HomeMy WebLinkAboutCentralSquare Technologies LLC-Licensing Maintenance and Support of CentralSquare Enterprise CAD Software System_A-24-225.pdf c°iJ County of Fresno Hall of Records,Room 301
2281 Tulare Street
Fresno,California
Board of Supervisors 93721-2198
0 1856 0 Telephone:(559)600-3529
FRES Minute Order Toll Free: 1-800-742-1011
www.fresnocou ntyca.gov
May 21, 2024
Present: 5- Supervisor Steve Brandau,Chairman Nathan Magsig,Vice Chairman Buddy Mendes,
Supervisor Brian Pacheco,and Supervisor Sal Quintero
Agenda No. 37. Internal Services File ID:24-0464
Re: Make a finding that it is in the best interest of the County to suspend the competitive bidding process
consistent with Administrative Policy No. 34 for unusual or extraordinary circumstances,as Central
Square Technologies, LLC is the only vendor able to provide licensing,maintenance,and support for
its proprietary CentralSquare Enterprise CAD software system;and Approve and authorize the
Chairman to execute a retroactive Agreement with Central Square Technologies,LLC for the licensing,
maintenance,and support of the CentralSquare Enterprise CAD software system,effective February
12,2024, not to exceed five consecutive years,which includes a three-year base contract and two
optional one-year extensions,total not to exceed$2,087,227
APPROVED AS RECOMMENDED
Ayes: 5- Brandau, Magsig, Mendes, Pacheco,and Quintero
Agreement No.24-225
County of Fresno Page 40
co
Board Agenda Item 37
DATE: May 21, 2024
TO: Board of Supervisors
SUBMITTED BY: Edward Hill, Chief Operating Officer/Interim Director of Internal Services/Chief
Information Officer
David Luchini, RN, PHN, Director, Department of Public Health
SUBJECT: Agreement with Central Square Technologies, LLC for CentralSquare Enterprise
CAD Software System.
RECOMMENDED ACTION(S):
1. Make a finding that it is in the best interest of the County to suspend the competitive
bidding process consistent with Administrative Policy No. 34 for unusual or extraordinary
circumstances, as Central Square Technologies, LLC is the only vendor able to provide
licensing, maintenance, and support for its proprietary CentralSquare Enterprise CAD
software system; and
2. Approve and authorize the Chairman to execute a retroactive Agreement with Central
Square Technologies, LLC for the licensing, maintenance, and support of the CentralSquare
Enterprise CAD software system, effective February 12, 2024, not to exceed five
consecutive years,which includes a three-year base contract and two optional one-year
extensions, total not to exceed $2,087,227.
There is no additional Net County Cost associated with the recommended actions,which will allow the
Fresno County Department of Public Health (DPH), Emergency Medical Services Communications Center
(EMSCC)to continue to use Central Square Technologies, LLC's (Central Square)CentralSquare
Enterprise CAD software to provide for Emergency Medical Services (EMS)dispatch services to the county.
This item is countywide.
ALTERNATIVE ACTION(S):
Should your Board not approve the recommended actions, the DPH, EMSCC will not be able to provide EMS
dispatch services to the County. Your Board may direct staff to issue a competitive bid for a new EMS
dispatch system; however, changing to a new vendor would result in increased costs and delay, due to the
transition, implementation, data conversion, and training for a new software.
SUSPENSION OF COMPETITION/SOLE SOURCE CONTRACT:
The Internal Services Department, Information Technology Division's (ISD-IT) request, on behalf of DPH, to
suspend the competitive bidding process is consistent with Administrative Policy No. 34 under the "unusual
or extraordinary circumstances"exception, as Central Square is the only vendor with the ability to provide
both licensing, maintenance, and support for its proprietary EMS dispatch software.The DPH EMSCC has
been utilizing Central Square's solution since 1993. While there are other vendors who offer EMS dispatch
systems, changing to a new vendor would result in increased costs and delay due to the transition,
implementation, and data conversion to a new software.Transition to a new software would also require the
County of Fresno page 1 File Number.24-0464
File Number.24-0464
County to pay for both old and new systems running concurrently until the transition is complete. The
Internal Services Department, Purchasing Division (ISD-Purchasing)concurs with the request to suspend
the competitive bidding process.
RETROACTIVE AGREEMENT:
The recommended agreement is retroactive to February 12, 2024, due to the length of time required to
prepare the agreement, and have it approved by Central Square, and due to extended contract negotiations
regarding the County's insurance terms, specifically the Technology Professional Liability, Cyber Liability,
and the terms of the Data Security Exhibit. The vendor has also requested a limitation on liability, which is a
standard request for software agreements.
FISCAL IMPACT:
There is no increase in Net County Cost associated with the recommended actions. The maximum amount
payable under the potential five-year term is$2,087,227. Sufficient appropriations and estimated revenues
are included in the Department of Public Heath Org 5620 FY 2023-2024 Adopted Budget and will be
included in subsequent annual budget requests.
DISCUSSION:
The DPH EMSCC is a regional dispatch center, responsible for the management and dispatch of all
ambulance and fire equipment requests in Fresno, Kings, Tulare, and Madera Counties. The overall
coordination of ambulance, fire resources, and emergency requests are accomplished with a
state-of-the-art dispatch computer system, a product of Central Square, which has been used at the
EMSCC since 1993. Central Square has consistently met the expectations of DPH and its products
continue to evolve with the needs of the EMSCC.
On February 12, 2019, your Board approved Agreement No. 19-075 with Tritech Software Systems
(TriTech), which has since been merged with other companies to become Central Square. The agreement
provided 24-hour/7-day a week support, licenses, interfaces, and modules for VisiCAD, renamed to
CentralSquare Enterprise CAD software. The CentralSquare Enterprise CAD system handles the EMS and
fire request call volume and has been modified to meet the local needs of the EMSCC, integrating with
system-wide GPS, computer assisted dispatch to computer assisted dispatch links and records
management systems, hospital communication systems, and the County's radio and paging system.
The recommended agreement has a potential five-year term which includes a three-year base term and two
optional one-year extensions.Total maximum compensation for the initial term of the agreement is
$1,212,678. If the agreement is extended into.years four and five, the total maximum compensation will
increase to$1,642,946 and $2,087,227, respectively.The total maximum compensation over the potential
five-year agreement includes $1,337,227 for licensing, maintenance, and support, as well as $750,000 for
additional as needed services.
Approval of the first recommend action will suspend the competitive bidding process as Central Square is
the only vendor able to provide licensing, maintenance, and support services for its proprietary software, and
changing to a new software system would cause the County to incur increased costs and man hours due to
the acquiring, implementing, and transitioning to new software. Approval of the second recommended action
will allow DPH to continue to use Central Square's CentralSquare Enterprise CAD software to continue to
provide EMS dispatch services to the County.
The recommended agreement with Central Square deviates from the County's standard language as it
incorporates a limitation of liability, limiting the Contractor's total liability in aggregate to the total amount of
fees paid by the County to the Contractor in the last 24 months. The County and the Contractor shall not be
County of Fresno page 2 File Number:24-0464
File Number:24-0464
responsible to each other for indirect, incidental, punitive, exemplary, liquidated, or consequential damages
of any kind including but not limited to, replacement costs, and neither party shall be liable to the other party
for losses of profit, revenue, income, business, anticipated savings, data, and reputation, and more
generally, any losses of an economic or financial nature. The Human Resources Department-Risk
Management Division has reviewed the provisions and recommends the agreement not include this
limitation of liability language; however, the DPH and ISD-IT believe that the risks associated with these
changes are an acceptable business risk.
REFERENCE MATERIAL:
BAI #32, February 12, 2019
ATTACHMENTS INCLUDED AND/OR ON FILE:
Suspension of Competition
On file with Clerk-Agreement with Central Square
CAO ANALYST:
Ahla Yang
County of Fresno Page 3 File Number.24-0464
Soo
Email Me]
r Suspension of Competition Acquisition Request Double click!
Q' 85�0
1. Fully describe the product(s) and/or service(s) being requested.
The County of Fresno Internal Services Department Information Technology Division on behalf of the Department of
Public Health, Fresno County Emergency Medical Services Communications Center(EMSCC)desires to enter
into another three-year agreement with two optional one-year extensions with Centralsquare Technologies, LLC,
for the continued use of CentralSquare Enterprise CAD software emergency dispatch system.
2. Identify the selected vendor and contact person; include the address, phone number and e-mail address for each.
CENTRALSQUARE TECHNOLOGIES, LLC
1000 BUSINESS CENTER DRIVE
LAKE MARY, FL 32746-5585
Christian Pekarek-christian.pekarek@centralsquare.com; Steve Castle-stephen.castle@centralsquare.com 407-514-
9178
3. What is the total cost of the acquisition? If an agreement, state the total cost of the initial term and the amounts for
potential renewal terms.
The initial 3-year term is $1,212,678. If the agreement is extended into year 4 the agreement will increase to
$1,642,946. If the agreement is extended into year 5 the agreement will increase to $2,087,227.
4. Identify the unique qualities and/or capabilities of the service(s) and/or product(s)that qualify this as a Suspension of
Competition acquisition.
