HomeMy WebLinkAbout2023 Final Agreement with Spire Soft LLC.pdf Agreement No. 23-580
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement') is dated October 24, 2023 and is between
3 Spire Soft LLC, a California corporation ("Contractor"), and the County of Fresno, a political
4 subdivision of the State of California ("County").
5 Recitals
6 A. The County, through its Probation Department (Department), has determined
7 there is a need for software maintenance for Department-specific applications, software
8 development, software integration, and reporting data requests, including the software currently
9 utilized by the Department and its justice partners for current and ongoing projects.
10 B. The County has determined that County staff does not have the expertise these
11 services and that the Contractor possesses unique capabilities to provide the services
12 requested by the Department.
13 C. The Contractor was previously an employee of Agreeya Solutions, Inc.
14 (Agreeya), which contracts with the County for temporary information technology services
15 pursuant to County agreement No. 22-085, dated March 8, 2022. The Contractor was the lead
16 developer creating the primary enterprise management system used by the Department and
17 justice partners, and has expertise and necessary familiarity with Department systems and
18 applications.
19 D. Contractor no longer works for Agreeya, and has provided these services to the
20 County during August 2023 pursuant to County Purchase Order M02-0000022669. The County
21 desires the Contractor to continue providing the specific knowledge to the database structure of
22 Department PRIMS and various data interfaces with Department justice partners, which is vital
23 to continue daily Department operations without delay.
24 E. The Contractor is qualified and willing to perform such Information Technology
25 Professional Services for the Department.
26 The parties therefore agree as follows:
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1 Article 1
2 Contractor's Services
3 1.1 Scope of Services. The Contractor shall perform all of the services provided in
4 Exhibit A to this Agreement, titled "Scope of Services."
5 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
6 able to perform all of the services provided in this Agreement.
7 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
8 applicable federal, state, and local laws and regulations in the performance of its obligations
9 under this Agreement, including but not limited to workers compensation, labor, and
10 confidentiality laws and regulations.
11 1.4 Obligations of Contractor
12 (A) The Contractor hereby acknowledges, understands, and agrees that Exhibit A
13 does not constitute a guarantee or promise that Contractor shall provide any
14 certain amount of work or services to the County under this Agreement.
15 (B) The Contractor shall provide all labor, materials, equipment, supplies, taxes,
16 insurance, and warranties to perform services described in this Agreement.
17 (C)The Contractor's staff entering the Juvenile Justice Campus (JJC) Facility shall
18 provide a negative skin test for tuberculosis (TB) within the past six (6) months,
19 or for positive Purified Protein Derivative (PPD) reactors, initial assessment and
20 yearly assessment for signs and symptoms of diseases. The Contractor staff will
21 be required to comply with the most current California Department of Public
22 Health (CDPH) and California Division of Occupational Safety and Health
23 (Cal/OSHA) Covid-19 guidelines, including guidelines specific to juvenile
24 correctional facilities. The Contractor will provide County with written statement
25 that their employees have either provided proof of COVID -19 vaccination or
26 proof of weekly testing (with negative results), and the Contractor's employees
27 pass clearance. The Contractor is obligated to comply with any future updated or
28 amended COVID-19 guidelines from CDPH and Cal/OSHA.
2
1 (D) Data Security. Contractor shall comply with all requirements of Exhibit E, Data
2 Security, attached and incorporated by this reference.
3 (E) Juvenile Justice Campus Security. Failure to fully comply with the security
4 requirements as set forth in this Section 1.4 (E) will be considered a breach of
5 contract and shall result in termination of this Agreement for default. Contractor
6 acknowledges that JJC Facility is "no-hostage facility". Contractor shall ensure
7 that its employees and any sub-contractors working in the JJC facility agree to
8 abide by County's rules for a no-hostage facility as set forth in Exhibit F, attached
9 and incorporated by this reference. County may change these policies and
10 procedures at any time, without any prior notice to Contractor. Contractor shall
11 plan and execute all work in such a manner as to prevent a security breach of the
12 JJC facility or any other County secured facility. Contractor shall comply with all
13 Prison Rape Elimination Act (PREA) standards for juvenile correctional facilities
14 as set forth in Exhibit G. Contractor shall comply with all Department Policies and
15 Procedures. In the event of a dispute involving County staff and a Contractor
16 employee or subcontractor, the Chief Probation Officer will have the final
17 decision. Contractor is also required to comply with "Background Investigations
18 and Identification Badges," as set forth in Exhibit H for specific facilities if
19 determined by the County.
20 Article 2
21 County's Responsibilities
22 2.1 The County shall appoint the Chief Probation Officer, or his or her designee, as
23 County's Contract Administrator with full authority to deal with Contractor in the administration of
24 this Agreement.
25 2.2 Contractor shall primarily provide the services remotely. However, occasionally and
26 temporarily, when Contractor needs to be at the JJC to provide services under this Agreement,
27 the County shall provide office space, consisting of one office, approximately 96 square feet in
28 size, at JJC Building 702, as well as supplies and equipment, including a desk, phones(s),
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1 computer(s), monitor(s), and access to sanitation stations in such office space , all in such
2 amounts or numbers as determined by County, for Contractor to utilize under the terms and
3 conditions of this Agreement, at no charge to Contractor for such use of space, including such
4 office supplies and office equipment in such office space. Such supplies and equipment shall
5 remain at the JJC, and shall not be used by Contractor for its provision of services off-site from
6 the JJC. County shall have the right to enter such office space at all times, it being understood
7 that Contractor may not control or exclusively possess such office space.
