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P-25-004 CDI Agreement.pdf
1-0 County of Fresno INTERNAL SERVICES DEPARTMENT Facilities• Fleet• Graphics• Purchasing •Security•Technology O� 1$5 O ORES PROCUREMENT AGREEMENT Agreement Number P-25-004 January 17, 2025 CDI 2000 O'Neil Rd. Suite 100 Hudson, WI 54016 The County of Fresno (County) hereby contracts with CDI (Contractor)for ArcGIS Integration with Laserfiche in accordance with the text of this agreement, and County of Fresno Request for Demonstration No: 25-013 attached as Exhibit"A", and by this reference made a part hereof. TERM: This Agreement shall become effective January 21, 2025 and shall remain in effect through January 20, 2026. EXTENSION: This Agreement may be extended for four (4) additional one (1)year periods by the mutual written consent of all parties. MINIMUM ORDERS: Unless stated otherwise there shall be no minimum order quantity. The County reserves the right to increase or decrease orders or quantities. CONTRACTOR'S SERVICES: Contractor shall perform the services as described in Exhibit A, County of Fresno Request for Demonstration No. 25-013 and Exhibit D, Statement of Work at the rates set forth in the CDI Software & Services Quote, attached as Exhibit"B". ORDERS: Orders will be placed on an as-needed basis by The County of Fresno Department of Public Works and Planning under this contract. PRICES: Prices shall be firm for the contract period. MAXIMUM: In no event shall services performed and/or fees paid under this Agreement be in excess of Eighteen Thousand Six-Hundred Dollars ($18,600.00). ADDITIONAL ITEMS: The County reserves the right to negotiate additional items to this Agreement as deemed necessary. Such additions shall be made in writing and signed by both parties. DELIVERY: The F.O.B. Point shall be the destination within the County of Fresno. All orders shall be delivered complete as specified. All orders placed before Agreement expiration shall be honored under the terms and conditions of this Agreement. DEFAULT: In case of default by Contractor, the County may procure the articles/services from another source and may recover the loss occasioned thereby from any unpaid balance due the Contractor or by any other legal means available to the County. The prices paid by County shall be considered the prevailing market price at the time such purchase is made. Inspection of deliveries or offers for delivery, which do not meet specifications, will be at the expense of Contractor. 333 W. Pontiac Way, Clovis, CA 93612 / (559) 600-7110 *The County of Fresno is an Equal Employment Opportunity Employer* PROCUREMENT AGREEMENT NUMBER: P-25-004 Page 2 CDI January 17, 2025 INVOICING: An itemized invoice shall be sent to PWPBusinessOffice@fresnocountyca.gov. The Agreement number must appear on all shipping documents and invoices. Invoice terms shall be Net 45 Days. INVOICE TERMS: Net forty-five (45) days from the receipt of invoice. TERMINATION: The County reserves the right to terminate this Agreement upon thirty (30)days written notice to the Contractor. In the event of such termination, the Contractor shall be paid for satisfactory services or supplies provided to the date of termination. LAWS AND REGULATIONS: The Contractor shall comply with all laws, rules and regulations whether they be Federal, State or municipal, which may be applicable to Contractor's business, equipment and personnel engaged in service covered by this Agreement. CONFIDENTIALITY AND DATA SECURITY: The Contractor shall comply with all requirements for confidentiality and data security as described in Exhibit"C"to this Agreement, titled Confidentiality and Data Security. AUDITS AND RETENTION: Terms and conditions set forth in the agreement associated with the purchased goods are incorporated herein by reference. In addition, the Contractor shall maintain in good and legible condition all books, documents, papers, data files and other records related to its performance under this contract. Such records shall be complete and available to Fresno County, the State of California, the federal government or their duly authorized representatives for the purpose of audit, examination, or copying during the term of the contract and for a period of at least three years following the County's final payment under the contract or until conclusion of any pending matter(e.g., litigation or audit), whichever is later. Such records must be retained in the manner described above until all pending matters are closed. LIABILITY: The Contractor agrees to: Pay all claims for damage to property in any manner arising from Contractor's operations under this Agreement. Indemnify, save and hold harmless, and at County's request defend the County, its officers, agents and employees from any and all claims for damage or other liability, including costs, expenses (including attorney's fees and costs), causes of action, claims or judgments resulting out of or in any way connected with Contractor's performance or failure to perform by Contractor, its agents, officers or employees under this Agreement, and from any and all costs and expenses (including attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm or corporation who may be injured or damaged by the performance, or failure to perform, of Contractor, its officers, agents, or employees under this Agreement. INSURANCE: Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers Agreement(JPA)throughout the term of the Agreement: A. Commercial General Liability: Commercial general liability insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis. Coverage must include products, completed operations, property damage, bodily injury, personal injury, and advertising injury. The Contractor shall obtain an endorsement to this policy naming the County of Fresno, its officers, agents, employees, and volunteers, individually and collectively, as additional insureds, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insureds will apply as primary insurance and any other insurance, or self-insurance, maintained by the County is excess only and not contributing with insurance provided under the Contractor's policy. B. Automobile Liability: Automobile liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages. Coverage must include any auto used in connection with this Agreement. P-25-004 CDI Agreement-Final.docx PROCUREMENT AGREEMENT NUMBER: P-25-004 Page 3 CDI January 17, 2025 C. Professional Liability: Professional liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million Dollars ($3,000,000). If this is a claims-made policy, then (1)the retroactive date must be prior to the date on which services began under this Agreement; (2)the Contractor shall maintain the policy and provide to the County annual evidence of insurance for not less than five years after completion of services under this Agreement; and (3) if the policy is canceled or not renewed, and not replaced with another claims-made policy with a retroactive date prior to the date on which services begin under this Agreement, then the Contractor shall purchase extended reporting coverage on its claims-made policy for a minimum of five years after completion of services under this Agreement. D. Worker's Compensation: Workers compensation insurance as required by the laws of the State of California with statutory limits. E. Technology Professional Liability (Errors and Omissions): Technology professional liability(errors and omissions) insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence and in the aggregate. Coverage must encompass all of the Contractor's obligations under this Agreement, including but not limited to claims involving Cyber Risks. F. Cyber Liability: Cyber liability insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence. Coverage must include claims involving Cyber Risks. The cyber liability policy must be endorsed to cover the full replacement value of damage to, alteration of, loss of, or destruction of intangible property (including but not limited to information or data)that is in the care, custody, or control of the Contractor. Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security Breach, which may include Disclosure of Personal Information to an Unauthorized Third Party; (ii)data breach; (iii) breach of any of the Contractor's obligations under this Agreement; (iv) system failure; (v)data recovery; (vi)failure to timely disclose data breach or Security Breach; (vii)failure to comply with privacy policy; (viii) payment card liabilities and costs; (ix) infringement of intellectual property, including but not limited to infringement of copyright, trademark, and trade dress; (x) invasion of privacy, including release of private information; (xi) information theft; (xii)damage to or destruction or alteration of electronic information; (xiii) cyber extortion; (xiv) extortion related to the Contractor's obligations under this Agreement regarding electronic information, including Personal Information; (xv)fraudulent instruction; (xvi)funds transfer fraud; (xvii) telephone fraud; (xviii) network security; (xix) data breach response costs, including Security Breach response costs; (xx) regulatory fines and penalties related to the Contractor's obligations under this Agreement regarding electronic information, including Personal Information; and (xxi) credit monitoring expenses. Additional Requirements Relating to Insurance: Contractor shall obtain endorsements to the Commercial General Liability, Technology Professional Liability, and Cyber Liability insurance naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees shall be excess only and not contributing with insurance provided under Contractor's policies herein. These insurance policies shall not be cancelled or changed without a minimum of thirty (30) days advance written notice given to County. Contractor hereby waives its right to recover from County, its officers, agents, and employees any amounts paid by the policy of worker's compensation insurance required by this Agreement. Contractor is solely responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of subrogation, but Contractor's waiver of subrogation under this paragraph is effective whether or not Contractor obtains such an endorsement. Within Thirty (30)days from the date Contractor signs and executes this Agreement, Contractor shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as required herein, to the County of Fresno, Public Works and Planning, 2220 Tulare St, 6th Floor, Fresno, CA 93721, stating that such insurance coverage have been obtained and are in full force; that the County of P-25-004 CDI Agreement-Final.docx PROCUREMENT AGREEMENT NUMBER: P-25-004 Page 4 CDI January 17, 2025 Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that such Commercial General Liability insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned; that such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees, shall be excess only and not contributing with insurance provided under Contractor's policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty (30) days advance, written notice given to County. Certificates of Insurance are to include the contract number at the top of the first page. In the event Contractor fails to keep in effect at all times insurance coverage as herein provided, the County may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such event. All policies shall be with admitted insurers licensed to do business in the State of California. Insurance purchased shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or better. COMING ON COUNTY PROPERTY TO DO WORK: Contractor agrees to provide maintain and furnish proof of Comprehensive General Liability Insurance with limits of not less than $500,000 per occurrence. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by Contractor under this Agreement, it is mutually understood and agreed that Contractor, including any and all of Contractor's officers, agents, and employees will at all times be acting and performing as an independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee,joint venturer, partner, or associate of the County. Furthermore, County shall have no right to control or supervise or direct the manner or method by which Contractor shall perform its work and function. However, County shall retain the right to administer this Agreement so as to verify that Contractor is performing its obligations in accordance with the terms and conditions thereof. Contractor and County shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. Because of its status as an independent contractor, Contractor shall have absolutely no right to employment rights and benefits available to County employees. Contractor shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, Contractor shall be solely responsible and save County harmless from all matters relating to payment of Contractor's employees, including compliance with Social Security, withholding, and all other regulations governing such matters. It is acknowledged that during the term of this Agreement, Contractor may be providing services to others unrelated to the County or to this Agreement. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under this Agreement without the written consent of the other party. AMENDMENTS: This Agreement constitutes the entire Agreement between the Contractor and the County with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, Request for Proposals, Bids and understandings of any nature whatsoever unless expressly included in this Agreement. This Agreement supersedes any and all terms set forth in Contractor's invoice. This Agreement may be amended only by written addendum signed by both parties. INCONSISTENCIES: In the event of any inconsistency in interpreting the documents which constitute this Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority: (1)the text of this Agreement; (2) Exhibit"A" the County's Request for Demonstration No. 25-013. GOVERNING LAWS: This Agreement shall be construed, interpreted and enforced under the laws of the State of California. Venue for any action shall only be in County of Fresno. P-25-004 CDI Agreement-Final.docx PROCUREMENT AGREEMENT NUMBER: P-25-004 Page 5 CDI January 17, 2025 ELECTRONIC SIGNATURES: The parties agree that this Agreement may be executed by electronic signature as provided in this section. A. An "electronic signature" means any symbol or process intended by an individual signing this Agreement to represent their signature, including but not limited to (1) a digital signature; (2)a faxed version of an original handwritten signature; or(3)an electronically scanned and transmitted (for example by PDF document) of a handwritten signature. B. Each electronic signature affixed or attached to this Agreement(1) is deemed equivalent to a valid original handwritten signature of the person signing this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of that person. C. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). D. Each party using a digital signature represents that it has undertaken and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)through (5), and agrees that each other party may rely upon that representation. This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means and either party may sign this Agreement with an original handwritten signature. Please acknowledge your acceptance by returning all pages of this Agreement to my office via email. Please refer any inquiries in this matter to Crystal Nino, Purchasing Analyst, at 559-600-7113 or cnino@fresnocountyca.gov. FOR THE COUNTY OF FRESNO Digitally signed lckburn Riley Blackburn Date:2025.01.22y1P3:42:52a08'00' Riley Blackburn Purchasing Manager 333 W. Pontiac Way Clovis, CA 93612 P-25-004 CDI Agreement-Final.docx PROCUREMENT AGREEMENT NUMBER: P-25-004 Page 6 CDI January 17, 2025 CONTRACTOR TO COMPLETE: Company: Cities Digital, Inc. "CDI" Type of Entity: ❑ Individual Q Limited Liability Company ❑ Sole Proprietorship ❑ Limited Liability Partnership ■❑ Corporation ❑ General Partnership 2000 O'Neil Road Suite 150 Hudson WI 54016 Address City State Zip 651-714-2800 sales@cdi.support TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS Print Name & Patrick Welsch, President Patrick Welsch, President Title: Print Name &Title: Patrick Welsch Digitally signed by Patrick Welsch Patrick Welsch Digitally signed by Patrick Welsch Signature: Date:2025.01.2008:51:47-08-00' Signature: Date:2025.01.22 08:57:01-08'00' ACCOUNTING USE ONLY ORG No.: 43652000 Account No.: 7295 Requisition No.: 4362520001 (7/2024) P-25-004 CDI Agreement-Final.docx Exhibits : A. County of Fresno Request for Demonstration No. 25-013 B. CDI Software and Services Quote C. Data Security D. Statement of Work P-25-004 Exhibit A County of Fresno — Request for Demonstrations #25-013 ESRI and Laserfiche Integration OVERVIEW: The County of Fresno, Department of Public Works and Planning is exploring options available for ESRI and Laserfiche integration. This integration allows users to view, search, and upload documents directly into Laserfiche through the ArcGIS interface.The ArcGIS map will have the ability to auto-populate to indicate which features on the map have Laserfiche stored documents associated with them. Documents,folders, and metadata from Laserfiche are shown as ArcGIS feature services, enabling full use of ArcGIS tools and functions. Documents within folders are displayed as attachments within the feature layer and are viewable within Laserfiche Web Access or WebLink. Documents or folders from Laserfiche can be made available as read-only for public users or read/write for internal users to view within Laserfiche Web Access or WebLink. • The integration has to be compatible with ArcGIS Server 10.9 or higher. • ArcGIS administrators are able to work with the Laserfiche layers as if they were hosted in ArcGIS. • Documents or folders in Laserfiche are immediately available in real-time. DEMONSTRATION: Effective demonstrations should cover the core functionality of the software and provide a minimum of sixty(60) minutes total. Please refer to the Presentation Information document on the following page for a more comprehensive overview of demonstrations. In the demonstration, we would like to see: • Live demonstration of the integration within Arcgis Portal. • The ability view, search, and upload documents directly into Laserfiche through the ArcGIS interface • The ability to attach multiple documents to Laserfiche through ArcGIS interface. • Other standard features that come with the software. PRESENTATION INFORMATION: Demonstrations will take place via teleconference or web conference. Vendors must provide the meeting link/invitation information for attendees to join remotely. Tips for a Successful Presentation We are not looking for a sales team pitch, a history of the company, client lists, or awards. The review panel for these demonstrations consists of employees who are technically oriented, either as an IT professional or as the experts that will be using the software in their day-to-day work. Below is a suggested presentation format. Sample Presentation Format Company Introduction 3 minutes Demonstration of software 35 minutes Questions from audience 20 minutes Closing 2 minutes Company Introduction: Introduce your team and identify your specific roles. Explain your company's overall values and how you see that benefitting the County in our needs. How will that set up a strong partnership? Demonstration of Software: Show us what your software does. Questions from Audience: We would like a minimum of twenty(20) minutes dedicated solely to questions. Closing: Provide a brief closing to your presentation. Note:This demonstration should not include pricing information. Exhibit 6 CDI Software & Services Quote Andrew Albers Prepared for: Fresno County CDI Quote#:67973v.2 2000 O'Neil Rd.,Suite 100 Quote Date: 1/8/2025 Hudson,WI 54016 Quote Expiration: 2/7/2025 Software, Hardware & Renewal ProductQuantity Unit Cost Renewal Renewal Total Quantity Unit Cost ArcGIS Integration with Laserfiche 1.00 $8,000.00 1.0000 $1,600.00 $9,600.00 (CD2155) Software/Hardware: $8,000.00 Renewal: $1,600.00 Tax: $.00 Total: $9,600.00 Services Service Service Service Tota I Quantity Unit Cost Service Package-Gold (40 hours)-Prepaid Service Hours 1.00 $7,400.00 $7,400.00 (CD6000GOV) Laserfiche and ArcGIS integration installation,configuration, consulting,project management and training. Service: $7,400.00 Tax: $ .00 Total: $7,400.00 TotalTotals . $8,000.00 Total $1,600.00 Total $7,400.00 . $ .00 • $17,000.00 *Renewals encompass Maintenance,Subscription,or Cloud where selected CDI 1 2000 O'Neil Rd.,Suite 100 1 Hudson,WI 54016 1 P.855.714.2800 1 cdi.support P-25-004 Exhibit C Confidentiality and Data Security 1. Definitions Capitalized terms used in this Exhibit C have the meanings set forth in this section 1. (A) "Authorized Employees" means the Contractor's employees who have access to Personal Information. (B) "Authorized Persons" means: (i) any and all Authorized Employees; and (ii) any and all of the Contractor's subcontractors, representatives, agents, outsourcers, and consultants, and providers of professional services to the Contractor, who have access to Personal Information and are bound by law or in writing by confidentiality obligations sufficient to protect Personal Information in accordance with the terms of this Exhibit C. (C) "Director" means the County's Director of Internal Services/Chief Information Officer or his or her designee. (D) "Disclose" or any derivative of that word means to disclose, release, transfer, disseminate, or otherwise provide access to or communicate all or any part of any Personal Information orally, in writing, or by electronic or any other means to any person. (E) "Person" means any natural person, corporation, partnership, limited liability company, firm, or association. (F) "Personal Information" means any and all information, including any data, provided, or to which access is provided, to the Contractor by or upon the authorization of the County, under this Agreement, including but not limited to vital records, that: (i) identifies, describes, or relates to, or is associated with, or is capable of being used to identify, describe, or relate to, or associate with, a person (including, without limitation, names, physical descriptions, signatures, addresses, telephone numbers, e-mail addresses, education, financial matters, employment history, and other unique identifiers, as well as statements made by or attributable to the person); (ii) is used or is capable of being used to authenticate a person (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or personal identification numbers (PINs), financial account numbers, credit report information, answers to security questions, and other personal identifiers); or (iii) is personal information within the meaning of California Civil Code section 1798.3, subdivision (a), or 1798.80, subdivision (e). Personal Information does not include publicly available information that is lawfully made available to the general public from federal, state, or local government records. (G)"Privacy Practices Complaint" means a complaint received by the County relating to the Contractor's (or any Authorized Person's) privacy practices, or alleging a Security Breach. Such complaint shall have sufficient detail to enable the Contractor to promptly investigate and take remedial action under this Exhibit C. (H) "Privileged 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 or any attorney of the County, under this agreement, including but not limited to any or all of the following: (i) records pertaining to pending litigation to which the County is party, or to claims made pursuant to the Government Claims Act (Gov. Code, Tit. 1, Div. 3.6, beginning with section 810), until the pending litigation or claim has been finally adjudicated or otherwise settled, which are exempt from disclosure under Government P-25-004 Exhibit C Confidentiality and Data Security Code section 6254, subdivision (b); (ii) any information that is subject to the attorney- client privilege, which includes but is not limited to a "confidential communication between client and lawyer," as that term is defined in Evidence Code section 952, where the County is the client and any attorney of the County is the lawyer, and the Contractor may be serving as a representative of the County, as an intermediate representative for communication between the County and any attorney of the County, or both; or (iii) both (i) and (ii). For purposes of a "confidential communication between client and lawyer" under this Agreement, the Contractor is presumed to be present to further the interest of the County in its consultation with an attorney of the County, reasonably necessary for the transmission of the information or the accomplishment of the purpose for which the attorney of the County is consulted, or both. The Contractor acknowledges that the attorney-client privilege protecting Privileged Information belongs to the County and may only be waived by the County's Board of Supervisors, and may not be waived by any other County official. The Contractor has no right or authority to waive the attorney-client privilege that belongs to the County. (1) "Security Safeguards" means physical, technical, administrative or organizational security procedures and practices put in place by the Contractor(or any Authorized Persons) that relate to the protection of the security, confidentiality, value, or integrity of Personal Information. Security Safeguards shall satisfy the minimal requirements set forth in section 3(C) of this Exhibit C. (J) "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. (K) "Use" or any derivative of that word means to receive, acquire, collect, apply, manipulate, employ, process, transmit, disseminate, access, store, disclose, or dispose of Personal Information. 2. Standard of Care (A) The Contractor acknowledges that, in the course of its engagement by the County under this Agreement, the Contractor, or any Authorized Persons, may Use Personal Information only as permitted in this Agreement. (B) The Contractor acknowledges that Personal Information is deemed to be confidential information of, or owned by, the County (or persons from whom the County receives or has received Personal Information) and is not confidential information of, or owned or by, the Contractor, or any Authorized Persons. The Contractor further acknowledges that all right, title, and interest in or to the Personal Information remains in the County (or persons from whom the County receives or has received Personal Information) P-25-004 Exhibit C Confidentiality and Data Security regardless of the Contractor's, or any Authorized Person's, Use of that Personal Information. (C)The Contractor agrees and covenants in favor of the Country that the Contractor shall: (i) keep and maintain all Personal Information in strict confidence, using such degree of care under this section 2 as is reasonable and appropriate to avoid a Security Breach; (ii) Use Personal Information exclusively for the purposes for which the Personal Information is made accessible to the Contractor pursuant to the terms of this Exhibit C; (iii) Use Privileged Information exclusively for the purposes for which the Privileged Information is made accessible to the Contractor pursuant to the terms of this Exhibit C; (iv) 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; (v) 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 of the County's Board of Supervisors; and (vi) not, directly or indirectly, Disclose Privileged Information to any person (an "Unauthorized Third Party") other than Authorized Persons pursuant to this Agreement, with the express prior written consent of the County's Board of Supervisors. (D) Notwithstanding the foregoing paragraph, in any case in which the Contractor believes it, or any Authorized Person, is required to disclose Personal Information to government regulatory authorities, or pursuant to a legal proceeding, or otherwise as may be required by applicable law, Contractor shall (i) immediately notify the County of the specific demand for, and legal authority for the disclosure, including providing County with a copy of any notice, discovery demand, subpoena, or order, as applicable, received by the Contractor, or any Authorized Person, from any government regulatory authorities, or in relation to any legal proceeding, and (ii) promptly notify the County before such Personal Information is offered by the Contractor for such disclosure so that the County may have sufficient time to obtain a court order or take any other action the County may deem necessary to protect the Personal Information from such disclosure, and the Contractor shall cooperate with the County to minimize the scope of such disclosure of such Personal Information. (E) The Contractor shall remain liable to the County for the actions and omissions of any Unauthorized Third Party concerning its Use of such Personal Information as if they were the Contractor's own actions and omissions. 