The CentralSquare Enterprise CAD software system is used for the emergency dispatching of 911 requests for
emergency medical and fire incidents. This system has been used in the Fresno County EMSCC since 1993 and
is integrated throughout the four-county EMS system, Fresno, Kings, Tulare, and Madera. CentralSquare
Enterprise CAD software has been modified and perfected to meet the local needs of our EMS system.The
emergency dispatch system is proprietary to Centralsquare Technologies, LLC and there are no other vendors
able to provide licensing, maintenance, and support services for their proprietary system. While there are other
vendors who offer EMS systems changing to a new system would offset any cost savings the County receives by
continuing to utilize Centralsquare Technologies, LLC. Not only would the transition to a new software include the
cost for implementation of a new system, inclusive of the software and an increase in staff time in association
with the transition, implementation, and data conversion to the new software, but would additionally require the
County to pay for both old and new systems to run concurrently
5. Identify from Administrative Policy#34 what circumstances constitute a Suspension of Competition.
❑ In an emergency when goods or services are immediately necessary for the preservation of the public health,welfare,or safety,or for the
protection of County property.
❑When the contract is with a federal,state,or local governmental agency.
❑When the department head,with the concurrence of the Purchasing Agent,finds that the cost of preparing and administering a competitive
bidding process in a particular case will equal or exceed the estimated contract amount or$5,000 whichever is more.
❑When a contract provides only for payment of per diem and travel expenses and there is to be no payment for services rendered.
❑When obtaining the services of expert witnesses for litigation or special counsel to assist the County.
®When in unusual or extraordinary circumstances,the Board of Supervisors or the Purchasing Agent/Purchasing Manager determines that
the best interests of the County would be served by not securing competitive bids or issuing a request for proposal.
6. Explain why the unique qualities and/or capabilities described above are essential to your department.
The CentralSquare Enterprise CAD software system is used for the emergency dispatching of 911 requests for
emergency medical and fire incidents. This system has been used in the Fresno County EMSCC since 1993 and is
integrated throughout the four-county EMS system, Fresno, Kings, Tulare, and Madera. While this system is only one
of a few dispatch systems that can handle the call volume of our EMS and fire requests, this system has been
modified and perfected to meet the local needs of our EMS system, The Emergency dispatch system integrates with
the system-wide GPS system, cad to cad links between other emergency dispatch centers, several fire departments
records management systems, hospital communications systems, and the County's radio and paging system, The
emergency dispatch system works well and is the most important tool in the EMS system.
7. Provide a comprehensive explanation of the research done to verify that the recommended vendor is the only vendor
with the unique qualities and/or capabilities stated above. Include a list of all other vendors contacted, what they were
asked, and their responses.
E-PD-048 (Rev 07/2021)
The emergency dispatch system is proprietary to Centralsquare Technologies, LLC and there are no other vendors
authorized to provide licensing, maintenance, and support services on their proprietary system. While there are
other vendors who offer EMS systems changing to a new system would offset any cost savings the County
receives by continuing to utilize Centralsquare Technologies, LLC. Not only would the transition to a new
software include the cost for implementation of a new system, inclusive of the software and an increase in staff
time in association with the transition, implementation, and data conversion to the new software, but would
additionally require the County to pay for both old and new systems to run concurrently.
Deputy Director-
ematthews 3/8/2024 9:53:37 AM Information Technology [a Sign] Double click!
Requested By: Title
1 approve this request to suspend competition for the service(s) and/or product(s) identified herein.
rbash 3/13/2024 11:11:11 AM [a Sign] Double dick!
Department Head Signature
mvilanova 3/18/2024 9:17:04 AM [a Sign] Double click!
Purchasing Manager Signature
E-PD-048 (Rev 07/2021)
Agreement No. 24-225
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated May 21, 2024 and is between
3 CentralSquare Technologies, LLC, a Delaware Limited Liability Company ("Contractor"), and the
4 County of Fresno, a political subdivision of the State of California ("County").
5 Recitals
6 A. The County has a need for maintenance and support for its CentralSquare Enterprise
7 CAD software system ("Software"), which is used to support The Fresno County Emergency
8 Medical Services (EMS) Communications Center with the dispatch of all ambulance and fire
9 requests in Fresno, Kings, Tulare, and Madera Counties.
10 B. The County previously entered into Agreement A-19-075 for a 3-year term with two
11 option one-year renewals via a sole source agreement for the maintenance and support of the
12 CentralSquare Enterprise CAD software system, as it has been in use since 1993.
13 C. The County desires to enter into an agreement through a suspension of competition with
14 the Contractor for the continued provision of licensing, maintenance, and support for the
15 CentralSquare Enterprise CAD software system.
16 The parties therefore agree as follows:
17 Article 1
18 Contractor's Services
19 1.1 Scope of Services. The Contractor shall perform all of the services provided in
20 Exhibit A to this Agreement.
21 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
22 able to perform all of the services provided in this Agreement.
23 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
24 applicable federal, state, and local laws and regulations in the performance of its obligations
25 under this Agreement, including but not limited to workers compensation, labor, and
26 confidentiality laws and regulations.
27 1.4 License Term. The Software licenses detailed on Exhibit B were originally sold via
28 perpetual licensing. As such, the licensing terms stated herein are a continuation of the original
1
1 license. County has been granted a nontransferable, nonexclusive right to use the Software
2 stated in Exhibit B for the County's own internal use. Additional Software licenses purchased
3 after the execution of this Agreement shall also be licensed in accordance with the provisions of
4 this Section. County shall not use, copy, rent, lease, sell, sublicense, modify, create derivative
5 works from/of, or transfer any Software, or permit others to do said acts, except as provided in
6 this Agreement. Any such unauthorized use shall be void and may result in immediate and
7 automatic termination of the applicable license. In such event, County shall not be entitled to a
8 refund of any license fees paid. Notwithstanding, County shall be entitled to use Software at the
9 applicable location to provide services for itself and other affiliated governmental agencies
10 under the County's purview, provided that the Software is installed and operated at only one
11 physical location. The Software license granted in this Agreement or in connection with it are for
12 object code only and do not include a license or any rights to source code whatsoever.
13 1.5 Application Programming Interface "API". If the County has purchased any
14 Application Programming Interface ("API") license or subscription, County may use such API for
15 County's own internal use to develop interfaces which enable interfacing with the applicable
16 Software purchased herein. The development and use of such interfacing applications is
17 specifically permitted under the use granted herein and shall not be deemed derivative works
18 provided that they are not, in fact, derived from the Software or the ideas, methods of operation,
19 processes, technology, or know-how implemented therein. Other than the usage rights granted
20 herein, County shall not acquire any right, title, or interest in the Software or API by virtue of the
21 interfacing of such applications, whether as joint owner, or otherwise. Should County desire to
22 provide or share the API to a third-party, the third-party must enter into an API Access
23 Agreement by and between the third-party and Contractor directly to govern the usage rights
24 and restrictions of the applicable API.
25 1.6 Coordination of Work. Contractor shall coordinate all work with County to minimize
26 any interruptions to the normal operation of County operations, through the appointee as
27 identified in Section 2.1 of this Agreement below.
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2
1 1.7 Infringement. Contractor further represents and warrants that it has the right to
2 grant the licenses granted to the County hereunder and that the services provided under this
3 Agreement do not infringe upon or violate the United States patent of rights of any third party
4 and do not infringe upon or violate the copyright, or trade secret right of any third party. This
5 Section survives the termination of this agreement.
6 1.8 Viruses & Disabling Mechanisms. Contractor shall use commercially reasonable,
7 diligent measures to screen the licensed programs provided under this Agreement to avoid
8 introducing, or coding of, any virus or other destructive programming designed to permit
9 unauthorized access or use by third parties to the software installed on the County's systems, or
10 to disable or damage the County's systems (each, a "Virus"). Without limiting the rights and
11 remedies of the County, in the event any Virus is introduced into the County's systems through
12 any of the licensed programs provided under this Agreement, whether or not such introduction
13 is attributable to the Contractor(including the Contractor's failure to perform its obligations
14 under this Agreement), the Contractor shall, as soon as practicable, use its diligent,
15 commercially reasonable efforts to assist the County in eliminating the effects of the Virus, and if
16 the Virus causes a loss of operational efficiency or loss of data, and upon the County's request,
17 Contractor will, diligently work as soon as practicable to contain and remedy the problem and
18 to restore lost data resulting from the introduction of such Virus. Contractor shall not insert into
19 any of the licensed programs provided in this Agreement any code or other device that would
20 have the effect of disabling or otherwise shutting down all or any portion of the licensed
21 programs. Contractor shall not invoke such code or other device at any time, including upon
22 expiration or termination of this Agreement for any reason. This section survives the termination
23 of this Agreement.
