and Payments
9 3.1 Compensation. The County agrees to pay, and the Contractor agrees to receive,
10 compensation for the performance of its services under this Agreement as described in this
11 section. County agrees to pay Contractor, and Contractor agrees to receive compensation per
12 the rates specified in Exhibit B. In no event shall compensation paid for services performed
13 under this Agreement exceed the maximum compensation payable to the Contractor under
14 Section 3.2 during the term of this Agreement. All expenses incidental to Contractor's
15 performance of services under this Agreement shall be borne by Contractor.
16 Maximum Compensation.
17 3.2 The total maximum compensation payable to CONTRACTOR during the initial term
18 of this Agreement is $786,000.00. The Agreement has been extended for the first additional
19 one-year as provided in Article 4, below, and the total maximum compensation payable to
20 CONTRACTOR has been increased to $890,000. If this Agreement is extended for the second
21 additional year as provided in Article 4, below, the total maximum compensation payable to
22 CONTRACTOR will increase to $1,020,000.00. If this Agreement is extended for the third
23 additional year as provided in Article 4, below, the total maximum compensation payable to
24 CONTRACTOR will increase to $1,200,000.00. If this Agreement is extended for the fourth
25 additional year as provided in Article 4, below, the total maximum compensation payable to
26 CONTRACTOR will increase to $1,500,000.00 The Contractor acknowledges that the County
27 has already paid $184,031.75 for licensing, modules, services, and one-time fees to the
28 Contractor.
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1 3.3 The Contractor acknowledges that the County is a local government entity and does
2 so with notice that the County's powers are limited by the California Constitution and by State
3 law, and with notice that the Contractor may receive compensation under this Agreement only
4 for services performed according to the terms of this Agreement and while this Agreement is in
5 effect, and subject to the maximum amount payable under this section. The Contractor further
6 acknowledges that County employees have no authority to pay the Contractor except as
7 expressly provided in this Agreement.
8 3.4 Invoices. The Contractor shall submit monthly invoices to the County of Fresno,
9 Internal Services Department, Attention: Business Office, 333 W. Pontiac Way, Clovis, CA
10 93612, isdbusinessoffice(afresnocountyca.gov. The Contractor shall submit each invoice within
11 60 days after the month in which the Contractor performs services and in any case within 60
12 days after the end of the term or termination of this Agreement.
13 3.5 Payment. The County shall pay each correctly completed and timely submitted
14 invoice within 45 days after receipt. The County shall remit any payment to the Contractor's
15 address specified in the invoice.
16 3.6 Incidental Expenses. The Contractor is solely responsible for all of its costs and
17 expenses that are not specified as payable by the County under this Agreement.
18 Article 4
19 Term of Agreement
20 4.1 Term. This Agreement is retroactive to February 7, 2022 and terminates on February
21 6, 2023, except as provided in section 4.2, "Extension," or Article 6, "Termination and
22 Suspension," below. The Parties agree that the first of the four one-year periods provided in
23 section 4.2 "Extension" has already been executed, and that three one-year extension periods
24 remain.
25 4.2 Extension. The term of this Agreement may be extended for no more than three (4),
26 one-year periods only upon written approval of both parties at least 30 days before the first day
27 of the next one-year extension period. The CIO or his or her designee is authorized to sign the
28 written approval on behalf of the County based on the Contractor's satisfactory performance.
6
1 The extension of this Agreement by the County is not a waiver or compromise of any default or
2 breach of this Agreement by the Contractor existing at the time of the extension whether or not
3 known to the County.
4 Article 5
5 Notices
6 5.1 Contact Information. The persons and their addresses having authority to give and
7 receive notices provided for or permitted under this Agreement include the following:
8
For the County:
9 Director of Internal Services/Chief Information Officer
County of Fresno
10 333 W. Pontiac Way
Clovis, CA 93612
11 1�Uk U1 ILI d...., �snocountyca.gov
12 For the Contractor:
Contracts
13 Granicus, LLC
408 Saint Peter Street, Suite 600
14 Saint Paul, MN 55102
Contracts@Granicus.com
15
5.2 Change of Contact Information. Either party may change the information in section
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5.1 by giving notice as provided in section 5.3.
17
5.3 Method of Delivery. Each notice between the County and the Contractor provided
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for or permitted under this Agreement must be in writing, state that it is a notice provided under
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this Agreement, and be delivered either by personal service, by first-class United States mail, by
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an overnight commercial courier service, by telephonic facsimile transmission, or by Portable
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Document Format (PDF) document attached to an email.
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(A) A notice delivered by personal service is effective upon service to the recipient.
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(B) A notice delivered by first-class United States mail is effective three County
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business days after deposit in the United States mail, postage prepaid, addressed to the
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recipient.
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(C)A notice delivered by an overnight commercial courier service is effective one
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County business day after deposit with the overnight commercial courier service,
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1 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
2 the recipient.
3 (D)A notice delivered by telephonic facsimile transmission or by PDF document
4 attached to an email is effective when transmission to the recipient is completed (but, if
5 such transmission is completed outside of County business hours, then such delivery is
6 deemed to be effective at the next beginning of a County business day), provided that
7 the sender maintains a machine record of the completed transmission.
8 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
9 nothing in this Agreement establishes, waives, or modifies any claims presentation
10 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
11 of Title 1 of the Government Code, beginning with section 810).
12 Article 6
13 Termination and Suspension
14 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
15 contingent on the approval of funds by the appropriating government agency. If sufficient funds
16 are not allocated, then the County, upon at least 30 days' advance written notice to the
17 Contractor, may:
18 (A) Negotiate in good faith with Contractor to modify the services provided by the
19 Contractor under this Agreement; or
20 (B) Terminate this Agreement.
21 6.2 Termination for Breach.
22 (A) Upon determining that a breach (as defined in paragraph (C) below) has
23 occurred, the County may give written notice of the breach to the Contractor. The written
24 notice may suspend performance under this Agreement, and must provide at least 30
25 days for the Contractor to cure the breach.
26 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
27 time stated in the written notice, the County may terminate this Agreement immediately.
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1 (C) For purposes of this section, a breach occurs when, in the determination of the
2 County, the Contractor has:
3 (1) Obtained or used funds illegally or improperly;
4 (2) Failed to comply with any part of this Agreement;
5 (3) Submitted a substantially incorrect or incomplete report to the County; or
6 (4) Improperly performed any of its obligations under this Agreement.
7 (D) If this Agreement is terminated by County as a result of the Contractor's failure to
8 cure a breach, Contractor shall refund the pro-rata portion of any fee(s) that may have
9 been paid by County for the portion of the services not furnished to County.
10 6.3 Termination without Cause. In circumstances other than those set forth above, the
11 County CIO may terminate this Agreement by giving at least 30 days advance written notice to
12 the Contractor.
13 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
14 under this Article 6 is without penalty to or further obligation of the County with exception to
15 payment of fees owed to Contractor.
16 6.5 County's Rights upon Termination. Upon termination for breach under this Article
17 6, the County may demand repayment by the Contractor of any monies disbursed to the
18 Contractor under this Agreement that, in the County's sole judgment, were not expended in
19 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
20 demand. This section survives the termination of this Agreement.
21 Article 7
22 Independent Contractor
23 7.1 Status. In performing under this Agreement, the Contractor, including its officers,
24 agents, employees, and volunteers, is at all times acting and performing as an independent
25 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint
26 venturer, partner, or associate of the County.
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1 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
2 manner or method of the Contractor's performance under this Agreement, but the County may
3 verify that the Contractor is performing according to the terms of this Agreement.
4 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no
5 right to employment rights or benefits available to County employees. The Contractor is solely
6 responsible for providing to its own employees all employee benefits required by law. The
7 Contractor shall save the County harmless from all matters relating to the payment of
8 Contractor's employees, including compliance with Social Security withholding and all related
9 regulations.
10 7.4 Services to Others. The parties acknowledge that, during the term of this
11 Agreement, the Contractor may provide services to others unrelated to the County.
12 Article 8
13 Limitation of Liability
14 8.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
15 County (including its officers, agents, employees, and volunteers) against all claims, demands,
16 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
17 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
18 the performance or failure to perform by the Contractor (or any of its officers, agents,
19 subcontractors, or employees) under this Agreement. The County may conduct or participate in
20 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or
21 defend the County.
22 8.2 Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS
23 AGREEMENT, EXCEPT FOR LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED
24 UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE
25 LIABLE FOR ANY: (1) INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL
26 DAMAGES; OR (II) LOSS OR DAMAGE TO DATA, LOST PROFITS, SALES, BUSINESS,
27 GOODWILL OR ANTICIPATED SAVINGS, WHETHER AN ACTION IS IN CONTRACT OR
28 TORT (INCLUDING NEGLIGENCE) AND REGARDLESS OF THE THEORY OF LIABILITY,
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1 EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. b) IN
2 NO EVENT, EXCEPT FOR COUNTY'S OBLIGATIONS TO PAY AMOUNTS DUE UNDER THE
3 ORDER OR SOW, OR CONTRACTOR'S INDEMNIFICATION OBLIGATIONS SET FORTH IN
4 ARTICLE 1.5 (PATENT INDEMNITY), WILL EITHER PARTY'S MAXIMUM AGGREGATE
5 LIABILITY FOR ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT (IN TORT
6 (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE) EXCEED THE AMOUNT OF
7 FEES PAID BY COUNTY TO CONTRACTOR IN THE TWELVE (12) MONTHS IMMEDIATELY
8 PRECEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN
9 WRITING OF THE CLAIM.
10 Article 9
11 Insurance
12 9.1 The Contractor shall comply with all the insurance requirements in Exhibit D to this
13 Agreement.
14 Article 10
15 Confidentiality and Ownership of Data
16 10.1 Confidentiality. The County and the Contractor may have access to information that
17 the other considers to be a trade secret as defined in California Government Code
18 section6254.7. (Information).