3. Information Security P-25-004 Exhibit C Confidentiality and Data Security (A) The Contractor covenants, represents and warrants to the County that the Contractor's Use of Personal Information under this Agreement does and will at all times comply with all applicable federal, state, and local, privacy and data protection laws, as well as all other applicable regulations and directives, including but not limited to California Civil Code, Division 3, Part 4, Title 1.81 (beginning with section 1798.80), and the Song- Beverly Credit Card Act of 1971 (California Civil Code, Division 3, Part 4, Title 1.3, beginning with section 1747). If the Contractor Uses credit, debit or other payment cardholder information, the Contractor shall at all times remain in compliance with the Payment Card Industry Data Security Standard ("PCI DSS") requirements, including remaining aware at all times of changes to the PCI DSS and promptly implementing and maintaining all procedures and practices as may be necessary to remain in compliance with the PCI DSS, in each case, at the Contractor's sole cost and expense. (B) The Contractor covenants, represents and warrants to the County that, as of the effective date of this Agreement, the Contractor has not received notice of any violation of any privacy or data protection laws, as well as any other applicable regulations or directives, and is not the subject of any pending legal action or investigation by, any government regulatory authority regarding same. (C)Without limiting the Contractor's obligations under section 3(A) of this Exhibit C, the Contractor's (or Authorized Person's) Security Safeguards shall be no less rigorous than accepted industry practices and, at a minimum, include the following: (i) limiting Use of Personal Information strictly to the Contractor's and Authorized Persons' technical and administrative personnel who are necessary for the Contractor's, or Authorized Persons', Use of the Personal Information pursuant to this Agreement; (ii) ensuring that all of the Contractor's connectivity to County computing systems will only be through the County's security gateways and firewalls, and only through security procedures approved upon the express prior written consent of the Director; (iii) to the extent that they contain or provide access to Personal Information, (a) securing business facilities, data centers, paper files, servers, back-up systems and computing equipment, operating systems, and software applications, including, but not limited to, all mobile devices and other equipment, operating systems, and software applications with information storage capability; (b) employing adequate controls and data security measures, both internally and externally, to protect (1) the Personal Information from potential loss or misappropriation, or unauthorized Use, and (2) the County's operations from disruption and abuse; (c) having and maintaining network, device application, database and platform security; (d) maintaining authentication and access controls within media, computing equipment, operating systems, and software applications; and (e) installing and maintaining in all mobile, wireless, or handheld devices a secure internet connection, having continuously updated anti-virus software protection and a remote wipe feature always enabled, all of which is subject to express prior written consent of the Director; P-25-004 Exhibit C Confidentiality and Data Security (iv) encrypting all Personal Information at advance encryption standards of Advanced Encryption Standards (AES) of 128 bit or higher (a) stored on any mobile devices, including but not limited to hard disks, portable storage devices, or remote installation, or (b) transmitted over public or wireless networks (the encrypted Personal Information must be subject to password or pass phrase, and be stored on a secure server and transferred by means of a Virtual Private Network (VPN) connection, or another type of secure connection, all of which is subject to express prior written consent of the Director); (v) strictly segregating Personal Information from all other information of the Contractor, including any Authorized Person, or anyone with whom the Contractor or any Authorized Person deals so that Personal Information is not commingled with any other types of information; (vi) having a patch management process including installation of all operating system and software vendor security patches; (vii) maintaining appropriate personnel security and integrity procedures and practices, including, but not limited to, conducting background checks of Authorized Employees consistent with applicable law; and (viii) providing appropriate privacy and information security training to Authorized Employees. (D) During the term of each Authorized Employee's employment by the Contractor, the Contractor shall cause such Authorized Employees to abide strictly by the Contractor's obligations under this Exhibit C. The Contractor shall maintain a disciplinary process to address any unauthorized Use of Personal Information by any Authorized Employees. (E) The Contractor shall, in a secure manner, backup daily, or more frequently if it is the Contractor's practice to do so more frequently, Personal Information received from the County, and the County shall have immediate, real time access, at all times, to such backups via a secure, remote access connection provided by the Contractor, through the Internet. (F) The Contractor shall provide the County with the name and contact information for each Authorized Employee (including such Authorized Employee's work shift, and at least one alternate Authorized Employee for each Authorized Employee during such work shift) who shall serve as the County's primary security contact with the Contractor and shall be available to assist the County twenty-four (24) hours per day, seven (7) days per week as a contact in resolving the Contractor's and any Authorized Persons' obligations associated with a Security Breach or a Privacy Practices Complaint. (G)The Contractor shall not knowingly include or authorize any Trojan Horse, back door, time bomb, drop dead device, worm, virus, or other code of any kind that may disable, erase, display any unauthorized message within, or otherwise impair any County computing system, with or without the intent to cause harm. 4. Security Breach Procedures P-25-004 Exhibit C Confidentiality and Data Security (A) Immediately upon the Contractor's awareness or reasonable belief of a Security Breach, the Contractor shall (i) notify the Director of the Security Breach, such notice to be given first by telephone at the following telephone number, followed promptly by email at the following email address: (559) 600-6200 /servicedesk@fresnocountyca.gov (which telephone number and email address the County may update by providing notice to the Contractor), and (ii) preserve all relevant evidence (and cause any affected Authorized Person to preserve all relevant evidence) relating to the Security Breach. The notification shall include, to the extent reasonably possible, the identification of each type and the extent of Personal Information that has been, or is reasonably believed to have been, breached, including but not limited to, compromised, or subjected to unauthorized Use, Disclosure, or modification, or any loss or destruction, corruption, or damage. (B) Immediately following the Contractor's notification to the County of a Security Breach, as provided pursuant to section 4(A) of this Exhibit C, the Parties shall coordinate with each other to investigate the Security Breach. The Contractor agrees to fully cooperate with the County, including, without limitation: (i) assisting the County in conducting any investigation; (ii) providing the County with physical access to