24 1.9 ADA Compliance. Contractor's Products and Services shall be in compliance with
25 the Americans with Disabilities Act of 1990 (ADA), and said compliance shall be the sole
26 responsibility of the Contractor. Contractor shall indemnify, defend, and hold the County
27 (including its officers, agents, employees, and volunteers) harmless from liability of any nature
28 or kind, including damages, costs and expenses (including attorney's fees and costs) arising
3
1 from the Contractor's non-compliance with the ADA, including non-compliance with ADA
2 Section 508 of the Rehabilitation Act of 1973. This section survives the termination of this
3 Agreement.
4 1.10 Support and Maintenance. Contractor shall provide ongoing support and
5 maintenance for the Software listed in Exhibit B in accordance with Exhibit A for the term of this
6 Agreement.
7 Article 2
8 County's Responsibilities
9 2.1 County Contractor Administrator. The County appoints the Director of Internal
10 Services/Chief Information Officer ("CIO"), or his or her designee, as the County's Contract
11 Administrator with full authority to deal with the Contractor in all matters concerning this
12 Agreement.
13 2.2 Safeguarding System Software. The County will follow its present practices to
14 safeguard System Software delivered to the County by the Contractor. A copy of the County's
15 "Information Technology (IT) Standards and Preferences" will be made available upon request.
16 2.3 Backup and Recovery Management. The CentralSquare Enterprise CAD software
17 System requires a backup agent to run on the County's server. The County utilizes a backup
18 and recovery system written and maintained by Commvault Systems ("Commvault"). As such,
19 the County will provide the Contractor with an account with appropriate administrative rights to
20 administer the application. The account password is expected to periodically expire.
21 In order for the CentralSquare Enterprise CAD software to run on County-supported
22 servers, the software must not require the users to have administrative rights on the County-
23 supported servers.
24 2.4 Facility Maintenance. County will at its own expense provide and maintain all
25 necessary labor and materials for site preparation, electrical services, and cabling required for
26 CentralSquare Enterprise CAD System operation. County shall receive the CentralSquare
27 Enterprise CAD System Software and will follow instructions provided by the Contractor to load
28 it on County's System Hardware to prepare the CentralSquare Enterprise CAD System for
4
1 processing and maintain the site in accordance with the Contractor's recommended
2 requirements.
3 2.5 System Hardware and System Software. County will at its own expense provide
4 and properly maintain and update on an on-going basis all necessary County system software
5 and County system hardware required to operate CentralSquare Enterprise CAD software. Said
6 County system software and County system hardware shall meet or exceed the Contractor's
7 recommendations which are set forth in the Contractor's System Planning Document which may
8 be updated as the Contractor releases updates and upgrades to its System Software
9 2.6 County CAD Manager. Upon execution of this Agreement, County's Contract
10 Administrator shall designate one individual from ITSD who will function as the central point of
11 contact (CAD Manager)with responsibility for day-to-day management of the CAD. The CAD
12 Manager and County personnel shall have the necessary and appropriate training and
13 experience to implement the terms of this Agreement. The County acknowledges the
14 Contractor's reliance on same.
15 2.7 Contractor Access. The County will ensure that the Contractor's consultants have
16 access to County's network and systems as required during County's normal business hours,
17 which is 8AM to 5PM Monday through Friday, except for County holidays or when the Office of
18 the Clerk of the Board of Supervisors is officially closed to the public. County grants Contractor
19 the ability to provide remote virtual private network ("VPN") diagnostics and support in
20 accordance with Exhibit C. County will provide any required software, hardware, and equipment
21 necessary for Contractor VPN support.
22 Article 3
23 Compensation, Invoices, and Payments
24 3.1 Compensation. The County agrees to pay, and the Contractor agrees to receive,
25 compensation for the performance of its services under this Agreement as described in Exhibit
26 B to this Agreement.
27 3.2 Maximum Compensation. Pursuant to Article 4 of this Agreement, the term of this
28 Agreement for a three-year term, with two, optional 12-month extension periods. The total
5
1 maximum compensation payable to the Contractor during the initial term of this Agreement is
2 $1,212,678. If this Agreement is extended for the first additional year as provided in Article 4,
3 below, the total maximum compensation payable to the Contractor under this Agreement will
4 increase to $1,642,946. If this Agreement is extended for the second additional year as provided
5 in Article 4, below, the total maximum compensation payable to the Contractor for the
6 Contractor Products and Services will increase to $2,087,227. The total maximum
7 compensation includes $1,337,227 for licensing, maintenance, and support over the potential 5-
8 year term of this Agreement, as well as $750,000 for additional services, for the entire potential
9 5-year term of this Agreement In the event the total maximum compensation amount in the
10 Initial Term, and Year 4 is not fully expended, the remaining unspent funding amounts shall roll
11 over to each subsequent term's established maximum compensation.
12 The Contractor acknowledges that the County is a local government entity and does so with
13 notice that the County's powers are limited by the California Constitution and by State law, and
14 with notice that the Contractor may receive compensation under this Agreement only for
15 services performed according to the terms of this Agreement and while this Agreement is in
16 effect, and subject to the maximum amount payable under this section. The Contractor further
17 acknowledges that County employees have no authority to pay the Contractor except as
18 expressly provided in this Agreement.
19 3.3 Contractor Products and Services. The Contractor Software maintenance and
20 support are purchased by County as annual renewals. Additional Contractor products and
21 services, which may include but is not limited to, licenses, modules, features, may be added,
22 during the Term (as described in Section 4.1 below), determined necessary by the Contract
23 Administrator.
24 3.4 Annual Fees. Annual support and maintenance fees (as identified in Exhibit B) are
25 due for the first year of the Agreement, and then annually thereafter, and at the beginning of any
26 extended term, within forty-five (45) days of receipt of invoice. Exhibit B of this Agreement also
27 identifies the list of products and services used in this Agreement.
28
6
1 3.5 Ordering Products and Services. The Parties may execute one or more Order or
2 amendment, as applicable, related to the sale and purchase of the Contractor's products and
3 services. Each Order or amendment will include an itemized list of the Contractor products and
4 services for such Contractor products and services. Each Order or amendment must, generally,
5 be signed by the Parties. Each Order shall be governed by this Agreement regardless of any
6 pre-printed legal terms on each Order. Additional product and services, which include but are
7 not limited to subscriptions, licensing, modules, maintenance, support, and professional
8 services may be ordered through the execution of an Order or amendment agreed to by the
9 County, and if the cost does not exceed the total maximum compensation for the Agreement (as
10 described in Section 3.2).
11 3.6 Invoices. The Contractor shall submit invoices to the County of Fresno, Internal
12 Services Department, Attention: Business Office, 333 W. Pontiac Way, Clovis, CA 93612,
13 isdbusinessoffice(a),fresnocountyca.gov.
14 3.7 Payment. The County shall pay each correctly completed and timely submitted
15 invoice within 45 days after receipt. The County shall remit any payment to the Contractor's
16 address specified in the invoice.
17 3.8 Incidental Expenses. The Contractor is solely responsible for all of its costs and
18 expenses that are not specified as payable by the County under this Agreement.
19 Article 4
20 Term of Agreement
21 4.1 Term. This Agreement is effective on February 12, 2024, and terminates on
22 February 11, 2027, except as provided in section 4.2, "Extension," or Article 6, "Termination and
23 Suspension," below.
24 4.2 Extension. The term of this Agreement may be extended for no more than two (2),
25 one-year periods only upon the written approval of both parties at least 30 days before the first
26 day of the next one-year extension period. The Director of Internal Services/Chief Information
27 Officer or his or her designee is authorized to sign the written approval on behalf of the County
28 based on the Contractor's satisfactory performance. The extension of this Agreement by the
7
1 County is not a waiver or compromise of any default or breach of this Agreement by the
2 Contractor existing at the time of the extension whether or not known to the County.
3 Article 5
4 Notices
5 5.1 Contact Information. The persons and their addresses having authority to give and
6 receive notices provided for or permitted under this Agreement include the following:
7
For the County:
8 Director of Internal Services/Chief Information Officer
County of Fresno
9 333 W. Pontiac Way
Clovis, CA 93612
10 isdcontracts aa�fresnocountyca.gov
11 For the Contractor:
Legal/Contracts
12 CentralSquare Technologies, LLC
1000 Business Center Drive
13 Lake Mary, FL 32746 Legal(a)CentralSqua re.com
14
5.2 Change of Contact Information. Either party may change the information in section
15
5.1 by giving notice as provided in section 5.3.
16
5.3 Method of Delivery. Each notice between the County and the Contractor provided
17
for or permitted under this Agreement must be in writing, state that it is a notice provided under
18
this Agreement, and be delivered either by personal service, by first-class United States mail, by
19
an overnight commercial courier service, by telephonic facsimile transmission, or by Portable
20
Document Format (PDF) document attached to an email.
21
(A) A notice delivered by personal service is effective upon service to the recipient.
22
(B) A notice delivered by first-class United States mail is effective three County
23
business days after deposit in the United States mail, postage prepaid, addressed to the
24
recipient.
25
(C)A notice delivered by an overnight commercial courier service is effective one
26
County business day after deposit with the overnight commercial courier service,
27
delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
28
the recipient.
8
1 (D)A notice delivered by PDF document attached to an email is effective when
2 transmission to the recipient is completed (but, if such transmission is completed outside
3 of County business hours, then such delivery is deemed to be effective at the next
4 beginning of a County business day), provided that the sender maintains a machine
5 record of the completed transmission.