19 10.2 Each party shall use the other's Information only to perform its obligations under, and
20 for the purposes of, the Agreement. Neither party shall use the Information of the other Party for
21 the benefit of a third party. Each Party shall maintain the confidentiality of all Information in the
22 same manner in which it protects its own information of like kind, but in no event shall either
23 Party take less than reasonable precautions to prevent the unauthorized disclosure or use of the
24 Information.
25 10.3 Contractor shall not disclose the County's data except to any third parties as
26 necessary to operate the Contractor Products and Services.
27 10.4 Upon termination of the Agreement, or upon a Party's request, each Party shall
28 return to the other all Information of the other in its possession. All provisions of the Agreement
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1 relating to confidentiality, ownership, and limitations of liability shall survive the termination of
2 the Agreement.
3 10.5 All services performed by Contractor shall be in strict conformance with all applicable
4 Federal, State of California, and/or local laws and regulations relating to confidentiality, including
5 but not limited to, California Civil Code, California Welfare and Institutions Code, California
6 Health and Safety Code, California Code of Regulations, and the Code of Federal Regulations.
7 10.6 Privacy Requirements. Contractor shall be responsible for the following privacy and
8 security safeguards. To the extent required to carry out the assessment and authorization
9 process and continuous monitoring, to safeguard against threats and hazards to the security,
10 integrity, and confidentiality of any County data collected and stored by the Contractor,
11 Contractor shall afford the County access as necessary at Contractor's discretion, to the
12 Contractor's facilities, installations, and technical capabilities. If new or unanticipated threats or
13 hazards are discovered by either the County or the Contractor, or if existing safeguards have
14 ceased to function, the discoverer shall immediately bring the situation to the attention of the
15 other party.
16 10.7 Ownership of Data. The parties acknowledge and agree that all the County's data
17 (Data), is and shall remain the exclusive property of the County. The Contractor acknowledges
18 that in performing its obligations under the Agreement it may have access to the County's
19 networks and Data. The Contractor shall use and access such Data only as necessary for the
20 purpose of providing the services and supporting the Software as agreed.
21 10.8 Ownership of System Software. The parties acknowledge and agree that, as
22 between Contractor and County, title and full ownership of all rights in and to the System
23 Software, System Documentation, and all other materials provided to County by Contractor
24 under the terms of this Agreement shall remain with Contractor. County will take reasonable
25 steps to protect trade secrets (as defined in Government Code section 6254.7) of the System
26 Software and System Documentation. County may not disclose or make available to third
27 parties the System Software or System Documentation or any portion thereof. Contractor shall
28 own all right, title and interest in and to all corrections, modifications, enhancements, programs,
12
1 and work product conceived, created or developed, alone or with County or others, as a result
2 of or related to the performance of this Agreement, including all proprietary rights therein and
3 based thereon. Except and to the extent expressly provided herein, Contractor does not grant to
4 County any right or license, express or implied, in or to the System Software and System
5 Documentation or any of the foregoing. The parties acknowledge and agree that, as between
6 Contractor and County, full ownership of all rights in and to all County data, whether in magnetic
7 or paper form, including without limitation printed output from the System, are the exclusive
8 property of County.
9 10.9 Contractor Intellectual Property Rights. Contractor grants a non-exclusive,
10 non-transferrable, and non-perpetual license to use the Contractor Products and Services to the
11 extent allowed in the relevant Order or SOW (Permitted Use). County can reproduce, modify or
12 create derivative works for its own use, public display, and use any and all of Contractor's
13 copyrights in the homepage layout wireframe, sitemap, draft homepage design concept(s)
14 interior page layouts (collectively, the "Contractor Designs") embodied in County's website and
15 intranet, which are prepared or caused to be prepared by Contractor under this Agreement. All
16 rights not licensed are reserved to the Contractor and no rights may be implied. The Contractor
17 retains all intellectual property rights in the Software, and the County agrees to implement
18 software protection measures designed to prevent unauthorized use and copying of the
19 Software. The Contractor name, logo, and the product names are trademarks of Contractor, and
20 no right or license is granted to use them. The County assigns to Contractor any suggestion,
21 enhancement, request, recommendation, correction or other feedback provided by County
22 relating to the use of the Contractor Products and Services. County shall not: (i) Misuse any
23 Contractor resources or cause any disruption, including but not limited to, the display of adult
24 content, advertisements, solicitations, or mass mailings to individuals who have not agreed to
25 be contacted; (ii) Use any process, program, or tool for gaining unauthorized access to the
26 systems, networks, or accounts of third parties; (iii) Use the Contractor Products and Services in
27 a manner in which system or network resources are unreasonably denied to third parties; (iv)
28 Use the Contractor Products and Services as a door or signpost to another server; (v) Access or
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1 use any portion of Contractor Products and Services except as expressly allowed by this
2 Agreement; (vi) Disassemble, decompile, or otherwise reverse engineer all or any portion of the
3 Contractor Products and Services; (vii) Use the Contractor Products and Services for any
4 unlawful purposes; (viii) Export or allow access to the Contractor Products and Services in
5 violation of U.S. laws or regulations; (ix) subcontract, disclose, rent, or lease the Contractor
6 Products and Services, or any portion thereof, for third party use; or (x) Modify, adapt, or use
7 the Contractor Products and Services to develop any software application intended for resale
8 which uses the Contractor Products and Services in whole or in part.
9
10 10.10 Data Security. Contractor shall employ adequate controls and data security
11 measures, both internally and externally, to ensure and protect the confidential information
12 and/or data provided to Contractor by County, preventing the potential loss, misappropriation, or
13 inadvertent access, viewing, use or disclosure of County data, abuse of County resources,
14 and/or disruption to County operations.
15 Individuals and/or agencies may not connect to or use County networks/systems via
16 personally owned mobile, wireless, or handheld devices unless authorized by County for
17 telecommuting purposes and provide a secure connection; up-to-date virus protection and
18 mobile devices must have the remote wipe feature enabled. Computers or computer peripherals
19 including mobile storage devices may not be used (County or Contractor device) or brought in
20 for use into County's system(s) without prior authorization from the County's Director of Internal
21 Services/Chief Information Officer and/or designee(s) (CIO).
22 No storage of County's private, confidential, or sensitive data on any hard-disk drive,
23 portable storage device or remote storage installation, unless encrypted according to advance
24 encryption standards (AES of 128 bit or higher).
25 Contractor shall immediately notify County of any violations, breaches, or potential
26 breaches of security related to County's confidential information, data, and/or data
27 processing equipment which stores or processes County data, internally or externally.
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1 County shall provide oversight to Contractor's response to all incidents arising from a
2 possible breach of security related to County's confidential Contractor information. Contractor
3 shall issue any notification to affected individuals as required by law, or as deemed necessary
4 by County, in its sole discretion. Contractor will be responsible for all costs incurred as a result
5 of providing the required notification.
6
7 Article 11
8 Inspections, Audits, and Public Records
9 11.1 Inspection of Documents. The Contractor shall make available to the County, and
10 the County may examine at any time during Business Hours and as often as the County deems
11 necessary, all of the Contractor's records and data with respect to the matters covered by this
12 Agreement, excluding attorney-Contractor privileged communications. The Contractor shall,
13 upon request by the County, permit the County to audit and inspect all of such records and data
14 to ensure the Contractor's compliance with the terms of this Agreement.
15 11.2 State Audit Requirements. If the compensation to be paid by the County under this
16 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
17 California State Auditor, as provided in Government Code section 8546.7, for a period of three
18 years after final payment under this Agreement. This section survives the termination of this
19 Agreement.
20 11.3 Public Records. The County is not limited in any manner with respect to its public
21 disclosure of this Agreement or any record or data that the Contractor may provide to the
22 County. The County's public disclosure of this Agreement or any record or data that the
23 Contractor may provide to the County may include but is not limited to the following:
24 (A) The County may voluntarily, or upon request by any member of the public or
25 governmental agency, disclose this Agreement to the public or such governmental
26 agency.
27 (B) The County may voluntarily, or upon request by any member of the public or
28 governmental agency, disclose to the public or such governmental agency any record or
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1 data that the Contractor may provide to the County, unless such disclosure is prohibited
2 by court order.
3 (C)This Agreement, and any record or data that the Contractor may provide to the
4 County, is subject to public disclosure under the Ralph M. Brown Act (California
5 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
6 (D)This Agreement, and any record or data that the Contractor may provide to the
7 County, is subject to public disclosure as a public record under the California Public
8 Records Act (California Government Code, Title 1, Division 10, Chapter 3, beginning
9 with section 7920.200) ("CPRA").
10 (E)
11 This Agreement, and any record or data that the Contractor may provide to the County,
12 is subject to public disclosure as information concerning the conduct of the people's
13 business of the State of California under California Constitution, Article 1, section 3,
14 subdivision (b).
15 (F) Any marking of confidentiality or restricted access upon or otherwise made with
16 respect to any record or data that the Contractor may provide to the County shall be
17 disregarded and have no effect on the County's right or duty to disclose to the public or
18 governmental agency any such record or data.