the facilities and operations affected; (iii) facilitating interviews with Authorized Persons and any of the Contractor's other employees knowledgeable of the matter; and (iv) making available all relevant records, logs, files, data reporting and other materials required to comply with applicable law, regulation, industry standards, or as otherwise reasonably required by the County. To that end, the Contractor shall, with respect to a Security Breach, be solely responsible, at its cost, for all notifications required by law and regulation, or deemed reasonably necessary by the County, and the Contractor shall provide a written report of the investigation and reporting required to the Director within thirty (30) days after the Contractor's discovery of the Security Breach. (C) County shall promptly notify the Contractor of the Director's knowledge, or reasonable belief, of any Privacy Practices Complaint, and upon the Contractor's receipt of that notification, the Contractor shall promptly address such Privacy Practices Complaint, including taking any corrective action under this Exhibit C, 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 twenty-four (24) hours of the Contractor's receipt of notification of such Privacy Practices Complaint, the Contractor shall notify the County whether the matter is a Security Breach, or otherwise has been corrected and the manner of correction, or determined not to require corrective action and the reason for that determination. (D)The Contractor shall take prompt corrective action to respond to and remedy any Security Breach and take mitigating actions, including but not limiting to, preventing any reoccurrence of the Security Breach and correcting any deficiency in Security P-25-004 Exhibit C Confidentiality and Data Security Safeguards as a result of such incident, all at the Contractor's sole expense, in accordance with applicable privacy rights, laws, regulations and standards. The Contractor shall reimburse the County for all reasonable costs incurred by the County in responding to, and mitigating damages caused by, any Security Breach, including all costs of the County incurred relation to any litigation or other action described section 4(E) of this Exhibit C. (E) The Contractor agrees to cooperate, at its sole expense, with the County in any litigation or other action to protect the County's rights relating to Personal Information, including the rights of persons from whom the County receives Personal Information. 5. Oversight of Security Compliance (A) The Contractor shall have and maintain a written information security policy that specifies Security Safeguards appropriate to the size and complexity of the Contractor's operations and the nature and scope of its activities. (B) Upon the County's written request, to confirm the Contractor's compliance with this Exhibit C, as well as any applicable laws, regulations and industry standards, the Contractor grants the County or, upon the County's election, a third party on the County's behalf, permission to perform an assessment, audit, examination or review of all controls in the Contractor's physical and technical environment in relation to all Personal Information that is Used by the Contractor pursuant to this Agreement. The Contractor shall fully cooperate with such assessment, audit or examination, as applicable, by providing the County or the third party on the County's behalf, access to all Authorized Employees and other knowledgeable personnel, physical premises, documentation, infrastructure and application software that is Used by the Contractor for Personal Information pursuant to this Agreement. In addition, the Contractor shall provide the County with the results of any audit by or on behalf of the Contractor that assesses the effectiveness of the Contractor's information security program as relevant to the security and confidentiality of Personal Information Used by the Contractor or Authorized Persons during the course of this Agreement under this Exhibit C. (C)The Contractor shall ensure that all Authorized Persons who Use Personal Information agree to the same restrictions and conditions in this Exhibit C 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. 6. Return or Destruction of Personal Information. Upon the termination of this Agreement, the Contractor shall, and shall instruct all Authorized Persons to, promptly return to the County all Personal Information, whether in written, electronic or other form or media, in its possession or the possession of such Authorized Persons, in a machine readable form used by the County at the time of such return, or upon the express prior written consent of the Director, securely destroy all such Personal Information, and certify in writing to the County that such Personal Information have been returned to the County or disposed of securely, as applicable. If the Contractor is authorized to dispose of any such Personal Information, as provided in this Exhibit C, 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 P-25-004 Exhibit C Confidentiality and Data Security directions provided by the Director with respect to the return or disposal of Personal Information and copies of Personal Information. If return or disposal of such Personal Information or copies of Personal Information is not feasible, the Contractor shall notify the County according, specifying the reason, and continue to extend the protections of this Exhibit C to all such Personal Information and copies of Personal Information. The Contractor shall not retain any copy of any Personal Information after returning or disposing of Personal Information as required by this section 6. The Contractor's obligations under this section 6 survive the termination of this Agreement and apply to all Personal Information that the Contractor retains if return or disposal is not feasible and to all Personal Information that the Contractor may later discover. 7. Equitable Relief. The Contractor acknowledges that any breach of its covenants or obligations set forth in this Exhibit C may cause the County irreparable harm for which monetary damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, the County is entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other remedy to which the County may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available to the County at law or in equity or under this Agreement. 8. Indemnity. The Contractor shall defend, indemnify and hold harmless the County, its officers, employees, and agents, (each, a "County Indemnitee") from and against any and all infringement of intellectual property including, but not limited to infringement of copyright, trademark, and trade dress, invasion of privacy, information theft, and extortion, unauthorized Use, Disclosure, or modification of, or any loss or destruction of, or any corruption of or damage to, Personal Information, Security Breach response and remedy costs, credit monitoring expenses, forfeitures, losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, fines and penalties (including regulatory fines and penalties), costs or expenses of whatever kind, including attorneys' fees and costs, the cost of enforcing any right to indemnification or defense under this Exhibit C and the cost of pursuing any insurance providers, arising out of or resulting from any third party claim or action against any County Indemnitee in relation to the Contractor's, its officers, employees, or agents, or any Authorized Employee's or Authorized Person's, performance or failure to perform under this Exhibit C or arising out of or resulting from the Contractor's failure to comply with any of its obligations under this section 8. The provisions of this section 8 do not apply to the acts or omissions of the County. The provisions of this section 8 are cumulative to any other obligation of the Contractor to, defend, indemnify, or hold harmless any County Indemnitee under this Agreement. The provisions of this section 8 shall survive the termination of this Agreement. 