6 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
7 nothing in this Agreement establishes, waives, or modifies any claims presentation
8 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
9 of Title 1 of the Government Code, beginning with section 810).
10 Article 6
11 Termination and Suspension
12 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
13 contingent on the approval of funds by the appropriating government agency. If sufficient funds
14 are not allocated, then the County, upon at least 30 days' advance written notice to the
15 Contractor, may:
16 (A) Modify the services provided by the Contractor under this Agreement; or
17 (B) Terminate this Agreement.
18 6.2 Termination for Breach.
19 (A) Upon determining that a breach (as defined in paragraph (C) below) has
20 occurred, the County may give written notice of the breach to the Contractor. The written
21 notice may suspend performance under this Agreement, and must provide at least 30
22 days for the Contractor to cure the breach.
23 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
24 time stated in the written notice, the County may terminate this Agreement immediately.
25 (C) For purposes of this section, a breach occurs when, in the determination of the
26 County, the Contractor has:
27 (1) Obtained or used funds illegally or improperly;
28 (2) Failed to comply with any part of this Agreement;
9
1 (3) Submitted a substantially incorrect or incomplete report to the County; or
2 (4) Improperly performed any of its obligations under this Agreement.
3 6.3 Termination without Cause. In circumstances other than those set forth above, the
4 County CIO may terminate this Agreement by giving at least 30 days advance written notice to
5 the Contractor.
6 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
7 under this Article 6 is without penalty to or further obligation of the County.
8 6.5 County's Rights upon Termination. Upon termination for breach under this Article
9 6, the County may demand repayment by the Contractor of any monies disbursed to the
10 Contractor under this Agreement that, in the County's sole judgment, were not expended in
11 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
12 demand. This section survives the termination of this Agreement.
13 6.6 Contractor's Termination for Breach. Contractor may terminate this Agreement for
14 a material breach of this Agreement which includes County's failure to pay undisputed amounts
15 more than (120) days, and only after delivery of written thirty (30) days' notice to County of
16 Contractor's intention to terminate for breach.
17 6.7 Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to
18 this Agreement (each, a "Dispute"), including the breach described in this Article, termination, or
19 validity thereof, shall be resolved as follows:
20 (A) Good Faith Negotiations. The Parties agree to send written notice to the other
21 Party of any Dispute ("Dispute Notice"). After the other Party receives the Dispute
22 Notice, the Parties agree to undertake good faith negotiations to resolve the dispute.
23 Each Party shall be responsible for its associated travel and other related costs, as
24 applicable.
25 (B) Escalation to Mediation. If the Parties cannot resolve any Dispute through good
26 faith negotiations, the dispute will be escalated to non-binding mediation, with the Parties
27 acting in good faith to select a mediator and establishing the mediation process. The
28 Parties agree the mediator's fees and expenses, and the mediator's costs incidental to
10
1 the mediation, will be shared equally between the Parties. The Parties shall bear their
2 own fees, expenses, and costs.
3 (C) Confidential Mediation. The Parties further agree all written and oral offers,
4 promises, conduct, and statements made in the course of the mediation are confidential,
5 privileged, and inadmissible for any purpose in any litigation, arbitration, or other
6 proceeding involving the Parties. However, evidence that is otherwise admissible of
7 discoverable shall not be rendered inadmissible or non-discoverable as a result of its
8 use in the mediation.
9 (D) Litigation. If the Parties cannot resolve a Dispute through non-binding
10 mediation, then once an impasse is declared by the mediator either Party may pursue
11 litigation in a court of competent jurisdiction.
12 Article 7
13 Independent Contractor
14 7.1 Status. In performing under this Agreement, the Contractor, including its officers,
15 agents, employees, and volunteers, is at all times acting and performing as an independent
16 contractor, in an independent capacity, and not as an officer, agent, servant, employee,joint
17 venturer, partner, or associate of the County.
18 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
19 manner or method of the Contractor's performance under this Agreement, but the County may
20 verify that the Contractor is performing according to the terms of this Agreement.
21 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no
22 right to employment rights or benefits available to County employees. The Contractor is solely
23 responsible for providing to its own employees all employee benefits required by law. The
24 Contractor shall save the County harmless from all matters relating to the payment of
25 Contractor's employees, including compliance with Social Security withholding and all related
26 regulations.
27 7.4 Services to Others. The parties acknowledge that, during the term of this
28 Agreement, the Contractor may provide services to others unrelated to the County.
11
1 Article 8
2 Indemnity and Defense
3 8.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
4 County (including its officers, agents, employees, and volunteers) against all claims, demands,
5 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
6 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
7 the performance or failure to perform by the Contractor (or any of its officers, agents,
8 subcontractors, or employees) under this Agreement. The County may conduct or participate in
9 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or
10 defend the County. Contractor shall not be required to required to indemnify County for any
11 claims, demands, injuries, damages, costs, expenses (including attorney fees and costs), fines,
12 penalties, and liabilities of any kind caused to the extent of the negligence or wrongful act of
13 County, its officers, agents, employees, or volunteers. If a claim, demand, injury, damage, cost,
14 expense (including attorney fees and costs), fine, penalties, or liability of any kind results from or
15 is contributed to by the actions or omissions of County, its officers, agents, employees, or
16 volunteers,
17 8.2 LIABILITY. NOTWITHSTANDING WITHIN THIS AGREEMENT TO THE
18 CONTRARY, AND REGARDLESS OF THE NUMBER OF LOSSES, WHETHER IN
19 CONTRACT, EQUITY, STATUTE, TORT, NEGLIGENCE, OR OTHERWISE:
20 (A) NEITHER PARTY SHALL HAVE LIABILITY TO THE OTHER PARTY FOR ANY,
21 INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, LIQUIDATED, OR
22 CONSEQUENTIAL DAMAGES OF ANY KIND INCLUDING BUT NOT LIMITED TO,
23 REPLACEMENT COSTS, AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER
24 PARTY FOR LOSSES OF PROFIT, REVENUE, INCOME, BUSINESS, ANTICIPATED
25 SAVINGS, DATA, AND REPUTATION, AND MORE GENERALLY, ANY LOSSES OF
26 AN ECONOMIC OR FINANCIAL NATURE, REGARDLESS OF WHETHER SUCH
27 LOSSES MAY BE DEEMED AS CONSEQUENTIAL OR ARISING DIRECTLY AND
28 NATURALLY FROM THE INCIDENT GIVING RISE TO THE CLAIM, AND
12
1 REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE OR WHETHER
2 EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES;
3 AND
4 (B) CONTRACTOR'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION
5 WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT(S) ACTUALLY PAID
6 BY COUNTY TO CONTRACTOR HEREUNDER FOR THE LAST TWENTY-FOUR (24)
7 MONTHS PRIOR TO THE DATE THE CLAIM AROSE.
8 8.3 Survival. This Article 8 survives the termination of this Agreement.
9 Article 9
10 Insurance
11 9.1 The Contractor shall comply with all the insurance requirements in Exhibit D to this
12 Agreement.
13 Article 10
14 Ownership of Data
15 10.1 Ownership of Data. The parties acknowledge and agree that all the County's data
16 (Data), is and shall remain the exclusive property of the County. The Contractor acknowledges
17 that in performing its obligations under the Agreement it may have access to the County's
18 networks and Data. The Contractor shall use and access such Data only as necessary for the
19 purpose of providing the services and supporting the CentralSquare Enterprise CAD software
20 as agreed.
21 10.2 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 CentralSquare
23 Enterprise CAD System Software, system documentation and all other materials provided to
24 County by the Contractor under the terms of this Agreement shall remain with the Contractor.
25 County will take reasonable steps to protect trade secrets (as defined in Government Code
26 Section 7924.510(f)) of the System Software and System Documentation, and which are
27 identified as such by the Contractor. County may not disclose or make available to third parties
28 the System Software or System Documentation or any portion thereof, unless otherwise
13
1 required by court order. The Contractor shall own all right, title and interest in and to all
2 corrections, modifications, enhancements, programs, and work product conceived, created or
3 developed, alone or with County or others, as a result of or related to the performance of this
4 Agreement, including all proprietary rights therein and based thereon.
5 10.3 Data Sources. Data uploaded into Contractor Products and Services must be
6 brought in from County sources (interactions with end users and opt-in contact lists). County
7 cannot upload purchased contact information into Contractor Products and Services without
8 Contractor's written permission, which shall not be unreasonably withheld or delayed, and
9 professional services support for list cleansing. Contractor understands and acknowledges,
10 however, that County is a government agency and intends to use Contractor for the purpose of
11 publishing information required by law to be available to the public.
12 Article 11
13 Confidentiality & Data Security
14 11.1 Confidentiality. The County and the Contractor may have access to information that
15 the other considers to be a trade secret as defined in California Government Code section
16 7924.510(f).