8 2.3 The County shall, at its own expense, provide and properly maintain and update on
9 an ongoing basis all necessary hardware required to operate the System Software. County's
10 hardware shall meet or exceed a Contractor's recommendations, as provided in the System
11 Documentation.
12 2.4 County's ISD staff shall provide necessary technical assistance to Contractor during
13 the installation of any System Software. In particular, County will provide:
14 (A) Network connectivity and troubleshooting assistance;
15 (B) Ability for County staff to monitor network traffic and isolate bottlenecks;
16 (C)Technical assistance concerning the integration with existing County Systems (if
17 applicable); and
18 (D) Expertise to handle issues with County PCs, printers, and cabling before, during,
19 and after First Production Use.
20 (E) County shall provide all information reasonably necessary for Contractors to
21 properly complete service requests.
22 Article 3
23 Compensation, Invoices, and Payments
24 3.1 The County agrees to pay, and the Contractor agrees to receive, compensation for
25 the performance of its services under this Agreement as described in Exhibit B to this
26 Agreement, titled "Compensation."
27 3.2 Maximum Compensation. The maximum compensation payable to the Contractor
28 under this Agreement for year one (1) is two hundred twenty-eight thousand, eight hundred
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1 dollars ($228,800). Total maximum compensation for year two (2) is two hundred forty
2 thousand, two hundred forty dollars ($240,240). The maximum compensation for year three (3)
3 is two hundred fifty-two thousand, two hundred fifty-two dollars ($252,252). The maximum
4 compensation for year four (4) is two hundred sixty-four thousand, eight hundred sixty-five
5 dollars ($264,865). The maximum compensation for year five is two hundred seventy-eight
6 thousand, one hundred and eight dollars ($278,108). The total compensation payable for the
7 potential five-year term of this Agreement shall not exceed one million two hundred sixty-four
8 thousand, two hundred sixty-five dollars ($1,264,265). The Contractor acknowledges that the
9 County is a local government entity, and does so with notice that the County's powers are
10 limited by the California Constitution and by State law, and with notice that the Contractor may
11 receive compensation under this Agreement only for services performed according to the terms
12 of this Agreement and while this Agreement is in effect, and subject to the maximum amount
13 payable under this section. The Contractor further acknowledges that County employees have
14 no authority to pay the Contractor except as expressly provided in this Agreement.
15 3.3 Invoices. The Contractor shall submit monthly invoices to Fresno County Probation
16 Department, 3333 East American Ave. Bldg. 701 Ste. B Fresno CA, 93725 or electronically to
17 Probation Invoices@fresnocountyca.gov. All invoices shall include name of Contractor's
18 employee(s), hours worked, hourly rate(s), date of invoice, and this Agreement number. The
19 Contractor shall submit each invoice within 60 days after the month in which the Contractor
20 performs services and in any case within 60 days after the end of the term or termination of this
21 Agreement.
22 3.4 Payment. The County shall pay each correctly completed and timely submitted
23 invoice within 45 days after receipt. The County shall remit any payment to the Contractor's
24 address specified in the invoice.
25 3.5 Incidental Expenses. The Contractor is solely responsible for all of its costs and
26 expenses that are not specified as payable by the County under this Agreement.
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1 Article 4
2 Term of Agreement
3 4.1 Term. This Agreement is effective on October 24, 2023 and terminates on October
4 23, 2026, except as provided in section 4.2, "Extension," or Article 6, "Termination and
5 Suspension," below.
6 4.2 Extension. The term of this Agreement may be extended for no more than two, one-
7 year periods only upon written approval of both parties at least 30 days before the first day of
8 the next one-year extension period. The Chief Probation Officer or his or her designee is
9 authorized to sign the written approval on behalf of the County based on the Contractor's
10 satisfactory performance. The extension of this Agreement by the County is not a waiver or
11 compromise of any default or breach of this Agreement by the Contractor existing at the time of
12 the extension whether or not known to the County.
13 Article 5
14 Notices
15 5.1 Contact Information. The persons and their addresses having authority to give and
16 receive notices provided for or permitted under this Agreement include the following:
17
For the County:
18 Chief Probation Officer
Probation Department
19 County of Fresno
3333 East American Ave.
20 Fresno, CA 93725
21 For the Contractor:
Founder
22 Meghraj Rawat
4895 N. Woodrow Ave. Apt. 222
23 Fresno, CA 93726
spiresoftllc@gmail.com
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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.
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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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1 an overnight commercial courier service, or by Portable Document Format (PDF) document
2 attached to an email.
3 (A) A notice delivered by personal service is effective upon service to the recipient.
4 (B) A notice delivered by first-class United States mail is effective three County
5 business days after deposit in the United States mail, postage prepaid, addressed to the
6 recipient.
7 (C)A notice delivered by an overnight commercial courier service is effective one
8 County business day after deposit with the overnight commercial courier service,
9 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
10 the recipient.
11 (D)A notice delivered by telephonic facsimile transmission or by PDF document
12 attached to an email is effective when transmission to the recipient is completed (but, if
13 such transmission is completed outside of County business hours, then such delivery is
14 deemed to be effective at the next beginning of a County business day), provided that
15 the sender maintains a machine record of the completed transmission.
16 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
17 nothing in this Agreement establishes, waives, or modifies any claims presentation
18 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
19 of Title 1 of the Government Code, beginning with section 810).
20 Article 6
21 Termination and Suspension
22 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
23 contingent on the approval of funds by the appropriating government agency. If sufficient funds
24 are not allocated, then the County, upon at least 30 days' advance written notice to the
25 Contractor, may:
26 (A) Modify the services provided by the Contractor under this Agreement; or
27 (B) Terminate this Agreement.
28 6.2 Termination for Breach.