19 11.4 Public Records Act Requests. If the County receives a written or oral request
20 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
21 and which the County has a right, under any provision of this Agreement or applicable law, to
22 possess or control, then the County may demand, in writing, that the Contractor deliver to the
23 County, for purposes of public disclosure, the requested records that may be in the possession
24 or control of the Contractor. Within five business days after the County's demand, the
25 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
26 possession or control, together with a written statement that the Contractor, after conducting a
27 diligent search, has produced all requested records that are in the Contractor's possession or
28 control, or (b) provide to the County a written statement that the Contractor, after conducting a
16
1 diligent search, does not possess or control any of the requested records. The Contractor shall
2 cooperate with the County with respect to any County demand for such records. If the
3 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
4 CPRA or other applicable law, it must deliver the record or data to the County and assert the
5 exemption by citation to specific legal authority within the written statement that it provides to
6 the County under this section. The Contractor's assertion of any exemption from disclosure is
7 not binding on the County, but the County will give at least 10 days' advance written notice to
8 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
9 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
10 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
11 failure to produce any such records, or failure to cooperate with the County with respect to any
12 County demand for any such records.
13 Article 12
14 Disclosure of Self-Dealing Transactions
15 12.1 Applicability. This Article 12 applies if the Contractor is operating as a corporation,
16 or changes its status to operate as a corporation.
17 12.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
18 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
19 "Self-Dealing Transaction Disclosure Form" (Exhibit C to this Agreement) and submitting it to
20 the County before commencing the transaction or immediately after.
21 12.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
22 a party and in which one or more of its directors, as an individual, has a material financial
23 interest.
24 Article 13
25 General Terms
26 13.1 CIO. Director of Internal Services/Chief Information Officer (CIO).
27 13.2 Modification. Except as provided in Article 6, "Termination and Suspension," this
28 Agreement may not be modified, and no waiver is effective, except by written agreement signed
17
1 by both parties. The Contractor acknowledges that County employees have no authority to
2 modify this Agreement except as expressly provided in this Agreement.
3 13.3 Non-Assignment. Neither party may assign its rights or delegate its obligations
4 under this Agreement without the prior written consent of the other party.
5 13.4 Governing Law. The laws of the State of California govern all matters arising from
6 or related to this Agreement.
7 13.5 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
8 County, California. Contractor consents to California jurisdiction for actions arising from or
9 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
10 brought and maintained in Fresno County.
11 13.6 Severability. If anything in this Agreement is found by a court of competent
12 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
13 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
14 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
15 intent.
16 13.7 Nondiscrimination. During the performance of this Agreement, the Contractor shall
17 not unlawfully discriminate against any employee or applicant for employment, or recipient of
18 services, because of race, religious creed, color, national origin, ancestry, physical disability,
19 mental disability, medical condition, genetic information, marital status, sex, gender, gender
20 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
21 all applicable State of California and federal statutes and regulation.
22 13.8 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
23 of the Contractor under this Agreement on any one or more occasions is not a waiver of
24 performance of any continuing or other obligation of the Contractor and does not prohibit
25 enforcement by the County of any obligation on any other occasion.
26 13.9 Entire Agreement. This Agreement which replaces and supersedes the Original
27 Agreement as amended, including its exhibits, is the entire agreement between the Contractor
28 and the County with respect to the subject matter of this Agreement, and it supersedes all
18
1 previous negotiations, proposals, commitments, writings, advertisements, publications, and
2 understandings of any nature unless those things are expressly included in this Agreement. If
3 there is any inconsistency between the terms of this Agreement without its exhibits and the
4 terms of the exhibits, then the inconsistency will be resolved by giving precedence first to the
5 terms of this Agreement without its exhibits, and then to the terms of the exhibits.
6 13.10 No Third-Party Beneficiaries. This Agreement does not and is not intended to
7 create any rights or obligations for any person or entity except for the parties.
8 13.11 Authorized Signature. The Contractor represents and warrants to the County that:
9 (A) The Contractor is duly authorized and empowered to sign and perform its
10 obligations under this Agreement.
11 (B) The individual signing this Agreement on behalf of the Contractor is duly
12 authorized to do so and his or her signature on this Agreement legally binds the
13 Contractor to the terms of this Agreement.
14 13.12 Electronic Signatures. The parties agree that this Agreement may be executed by
15 electronic signature as provided in this section.
16 (A) An "electronic signature" means any symbol or process intended by an individual
17 signing this Agreement to represent their signature, including but not limited to (1) a
18 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
19 electronically scanned and transmitted (for example by PDF document) version of an
20 original handwritten signature.
21 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
22 equivalent to a valid original handwritten signature of the person signing this Agreement
23 for all purposes, including but not limited to evidentiary proof in any administrative or
24 judicial proceeding, and (2) has the same force and effect as the valid original
25 handwritten signature of that person.
26 (C) The provisions of this section satisfy the requirements of Civil Code section
27 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
28 Part 2, Title 2.5, beginning with section 1633.1).
19
1 (D) Each party using a digital signature represents that it has undertaken and
2 satisfied the requirements of Government Code section 16.5, subdivision (a),
3 paragraphs (1) through (5), and agrees that each other party may rely upon that
4 representation.
5 (E) This Agreement is not conditioned upon the parties conducting the transactions
6 under it by electronic means and either party may sign this Agreement with an original
7 handwritten signature.
8 13.13 Counterparts. This Agreement may be signed in counterparts, each of which is an
9 original, and all of which together constitute this Agreement.
10 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Agreement on the date stated in the introductory clause.
2
CONTRACTOR County OF FRESNO
3
GRANICUS, LLC
4
5 U k Sa(Q n ero, hairman of the Board of
Greg Eck Kug 24,202314:33 CDT) SU is the County of Fresno
6 Greg Eck, Manager, Contracts
Attest:
7 408 Saint Peter Street, Suite 600 Bernice E. Seidel
Saint Paul, MN 55102 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.: 7309
13 Fund No.: 1020
Subclass No.: 10000
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
21
Exhibit A
1
2 A.1. Definitions. In addition to the terms defined elsewhere in this Agreement, the
3 following terms shall have the meanings specified:
4 Change Control Process means the process used by the Information Services Division
5 of COUNTY's Internal Services Department to inform COUNTY staff of new or updated
6 production use systems.
7 Contractor Products and Services — means the products and services made available to
8 the County pursuant to this Agreement, which may include Contractor Products and Services
9 accessible for use by the County on a subscription basis ("Software-as-a-Service" or"SaaS"),
10 Contractor professional services, content from any professional services or other required
11 equipment components or other required hardware, as specified in each Order or SOW.
12
13 License is the license granted under this Agreement, and the rights and obligations that
14 it creates under the laws of the United States of America and the State of California, including
15 without limitation, copyright and intellectual property law.
16 Order means a written order, proposal, or purchase document in which the Contractor
17 agrees to provide and the County agrees to purchase specific Contractor Products and
18 Services.
19 Order Term means the then-current duration of performance identified on each Order or
20 SOW, for which the Contractor has committed to provide, and the County has committed to pay
21 for, Contractor Products and Services.
22 Statement of Work (SOW) means a written order, proposal, or purchase document that
23 is signed by both Parties and describes the Contractor Products and Services to be provided
24 and/or performed by the Contractor. Each Order or SOW shall describe the Parties'
25 performance obligations and any assumptions or contingencies associated with the
26 implementations of the Contractor Products and Services, as specified in each Order or SOW
27 placed hereunder.
28
22
Exhibit A
1 Support means the ongoing support and maintenance services performed by the
2 Contractor related to the Contractor Products and Services as specified in each Order or SOW
3 placed between the Parties.
4 System refers to the System Software and System Documentation, collectively, including
5 all modifications and enhancements.
6 System Documentation means the documentation relating to the System Software,
7 including all manuals, reports, brochures, sample runs, specifications, and other materials
8 provided by CONTRACTOR in connection with the System Software.
9 System Software is Contractors Products and Services provided and hosted by
10 Contractor. System Software does not include operating system software, or any other third-
11 party software.
12 System Software Maintenance and Support and Support means software hosting for
13 System Software, regular software updates to System Software, and support provided for
14 System Software in case of errors, mistakes, or other technical difficulties.
15 A.2. Scope of License. County warrants that it holds all rights and/or licenses
16 necessary to display all of the images, data, information or other items supplied by County and
17 being displayed on the County's web pages during the effective period of this Agreement.
18 County retains ownership of all information and content (including County-provided logos and
19 images) owned exclusively by County and provided by County for use on its website. County
20 shall supply all necessary information concerning content to Contractor in a timely manner in
21 digital format including without limitation copy, text, audio files, video files, pdf files,
22 photographs, artwork and preexisting graphics. Contractor is not responsible for content
23 migrated by County or any third party. Contractor shall display and/or modify any County-
24 supplied images, data, information and other items in connection with the services provided
25 herein with County's prior approval.
26 Technical assistance from County's staff will be provided during the performance of the
27 System Software. County will provide:
28 Network connectivity and troubleshooting assistance.
23
Exhibit A
1 • Ability to monitor network traffic and isolate bottlenecks.
2 • Technical assistance concerning the integration with existing County systems (if
3 applicable).
4 • Expertise to handle issues with PCs, printers, and cabling before, during, and after
5 rollout.
6 A.3. Possession, Use & Update of Software. County agrees that only County will
7 use the System Software for its own internal purposes and shall not further sublicense the
8 System Software. Contractor may create, from time to time, updated versions of the System
9 Software and System Documentation and Contractor shall make such System Updates
10 available to County. System Updates shall be licensed under the terms of this Agreement.
11 County agrees to follow the prescribed instructions for updating System Software and System
12 Documentation provided to County by Contractor. Contractor shall not provide the source code
13 to the System Software.
14 A.4. Transfer of Software. County shall not rent, lease, license, distribute, sell,
15 transfer, or assign this license, the System Software, or the System Documentation, or any of
16 the information contained therein other than County data, to any other person or entity, whether
17 on a permanent or temporary basis, and any attempt to do so will constitute a breach of this
18 Agreement. No right or license is granted under this Agreement for the use or other utilization of
19 the licensed programs, directly or indirectly, for the benefit of any other person or entity, except
20 as provided in this Agreement.