17 11.2 Each party shall use the other's Information only to perform its obligations under, and
18 for the purposes of, the Agreement. Neither party shall use the Information of the other Party for
19 the benefit of a third party. Each Party shall maintain the confidentiality of all Information in the
20 same manner in which it protects its own information of like kind, but in no event shall either
21 Party take less than reasonable precautions to prevent the unauthorized disclosure or use of the
22 Information.
23 11.3 The Contractor shall not disclose the County's data except to any third parties as
24 necessary to operate the Contractor Products and Services (provided that the Contractor
25 hereby grants to the County, at no additional cost, a non-perpetual, noncancelable, worldwide,
26 nonexclusive license to utilize any data, on an anonymous or aggregate basis only, that arises
27 from the use of the Contractor Products and Services by the Contractor, whether disclosed on,
28 subsequent to, or prior to the Effective Date, to improve the functionality of the Contractor
14
1 Products and Services and any other legitimate business purpose, subject to all legal
2 restrictions regarding the use and disclosure of such information).
3 11.4 Upon termination of the Agreement, or upon a Party's request, each Party shall
4 return to the other all Information of the other in its possession. All provisions of the Agreement
5 relating to confidentiality, ownership, and limitations of liability shall survive the termination of
6 the Agreement.
7 11.5 All services performed by the Contractor shall be in strict conformance with all
8 applicable Federal, State of California, and/or local laws and regulations relating to
9 confidentiality, including but not limited to, California Civil Code, California Welfare and
10 Institutions Code, California Health and Safety Code, California Code of Regulations, and the
11 Code of Federal Regulations.
12 11.6 Data Security. The Contractor shall be responsible for the privacy and security
13 safeguards, as identified in Exhibit E, entitled "Data Security." To the extent required to carry out
14 the assessment and authorization process and continuous monitoring, to safeguard against
15 threats and hazards to the security, integrity, and confidentiality of any County data collected
16 and stored by the Contractor, Contractor shall afford the County access as necessary at the
17 Contractor's reasonable discretion, to the Contractor's facilities, installations, and technical
18 capabilities. If new or unanticipated threats or hazards are discovered by either the County or
19 the Contractor, or if existing safeguards have ceased to function, the discoverer shall
20 immediately bring the situation to the attention of the other party.
21
22 Article 12
23 Inspections, Audits, and Public Records
24 12.1 Inspection of Documents. The Contractor shall make available to the County, and
25 the County may examine at any time during Business Hours and no more than once per twelve
26 (12) months necessary, all of the Contractor's records and data with respect to the matters
27 covered by this Agreement, excluding attorney-Contractor privileged communications. The
28
15
1 Contractor shall, upon request by the County, permit the County to audit and inspect all of such
2 records and data to ensure the Contractor's compliance with the terms of this Agreement.
3 12.2 State Audit Requirements. If the compensation to be paid by the County under this
4 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
5 California State Auditor, as provided in Government Code section 8546.7, for a period of three
6 years after final payment under this Agreement. This section survives the termination of this
7 Agreement.
8 12.3 Public Records. The County is not limited in any manner with respect to its public
9 disclosure of this Agreement or any record or data that the Contractor may provide to the
10 County. The County's public disclosure of this Agreement or any record or data that the
11 Contractor may provide to the County may include but is not limited to the following:
12 (A) The County may voluntarily, or upon request by any member of the public or
13 governmental agency, disclose this Agreement to the public or such governmental
14 agency.
15 (B) The County may voluntarily, or upon request by any member of the public or
16 governmental agency, disclose to the public or such governmental agency any record or
17 data that the Contractor may provide to the County, unless such disclosure is prohibited
18 by court order.
19 (C)This Agreement, and any record or data that the Contractor may provide to the
20 County, is subject to public disclosure under the Ralph M. Brown Act (California
21 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
22 (D)This Agreement, and any record or data that the Contractor may provide to the
23 County, is subject to public disclosure as a public record under the California Public
24 Records Act (California Government Code, Title 1, Division 10, Chapter 3, beginning
25 with section 7920.200) ("CPRA")
26 (E) This Agreement, and any record or data that the Contractor may provide to the
27 County, is subject to public disclosure as information concerning the conduct of the
28
16
1 people's business of the State of California under California Constitution, Article 1,
2 section 3, subdivision (b).
3 (F) Any marking of confidentiality or restricted access upon or otherwise made with
4 respect to any record or data that the Contractor may provide to the County shall be
5 disregarded and have no effect on the County's right or duty to disclose to the public or
6 governmental agency any such record or data.
7 12.4 Public Records Act Requests. If the County receives a written or oral request
8 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
9 and which the County has a right, under any provision of this Agreement or applicable law, to
10 possess or control, then the County may demand, in writing, that the Contractor deliver to the
11 County, for purposes of public disclosure, the requested records that may be in the possession
12 or control of the Contractor. Within five business days after the County's demand, the
13 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
14 possession or control, together with a written statement that the Contractor, after conducting a
15 diligent search, has produced all requested records that are in the Contractor's possession or
16 control, or (b) provide to the County a written statement that the Contractor, after conducting a
17 diligent search, does not possess or control any of the requested records. The Contractor shall
18 cooperate with the County with respect to any County demand for such records. If the
19 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
20 CPRA or other applicable law, it must deliver the record or data to the County and assert the
21 exemption by citation to specific legal authority within the written statement that it provides to
22 the County under this section. The Contractor's assertion of any exemption from disclosure is
23 not binding on the County, but the County will give at least 10 days' advance written notice to
24 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
25 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
26 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
27 failure to produce any such records, or failure to cooperate with the County with respect to any
28 County demand for any such records.
17
1 Article 13
2 Disclosure of Self-Dealing Transactions
3 13.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation,
4 or changes its status to operate as a corporation.
5 13.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
6 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
7 "Self-Dealing Transaction Disclosure Form" (Exhibit C to this Agreement) and submitting it to
8 the County before commencing the transaction or immediately after.
9 13.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
10 a party and in which one or more of its directors, as an individual, has a material financial
11 interest.
12 Article 14
13 General Terms
14 14.1 CIO. Director of Internal Services/Chief Information Officer (CIO).
15 14.2 Modification. Except as provided in Article 6, "Termination and Suspension," this
16 Agreement may not be modified, and no waiver is effective, except by written agreement signed
17 by both parties. The Contractor acknowledges that County employees have no authority to
18 modify this Agreement except as expressly provided in this Agreement.
19 14.3 Non-Assignment. Neither party may assign its rights or delegate its obligations
20 under this Agreement without the prior written consent of the other party.
21 14.4 Governing Law. The laws of the State of California govern all matters arising from
22 or related to this Agreement.
23 14.5 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
24 County, California. The Contractor consents to California jurisdiction for actions arising from or
25 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
26 brought and maintained in Fresno County.
27 14.6 Severability. If anything in this Agreement is found by a court of competent
28 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
18
1 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
2 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
3 intent.
4 14.7 Nondiscrimination. During the performance of this Agreement, the Contractor shall
5 not unlawfully discriminate against any employee or applicant for employment, or recipient of
6 services, because of race, religious creed, color, national origin, ancestry, physical disability,
7 mental disability, medical condition, genetic information, marital status, sex, gender, gender
8 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
9 all applicable State of California and federal statutes and regulation.
10 14.8 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
11 of the Contractor under this Agreement on any one or more occasions is not a waiver of
12 performance of any continuing or other obligation of the Contractor and does not prohibit
13 enforcement by the County of any obligation on any other occasion.
14 14.9 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
15 between the Contractor and the County with respect to the subject matter of this Agreement,
16 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
17 publications, and understandings of any nature unless those things are expressly included in
18 this Agreement. If there is any inconsistency between the terms of this Agreement without its
19 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
20 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
21 exhibits.
22 14.10 No Third-Party Beneficiaries. This Agreement does not and is not intended to
23 create any rights or obligations for any person or entity except for the parties.
24 14.11 Authorized Signature. The Contractor represents and warrants to the County that:
25 (A) The Contractor is duly authorized and empowered to sign and perform its
26 obligations under this Agreement.
27
28
19
1 (B) The individual signing this Agreement on behalf of the Contractor is duly
2 authorized to do so and his or her signature on this Agreement legally binds the
3 Contractor to the terms of this Agreement.
4 14.12 Electronic Signatures. The parties agree that this Agreement may be executed by
5 electronic signature as provided in this section.
6 (A) An "electronic signature" means any symbol or process intended by an individual
7 signing this Agreement to represent their signature, including but not limited to (1) a
8 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
9 electronically scanned and transmitted (for example by PDF document) version of an
10 original handwritten signature.
11 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
12 equivalent to a valid original handwritten signature of the person signing this Agreement
13 for all purposes, including but not limited to evidentiary proof in any administrative or
14 judicial proceeding, and (2) has the same force and effect as the valid original
15 handwritten signature of that person.
16 (C)The provisions of this section satisfy the requirements of Civil Code section
17 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
18 Part 2, Title 2.5, beginning with section 1633.1).
19 (D) Each party using a digital signature represents that it has undertaken and
20 satisfied the requirements of Government Code section 16.5, subdivision (a),
21 paragraphs (1) through (5), and agrees that each other party may rely upon that
22 representation.