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1 (A) Upon determining that a breach (as defined in paragraph (C) below) has
2 occurred, the County may give written notice of the breach to the Contractor. The written
3 notice may suspend performance under this Agreement, and must provide at least 30
4 days for the Contractor to cure the breach.
5 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
6 time stated in the written notice, the County may terminate this Agreement immediately.
7 (C) For purposes of this section, a breach occurs when, in the determination of the
8 County, the Contractor has:
9 (1) Obtained or used funds illegally or improperly;
10 (2) Failed to comply with any part of this Agreement;
11 (3) Submitted a substantially incorrect or incomplete report to the County; or
12 (4) Improperly performed any of its obligations under this Agreement.
13 6.3 Termination without Cause. In circumstances other than those set forth above, the
14 County may terminate this Agreement by giving at least 30 days advance written notice to the
15 Contractor.
16 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
17 under this Article 6 is without penalty to or further obligation of the County.
18 6.5 County's Rights upon Termination. Upon termination for breach under this Article
19 6, the County may demand repayment by the Contractor of any monies disbursed to the
20 Contractor under this Agreement that, in the County's sole judgment, were not expended in
21 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
22 demand. This section survives the termination of this Agreement.
23 Article 7
24 Independent Contractor
25 7.1 Status. In performing under this Agreement, the Contractor, including its officers,
26 agents, employees, and volunteers, is at all times acting and performing as an independent
27 contractor, in an independent capacity, and not as an officer, agent, servant, employee,joint
28 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 Indemnity and Defense
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 Survival. This Article 8 survives the termination of this Agreement.
23 Article 9
24 Insurance
25 9.1 The Contractor shall comply with all the insurance requirements in Exhibit D to this
26 Agreement.
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1 Article 10
2 Inspections, Audits, and Public Records
3 10.1 Inspection of Documents. The Contractor shall make available to the County, and
4 the County may examine at any time during business hours and as often as the County deems
5 necessary, all of the Contractor's records and data with respect to the matters covered by this
6 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
7 request by the County, permit the County to audit and inspect all of such records and data to
8 ensure the Contractor's compliance with the terms of this Agreement.
9 10.2 State Audit Requirements. If the compensation to be paid by the County under this
10 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
11 California State Auditor, as provided in Government Code section 8546.7, for a period of three
12 years after final payment under this Agreement. This section survives the termination of this
13 Agreement.
14 10.3 Public Records. The County is not limited in any manner with respect to its public
15 disclosure of this Agreement or any record or data that the Contractor may provide to the
16 County. The County's public disclosure of this Agreement or any record or data that the
17 Contractor may provide to the County may include but is not limited to the following:
18 (A) The County may voluntarily, or upon request by any member of the public or
19 governmental agency, disclose this Agreement to the public or such governmental
20 agency.
21 (B) The County may voluntarily, or upon request by any member of the public or
22 governmental agency, disclose to the public or such governmental agency any record or
23 data that the Contractor may provide to the County, unless such disclosure is prohibited
24 by court order.
25 (C)This Agreement, and any record or data that the Contractor may provide to the
26 County, is subject to public disclosure under the Ralph M. Brown Act (California
27 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
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1 (D) This Agreement, and any record or data that the Contractor may provide to the
2 County, is subject to public disclosure as a public record under the California Public
3 Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning
4 with section 6250) ("CPRA").
5 (E) This Agreement, and any record or data that the Contractor may provide to the
6 County, is subject to public disclosure as information concerning the conduct of the
7 people's business of the State of California under California Constitution, Article 1,
8 section 3, subdivision (b).
9 (F) Any marking of confidentiality or restricted access upon or otherwise made with
10 respect to any record or data that the Contractor may provide to the County shall be
11 disregarded and have no effect on the County's right or duty to disclose to the public or
12 governmental agency any such record or data.
13 10.4 Public Records Act Requests. If the County receives a written or oral request
14 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
15 and which the County has a right, under any provision of this Agreement or applicable law, to
16 possess or control, then the County may demand, in writing, that the Contractor deliver to the
17 County, for purposes of public disclosure, the requested records that may be in the possession
18 or control of the Contractor. Within five business days after the County's demand, the
19 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
20 possession or control, together with a written statement that the Contractor, after conducting a
21 diligent search, has produced all requested records that are in the Contractor's possession or
22 control, or (b) provide to the County a written statement that the Contractor, after conducting a
23 diligent search, does not possess or control any of the requested records. The Contractor shall
24 cooperate with the County with respect to any County demand for such records. If the
25 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
26 CPRA or other applicable law, it must deliver the record or data to the County and assert the
27 exemption by citation to specific legal authority within the written statement that it provides to
28 the County under this section. The Contractor's assertion of any exemption from disclosure is
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1 not binding on the County, but the County will give at least 10 days' advance written notice to
2 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
3 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
4 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
5 failure to produce any such records, or failure to cooperate with the County with respect to any
6 County demand for any such records.
7 Article 11
8 Disclosure of Self-Dealing Transactions
9 11.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation,
10 or changes its status to operate as a corporation.
11 11.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
12 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
13 "Self-Dealing Transaction Disclosure Form" (Exhibit C to this Agreement) and submitting it to
14 the County before commencing the transaction or immediately after.
15 11.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
16 a party and in which one or more of its directors, as an individual, has a material financial
17 interest.
18 Article 12
19 General Terms
20 12.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
21 Agreement may not be modified, and no waiver is effective, except by written agreement signed
22 by both parties. The Contractor acknowledges that County employees have no authority to
23 modify this Agreement except as expressly provided in this Agreement.
24 12.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
25 under this Agreement without the prior written consent of the other party.