21 A.5. Warranties & Disclaimers. Contractor warrants that all services performed
22 under this Agreement will conform in all aspects with the requirements of this Agreement and
23 their specifications. Contractor warrants that it takes all precautions that are standard in the
24 industry, in California, to increase the likelihood of a successful performance for the Contractor
25 Products and Services.
26 Except as provided in herein provided, each Party hereby disclaims any and all other
27 warranties of any nature whatsoever whether oral and written, express or implied, including,
28 without limitation, the implied warranties of merchantability, title, non-infringement, and fitness
24
Exhibit A
1 for a particular purpose. Contractor does not warrant that Contractor Products and Services will
2 meet County's requirements.
3 A.6. Notice to Proceed. County shall issue a Notice to Proceed for each Order or
4 SOW, for which County may desire additional licensing, modules, features, and services, and
5 shall issue any subsequent Change Requests, which County may desire, for each Order or
6 SOW, as applicable.
7 A.7. Written Acceptance. County shall provide a Written Acceptance of all Orders or
8 SOW's, upon the County's determination that the Contractor has fully performed under the
9 Order or SOW, at the end of an Order or SOW, as applicable.
10 A.B. Contractor Access. The County will ensure that Contractor's consultants have
11 access to County's network and systems as required during County's normal business hours,
12 which is Monday through Friday 8AM to 5PM.
13 A.9. Project Deadlines. It is understood and agreed by both parties to this
14 Agreement that if all the work specified or indicated in the Order or SOW is not completed within
15 the specified time frames set forth in the Order or SOW, or within such time limits as extended,
16 County may elect to terminate without cause as discussed in section 6.3, provided however,
17 nothing in this Section A.9 limits any of County's remedies under this Agreement for
18 Contractor's breach of this Agreement.
19 A.10. Ordering Products and Services. The Parties may execute one or more Order
20 or SOW related to the sale and purchase of Contractor's Products and Services. Each Order or
21 SOW will include an itemized list of the Contractor Products and Services as well as the Order
22 Term for such Contractor Products and Services. Each Order or SOW must, be signed by the
23 Parties. Each Order or SOW shall be governed by this Agreement regardless of any pre-printed
24 legal terms on each Order or SOW, and by this reference is incorporated herein.
25 A.11. The Contractor Product and Services are purchased by County as subscriptions
26 during an Order Term specified in each Order or SOW. Additional Contractor Products and
27 Services may be added during an Order Term as described in section A.10 above.
28
25
Exhibit A
1 A.12. Contractor's Project Coordinator. Upon execution of this Agreement,
2 Contractor shall appoint a Project Coordinator who will act as the primary contact person to
3 interface with County for the services discussed in this Agreement.
4 A.13. Documentation. Contractor shall provide to County System Documentation,
5 which shall consist of electronic media files. The electronic media files must be printable using
6 PC software normally available at County. Contractor shall provide new System Documentation
7 corresponding to all new Software Upgrades. County may print additional copies of all
8 documentation. All System Documentation is to be used by County only for the purposes
9 identified within this Agreement.
10 A.14. Technical Information. Contractor will provide technical information to County.
11 Such information may cover areas regarding the software discussed in this Agreement, third
12 party software, and other matters considered relevant to County by Contractor. Technical
13 information will be provided at the discretion of Contractor but will not be unreasonably withheld.
14 A.15. Operating System Updates. The application must run on a County operating
15 system that is consistently and currently supported by the operating system vendor.
16 Applications under maintenance are expected to always be current in regards to the required
17 Contractor Operating System ("OS"). No outdated or unsupported County OS will be
18 implemented on the production network. Contractor shall keep their software current in order to
19 operate in this environment. Patches may include critical OS updates and security patches.
20 A.16. Adhere to Change Control Process. Contractor employs a procedure to
21 implement updates, upgrades, and version releases to a system that is in production use. This
22 forum allows Contractor to inform County of upcoming changes to a production system.
23 Contractor must inform County a minimum of one (1) week prior to any planned, non-
24 emergency changes so that the Change Control Process may be followed.
25 A.17. Storage and Sending. In the event that any services specified in this Agreement
26 are used to store and/or send Confidential Information, Contractor must be notified in writing, in
27 advance of the storage or sending. Should County provide such notice, County must ensure
28 that Confidential Information-is stored behind a secure interface and that Contractor Products
26
Exhibit A
1 and Services be used only to notify people of updates to the information that can be accessed
2 after authentication against a secure interface managed by County.
3 A.20. Additional Training. Additional training at a County facility is available upon
4 request by County at an additional charge under the terms of this Agreement and the rates
5 specified in Exhibit B. Requests for additional training will be reviewed by Contractor and must
6 be requested in writing in advance by County's CIO.
7 A.21. County may request Additional Services in this Agreement. Pricing is in Exhibit B.
8 County may also terminate service modules from those listed in Exhibit B.
9 A.22. Customer Site Visits. Site visits to County sites, as may be requested in writing
10 by County, are available for reasons such as additional system training on hardware or software
11 usage and additional consultation on website services. Charges will be at the rates specified in
12 Exhibit B.
13 A.23. Custom Programming. Requests for supplemental programming or
14 customization of System features not covered under this Agreement are available to County.
15 Such requests will be reviewed by Contractor and must be requested in writing in advance by
16 the County's CIO. Charges will be at rates specified in Exhibit B. County acknowledges that the
17 Subscription Services may be modified or improved because of the dynamic nature of
18 technology. Contractor may, from time to time, make minor modifications to the Subscription
19 Services, as a whole or any part thereof. Such minor modifications may be implemented at any
20 time and without notice to County. Continued use of the Subscription Services following any
21 modification shall constitute binding acceptance of the modification.
22 A.24. Integration of Third-Party Components and Databases. The Contractor will
23 provide County an HTML template that vendors of third-party components can use. Contractor
24 will also integrate links to these third-party components into the overall website navigation.
25 Additional web-interfaces with third-party databases and systems are outside the scope of work
26 of this Agreement.
27 . Active Directory;
28 • Google Translate Integration; and
27
Exhibit A
1 SMS Component
2 A.25. Support Services. Support Services is defined as technical support, account
3 management, and education and training. Contractor will support day-to-day operation of the
4 System as follows. Basic support related to standard Contractor Products and Services is
5 included within the fees paid during the Order Term. Contractor may update its Support
6 obligations under this Agreement, so long as the functionality purchased by County is not
7 materially diminished. An emergency is defined as County's website being down for more than
8 ten (10) minutes. If more than 3 instances occur a ten (10) percent credit memo for the effected
9 services shall be issued to the County for use on future payments due to Contractorlf more than
10 six (6) instances occur a twenty (20) percent credit memo will be issued, If more than nine (9)
11 instances occur a thirty (30) percent credit memo will be issued.
12 A.26. Product Descriptions.
13 govAccess for Intranet (Self-hosted) govAccess Maintenance and Licensing includes the
14 following for Intranet website(s) covered by the
15 subscription:
16 • Monthly software updates
17 • Unlimited technical support (6:OOAM-6:OPM
PT, Monday-Friday)
18 • Access to training webinars and on-demand
video library
19 • Access to the best practice webinars and
resources
20 • Annual health check with research-based
21 recommendations for website optimization
• The Intranet must be hosted on the County
22 server according to Contractor's specification.
OpenCities SaaS License The OpenCities platform allows County to launch
23
modern, easy to use websites that evolve to put the
24
needs of County community at the center. The SasS
25
License Includes:
26 . All OpenCities out of the box functionality
27 (excluding optional/premium modules priced
separately)
28 . Platform setup and full project management
28
Exhibit A
1 • Managed cloud hosting via Microsoft AzureGov
2 • Ongoing security updates
• Ongoing product updates and enhancements
3 • WCAG AA Accessibility maintained perpetually
• 99.9% up-time guarantee and 24/7 support for
4 priority 1 issues (per SLA)
• Comprehensive SLA and Support Ticketing
5 system
6
7 OpenCities SaaS License-Setup Installation and Setup of OpenCities SaaS, including
8 and Configuration package an assigned Project Manager during the
9 implementation phase.
10 OpenCities CMS Design This is a design Package tailored for unique city
11 requirements. Requires scoping by implementation.
12 Training-Open Cities OpenCities training session for up to 20 people,
13 covering one of these topics
14 1. Site Admin training
2. Content Publisher Training
15 3. Power Publisher training
16
17
18
19
20
21
22
23
24
25
26
27
28
29
Exhibit A
1 Solution Description
2 OpenCities Content Migration Content Migration Delivery: Once we have agreed
3 upon a strategy and a timeline, our team of migrators
4 will work to deliver County project by the designated
5 deadline. At the end, County will receive:
6 • Access to the system will all agreed pages
moved over
7 • A recap document that details anything
8 County team should know about what we
migrated as well as recommendations
9 County Responsibilities:
10 Completion of an AIM Spreadsheet (provided
by OpenCities) listing all pages in hierarchical
11 order classifies as either Archive, Improve, or
Migrate (or purchase the Content
12 Rationalization package add on)
13 Identify individual or team with the ability to
clarify questions and promptly make decisions
14 about migration questions
• Provide a desired folder structure for files.
15 What's NOT in scope:
16 . Anything within an Frame of embedded HTML
content
17 • Dynamic content pulled from other systems
18 Content not managed with CMS
• JavaScript, CSS, or other custom code
19 Interactive web forms and/or single page
applications
20 • Written content within image/diagram
21 Written content within image/diagram
• Content contained inside a PDF file
22 • Documents and images on pages marked
"Archive"
23 Open Cities Content Rationalization In every engagement, out team walks County through
24 (Optional Solution) an established process for reviewing County existing
25 web content and applying out AIM framework for
26 evaluating what content to Archive, improve or Move
27 (as is). This work is government and process best.