23 (E) This Agreement is not conditioned upon the parties conducting the transactions
24 under it by electronic means and either party may sign this Agreement with an original
25 handwritten signature.
26 14.13 Counterparts. This Agreement may be signed in counterparts, each of which is an
27 original, and all of which together constitute this Agreement.
28
20
1 Agent for Service of Process. The Contractor represents to the County that the
2 Contractor's agent for service of process in California, and that such agent's address for
3 receiving such service of process in California, which information the Contractor shall maintain
4 with the office of the California Secretary of State, is as follows:
5 1505 Corporation
Csc— Lawyers Incorporating Service
6 Becky Degeorge
2710 Gateway Oaks Drive,
7 Sacramento, Ca
8 The Contractor further represents to the County that if the Contractor changes its agent for
9 service of process in California, or the Contractor's agent for service of process in California
10 changes its address for receiving such service of process in California, which changed
11 information the Contractor shall maintain with the office of the California Secretary of State, the
12 Contractor shall give the County written notice thereof within five (5) calendar days thereof
13 pursuant to Article 5.
14 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Agreement on the date stated in the introductory clause.
2 CENTRALSQUARE TECHNOLOGIES, LLC
RM A><I iG ersm COUNTY OF FRESNO
3 Ron AAnderson)Apr 19,2024 17:04 EDT)
Ron Anderson, Chief Sales Officer --.---------__
1000 BUSINESS CENTER DRIVE Nathan Magsig, Chairman of the Board of
5 LAKE MARY, FL 32746-5585 Supervisors of the County of Fresno
6 Attest:
Bernice E. Seidel
7 Clerk of the Board of Supervisors
8 County of Fresno, State of California
9 By:
10 Deputy
For accounting use only:
11
Org No.: 56201692
12 Account No.: 7309
Fund No.: 0001
13 Subclass No.: 10000
14
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22
Exhibit A — Maintenance and Support
1 This Maintenance & Support Exhibit describes support and maintenance relating to
2 technical support that Contractor will provide to Customer during the Term of the
3 Agreement.
4
5 1. Product Updates and Releases
6 1.1. Software Version. "Software Version" means the base or core version of
7 the Software that contains significant new features and significant fixes and is available to
8 the Customer. Software Versions may occur as the Software architecture changes or as
9 new technologies are developed. The nomenclature used for updates and upgrades
10 consists of major, minor, build, and fix and these correspond to the following digit locations
11 of a release, a,b,c,d. An example of which would be 7.4.1.3, where the 7 refers to the major
12 release, the 4 refers to the minor release, the 1 refers to the build, and the 3 refers to a fix.
13 All Software Versions are provided and included as part of this Agreement.
14 1.2. Updates. From time-to-time Contractor may develop permanent fixes or
15 solutions to known problems or bugs in the Software and incorporate them in a formal
16 "Update" to the Software. If Customer is receiving technical support from Contractor on the
17 general release date for an Update, Contractor will provide the Customer with the Update
18 and related Documentation at no extra charge. Updates for custom configurations will be
19 agreed upon by the Parties and outlined in a Statement of Work or Change Order.
20 1.3. Releases. Customer shall agree to install and/or use any New or Major
21 Release within one year of being made available by Contractor to avoid or mitigate a
22 performance problem, ineligibility for Support and Maintenance Services or infringement
23 claim. All modifications, revisions and updates to the Software shall be furnished by means
24 of new Releases of the Software and shall be accompanied by updates to the
25 Documentation whenever Contractor determines, in its sole discretion, that such updates
26 are necessary.
27 2. Support
28
A-1
Exhibit A — Maintenance and Support
1 2.1. Contractor shall provide to Customer support via toll-free phone number
2 833-278-7877 or via the Contractor Support Portal. Contractor shall provide to Customer,
3 commercially reasonable efforts in solving errors reported by the Customer as well as
4 making available an online support portal. Customer shall provide to Contractor reasonably
5 detailed documentation and explanation, together with underlying data, to substantiate
6 errors and to assist Contractor in its efforts to diagnose, reproduce and correct the error.
7 Should either Party not be able to locate the error root cause and Customer and Contractor
8 agree that on-site services are necessary to diagnose or resolve the problem Contractor
9 shall provide a travel estimate and estimated hours in order to diagnose the reported error.
10 2.2. If after traveling onsite to diagnose a reported error and such reported
11 error did not, in fact, exist or was not attributable to a defect in the Software provided by
12 Contractor or an act or omission of Contractor, then Customer shall pay for Contractor's
13 investigation, travel, and related services in accordance with provided estimate. Customer
14 must provide Contractor with such facilities, equipment and support as are reasonably
15 necessary for Contractor to perform its obligations under this Exhibit, including remote
16 access in accordance with the Remote Access Policy.
17 3. Online Support Portal
18 Online support is available via https:Hsupport.centralsquare.com/s/contact-us,
19 offering Customer the ability to resolve its own problems with access to Contractor's most
20 current information. Customer will need to enter its designated username and password to
21 gain access to the technical support areas on Contractor's website. Contractor's technical
22 support areas allow Customer to: (i) search an up-to-date knowledge base of technical
23 support information, technical tips, and featured functions; and (ii) access answers to
24 frequently asked questions (FAQ).
25 4. Exclusions from Technical Support Services
26 Contractor shall have no support obligations to provide Support or Maintenance for
27 Solutions that are not kept current to one version prior to the then current version of the
28 Solution. Contractor shall have no support obligations with respect to any third-party
A-2
Exhibit A — Maintenance and Support
1 hardware or software product not licensed or sold to Customer by Contractor ("Nonqualified
2 Product"). Customer shall be solely responsible for the compatibility and functioning of
3 Nonqualified Products with the Software.
4 5. Customer Responsibilities
5 In connection with Contractor's provision of technical support as described herein,
6 Customer acknowledges that Customer has the responsibility to do each of the following:
7 5.1 Provide hardware, operating system and browser software that meets
8 technical specifications, as well as a fast, stable, high-speed connection and remote
9 connectivity for accessing the Solution.
10 5.2 Maintain any applicable computer system and associated peripheral
11 equipment in good working order in accordance with the manufacturers' specifications, and
12 ensure that any problems reported to Contractor are not due to hardware malfunction;
13 5.3 For Contractor Solutions that are implemented on Customer Systems,
14 maintain the designated operating system at the latest code revision level reasonably
15 deemed necessary by Contractor for proper operation of the Software;
16 5.4 Supply Contractor with access to and use of all information and facilities
17 reasonably determined to be necessary by Contractor to render the technical support
18 described herein;
19 5.5 Perform any test or procedures reasonably recommended by Contractor
20 for the purpose of identifying and/or resolving any problems;
21 5.6 At all times follow routine operator procedures as specified in the
22 Documentation or any error correction guidelines of Contractor posted on the Contractor
23 website;
24 5.7 Customer shall remain solely responsible at all times for the safeguarding
25 of Customer's proprietary, confidential, and classified information contained within
26 Customer Systems; and
27
28
A-3
Exhibit A — Maintenance and Support
1 5.8 Reasonably ensure that the Customer Systems are isolated and free from
2 viruses and malicious code that could cause harm before requesting or receiving remote
3 support assistance.
4 6. Priorities and Support Response Matrix
5 The following priority matrix relates to software errors covered by this Agreement.
6 Causes secondary to non-covered causes - such as hardware, network, and third-party
7 products - are not included in this priority matrix and are outside the scope of this Exhibit.
8 Contractor will make commercially reasonable efforts to respond to Software incidents for
9 live remote based production systems using the following guidelines:
10
11 Priority Issue Definition Response Time
12 Priority 1 — Urgent The software is completely down and will not launch or
13 function. Priority 1 issues must be called in via 833-278-7877 and will be immediately
14 answered and managed by the first available representative.
15 Priority 2— Critical A high-impact problem that disrupts the customer's
16 operation but there is capacity to remain productive and maintain necessary operations.
17 Priority 2 issues must be called in via 833-278-7877 and will be immediately answered
18 and managed by the first available representative.
19 Priority 3— Non-Critical A Software Error related to a user function which does not
20 negatively impact the User from the use of the system. This includes system administrator
21 functions or restriction of user workflow but does not significantly impact their job function.
22 Priority 3 issues called in via 833-278-7877 will be immediately answered and managed
23 by the first available representative.
24
25 Non-Critical Priority 3 issues may also be reported via
26 Https:Hsupport.centraIsquare.com/s/contact-us
27
28
A-4
Exhibit A — Maintenance and Support
1 Priority 4— Minor Cosmetic or documentation errors, including Customer technical
2 questions or usability questions. Priority 4 issues called in via 833-278-7877 will be
3 immediately answered and managed by the first available representative.
4
5 Minor Priority 4 issues may also be reported via
6 Https:Hsupport.centralsquare.com/s/contact-us
7
8
9 7. Exceptions. Contractor shall not be responsible for failure to carry out its Support
10 and Maintenance obligations under this Exhibit if the failure is caused by adverse impact
11 due to:
12 7.1. defectiveness of the Customer's Systems (including but not limited to
13 environment, hardware or ancillary systems), or due to Customer corrupt, incomplete, or
14 inaccurate data reported to the Solution, or documented defect.