26 12.3 Consistent Federal Income Tax Position. Contractor acknowledges that the JJC
27 has been acquired, constructed, and/or improved using net proceeds of governmental tax-
28 exempt bonds (collectively, "Bond-Financed Facility"). Contractor agrees that, with respect to
12
1 this Agreement and the Bond Financed Facility, Contractor is not entitled to take, and shall not
2 take, any position (also known as a "tax position") with the Internal Revenue Service ("IRS")
3 that is inconsistent 14 with being a "service provider" to the County, as a "qualified user" with
4 respect to the Bond Financed Facility, as "managed property," as all of those terms are used in
5 Internal Revenue Service Revenue Procedure 2017-13, and to that end, for example, and not
6 as a limitation, Contractor agrees that Contractor shall not, in connection with any federal
7 income tax return that it files with the IRS or any other statement or information that it provides
8 to the IRS, (a) claim ownership, or that it is a lessee, of any portion of the Bond Financed
9 Facility, or(b) claim any depreciation or amortization deduction, investment tax credit, or
10 deduction for any payment as rent with respect to the Bond-Financed Facility.
11 12.4 Governing Law. The laws of the State of California govern all matters arising from
12 or related to this Agreement.
13 12.5 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
14 County, California. Contractor consents to California jurisdiction for actions arising from or
15 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
16 brought and maintained in Fresno County.
17 12.6 Construction. The final form of this Agreement is the result of the parties' combined
18 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
19 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
20 against either party.
21 12.7 Days. Unless otherwise specified, "days" means calendar days.
22 12.8 Headings. The headings and section titles in this Agreement are for convenience
23 only and are not part of this Agreement.
24 12.9 Severability. If anything in this Agreement is found by a court of competent
25 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
26 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
27 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
28 intent.
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1 12.10 Nondiscrimination. During the performance of this Agreement, the Contractor shall
2 not unlawfully discriminate against any employee or applicant for employment, or recipient of
3 services, because of race, religious creed, color, national origin, ancestry, physical disability,
4 mental disability, medical condition, genetic information, marital status, sex, gender, gender
5 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
6 all applicable State of California and federal statutes and regulation.
7 12.11 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
8 of the Contractor under this Agreement on any one or more occasions is not a waiver of
9 performance of any continuing or other obligation of the Contractor and does not prohibit
10 enforcement by the County of any obligation on any other occasion.
11 12.12 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
12 between the Contractor and the County with respect to the subject matter of this Agreement,
13 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
14 publications, and understandings of any nature unless those things are expressly included in
15 this Agreement. If there is any inconsistency between the terms of this Agreement without its
16 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
17 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
18 exhibits.
19 12.13 No Third-Party Beneficiaries. This Agreement does not and is not intended to
20 create any rights or obligations for any person or entity except for the parties.
21 12.14 Authorized Signature. The Contractor represents and warrants to the County that:
22 (A) The Contractor is duly authorized and empowered to sign and perform its
23 obligations under this Agreement.
24 (B) The individual signing this Agreement on behalf of the Contractor is duly
25 authorized to do so and his or her signature on this Agreement legally binds the
26 Contractor to the terms of this Agreement.
27 12.15 Electronic Signatures. The parties agree that this Agreement may be executed by
28 electronic signature as provided in this section.
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1 (A) An "electronic signature" means any symbol or process intended by an individual
2 signing this Agreement to represent their signature, including but not limited to (1) a
3 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
4 electronically scanned and transmitted (for example by PDF document) version of an
5 original handwritten signature.
6 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
7 equivalent to a valid original handwritten signature of the person signing this Agreement
8 for all purposes, including but not limited to evidentiary proof in any administrative or
9 judicial proceeding, and (2) has the same force and effect as the valid original
10 handwritten signature of that person.
11 (C)The provisions of this section satisfy the requirements of Civil Code section
12 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
13 Part 2, Title 2.5, beginning with section 1633.1).
14 (D) Each party using a digital signature represents that it has undertaken and
15 satisfied the requirements of Government Code section 16.5, subdivision (a),
16 paragraphs (1) through (5), and agrees that each other party may rely upon that
17 representation.
18 (E) This Agreement is not conditioned upon the parties conducting the transactions
19 under it by electronic means and either party may sign this Agreement with an original
20 handwritten signature.
21 12.16 Counterparts. This Agreement may be signed in counterparts, each of which is an
22 original, and all of which together constitute this Agreement.
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1 The parties are signing this Agreement on the date stated in the introductory clause.
2
Spire Soft LLC COUNTY OF FRESNO
3
4
5 M g aj Raw , ounder MAIS
t o, C airman of the Board of
i' oI e County of Fresno
6 48951q. Woodrow Ave.Apt. 222
Fresno, CA 93726 Attest:
7 Bernice Seidel
Clerk of the Board of Supervisors
8 County of Fresno, State of California
9
By:
10 Deputy
11 For accounting use only:
12 Org No.: 34309999
Account No.: 7295
13 Fund No.: 0001
Subclass No.: 10000
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15 and
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Org No.: 34409999
17 Account No.: 7295
Fund No.: 0001
18 Subclass No.: 10000
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Exhibit A
1 Scope of Services
2
3 Software Maintenance:
4 Support: Provide response to issue/ticket within 24 hours.
5 Bug Fixes: Resolve issues reported by staff and identify source of issue and resolve from
6 future occurrences.
7 Updates and improvements: Ensure Department applications remain compatible with evolving
8 technologies and platforms, and performing version updates and upgrades as necessary.
9 Enhancements: Add new features, functions and improvements into Department applications
10 as per Department requests and feedback.