28
30
Exhibit A
1 Incases where the County does not have the support
2 internally, the Contractor Web Team can provide the
3 AIM process. This included meeting with the County at
4 the outset to determine key information and current
5 analytics, and then reviewing each page in the main
6 website to determine what action to take. In the cases
7 where a page will be moved or improved, we assign
8 the appropriate OpenCites page type to be used. This
9 work must be done before any contend migration work,
10 and in conjunction with or after the IA process (if
11 purchased).
12
13 Solution Description
14 OpenForms Enterprise License (30 OpenForms is a digital forms builder specifically
15 users,1 00forms) designed for Government. Government services can
16 be complicated, but the experience for the residents
17 accessing them shouldn't have to be. OpenForms is
18 perfect for the business of government, with
19 capabilities that will help County convert complex,
20 multi-page forms and processes into simple, step-by-
21 step online forms that adjust based on customers
22 responses. The Enterprise plan to accelerate digital
23 transformation for up to: 30users, 100 published forms.
24
25 Key features include:
26 • Workspaces
27 Response workflows
• Custom documents (certificates, permits,
28 formal letters & more
31
Exhibit A
1 • Foam versioning & scheduling
• Drag and drop from builder
2 Display logic and calculations
3 Payments
• Insights dashboard
4 Form analytics
• Support team access
5 Save responses
6 Unlimited responses
• Data connections and API access
7 Up to: 50GB file uploads, 2,000 web API calls
per hour, 20 custom documents per form.
8 Solution Description
9 OpenForms License-setup and Setup and configuration of OpenForms Team License
10 Configuration Package (5users, 50 forms)
11 Training OpenForms OpenForms training session for up to 20 people.
12 OpenCities Cloud Security License Development of Imperva Security and Content
13 Delivery Network (CDN). Providing leading caching
14 and security resulting in enhanced protection from
15 malicious attacks.
16
17 Once Configured, it continuously monitors and blocks
18 attacks. With a global 24/7/365 security operations
19 center, it provided and expertly manages web
20 application firewall, distributed denial of service attack
21 protection and advanced bot detection.
22 Open Cities Imperva Security Setup and configuration of OpenCities Imperva
23 License-Services Setup and Security License.
24 Configuration Package
25 Granicus Web - Intranet- Specialty Subsite package is intended to serve the
26 Specialty services pack - needs of larger and
27 Specialty Subsite
28
32
Exhibit A
1 often revenue-generating departments that have either
2 maintained their
3 own separate website in the past or would like to
4 develop one as part of
5 this project.
6 This package includes:
7 • Professional Project Management
8 o Weekly/ bi-weekly communication
9 . Basic UX Consultation, which may include one (1) or
10 more of the
11 following:
12 o One (1) site analytics report based on Google
13 Analytics
14 o One (1) homepage heatmap analytics visualization
15 o One (1) internal stakeholder survey
16 o Two (2) modular homepage wireframes
17 . One (1) Information Architecture (IA) Package (Full
18 IA)
19 o Goals alignment kick-off, data audit, user
20 engagement
21 (tree testing or card sorting)
22 o Recommendations & Implementation Report -
23 including
24 new information architecture map
25 • One (1) Content Rationalization Package (basic)
26 o Best practices review, one (1) hour session
27 o Site scrape loaded into AIM framework document
28
33
Exhibit A
1 One (1) Visual Design Package
2 o One (1) homepage design concept
3 o Interior page sample
4 o Mobile version sample
5 o Up to three (3) rounds of design revisions
6 One (1) Digital Services Academy (DSA) workshop
7 Development/CMS Implementation
8 QA &Accessibility Report
9 OpenCities Subsite License This License is for a single subsite to be installed with
10 an instance of
11 OpenCities. Examples of subsites include: Libraries,
12 leisure centers, festivals,
13 tourism and more.
14 Using our Subsite functionality, County can create and
15 manage subsites
16 without the need to engage in custom web
17 development. Using the site
18 wizard, you can select what functions and layout
19 needs you have for the
20 site, set up publishers and permissions, and start
21 entering content within a
22 matter of days. Create and implement a visual theme
23 in-house or partner
24 with Contractor to deliver one for you.
25 • Use the full power of OpenCities modules to create
26 functionally rich
27 subsites
28
34
Exhibit A
1 Reduce maintenance costs
2 All sites benefit from ongoing Accessibility, Browser,
3 Device and UI
4 updates
5 • Easily share content such as events in between sites,
6 even if each
7 site looks different
8 • Setup password protected sites to deliver secure
9 information to
10 authenticated users.
11 . Subsites are supported under the same terms as the
12 main site, with
13 the same SLA and support and maintenance
14 agreements.
15 • Does not include implementation services
16 OpenCities Subsite License - Set up and configuration of one OC Subsite. Includes
17 Services Setup and Project
18 Configuration Package Management, basic grey scale template, and
19 developer configuration.
20
21
22
23
24
25
26
27
28
35
Exhibit B
1 Billing Frequency Notes (Milestones -40/20/20/20): An initial payment equal to 40% of the total;
2 A payment equal to 20% of the total upon Contractor's delivery of the draft homepage design
3 concepts to the County; A payment equal to 20% of the total upon implementation of the main
4 website into the VCMS on a Granicus-hosted development server; and A payment equal to 20%
5 of the total upon completion; provided, however that the County has completed training. If the
6 County has not completed training, then Contractor shall invoice the County at the earlier of:
7 completion of training or 21 days after completion.
8
9 A.27. Downtime. Downtime shall be defined as System non-availability due to System
10 Software error, malfunction, or due to System Software Maintenance and Support-activity other
11 than in accordance with the scheduling parameters set forth in this Agreement. Examples of
12 Downtime include, without limitation, one (1) or more County facilities cannot access the System
13 for reasons within Contractor's Control or any functional Component of the System or
14 Interference is not available and is within Contractor's Control. County requires that there be no
15 unscheduled Downtime for routine System Software Maintenance and Support of the
16 Application Software. County will accept occasional scheduled Downtime, not to exceed 4
17 hours, for significant non-routine Updates and maintenance to be scheduled by Contractor.
18 Non-routine System Software Maintenance and Support includes such tasks as major System
19 Software version Updates. Contractor shall use its best efforts to keep scheduled Downtime for
20 non-routine maintenance to a minimum (99.9% up time guarantee).
21 A.28. Data Sources. Data uploaded into Contractor Products and Services must be
22 brought in from County sources (interactions with end users and opt-in contact lists). County
23 cannot upload purchased contact information into Contractor Products and Services without
24 Contractor' written permission and professional services support for list cleansing. Contractor
25 certifies that it will not sell, retain, use, or disclose any personal information provided by County
26 for any purpose other than retaining, using, or disclosing such personal information for the
27 specific purpose of performing the services outlined within this Agreement.
28
B-1
Exhibit B
1 A.29. Passwords. Passwords are not transferable to any third party. County is
2 responsible for keeping all passwords secure and all use of the Contractor products and
3 services accessed through County's passwords.
4 A.30. Contractor Subscriber Information for Communications Cloud Suite only.
5 A.30.1. Data Obtained through the Contractor Advanced Network. Contractor
6 offers a SaaS product, known as the Communications Cloud, that offers Direct Subscribers
7 recommendations to subscribe to other Contractor County's digital communication (Advanced
8 Network). When a Direct Subscriber signs up through one of the recommendations of the
9 Advanced Network, that subscriber is a "Network Subscriber" to the agency it subscribed to
10 through the Advanced Network.
11 A.30.2. Access to the Advanced Network is a benefit of the GovDelivery
12 Communications Cloud subscription with Contractor. Network Subscribers are available for use
13 only on the GovDelivery Communications Cloud while County is under an active GovDelivery
14 Communications Cloud subscription. Network Subscribers will not transfer to County upon
15 termination of any Contractor Order or SOW. County shall not use or transfer any of the
16 Network Subscribers after termination of its Order or SOW placed under this Agreement. All
17 information related to Network Subscribers must be destroyed by County within 15 calendar
18 days of the Order or SOW placed under this Agreement terminating.
19 A.30.3. Opt-in. During the last 10 calendar days of County's Order Term for the
20 terminating Order or SOW placed under this Agreement, County may send an opt-in email to
21 Network Subscribers that shall include an explanation of County's relationship with Contractor
22 terminating and that the Network Subscribers may visit County's website to subscribe to further
23 updates from County in the future. Any Network Subscriber that does not opt-in will not be
24 transferred with the subscriber list provided to County upon termination.
25 A.30.4. Restrictions. County shall not:
26 • Misuses of any Contractor resources or cause any disruption, including but not
27 limited to, the display or pornography or linking to pornographic material,
28
B-2
Exhibit B
1 advertisements, solicitations, or mass mailings to individuals who have not
2 agreed to be contracted;
3 • Use any process, program, or tool for gaining unauthorized access to the
4 systems, networks, or accounts of other parties, including but not limited to, other
5 contractors;
6 • County must not use the Contractor Products and Services in a manner in which
7 system or network resources are unreasonably denied to other contractors;
8 • County must not use the services as a door or signpost to another server.
9 • Access or use any portion of Contractor Products and Services, except as
10 expressly allowed by this Agreement or each Order or SOW placed hereunder;
11 A.31. County Feedback. County will provide feedback to Contractor with any
12 suggestion, enhancement, request, recommendation, correction or other feedback provided by
13 County relating to the use of the Contractor Products and Services. Contractor may use such
14 submissions as it deems appropriate in its sole discretion.