15 7.2. denial of reasonable access to Customer's System or premises
16 preventing Contractor from addressing the issue.
17 7.3. material changes made to the usage of the Solution by Customer where
18 Contractor has not agreed to such changes in advance and in writing or the modification or
19 alteration, in any way, by Customer or its subcontractors, of communications links
20 necessary to the proper performance of the Solution.
21 7.4. a Force Majeure event (as outlined in Section 12), or the negligence,
22 intentional acts, or omissions of Customer or its agents.
23 8. Incident Resolution. Actual response times and resolutions may vary due to issue
24 complexity and priority. For critical impact level and above, Contractor provides a
25 continuous resolution effort until the issue is resolved. Contractor will make commercially
26 reasonable efforts to resolve Software incidents for live remote based production systems
27 using the following guidelines:
28
A-5
Exhibit A — Maintenance and Support
1
2
3
4 Priority Resolution Process Resolution Time
5 Priority 1 — Urgent Contractor will provide a procedural or configuration
6 workaround or a code correction that allows the Customer to resume live operations on the
7 production System. Contractor will work continuously to provide the Customer with a
8 solution that allows the Customer to resume live operations on the production system.
9 Contractor will either resolve the issue or provide a resolution plan as soon as
10 possible and not later than twenty-four (24) hours after notification.
11 Priority 2— Critical Contractor will provide a procedural or configuration
12 workaround or a code correction that allows the Customer to resume normal operations on
13 the production System. Contractor will work continuously to provide the Customer with a
14 solution that allows the Customer to resume normal operations on the production System.
15
16 Contractor will either resolve the issue or provide a resolution plan as soon as
17 possible and not later than thirty-six (36) hours after notification.
18 Priority 3— Non— Critical Contractor will provide a procedural or configuration
19 workaround that allows the Customer to resolve the problem. Contractor will work to
20 provide the Customer with a resolution which may include a workaround or code correction
21 within a timeframe that takes into consideration the impact of the issue on the Customer
22 and Contractor's User base. Priority 3 issues have priority scheduling in a subsequent
23 release.
24 Priority 4— Minor If Contractor determines that a reported Minor Priority error
25 requires a code correction, such issues will be addressed in a subsequent release when
26 applicable. Contractor will work to provide the Customer with a resolution which may
27 include a workaround or code correction in a future release of the software. Priority 4 issues
28 have no defined resolution time.
A-6
Exhibit A — Maintenance and Support
1
2 9. Non-Production Environments. Contractor will make commercially reasonable
3 efforts to provide fixes to non-production environment(s). Non-production environments are
4 not included under the response or resolution tables provided in this Exhibit.
5 9.1. Maintenance. All non-production environment resolution processes will
6 follow the structure and schedules outlined above for production environments.
7 9.2. Incidents and service requests. Non-production environment incidents are
8 considered priority 3 or 4, dictated by circumstances and will be prioritized and scheduled
9 subordinate to production environment service requests.
10 10. Training. Outside the scope of training services purchased, if any,
11 Customer is responsible for the training and organization of its staff in the operation of the
12 Software.
13 11. Development Work. Software support and maintenance does not include
14 development work either (i) on software not licensed from Contractor or (ii) development
15 work for enhancements or features that are outside the documented functionality of the
16 Software, except such work as may be specifically purchased and outlined in the
17 Agreement. Contractor retains all intellectual property rights in development work
18 performed and Customer may request consulting and development work from Contractor as
19 a separate billable service.
20 12. Technology Life Expectancy. Customer understands, acknowledges and agrees
21 that the technology upon which the Hardware, Solution and Third-Party Software is based
22 changes rapidly. Customer further acknowledges that Contractor will continue to improve
23 the functionality and features of the Solution to improve legal compliance, accuracy,
24 functionality and usability. As a result, Contractor does not represent or warrant that the
25 Hardware, Solution and/or Third-Party Software provided to Customer under this
26 Agreement or that the Customer Systems recommended by Contractor will function for an
27 indefinite period of time. Rather, Contractor and Customer may, from time to time, analyze
28 the functionality of the Hardware, Solution, Third-Party Software and Customer Systems in
A-7
Exhibit A — Maintenance and Support
1 response to changes to determine whether Customer must upgrade the same. Customer
2 upgrades may include without limitation, the installation of a new Release, additional disk
3 storage and memory, and workstation and/or server upgrades. Customer upgrades may
4 also include the installation and/or removal of Third-Party Software. Customer is solely
5 responsible for all costs associated with future resources and upgrades.
6 Access Management Policy
7
8 In order to provide secure, federally compliant connections to agency systems CentralSquare
9 Technologies ("Contractor") requires BeyondTrust or SecureLink as the only approved
10 methodology of connection. BeyondTrust and Securelink provide the necessary remote access
11 in order to service and maintain Contractor products while adhering to the Federal Bureau of
12 Investigations Criminal Justice Information Services requirements. Both solutions utilize two-
13 factor authentication Federal Information Processing Standard Publication ("FIPS") 140-2
14 validated cryptographic modules and AES encryption in 256-bit strengths.
15 BeyondTrust and Securelink are addressed in turn via this Access Management Policy;
16 Customers may choose which remote privileged access management solution will be utilized by
17 Contractor.
18 BeyondTrust
19 The BeyondTrust remote support solution may be utilized via escorted session or a jump
20 Customer. As for an escorted session, when an agency needs assistance from Contractor, the
21 agency employee requesting assistance will receive verbal or email communication with a session
22 key necessary to enable remote access. If a verbal key is provided, the user enters the session
23 key after visiting https://securesupiDort.centralsquare.com.
24 Jump Customers are a Windows service that can be stopped/started to facilitate a support
25 session. Connections made via jump Customer can be active or passive. An active jump
26 Customer is always available. A passive connection is enabled for a specific purpose and then
27 disabled when not used. Regardless of the option selected, Contractor's support team will
28 arrange a BeyondTrust session to establish the jump Customer.
A-8
Exhibit A — Maintenance and Support
1 The jump Customer resides on the agency side on the installed device, where an agency
2 administrator can manage. Instructions on how to enable/disable jump Customers can be
3 provided upon request. A sample workflow of a passive jump Customer is provided below:
4 Should an agency require support from Contractor, a call would be
5 placed and/or a support ticket opened in the portal on the Contractor
6 customer support website. Before accessing the agency's system
7 and/or environment, the Contractor representative would send a
8 notice of connection from the Contractor support portal
9 instance. This notice can be sent to the individual at the agency that
10 the Contractor representative is working with or other designated
11 contacts as necessary. Upon receipt of the notice of connection, the
12 agency personnel would enable the BeyondTrust jump
13 Customer. The Contractor representative would then be admitted to
14 the agency's system and/or environment to perform the necessary
15 task. Upon completion of the task, the Contractor representative
16 sends a notice of disconnection from the Contractor support portal
17 instance. Upon receipt of the notice of disconnection, the agency
18 personnel would then disable the BeyondTrust jump Customer.
19 Securelink
20 Similar to BeyondTrust's escorted session, Securelink may be utilized via "quick
21 connect". To enable a quick connect session when an agency needs assistance from Contractor,
22 the Agency employee requesting assistance will enter a key code in order to connect for screen
23 sharing on a device.
24
Similar to the jump Customer methodology, Securelink may also be utilized via
25
"gatekeeper". The sample workflow description for a jump Customer provided above is
26
substantially similar to the workflow for gatekeeper.
27
Summation
28
A-9
Exhibit A — Maintenance and Support
1 BeyondTrust and Securelink allow customers the ability to monitor connectivity to the
2 customer's network and maintain CJIS compliance while enabling Contractor to perform the
3 necessary support functions.
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
A-10
Exhibit B
Compensation
The Contractor will be compensated for Contractor's Products and 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.
1. Fees. The County agrees to pay all fees, costs, and other amounts as specified in each
Order or SOW approved by County.
2. Renewing Subscription, license, Maintenance, and Support Fees. Base Annual
Maintenance and Support fees for this Agreement shall not exceed the amount set out per-year
as laid out in the table below unless additional services are requested by an additional Order or
SOW.