11 Performance Optimization: Identify performance bottlenecks and improve performance,
12 stability and speed on a continual basis.
13 Staff Support: Provide assistance or support to Department staff who is having issue or
14 difficulties using Department applications.
15 Monitoring: Set up a monitoring system to log errors and resolve errors from reoccurring.
16 Audit: Audit and verify existing codebase and add or improve code for enhanced performance.
17 Improvements: Ensure day to day operation run efficiently.
18 Batch Jobs: Work with Department and ensure all batch jobs work properly and efficiently.
19 Troubleshoot: In any case job or vendor application programming interface (api) fails, work
20 with County IT or Spire Soft LLC to find source of issue and resolve it as soon as possible.
21 Migration: Work with Department IT and Central IT to provide support for any
22 hardware/software/server migrations.
23 Priorities: Work closely with Department IT to prioritize system additions and customizations
24 and set deadlines and priority.
25 Security and performance optimizations: Regularly monitoring and enhancing Department
26 application security measures and performance to maintain a high level of reliability and
27 efficiency.
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A-1
Exhibit A
1 Software Development:
2 Discovery: Set up discovery meeting to gather requirement and identify scope of work.
3 Prototype: Create prototype of system and host meetings to demonstrate workflow and layout.
4 Gather any additional requirements as necessary.
5 Progress update: Provide development progress updates to designated County staff on a
6 weekly basis.
7 Risks: Clearly define project scope to find potential risk, challenges & complexity.
8 Development: Define development timeline and set milestones and start development.
9 Testing: Test project against development and stage environment. Verify process works
10 properly when deployed.
11 Deployment: Identify all dependencies required to deploy into production. Deploy and configure
12 into production as needed.
13 Maintenance: Monitor system closely to find any ongoing issues or changes and make
14 adjustments to ensure system is working properly with optimum performance.
15 Beta Testing: Assign initial access to selected staff to test functionality and gather feedback if
16 require any changes or resolve any issues found.
17 Reporting: Create ad hoc reports or queries required for reporting.
18 Security: Work with County IT Security to ensure system configured as per County Standards.
19 Application Monitoring: Provide 24/7 Monitoring to ensure system performance and identify
20 any potential bugs or issues.
21 Software Integration:
22 Discovery: Work with Department IT or Department partners to identify data process i.e.
23 importing or exporting data between Department systems.
24 Security: Implement security to ensure data transmit between systems are safe and accurate
25 and follow proper County security standards.
26 Development: Create Probation process to send or receive data as per Department partner
27 standard and format.
28
A-2
Exhibit A
1 Scheduling: Configure batch into production system as per requirement and ensure proper
2 operation.
3 Bug Fixing: Monitor batch or api endpoint and resolve any issues identified.
4 Update: Provide integration updates as requested by the Department or department partner.
5 Reporting & Data Request:
6 Requirement: Gather report requirements from department and validate output.
7 Reporting Queries: Develop and provide queries to generate reports as requested.
8 Verification: Work with Department IT to validate data result and optimize query to increase
9 performance and efficiency.
10 Backup: Provide Department IT all copies of queries as needed.
11 Database update: Provide Department IT assistance for database migrations and will analyze
12 and optimize data to maintain data integrity and efficiency.
13 Operational Data: Develop data and table structures to normalize data as per County
14 standards.
15 Data Standards: Provide support to support data in various formats i.e. (CSV, XML, JSON) etc.
16
17
18
19
20
21
22
23
24
25
26
27
28
A-3
Exhibit B
Compensation
The Contractor will be compensated for performance of its services under this
Agreement as provided in this Exhibit B. The Contractor is not entitled to any compensation
except as expressly provided in this Exhibit B.
Rate: $100 per hour. Hourly rate to increase every October by 5% per year, not to exceed Total
Maximum compensation of$1,264,265 for the full potential five (5) years. The rate covers the
services provided by the Contractor, including software development, testing, project
management and communication.
Any additional after-hours support will need to be approved in writing by one of the following
staff: Chief Probation Officer, Deputy Chief Probation Administrative Officer, or Probation IT
manager. Rate remains at $100.00 an hour for the first year and increases by 5% for year two
(2) to year five (5).
Availability: Contractor and Contractor's team will be available during Department business
hours from 8:00 am to 5:00 pm from Monday to Friday excluding holidays.
After hour support: In case of any emergency or migration Contractor will respond within 1
hour from notice 24 hours a day, 7 days a week, including holidays.
Hourly rate w/5% After hour activities
Annual Base Round Up
increase up to 10%
Year 1 $100.00 $208,000.00 $228,800.00 $ 228,800.00
Year 2 $105.00 $218,400.00 $240,240.00 $ 240,240.00
Year 3 $110.25 $229,320.00 $252,252.00 $ 252,252.00
Year 4 $115.76 $240,786.00 $264,864.60 $ 264,865.00
Year 5 $121.55 $252,825.30 $278,107.83 $ 278,108.00
Total - $1,149,331.30 $1,264,264.43 1 $ 1,264,265.00
B-1
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 ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsement to
this policy naming the County of Fresno, its officers, agents, employees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County
is excess only and not contributing with insurance provided under the Contractor's
policy.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
(C)Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
(E) Technology Professional Liability (Errors and Omissions). Technology professional
liability (errors and omissions) insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence and in the aggregate. Coverage must encompass all of the
Contractor's obligations under this Agreement, including but not limited to claims
involving Cyber Risks.
(F) Cyber Liability. Cyber liability insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence. Coverage must include claims involving Cyber Risks. The
cyber liability policy must be endorsed to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited to
information or data) that is in the care, custody, or control of the Contractor.
Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security
Breach, which may include Disclosure of Personal Information to an Unauthorized Third
Party; (ii) data breach; (iii) breach of any of the Contractor's obligations under Exhibit E,
Data Security, 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
D-1
Exhibit D
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.
(G)All-Risk Property Insurance. All-risk property insurance with no coinsurance penalty
provision in an amount that shall cover the total of County purchased and owned
property in possession of Contractor(s) and/or used in the execution of this Agreement.
County shall be named as an Additional Loss Payee.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement,
and at any time during the term of this Agreement as requested by the County's Risk
Manager or the County Administrative Office, the Contractor shall deliver, or cause its
broker or producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th
Floor, Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by
mail or email to the person identified to receive notices under this Agreement,
certificates of insurance and endorsements for all of the coverages required under this
Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the
Contractor has waived its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(iv) The 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.
D-2
Exhibit D
(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,
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.
D-3
Exhibit D
(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
1. Definitions
Capitalized terms used in this Exhibit E have the meanings set forth in this section 1.
(A) "Authorized Employees" means the Contractor's employees who have access to
Personal Information.
(B) "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.
(C)"Director" means the County's Director of Internal Services/Chief Information Officer or
his or her designee.
(D)"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.
(E) "Person" means any natural person, corporation, partnership, limited liability company,
firm, or association.
(F) "Personal Information" means any and all information, including any data, provided, or
to which access is provided, to the Contractor by or upon the authorization of the
County, under this Agreement, including but not limited to vital records, that: (i) identifies,
describes, or relates to, or is associated with, or is capable of being used to identify,
describe, or relate to, or associate with, a person (including, without limitation, names,
physical descriptions, signatures, addresses, telephone numbers, e-mail addresses,
education, financial matters, employment history, and other unique identifiers, as well as
statements made by or attributable to the person); (ii) is used or is capable of being used
to authenticate a person (including, without limitation, employee identification numbers,
government-issued identification numbers, passwords or personal identification numbers
(PINs), financial account numbers, credit report information, answers to security
questions, and other personal identifiers); or (iii) is personal information within the
meaning of California Civil Code section 1798.3, subdivision (a), or 1798.80, subdivision
(e). Personal Information does not include publicly available information that is lawfully
made available to the general public from federal, state, or local government records.
(G)"Privacy Practices Complaint" means a complaint received by the County relating to
the 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.
(H) "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 section 3(C) of this Exhibit E.
E-1
Exhibit E
Data Security
(1) "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.
(J) "Use" or any derivative of that word means to receive, acquire, collect, apply,
manipulate, employ, process, transmit, disseminate, access, store, disclose, or dispose
of Personal Information.
2. Standard of Care
(A) 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.
(B) 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.
(C)The Contractor agrees and covenants in favor of the Country that the Contractor shall:
(i) keep and maintain all Personal Information in strict confidence, using such
degree of care under this section 2 as is reasonable and appropriate to avoid a
Security Breach;
(ii) Use Personal 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.
(D) 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, Contractor shall (i) immediately notify the County of the
specific demand for, and legal authority for the disclosure, including providing County
with a copy of any notice, discovery demand, subpoena, or order, as applicable,
received by the Contractor, or any Authorized Person, from any government regulatory
authorities, or in relation to any legal proceeding, and (ii) promptly notify the County
E-2
Exhibit E
Data Security
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.
(E) 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.
3. Information Security
(A) The Contractor covenants, represents and warrants to the County that the Contractor's
Use of Personal Information under this Agreement does and will at all times comply with
all applicable federal, state, and local, privacy and data protection laws, as well as all
other applicable regulations and directives, including but not limited to California Civil
Code, Division 3, Part 4, Title 1.81 (beginning with section 1798.80), and the Song-
Beverly Credit Card Act of 1971 (California Civil Code, Division 3, Part 4, Title 1.3,
beginning with section 1747). If 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.
(B) The Contractor covenants, represents and warrants to the County that, as of the
effective date of this Agreement, 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.
(C)Without limiting the Contractor's obligations under section 3(A) 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 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 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)
E-3
Exhibit E
Data Security
employing adequate controls and data security measures, 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) installing and maintaining in all mobile, wireless, or
handheld devices a secure internet connection, having continuously updated
anti-virus software protection and a remote wipe feature always enabled, all of
which 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
and 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.
(D) 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 shall maintain a disciplinary process to
address any unauthorized Use of Personal Information by any Authorized Employees.
(E) 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.
(F) The Contractor shall provide the County with the name and contact information for each
Authorized Employee (including such Authorized Employee's work shift, and at least one
alternate Authorized Employee for each Authorized Employee during such work shift)
who shall serve as the County's primary security contact with the Contractor and shall be
E-4
Exhibit E
Data Security
available to assist the County twenty-four (24) hours per day, seven (7) days per week
as a contact in resolving the Contractor's and any Authorized Persons' obligations
associated with a Security Breach or a Privacy Practices Complaint.
(G)The Contractor shall not knowingly include or authorize any Trojan Horse, back door,
time bomb, drop dead device, worm, virus, or other code of any kind that may disable,
erase, display any unauthorized message within, or otherwise impair any County
computing system, with or without the intent to cause harm.
4. Security Breach Procedures
(A) Immediately upon the Contractor's awareness or reasonable belief of a Security Breach,
the Contractor shall (i) 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 /servicedesk@fresnocountyca.gov (which
telephone number and email address the County may update by providing notice to the
Contractor), and (ii) 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.
(B) Immediately following the Contractor's notification to the County of a Security Breach, as
provided pursuant to section 4(A) 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, or deemed
reasonably necessary by the County, and the Contractor shall provide a written report of
the investigation and reporting required to the Director within 30 days after the
Contractor's discovery of the Security Breach.