15
16 A.32. Service Levels. A compilation of the deadlines stated herein is included below
17 for convenience or reference by Contractor and the County.
18 Service Level Level 1 Error Level 2 Error Service Level 3
19 Required Request
20 Time measured from initial report of Error or Additional Work
21 request to Contractor.
22 Initial Response 30 minutes 2 hours 3 business days
23 Due
24 Correction 2 hours 4hours 5 business days
25 Required
26 Escalation 1 hours 4 hours 5 business days
27
28
B-3
Exhibit B
1 A.32.1. Service Level 1 Error. An error, which there is no means of circumvention,
2 causing (a) the Contractor-hosted website to be unreachable by public users, or (b) non-
3 authorized content to be displayed on the Contractor-hosted website (i.e. hacking). Contractor is
4 not responsible for downtime or errors associated with denial of service attacks, distributed
5 denial of service attacks, or County's DNS server unless the DNS server is hosted by the
6 Contractor. County will check uptime of website via IP address prior to reporting an Error to
7 Contractor. A Level 1 Error is sometimes referred to as "Critical" and may be attributed to the
8 content management tool or third-party software "crashing" Contractor's server, Contractor's
9 hardware failure, or an attack, hack, or virus on Contractor's server, hardware, or system(s). If
10 more than 3 instances occur a ten (10) percent credit memo will be issued will go into effect. If
11 more than six (6) instances occur a twenty (20) percent credit memo will be issued, If more than
12 nine (9) instances occur a thirty (30) percent credit memo will be issued. A.32.2. Service Level
13 2 Error. An error, which there is no means of circumvention, renders an essential component of
14 the content management tool non-functioning, or the County has encountered while performing
15 regular updates to the website, and did not occur at the time of the website launch. A Level 2
16 Error is sometimes referred to as "Urgent", and usually requires debugging of programming
17 code. If more than 3 instances occur a ten (10) percent credit memo will be issued. If more than
18 six (6) instances occur a twenty (20) percent credit memo will be issued, If more than nine (9)
19 instances occur a thirty (30) percent credit memo will be issued..
20 A.32.3. Service Level 3 Request. A request for programming code and/or graphic
21 changes that the County would like Contractor to perform. These changes may include
22 changing programming logic, adding functionality or features, creating new templates, adding
23 new graphics, or modifying existing graphics. A Service Level 3 Request is sometimes referred
24 to as "Additional Work" and will be billed at prevailing hourly rates in Exhibit B. If more than 3
25 instances of escalation occur a ten (10) percent credit memo will be issued will go into effect. If
26 more than six (6) instances of escalation occur a twenty (20) percent credit memo will be
27 issued, If more than nine (9) instances of escalation occur a thirty (30) percent credit memo will
28 be issued.
B-4
Exhibit B
1 A.32.4. Service Level Correction. For Level 1 and Level 2 Errors, County may call 888-
2 263-8847 at any time (seven (7) days a week, twenty-four (24) hours a day) to report an Error.
3 For Service Level 3 Requests, County may call 888-263-8847 during normal Business Hours or
4 email accountmanager@visioninternet.com, or submit the request via Contractor's support
5 services tool. Contractor shall respond to and resolve reported Service Level Errors in
6 accordance with the table above.
7 Contractor shall use commercially reasonable efforts to resolve a Level 2 Error as
8 mutually agreed by the County and Contractor but in any event not later than next updated cycle
9 following the County's request to the Contractor. All other errors affecting non-essential
10 components of the content management tool, or errors that can be reasonably circumvented,
11 but requires debugging of programming code, will be corrected during the next regular update
12 cycle.
13 A. 32.5. Escalation Procedure. In the event Contractor has been unable to provide
14 either a permanent or a mutually acceptable temporary resolution within the applicable
15 timeframes set forth above, Contractor shall initiate the following escalation procedures. If a
16 Level 1 Error is not corrected within two (2) hours following the report of Error, Contractor
17 technicians attempting to correct the situation shall notify Contractor's Director of Network
18 Operations, who will immediately become personally involved in resolving the problem.
19 Contractor shall keep County apprised of the status of its efforts to correct the Error at no less
20 than eight (8) hour intervals. If a Service Level 2 Error is not corrected within two (2) business
21 days following the report of Error, Contractor technicians attempting to correct the situation shall
22 notify Contractor's Director of Software Development, who will immediately become personally
23 involved in resolving the problem. Contractor shall keep County apprised of the status of its
24 efforts to correct the Error at no less than weekly intervals.
25 Compensation
26 The Contractor will be compensated for performance of its services under this
27 Agreement as provided in this Exhibit B. The Contractor is not entitled to any compensation
28 except as expressly provided in this Exhibit B.
B-5
Exhibit B
1 B.1. Fees. The County agrees to pay all fees, costs, and other amounts as specified in
2 each Order or SOW approved by County.
3 B.2. Pricing Summary. The pricing and terms within this Proposal are specific to the
4 products and volumes contained within this Proposal.
5 Terminating Subscriptions
6 Solutions Quantity/Unit Prior Annual Fee
7 GovAccess Pluss Edition 0 Each $19,496.73
8 $19.496.73
9 Upon the signing of this Agreement, annual fees for the terminating subscription(s) shall cease.
10 Any pre-paid fees for the terminating subscription(s) after the signing of this Agreement will be
11 prorated from the signing of this Agreement to the end of the County's then-current billing term,
12 credited, and such credit applied to the annual fees for new subscriptions.
13 County will continue to have access to and use the terminating solution until the new
14 subscription(s) is/are deployed.
15 Upon the deployment of County 's new solution as determined at Contractor' sole discretion,
16 Contractor shall remove access to the County 's terminating subscription(s).
17 Existing Subscriptions
18 Solutions Billing Quantity/Unit Prior Annual Fee
19 Frequency
20 GovAccess for Intranet(self-hosted) Annual 1 Each $9,967.17
21 Open Cities SaaS License Annual 1 Each $75,000.01
22
23 One Time Fees
24 Solutions Billing Quantity/Unit One Time Fee
25 Frequency
26 OpenCities SaaS Licnese-Setup Milestones
27 and configuration package 40/20/20/20 1 Each $15,000.00
28
B-6
Exhibit B
1 Milestones
2 OpenCities CMS Design 40/20/20/21 1 Each $90,000.00
3 Training- OpenCities Upon Delivery 1 Each $5,000.00
4 Milestones
5 Open Cities Content Migration 40/20/20/21 1 Each $0.00
6 OpenForms License - Setup and
7 Configuration Package 1 Each $0.00
8 Training - OpenForms Upon Delivery $1,200.00
9 OpenCities Imperva Security
10 License -Services Setup and
11 Configuration Package $0.00
12 Granicus Web - Intranet-Specialty Milestones
13 services pack - Specialty Subsite 40/30/30 $25,000.00
14 OpenCities Subsite License -
15 Design Package Upon Delivery $1,000.00
16 OpenCities Subsite License -
17 Services Setup and Configuration Milestones
18 Package 40/20/20/20 1 Each $1,000.00
19
20 New Subscription Fees
21 Solutions Billing Quantity/Unit Annual Fee
22 Frequency
23 Open Forms Annual 1 Each $7,500.00
24 Enterprise License (30
25 users, 100forms)
26 OpenCities Cloud Annual 1 Each $3,000.00
27 Security License
28
B-7
Exhibit B
1 OpenCities Subsite Annual 1 Each $3,500.00
2 License
3
4 Please note, annual fees for new subscriptions will be prorated to align to County 's then-current
5 billing term. Exceptions include Recurring Captioning Services, SMS, and Targeted Messages.
6 Additional volume purchased will cover the period of 07/29/2022 - 02/06/2023 The additional
7 volume and annual fees will be added to Fresno County CA's standard subscription and will be
8 included in the next renewal period.
9 Optional Solutions
10 Solutions Billing Quantity/Unit Associated Fee
11 Frequency
12 OpenCities Content Milestones 1 Each $3,500.00
13 Rationalization 40/20/20/20
14
15 B.3. Hourly Rates
16 Description Year 1 Year 2 Year 3 Year 4 Year 5
17 Hourly Rate Hourly Hourly Rate Hourly Rate Hourly Rate
Rate
18 Service Level 3 $200.00 $200.00 $200.00 $200.00 $200.00
Additional Work
19
20 B.4. Future Pricing.
21 Future Years Pricing
22 Solutions Year 2 Year 3 Year 4 Year 5
23 govAccess for
$10,988.79 $11,538.23 $12,115.15
24 Intranet (self-hosted) $10,465.52
25 Open Cities Saas
26 License $78,750.01 $82,687.51 $86,821.89 $91,162.98
27
28
B-8
Exhibit B
1 Open Forms
2 Enterprise License
3 (30 users, 100forms) $7,875.00 $8,268.75 $8,682.18 $9,116.29
4 Open Cities Cloud
5 Security License $3,149.99 $3,307.49 $3,472.87 $3,646.51
6 Open Cities Subsite
7 License $3,675.00 $3,858.75 $4,051.69 $4,254.27
8
9 The subsequent annual increases to any current or additional licensing can increase up to but
10 not exceeding 5%, per year, for the life of the agreement.
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
B-9
Exhibit C
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).