Product QT 2/12/24 - 2/12/25 - 2112/26 - 2/12/27 - 2/12/28 -
Y 2/11/25 2/11/26 2/11/27 2/11/28 2/11/29
Enterprise CAD Server
Software 1 $5,915.38 $6,211.15 $6,521.71 $6,847.80 $7,190.19
Enterprise CAD Position
(Multi-Agency Server
Upgrade) 1 $2,728.13 $2,864.54 $3,007.77 $3,158.16 $3,316.07
Enterprise CAD Position 11 $40,979.79 $43,028.78 $45,180.22 $47,439.23 $49,811.19
Enterprise CAD Position 7 $16,747.96 $17,585.36 $18,464.63 $19,387.86 $20,357.25
Enterprise CAD Position 6 $18,038.42 $18,940.34 $19,887.36 $20,881.73 $21,925.82
Enterprise CAD Position 6 $16,353.10 $17,170.76 $18,029.30 $18,930.77 $19,877.31
Enterprise CAD Position 3 $11,327.34 $11,893.71 $12,488.40 $13,112.82 $13,768.46
Enterprise CAD Position 2 $5,456.24 $5,729.05 $6,015.50 $6,316.28 $6,632.09
Standard EMD
Integration (ProQA
Integration) 16 $1,535.46 $1,612.23 $1,692.84 $1,777.48 $1,866.35
Standard EMD
Integration (ProQA
Integration) 12 $818.42 $859.34 $902.31 $947.43 $994.80
Standard EMD
Integration (ProQA
Integration) 7 $837.39 $879.26 $923.22 $969.38 $1,017.85
Enterprise CAD Test or
Training System (Add
On) (Test Environment 1 $1,258.61 $1,321.54 $1,387.62 $1,457.00 $1,529.85
Enterprise CAD Test or
Training System (Add
On) (Training
Environment) 1 $2,517.18 $2,643.04 $2,775.19 $2,913.95 $3,059.65
Enterprise CAD Mapping 47 $835.69 $877.47 $921.34 $967.41 $1,015.78
Enterprise CAD Mapping 7 $837.39 $879.26 $923.22 $969.38 $1,017.85
B-1
Exhibit B
Enterprise CAD
Integrated Solution
(Interface to North
Central Fire Protection
District) 1 $5,456.24 $5,729.05 $6,015.50 $6,316.28 $6,632.09
Enterprise CAD
Integrated Solution (MST
Interface Software) 1 $1,573.24 $1,651.90 $1,734.50 $1,821.23 $1,912.29
Enterprise CAD
Integrated Solution
(Time Synch Interface
Software) 1 $881.02 $925.07 $971.32 $1,019.89 $1,070.88
Standard Alpha Numeric
Paging Interface 1 $1,132.74 $1,189.38 $1,248.85 $1,311.29 $1,376.85
Standard ANVALI
Interface 1 $1,573.24 $1,651.90 $1,734.50 $1,821.23 $1,912.29
Standard External
Systems to Enterprise
CAD Data Transfer—
Permits BioKe 1 $4,178.71 $4,387.65 $4,607.03 $4,837.38 $5,079.25
Standard External
Systems to Enterprise
CAD Data Transfer-
Permits
(Tiburon for Fresno
City Fire) 1 $4,509.60 $4,735.08 $4,971.83 $5,220.42 $5,481.44
Std Enterprise CAD to
Enterprise CAD
Advanced Interface
(single side)
(Zoll Rescue Net for
Clovis City Fire) 1 $5,571.63 $5,850.21 $6,142.72 $6,449.86 $6,772.35
Std Enterprise CAD to
Enterprise CAD Basic
Interface (single side)
Zetron Interface 1 $8,357.44 $8,775.31 $9,214.08 $9,674.78 $10,158.52
Enterprise CAD Position
(VisiNet Browser Site
License) 1 $6,820.30 $7,161.32 $7,519.39 $7,895.36 $8,290.13
CentralSquare Message
Switch 1 $1,258.61 $1,321.54 $1,387.62 $1,457.00 $1,529.85
Enterprise CAD API -
Customer 1 $1,315.09 $1,380.84 $1,449.88 $1,522.37 $1,598.49
Enterprise CAD API -
Customer
(Raptor API 1 $751.60 $789.18 $828.64 $870.07 $913.57
Enterprise CAD Archive
Server Software 1 $5,456.24 $5,729.05 $6,015.50 $6,316.28 $6,632.09
Enterprise CAD Auto
Dispatch 1 $3,056.03 $3,208.83 $3,369.27 $3,537.73 $3,714.62
B-2
Exhibit B
Enterprise CAD Auto
Dispatch
(Dispatcher Rules
Module) 1 $682.02 $716.12 $751.93 $789.53 $829.01
Enterprise CAD Disaster
Recovery System (Add
On) 1 $2,768.91 $2,907.36 $3,052.73 $3,205.37 $3,365.64
Enterprise CAD GeoFile
Cross Reference Module 1 $682.02 $716.12 $751.93 $789.53 $829.01
Enterprise CAD GISLink
Utility Position
(GIS Edit Utility
License) 2 $3,020.62 $3,171.65 $3,330.23 $3,496.74 $3,671.58
Enterprise CAD GISLink
Utility Position
(GIS Link for
Response Area
Polygons Import) 1 $1,503.21 $1,578.37 $1,657.29 $1,740.15 $1,827.16
Enterprise CAD Quickest
Path Module 1 $4,092.17 $4,296.78 $4,511.62 $4,737.20 $4,974.06
Enterprise CAD
Snapshot Module 1 $0.00 $0.00 $0.00 $0.00 $0.00
Enterprise CAD
Standard Operating
Procedure SOP 1 $2,046.08 $2,148.38 $2,255.80 $2,368.59 $2,487.02
Enterprise CAD Unit
Swap Module 1 $751.60 $789.18 $828.64 $870.07 $913.57
Event Playback (GIS
Playback) Module 1 $0.00 $0.00 $0.00 $0.00 $0.00
NCIC/State Message
Switch Software -
Enterprise
CAD/Enterprise Mobile 1 $6,820.30 $7,161.32 $7,519.39 $7,895.36 $8,290.13
NetClock Configuration 1 $125.88 $132.17 $138.78 $145.72 $153.01
Enterprise Mobile AVL
Only Device License 1 $1,132.74 $1,189.38 $1,248.85 $1,311.29 $1,376.85
Enterprise Mobile Base
Position 45 $13,639.24 $14,321.20 $15,037.26 $15,789.12 $16,578.58
Enterprise Mobile Base
Position 45 $3,006.41 $3,156.73 $3,314.57 $3,480.30 $3,654.32
Enterprise Mobile Base
Position 20 $4,457.28 $4,680.14 $4,914.15 $5,159.86 $5,417.85
Enterprise Mobile Base
Position 20 $8,532.17 $8,958.78 $9,406.72 $9,877.06 $10,370.91
Enterprise Mobile Base
Position 5 $1,114.33 $1,170.05 $1,228.55 $1,289.98 $1,354.48
Enterprise Mobile
Mapping 65 $1,805.85 $1,896.14 $1,990.95 $2,090.50 $2,195.03
Enterprise Mobile
Mapping 25 $694.55 $729.28 $765.74 $804.03 $844.23
B-3
Exhibit B
Enterprise Mobile
Mapping 45 $1,803.85 $1,894.04 $1,988.74 $2,088.18 $2,192.59
$236,757.46 $248,595.33 $261,025.13 $274,076.43 $287,780.25
Enterprise CAD Routing 1 $3,682.11 $4,319.70 $4,535.69 $4,762.47 $5,000.59
Server
Enterprise CAD Routing 1 $1,104.45 $1,295.70 $1,360.49 $1,428.51 $1,499.94
Server- Test or Training
System
Annual Total $241,544.02 $254,210.73 $266,921.31 $280,267.41 $294280.78
B-4
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). These limits may be met through a combination of
primary and umbrella/excess coverage. 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 adding 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.
(F) Cyber Liability. Cyber liability insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence. Coverage must include claims involving Cyber Risks. The
cyber liability policy must be endorsed to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited to
information or data)that is in the care, custody, or control of the Contractor.
Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security
Breach, which may include Disclosure of Personal Information to an Unauthorized Third
Party; (ii) data breach; (iii) breach of any of the Contractor's obligations under Article 11
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
D-1
Exhibit D
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) network security; (xvi) data breach
response costs, including Security Breach response costs; (xvii) regulatory fines and
penalties related to the Contractor's obligations under this Agreement regarding
electronic information, including Personal Information; and (xviii) credit monitoring
expenses.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement,
and at any time during the term of this Agreement as requested by the County's Risk
Manager or the County Administrative Office, the Contractor shall deliver, or cause its
broker or producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th
Floor, Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by
mail or email to the person identified to receive notices under this Agreement,
certificates of insurance and endorsements for all of the coverages required under this
Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the
Contractor has waived its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(iv) The cyber liability insurance certificate must also state that it is endorsed, and
include an endorsement, to cover the, 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-: VII.
D-2
Exhibit D
(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.
(D)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.
(E) 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. The County may offset such charges
against any amounts owed by the County to the Contractor under this Agreement.
(F) 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-3
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" 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, 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 is personal information within the meaning of California Civil Code section 1798.3,
E-1
Exhibit E
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.
"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.
"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
E-2
Exhibit E
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
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
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Exhibit E
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).
(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) 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
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Exhibit E
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 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 available to assist the County
Monday-through-Friday during the business hours of 8:00 a.m. to 5:00 p.m. Pacific Standard Time,
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
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Exhibit E
first by telephone at the following telephone number, followed promptly by email at the following
email address: (559) 600-5900/ incidents(a-)-fresnocountyca.gov (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,
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 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
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Exhibit E
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, 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) In order to confirm the Contractor's compliance with this Exhibit E, the Contractor shall
provide, no less than once per calendar year, 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.
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Exhibit E
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
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 , 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.
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Exhibit E
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 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.
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
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Exhibit E
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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