(C) 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 that
notification, the Contractor shall promptly address such Privacy Practices Complaint,
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.
E-5
Exhibit E
Data Security
In the event the Contractor discovers a Security Breach, the Contractor shall treat the
Privacy Practices Complaint as a Security Breach. Within 24 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
for that determination.
(D)The Contractor shall take prompt corrective action to respond to and remedy any
Security Breach and take mitigating actions, including but not limiting to, preventing any
reoccurrence of the Security Breach and correcting any deficiency in Security
Safeguards as a result of such incident, all at the Contractor's sole expense, 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 relation to any litigation or other action described section
4(E) of this Exhibit E.
(E) The Contractor agrees to cooperate, at its sole expense, with the County in any litigation
or other action to protect the County's rights relating to Personal Information, including
the rights of persons from whom the County receives Personal Information.
5. Oversight of Security Compliance
(A) 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.
(B) 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, permission to perform an assessment, audit, examination or review of
all controls in 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, physical premises,
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.
(C)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.
E-6
Exhibit E
Data Security
6. 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 of Personal Information. If return or disposal of such Personal Information or copies
of Personal Information is not feasible, the Contractor shall notify the County according,
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 6. The Contractor's obligations under this section 6 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.
7. 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.
8. Indemnity. 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 attorneys' fees and costs, the cost of enforcing any right to
indemnification or defense under this Exhibit E 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 the Contractor's, its officers, employees, or agents, or any Authorized
Employee's or Authorized Person's, performance or failure to perform under this Exhibit E or
arising out of or resulting from the Contractor's failure to comply with any of its obligations under
this section 8. The provisions of this section 8 do not apply to the acts or omissions of the
County. The provisions of this section 8 are cumulative to any other obligation of the Contractor
to, defend, indemnify, or hold harmless any County Indemnitee under this Agreement. The
provisions of this section 8 shall survive the termination of this Agreement.
E-7
Exhibit E
Data Security
9. 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.
10. No Third Party Beneficiary. Nothing express or implied in the provisions of in this Exhibit E
is intended to confer, nor shall anything in this Exhibit E confer, upon any person other than the
County or the Contractor and their respective successors or assignees, any rights, remedies,
obligations or liabilities whatsoever.
11. 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.
E-8
Exhibit F
NO HOSTAGE SITUATIONS
r -
Fresno County
Juvenile Justice Campus
Policy Manual
California Code of Regulations
Subject: Hostage Situations
Policy Number: 326.0
Page: 1 of 2
Date Originated: April 1, 2004
Date Revised: February 1, 2008
It is imperative for the safety and security of all persons within Juvenile Justice Campus (JJC)facilities,
as well as for those in the community, that minors are not allowed to leave the secure confines of the
facilities by the taking of a hostage(s). If successful in securing a release through these means minors
would be much more likely in the future to use this practice again in an attempt to escape the confines
of the facilities. This would put those visiting and working at the JJC at higher level of risk and would
jeopardize the safety of the community if the minor was in fact successful in securing his/herrelease.
The JJC is a "no-hostage" facility. This means that minors will not be released from custody under any
circumstances due to the taking of a hostage(s). Any staff person taken hostage, no matter what their
rank or status, immediately loses their authority and any orders issued by that person will not be followed.
I. HOSTAGE SITUATION PROCEDURES
A. If any minor(s) and/or other person(s) in the facility attempt to hold any person hostage, and
they do not respond to verbal commands to stop staff will immediately notify the Watch
Commander. He/she will respond to the location and assess the situation. If a hostage situation
is in progress the Watch Commander will:
1. Summon assistance from other officers as required.
2. Establish a secure perimeter around the hostage takers and allow no one to pass into it for
any reason without authorization. Risks should not be taken that might allow the taking of
additional hostages.
3. Evacuate all non-essential persons at the scene to a safe location or any housing pod that
is not directly involved in theincident.
4. Direct officers to place minors in uninvolved housing pods in their rooms and have them
remain there until directed otherwise. Minors outside of housing pods will remain in place
under officer supervision until it is safe to return to their respective housing pods or any
housing pod that is not directly involved in the incident.
5. Immediately notify the Director or the Probation Services Manager/Assistant Director in
his/her absence and confer with higher authority as to action to be taken. Administration
in turn will notify theChief.
F-1
Exhibit F
B. The Fresno Sheriff's Dispatch Center(488-3111)will be notified immediately and a request for
a trained hostage negotiator and other emergency personnel will be made as needed. Prior to
the arrival of the Sheriff Department's hostage negotiator the Watch Commander will attempt
to ascertain:
1. The number and identity of both the hostages and hostage takers;
2. Any known weapons possessed by the hostage takers;
3. The demands of the hostagetakers.
C. The Watch Commander will retain and direct departing custody officers, as well as, available
Probation peace officer staff to assist with security and safety needs, as necessary.Additional
Juvenile Correctional Officers should be called in as may be needed to insure the safe and
secure operation of the facility.
D. The Watch Commander will coordinate with the Sheriff's Department all activities taken to
resolve the hostage situation, including the use of appropriate force, and will maintain control
of the facility until relieved of that duty by the presence of a Probation Services
Manager/Assistant Director, Director, or the Chief Probation Officer.
E. Once the hostage situation has been resolved the minors involved should be housed in the
most secure setting available and all appropriate charges should be filed.
F. Each officer and/or non-sworn staff member who was involved or observed the incident will
complete an incident report and if required,the appropriate critical incident evaluation report(s)
regarding the details of the incident prior to the end of his/her shift. (See Incident Report,
located in JAS Probation View, under"Word Templates".)