C-1
Exhibit C
(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:
C-2
Exhibit D
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from the Contractor or any third
parties, 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 ($1,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($2,000,000). 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 must include hired and non-owned 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) Professional Liability. Professional liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million
Dollars ($3,000,000). If this is a claims-made policy, then (1)the retroactive date must
be prior to the date on which services began under this Agreement; (2)the Contractor
shall maintain the policy and provide to the County annual evidence of insurance for not
less than five years after completion of services under this Agreement; and (3) if the
policy is canceled or not renewed, and not replaced with another claims-made policy
with a retroactive date prior to the date on which services begin under this Agreement,
then the Contractor shall purchase extended reporting coverage on its claims-made
policy for a minimum of five years after completion of services under this Agreement.
(F) 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.
(G)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,
D-1
Exhibit D
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 10
and Exhibit E 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
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
hired and non-owned auto used in connection with this Agreement.
D-2
Exhibit D
(iv) The professional liability insurance certificate, if it is a claims-made policy, must
also state the retroactive date of the policy, which must be prior to the date on
which services began under this Agreement.
(v) 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.
(vi) 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
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VI I.
(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,
D-3
Exhibit D
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.
D-4
Exhibit E
Data Security
A. Definitions.
Capitalized terms used in this Exhibit E have the meanings set forth in this section A.
"Authorized Employees" means the Contractor's employees who have access to
Personal Information.
"Authorized Persons" means: (i) any and all Authorized Employees; and (ii)any and all of
the Contractor's subcontractors, representatives, agents, outsourcers, and consultants, and
providers of professional services to the Contractor, who have access to Personal Information and
are bound by law or in writing by confidentiality obligations sufficient to protect Personal Information
in accordance with the terms of this Exhibit E.
"Director" means the County's Director of Internal Services-Chief Information Officer or his
or her designee.
"Disclose" or any derivative of that word means to disclose, release, transfer, disseminate,
or otherwise provide access to or communicate all or any part of any Personal Information orally, in
writing, or by electronic or any other means to any person.
"Person" means any natural person, corporation, partnership, limited liability company,
firm, or association.
"Personal Information" shall have the same meaning defined in California Civil Code
section 1798.3, subdivision (a), or 1798.80, subdivision (3), which states, "personal information"
means any information that identifies, relates to, describes, or is capable of being associated
with, a particular individual, including, but not limited to, his or her name, signature, social
security number, physical characteristics or description, address, telephone number, passport
number, driver's license or state identification card number, insurance policy number, education,
employment, employment history, bank account number, credit card number, debit card
number, or any other financial information, medical information, or health insurance information.
Personal Information does not include publicly available information that is lawfully made available
to the general public from federal, state, or local government records.
"Privacy Practices Complaint" means a complaint received by the County relating to the
E-1
Exhibit E
Contractor's (or any Authorized Person's) privacy practices, or alleging a Security Breach. Such
complaint shall have sufficient detail to enable the Contractor to promptly investigate and take
remedial action under this Exhibit E.
"Security Safeguards" means physical, technical, administrative or organizational security
procedures and practices put in place by the Contractor(or any Authorized Persons)that relate to
the protection of the security, confidentiality, value, or integrity of Personal Information. Security
Safeguards shall satisfy the minimal requirements set forth in subsection C.(5) of this Exhibit E.
"Security Breach" means (i)any act or omission that compromises either the security,
confidentiality, value, or integrity of any Personal Information or the Security Safeguards, or(ii) any
unauthorized Use, Disclosure, or modification of, or any loss or destruction of, or any corruption of
or damage to, any Personal Information.
"Use" or any derivative thereof means to receive, acquire, collect, apply, manipulate,
employ, process, transmit, disseminate, access, store, disclose, or dispose of Personal
Information.
B. Standard of Care.
(1)The Contractor acknowledges that, in the course of its engagement by the County
under this Agreement, the Contractor, or any Authorized Persons, may Use Personal Information
only as permitted in this Agreement.
(2)The Contractor acknowledges that Personal Information is deemed to be confidential
information of, or owned by, the County(or persons from whom the County receives or has
received Personal Information) and is not confidential information of, or owned or by, the
Contractor, or any Authorized Persons. The Contractor further acknowledges that all right, title, and
interest in or to the Personal Information remains in the County (or persons from whom the County
receives or has received Personal Information) regardless of the Contractor's, or any Authorized
Person's, Use of that Personal Information.
(3)The Contractor agrees and covenants in favor of the County that the Contractor shall: (i)
keep and maintain all Personal Information in strict confidence, using such degree of care under
this Subsection B as is reasonable and appropriate to avoid a Security Breach; (ii) Use Personal
E-2
Exhibit E
Information exclusively for the purposes for which the Personal Information is made accessible to
the Contractor pursuant to the terms of this Exhibit E; (iii) not Use, Disclose, sell, rent, license, or
otherwise make available Personal Information for the Contractor's own purposes or for the benefit
of anyone other than the County, without the County's express prior written consent, which the
County may give or withhold in its sole and absolute discretion; and (iv) not, directly or indirectly,
Disclose Personal Information to any person (an "Unauthorized Third Party") other than Authorized
Persons pursuant to this Agreement, without the Director's express prior written consent.
Notwithstanding the foregoing paragraph, in any case in which the Contractor believes it, or
any Authorized Person, is required to disclose Personal Information to government regulatory
authorities, or pursuant to a legal proceeding, or otherwise as may be required by applicable law,
the Contractor shall (a) immediately notify the County of the specific demand for, and legal
authority for the disclosure, including providing the County with a copy of any notice, discovery
demand, subpoena, or order, as applicable, received by the Contractor, or any Authorized Person,
from any government regulatory authorities, or in relation to any legal proceeding, and (b) promptly
notify the County before such Personal Information is offered by the Contractor for such disclosure
so that the County may have sufficient time to obtain a court order or take any other action the
County may deem necessary to protect the Personal Information from such disclosure, and the
Contractor shall cooperate with the County to minimize the scope of such disclosure of such
Personal Information.
The Contractor shall remain liable to the County for the actions and omissions of any
Unauthorized Third Party concerning its Use of such Personal Information as if they were the
Contractor's own actions and omissions.
C. Information Security.
(1)The Contractor covenants, represents and warrants to the County that the Contractor's
Use of Personal Information under this Agreement does and shall at all times comply with all
federal, state, and local, privacy and data protection laws, as well as all other applicable regulations
and directives, including but not limited to California Civil Code, Division 3, Part 4, Title 1.81
(beginning with section 1798.80), and the Song-Beverly Credit Card Act of 1971 (California Civil
E-3
Exhibit E
Code, Division 3, Part 4, Title 1.3, beginning with section 1747). If the Contractor Uses credit, debit,
or other payment cardholder information, the Contractor shall at all times remain in compliance with
the Payment Card Industry Data Security Standard ("PCI DSS") requirements, including remaining
aware at all times of changes to the PCI DSS and promptly implementing and maintaining all
procedures and practices as may be necessary to remain in compliance with the PCI DSS, in each
case, at the Contractor's sole cost and expense.
(2)The Contractor covenants, represents and warrants to the County that, as of the
Effective Date, the Contractor has not received notice of any violation of any privacy or data
protection laws, as well as any other applicable regulations or directives, and is not the subject of
any pending legal action or investigation by, any government regulatory authority regarding same.
(3)Without limiting the Contractor's obligations under subsection C.(1) of this Exhibit E, the
Contractor's (or Authorized Person's) Security Safeguards shall be no less rigorous than accepted
industry practices and, at a minimum, include the following: (i) limiting Use of Personal Information
strictly to the Contractor's and Authorized Persons'technical and administrative personnel who are
necessary for the Contractor's, or Authorized Persons', Use of the Personal Information pursuant
to this Agreement; (ii) ensuring that all of the Contractor's connectivity to the County computing
systems will only be through the County's security gateways and firewalls, and only through
security procedures approved upon the express prior written consent of the Director; (iii)to the
extent that they contain or provide access to Personal Information, (a) securing the Contractor's
business facilities, data centers, paper files, servers, back-up systems and computing equipment,
operating systems, and software applications, including, but not limited to, all mobile devices and
other equipment, operating systems, and software applications with information storage capability;
(b) employing adequate controls and data security measures with respect to the Contractor
Facilities and Equipment), both internally and externally, to protect(1)the Personal Information
from potential loss or misappropriation, or unauthorized Use, and (2)the County's operations from
disruption and abuse; (c) having and maintaining network, device application, database and
platform security; (d) maintaining authentication and access controls within media, computing
equipment, operating systems, and software applications; and (e)to the extent applicable, installing
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Exhibit E
and maintaining in all mobile, wireless, or handheld devices a secure internet connection, having
continuously updated anti-virus software protection and a remote wipe feature always enabled, all
of which is subject to express prior written consent of the Director; (iv) encrypting all Personal
Information at advance encryption standards of Advanced Encryption Standards (AES)of 128 bit
or higher(a) stored on any mobile devices, including but not limited to hard disks, portable storage
devices, or remote installation, or(b)transmitted over public or wireless networks (the encrypted
Personal Information must be subject to password or pass phrase, and be stored on a secure
server and transferred by means of a Virtual Private Network (VPN) connection, or another type of
secure connection, all of which is subject to express prior written consent of the Director); (v) strictly
segregating Personal Information from all other information of the Contractor, including any
Authorized Person, or anyone with whom the Contractor or any Authorized Person deals so that
Personal Information is not commingled with any other types of information; (vi) having a patch
management process including installation of all operating system/software vendor security
patches; (vii) maintaining appropriate personnel security and integrity procedures and practices,
including, but not limited to, conducting background checks of Authorized Employees consistent
with applicable law; and (viii) providing appropriate privacy and information security training to
Authorized Employees.
(4) During the term of each Authorized Employee's employment by the Contractor, the
Contractor shall cause such Authorized Employees to abide strictly by the Contractor's obligations
under this Exhibit E. The Contractor further agrees that it shall maintain a disciplinary process to
address any unauthorized Use of Personal Information by any Authorized Employees.