9. Survival. The respective rights and obligations of the Contractor and the County as stated in this Exhibit C shall survive the termination of this Agreement. 10. No Third Party Beneficiary. Nothing express or implied in the provisions of in this Exhibit C is intended to confer, nor shall anything in this Exhibit C confer, upon any person other than the County or the Contractor and their respective successors or assignees, any rights, remedies, obligations or liabilities whatsoever. 11. No County Warranty. The County does not make any warranty or representation whether any Personal Information in the Contractor's (or any Authorized Person's) possession or control, P-25-004 Exhibit C Confidentiality and Data Security or Use by the Contractor (or any Authorized Person), pursuant to the terms of this Agreement is or will be secure from unauthorized Use, or a Security Breach or Privacy Practices Complaint. County of Fresno Agreement No. P-25-004 Exhibit D Statement of Work Fresno County 1Integration Main Contact: Thanaphat Srisukwatana tsrisukwatana «r?fresnocountyca.gov 559-600-4471 i � Prepared by: Andrew Albers Date of Draft: 1/10/2025 '! ©2025 CDI � www.cdi.support � Support 855-714-2800 ext. 1 County of Fresno Agreement No. P-25-004 C D I Statement of Work TABLE OF CONTENTS TABLE OF CONTENTS.....................................................................................................................................2 PROJECTSCHEDULE......................................................................................................................................3 PROJECT COST ESTIMATE..............................................................................................................................3 PROJECT BACKGROUND................................................................................................................................4 PROJECTGOALS ............................................................................................................................................4 PROJECTDELIVERABLES................................................................................................................................5 PROJECT EXCLUSIONS...................................................................................................................................7 PROJECT ASSUMPTIONS ...............................................................................................................................7 PROJECT CONTACTS......................................................................................................................................8 ClientTeam...............................................................................................................................................8 CDITeam...................................................................................................................................................8 PRICE, PAYMENT, & HOLD............................................................................................................................9 Invoices.....................................................................................................................................................9 Payment....................................................................................................................................................9 Change Request Procedures.....................................................................................................................9 Hold & Unavailability Clause.....................................................................................................................9 ACCEPTANCE &AUTHORIZATION...............................................................................................................10 @202S CDI I www.cdi.support • •• :11 - County of Fresno Agreement No. P-25-004 DI Statement of Work PROJECT SCHEDULE Estimated Finish Deliverable Name TBD Project Management TBD Integration Installation TBD ArcLF Integration Implementation TBD ArcLF Autofile Workflow TBD ArcLF Training PROJECT COST ESTIMATE Time spent is billed per employee,per hour. Task Time estimated Requirements& Documentation 0 Installation 1 Project Management 8 Consulting 0 Configuration 29 *Conversion 0 *Custom Integration 0 Documentation 0 Training 2 Travel Per Current Policy **TOTAL HOURS 40 * Development services not covered by a flat-fee are billed at a rate of$330/hr. Estimates shown for these services are prorated at the client's non-development hourly rate of$185/hr. **If a client has an active Professional Services Package,billable time will be consumed from it.Otherwise,all time will be billed at a rate of$185/hr.for consulting services and$330/hr.for Development services. p • • •• • •• :11 - County of Fresno Agreement No. P-25-004 CDI Statement of Work PROJECT BACKGROUND Fresno County is looking to leverage the CDI ArcLF integration with Laserfiche to allow for the ability to display documents and records via the ArcGIS map interface. PROJECT GOALS 1. Implement and configure CDI ArcLF Integration. @2025 CIDI I www.cdi.support • •• :11 - County of Fresno Agreement No. P-25-004 CDI Statement of Work PROJECT DELIVERABLES Project Management CDI will provide project management which includes ensuring the CDI team Work Category: Project members have a clear understanding of the project scope and tasks required to Management realize the solution are understood and manage this project to successful completion. Billing Type: Billable Deliverable Requirements CDI's project management team will: Estimated Time: - Define requirements and develop a statement of work. 8.00 hours - Assign tasks to the project team members. - Manage communication between team members and stakeholders. Estimated Finish: - Ensure the project team works to satisfy the statement of work. TBD - Manage change orders required for changes to the statement of work. - Verify requirements are completed and consistent with the statement of work. - Manage project closure. Integration Installation Installation of the Laserfiche ArcGIS integration. Work Category: New Installation Deliverable Requirements Installation of the Laserfiche ArcGIS integration. Billing Type: Billable Estimated Time: 1.00 hours Estimated Finish: TBD Arcl-F Integration Implementation The CDI team will work with the Client team to implement a layer in the Arcl-F Work Category: Integration to display documents on the GIS map.The CDI Team will work with Configuration the Client Team to complete the ArcLF Planning Worksheet and implement the layers within the integration. Billing Type: Billable The configuration will be completed in a Train the Trainer fashion, allowing the Client team to ask questions and learn how to configure additional layers within Estimated Time: the integration. 