G. The Watch Commander will prepare a Critical Incident Investigation Report, using the Critical
Incident Evaluation Report - Page 2 report form and the critical incident evaluation report(s)
completed by the reporting persons at the time of the incident.
II. PARENTAL AND MEDIA INFORMATION
A. Attempts will be made at the direction of Administration to reach the families of the hostages
to advise them of the situation. Notification will also be made to the parents of the hostage
takers as deemed appropriate.
B. All media inquiries will be referred to the Chief's office per departmental policy.
III. SECURITY AND OPERATIONAL REVIEW
Once the incident has been resolved a team will be established to conduct a security and operational review of the incident.
The review will be conducted within 2 days of the resolution of the incident. The review team will be comprised of the
facility administrator and/or facility Director, Probation Services Manager/Assistant Director and Supervising Juvenile
Correctional Officers who are relevant to the incident. The team will review the circumstances leading up to the incident
and any necessary corrective action necessary to insure that such an incident does not repeat itself.
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Exhibit G
THE PRISON RAPE ELIMINATION (PREA) ACT
"CONTRACTOR shall comply with all Prison Rape Elimination (PREA)Act standards for juvenile correctional
facilities. Training will be provided by Probation at no charge to CONTRACTOR." "CONTRACTOR will ensure
that all staff assigned to work at the Juvenile Justice Campus (JJC) undergo a pre-employment Live Scan and
criminal background security clearance by the Probation Department at no charge to CONTRACTOR. No
alcoholic beverages/drugs will be brought into any facility. Nor will anyone under the influence of alcoholic
beverages or drugs be allowed inside. In the event of any disturbance inside the facilities, the
CONTRACTOR'S employees will immediately follow the orders of the Facility Administrator or his/her
designees.
CONTRACTOR shall comply with all Probation Department Policies and Procedures. In the event of a dispute
involving COUNTY staff and the contract employee, the on-duty Facility Administrator will have the final
decision." INFORMATION ON THE PRISON RAPE ELIMINATION ACT CAN BE FOUND HERE:
http://www.prearesourcecenter.org
G - 1
Exhibit H
BACKGROUND INVESTIGATIONS AND
IDENTIFICATION (ID) BADGES
Background Investigations
Prior to the beginning of any services, one (1) background check may be required for every member of
the Contractor's personnel providing services to a building location for the life of the agreement. The
background check may be required before access is given to any County facility/property. Clearance will
only be granted after a successful background check, completed by the County of Fresno Sheriff's
Department. Background checks provided by any agency other than the County of Fresno Sheriff's
Department will not be accepted.
The current cost of a background check is $52 per person. This cost will be incurred by the successful
Bidder. One check covering the cost of background checks for all employees shall be made payable to:
Sheriff, County of Fresno. The successful bidder will be notified regarding the result of background
checks. Those that are accepted will report to County of Fresno Security to have their photo taken and ID
badge issued.
Background checks are done on a first-come,first serve basis between the hours of 7:00 a.m and 12:00
noon. Monday through Friday.The process takes approximately 20 minutes time. The amount of time it
takes to receive the result of background checks varies from one day to a month (or longer), dependent
upon the individual'shistory.
Individuals who are cleared through this process are entered into the Department of Justice database.
Their records are flagged and the County of Fresno Sheriff's Department is notified if the person is ever
arrested in the future.
When required by County, applicants' background checks must be approved prior to entering any County
facility. Approval will not be granted to any individual possessing any of the following circumstances:
1. They have been convicted of a felony, or any crime involving moral turpitude, or carrying or
possessing a dangerous weapon.
2. They have ever been charged with a felony or are currently under investigation for a felony.
3. They are charged with or convicted of any crime committed in or at a correctional institution.
4. They are currently on parole or probation or are a sentenced inmate at any correctional facility.
5. They have been refused a license as a private investigator or had such license revoked.
6. They have fraudulently represented themselves, their credentials, their employment or their
criminal or arrest record on theirapplication.
7. Make omissions or false statements ontheir application.
8. They have no valid reason for entering a facility.
9. Their admission into a facility could represents a threat to security, staff or inmate safety.
10. Further information regarding the criteria for background check clearance, including an appeal for
process for someone who may be denied clearance is available upon request.
H - 1
Exhibit H
Identification (ID) Badges
The successful bidder's employees will be issued a badge that must be worn and be visible at all times
during performance of work in any County building to identify the wearer as an individual who is authorized
to enter County facilities.
1. ID badges will be given only after successfully completing the background investigation. ID badges
will be issued when the photo is taken. If electronic access to any County facility is required,
activation of the badge may take an additional 48 hours to complete.
2. The successful Bidder shall pay $11.99 per individual badge by submitting one check covering the
cost for all the Bidder's employees made payable to: County of Fresno, Security.
3. Costs for ID badges are established by County Auditor and fluctuate annually, therefore the cost of
obtaining a new ID badge for a Bidder's new employee may not remain the same throughout the
contract term.
4. The wearer will not escort or bring any other individuals into any County facilities. County issued ID
badges are for the exclusive use of the individual named and pictured on the badge.
5. All ID badges will remain the property of the County and are returnable upon demand or upon the
expiration of the contract. The successful Bidder will be responsible for collecting all ID badges
issued and turning them in to the County Security Office when a contract ends or when an employee
leaves employment. The Bidder will assumes—all responsibility for their employee's use of and the
return of the County ID badges.
6. The ID badges will only be issued to individuals passing the Background check. Each individual will
need to present themselves in person with a valid, clean, and legible copy of a Driver's license or
State issued Identification Card to receive an ID badge.
H - 2