(5)The Contractor shall, in a secure manner, backup daily, or more frequently if it is the
Contractor's practice to do so more frequently, Personal Information received from the County, and
the County shall have immediate, real time access, at all times, to such backups via a secure,
remote access connection provided by the Contractor, through the Internet.
(6) The Contractor shall provide the County with the name and contact information for an
Authorized Employee ( and at least one alternate contact for the Authorized Employee)who shall
serve as the County's primary security contact with the Contractor and shall be available to assist
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Exhibit E
the County as reasonable necessary as a contact in resolving the Contractor's and any Authorized
Persons' obligations associated with a Security Breach or a Privacy Practices Complaint.
D. Security Breach Procedures.
(1) Promptly, and without undue delay, upon the Contractor's confirmation of a Security
Breach, the Contractor shall (a) notify the Director of the Security Breach, such notice to be given
first by telephone at the following telephone number, followed promptly by email at the following
email address: (559) 600-6200/ ncidents(a)-fresnocountyca.cgo (which telephone number and
email address the County may update by providing notice to the Contractor), and (b) preserve all
relevant evidence (and cause any affected Authorized Person to preserve all relevant evidence)
relating to the Security Breach. The notification shall include, to the extent reasonably possible, the
identification of each type and the extent of Personal Information that has been, or is reasonably
believed to have been, breached, including but not limited to, compromised, or subjected to
unauthorized Use, Disclosure, or modification, or any loss or destruction, corruption, or damage.
(2) Immediately following the Contractor's notification to the County of a Security Breach,
as provided pursuant to subsection D.(1)of this Exhibit E, the Parties shall coordinate with each
other to investigate the Security Breach. The Contractor agrees to fully cooperate with the County,
including, without limitation: (i) assisting the County in conducting any investigation; (ii) providing
the County with physical access to the facilities and operations affected; (iii)facilitating interviews
with Authorized Persons and any of the Contractor's other employees knowledgeable of the
matter; and (iv) making available all relevant records, logs, files, data reporting and other materials
required to comply with applicable law, regulation, industry standards, or as otherwise reasonably
required by the County. To that end, the Contractor shall, with respect to a Security Breach, be
solely responsible, at its cost, for all notifications required by law and regulation, and the Contractor
shall provide a written report of the investigation and reporting required to the Director within thirty
(30) days after the Contractor's discovery of the Security Breach.
(3)The County shall promptly notify the Contractor of the Director's knowledge, or
reasonable belief, of any Privacy Practices Complaint, and upon the Contractor's receipt of
notification thereof, the Contractor shall promptly address such Privacy Practices Complaint,
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Exhibit E
including taking any corrective action under this Exhibit E, all at the Contractor's sole expense, in
accordance with applicable privacy rights, laws, regulations and standards. In the event the
Contractor discovers a Security Breach, the Contractor shall treat the Privacy Practices Complaint
as a Security Breach. Within seventy-two (72) hours of the Contractor's receipt of notification of
such Privacy Practices Complaint, the Contractor shall notify the County whether the matter is a
Security Breach, or otherwise has been corrected and the manner of correction, or determined not
to require corrective action and the reason therefor.
(4)The Contractor shall take prompt corrective action to respond to and remedy any
Security Breach and take reasonable mitigating actions, including but not limiting to, preventing any
reoccurrence of the Security Breach and correcting any deficiency in Security Safeguards as a
result of such incident, all at the Contractor's sole expense subject to the limitations set forth in
Article 8 Limitation of Liability, and in accordance with applicable privacy rights, laws, regulations
and standards. The Contractor shall reimburse the County for all reasonable costs incurred by the
County in responding to, and mitigating damages caused by, any Security Breach, including all
costs of the County incurred in relation to any litigation or other action described in subsection D.
(5) of this Exhibit E. to the extent applicable: (1)the cost of providing affected individuals with credit
monitoring services for a specific period not to exceed twelve (12) months, to the extent the
incident could lead to a compromise of the data subject's credit or credit standing; (2) call center
support for such affected individuals for a specific period not to exceed thirty (30)days; and (3)the
cost of any measures required under applicable laws.
E. Oversight of Security Compliance.
(1)The Contractor shall have and maintain a written information security policy that
specifies Security Safeguards appropriate to the size and complexity of the Contractor's operations
and the nature and scope of its activities.
(2) Upon the County's written request, to confirm the Contractor's compliance with this
Exhibit E, as well as any applicable laws, regulations and industry standards, the Contractor grants
the County or, upon the County's election, a third party on the County's behalf and at the County's
sole expense, permission to perform an assessment, audit, examination or review of all controls in
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Exhibit E
the Contractor's physical and technical environment in relation to all Personal Information that is
Used by the Contractor pursuant to this Agreement. The Contractor shall fully cooperate with such
assessment, audit or examination, as applicable, by providing the County or the third party on the
County's behalf, access to all Authorized Employees and other knowledgeable personnel,
documentation, infrastructure and application software that is Used by the Contractor for Personal
Information pursuant to this Agreement. In addition, the Contractor shall provide the County with
the results of any audit by or on behalf of the Contractor that assesses the effectiveness of the
Contractor's information security program as relevant to the security and confidentiality of Personal
Information Used by the Contractor or Authorized Persons during the course of this Agreement
under this Exhibit E.
(3)The Contractor shall ensure that all Authorized Persons who Use Personal Information
agree to the same restrictions and conditions in this Exhibit E. that apply to the Contractor with
respect to such Personal Information by incorporating the relevant provisions of these provisions
into a valid and binding written agreement between the Contractor and such Authorized Persons,
or amending any written agreements to provide same.
F. Return or Destruction of Personal Information.
Upon the termination of this Agreement, the Contractor shall, and shall instruct all
Authorized Persons to, promptly return to the County all Personal Information, whether in written,
electronic or other form or media, in its possession or the possession of such Authorized Persons,
in a machine readable form used by the County at the time of such return, or upon the express
prior written consent of the Director, securely destroy all such Personal Information, and certify in
writing to the County that such Personal Information have been returned to the County or disposed
of securely, as applicable. If the Contractor is authorized to dispose of any such Personal
Information, as provided in this Exhibit E, such certification shall state the date, time, and manner
(including standard) of disposal and by whom, specifying the title of the individual. The Contractor
shall comply with all reasonable directions provided by the Director with respect to the return or
disposal of Personal Information and copies thereof. If return or disposal of such Personal
Information or copies of Personal Information is not feasible, the Contractor shall notify the County
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Exhibit E
accordingly, specifying the reason, and continue to extend the protections of this Exhibit E to all
such Personal Information and copies of Personal Information. The Contractor shall not retain any
copy of any Personal Information after returning or disposing of Personal Information as required
by this section F. The Contractor's obligations under this section F survive the termination of this
Agreement and apply to all Personal Information that the Contractor retains if return or disposal is
not feasible and to all Personal Information that the Contractor may later discover.
G. Equitable Relief.
The Contractor acknowledges that any breach of its covenants or obligations set forth in
this Exhibit E may cause the County irreparable harm for which monetary damages would not be
adequate compensation and agrees that, in the event of such breach or threatened breach, the
County is entitled to seek equitable relief, including a restraining order, injunctive relief, specific
performance and any other relief that may be available from any court, in addition to any other
remedy to which the County may be entitled at law or in equity. Such remedies shall not be
deemed to be exclusive but shall be in addition to all other remedies available to the County at law
or in equity or under this Agreement.
H. Indemnification.
The Contractor shall defend, indemnify and hold harmless the County, its officers,
employees, and agents, (each, a "County Indemnitee")from and against any and all infringement
of intellectual property including, but not limited to infringement of copyright, trademark, and trade
dress, invasion of privacy, information theft, and extortion, unauthorized Use, Disclosure, or
modification of, or any loss or destruction of, or any corruption of or damage to, Personal
Information, Security Breach response and remedy costs, credit monitoring expenses, forfeitures,
losses, damages, liabilities, deficiencies, actions,judgments, interest, awards, fines, and penalties
(including regulatory fines and penalties), costs or expenses of whatever kind, including attorney's
fees and costs, the cost of enforcing any right to indemnification or defense under this Attachment
"A" and the cost of pursuing any insurance providers, arising out of or resulting from any third party
claim or action against any COUNTY Indemnitee in relation to CONTRACTOR's, its officers,
employees, or agents, or any Authorized Employee's or Authorized Person's, performance or
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Exhibit E
failure to perform under this Attachment"A" or arising out of or resulting from CONTRACTOR's
failure to comply with any of its obligations under this section H. The provisions of this section H do
not apply to the acts or omissions of the County. The provisions of this section H are cumulative to
any other obligation of the Contractor to, defend, indemnify, or hold harmless any County
Indemnity under this Agreement. The provisions of this section H shall survive the termination of
this Agreement. The Provisions of this Section H shall be subject to the limitations set forth in
Article 8, Limitation of Liability in the Agreement.
I. Survival.
The respective rights and obligations of the Contractor and the County as stated in this
Exhibit E shall survive the termination of this Agreement.
J. No Third Party Beneficiary.
Nothing express or implied in the provisions of in this Exhibit E is intended to confer, nor
shall anything herein confer, upon any person other than the County or the Contractor and their
respective successors or assignees, any rights, remedies, obligations or liabilities whatsoever.
L. No County Warranty.
The County does not make any warranty or representation whether any Personal Information in the
Contractor's (or any Authorized Person's) possession or control, or Use by the Contractor(or any
Authorized Person), pursuant to the terms of this Agreement is or will be secure from unauthorized
Use, or a Security Breach or Privacy Practices Complaint.
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