24.00 hours Deliverable Requirements Estimated Finish: - Arcl-F Integration Layer is configured to display documents on the map TBD @202S CDI I www.cdi.support • •• :11 - County of Fresno Agreement No. P-25-004 CDI Statement of Work Laserfiche Layer is added to an existing map in ArcGIS to be available in ArcGIS Pro, ArcGIS Online,ArcGIS Portal and Field Maps. Initial layers to be implemented is limited to two layers, additional will require additional time be added to the deliverable. ArcLF - Auto File Workflow To facilitate scanning of new documents and populating metadata, CDI's team Work Category: will create a Laserfiche Workflow to retrieve information from ArcGIS based on Configuration key fields applied to the document during scanning. Billing Type: Deliverable Requirements Billable - Folder structure and Security applied at folder level - Configure metadata and templates to support the initial requirements Estimated Time: - Autofile workflow(s)to be created after everything is taken into 5.00 hours consideration. - Determine folder structure and build departmental template for each Estimated Finish: department that includes autofile (with the ability to identify documents TBD available within the Public Portal) - CDI will work with the client team to define the security requirements for Users and Groups along with and Access Rights and Privileges. ArcLF Training CDI will provide training on the Arcl-F integration with Laserfiche.The CDI team Work Category:Training will provide the Arcl-F overview documentation.The goal of the documentation is to provide users a clear understanding of the integration configured. Billing Type: Billable Deliverable Requirements The documentation will provide an overview of the integration configured and Estimated Time: hands on training will be provided via microsoft teams meeting,which can be 2.00 hours recorded if requested. Estimated Finish: TBD @2025 CDI I www.cdi.support • •• :11 County of Fresno Agreement No. P-25-004 CDI Statement of Work PROJECT EXCLUSIONS 1. Any items previously discussed but not explicitly defined in this document are considered outside of the project scope and will require a change request. PROJECT ASSUMPTIONS 1. Client's Resources will be available to work with CDI's Professional Services Engineers (PSE) or Implementation Manager(IM) during the scheduled dates for each deliverable. Client resources will support Defining Project Requirements, Providing Requirement Clarifications, Resolving Questions within Client's Organization, Performing Acceptance Testing, and Providing Test Results to CDI. 2. Schedule dates in this SOW are contingent on CDI receiving a signed copy of the SOW within 5 business days of SOW receipt by Client. 3. Hours extending beyond the hours estimated in the SOW will need a signed change request before work can continue. Reporting of project hours used and available will be provided during regular project check-in meetings. 4. Client will be available to complete acceptance testing and report results to CDI within five business days after the solution is ready for testing. CDI will then evaluate and resolve defects and bugs reported that are within the scope of this statement of work within five business days of reporting. 5. It is important to have a resource available who has a detailed understanding of your network and server infrastructure to update and manage required changes to support CDI. k 0 @2025 CDI I www.cdi.support • •• :11 County of Fresno Agreement No. P-25-004 CD1 Statement of Work PROJECT CONTACTS Client Team Name Title Project Role Contact Info. Thanaphat IT Manager Main Contact tsrisukwatana@fresnocountyca.go Srisukwatana v 559-600-4471 CDI Team Name Title Project Role Contact Info. Andrew Albers Account Executive Project Sponsor Andrew.Albers@citiesdigital.com 855-714-2800 ext. 104 @2025 CD1 I www.cdi.support • •• :11 - County of Fresno Agreement No. P-25-004 CDI Statement of Work PRICE, PAYMENT, & HOLD Invoices Invoices will be issued upon completion of the project and/or every 30 days after the SOW is accepted and signed. Unless otherwise specified, invoices will be for actual time spent, regardless of estimated time. Payment Invoices are due 30 days after the date of invoice. Invoices will be paid by check or credit card by the due date or will be subject to a 18%APR for every day they are late. Change Request Procedures If during the process of development,the specifications need to be changed,this will be handled through the attached Change Request Form. Please copy this form,fill in the changes that are requested and submit it to your CDI Consultant. Upon receipt the Consultant will Amend this Statement of Work and issue an Amendment. When the Amendment has been signed by CDI and your firm, it will be incorporated into the project plan. IMPORTANT: Change requests may result in an increase in service hours and an extension of deadline. These changes will be noted in the Amendment and will supersede any deadlines or service hours estimated in the original Statement of Work. Hold & Unavailability Clause 1. Project Hold: a. If, for any reason,the Client requests a suspension or delay of the project,the Client shall notify CDI in writing at least [5 days] days prior to the proposed suspension date. b. Upon receipt of the written notice, CDI agrees to suspend all project-related activities and deliverables until further notice from the Client. 2. Client Unavailability: a. In the event that the Client becomes unavailable for a period exceeding [5 days] days without providing prior written notice, CDI reserves the right to place the project on hold. b. In the event that the Client is unable to fulfill testing and feedback for a deliverable within [5 days] of delivery, CDI reserves the right to place the project on hold. 3. Compensation for Project Hold: k 0 @2025 CDI I www.cdi.support • •• :11 ext. 1 • County of Fresno Agreement No. P-25-004 CDI Statement of Work a. In the event of a project hold,the Client agrees to compensate the Contractor at a rate of[$1,000] per week for the duration of the hold. b. Payment for project hold shall commence on the date of suspension and continue until the project resumes or is cancelled. 4. Communication During Hold Period: a. During the project hold period, both parties agree to maintain open communication regarding the project status and any updates that may affect the resumption of work. The CDI main point-of-contact will reach out once per week during the duration of the hold. 5. Project Cancellation Rights: a. If the project remains on hold for a period exceeding [4 weeks], CDI reserves the right to close the project. Project artifacts will remain intact, and the project can be reinitiated, but would be considered a new project and go through a new estimation and planning process. 6. Resumption of Work: a. Upon receiving written notice from the Client, CDI agrees to promptly resume project activities for projects in a hold status within [1 day]. ACCEPTANCE & AUTHORIZATION I, the undersigned, agree to the project specifications outlined above. If I request additional functionality or request changes from above this may result in additional hours to be billed at$185 per hour. Signature Date Printed name 02025 • • •• • •• 800 ext. 1 10