HomeMy WebLinkAboutAgreement A-25-373 with Computer Tech. U.S.A. LLC DBA Blue Hill Data Services.pdf ii
Docusign Envelope ID:73819C20-C689-4ABO-B941-OE219D43AD45
Agreement No. 25-373
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated August 5, 2025 and is between
3 Computer Technologies U.S.A., LLC dba Blue Hill Data Services, a Florida limited liability
4 company ("Contractor"), and the County of Fresno, a political subdivision of the State of
5 California ("County"). Contractor and County are also referred to herein as "Party" or"Parties".
6 Recitals
7 A. The County relies upon its Property Management Information System (PMIS) to manage
8 its property tax assessment, apportionment and collection system. The PMIS is used by both
9 the Assessor-Recorder's office ("Assessor") and the Auditor-Controller/Treasurer-Tax
10 Collector's office ("ACTTC") to perform these tax-related statutory functions.
11 B. The County is authorized to procure contracts that have been competitively bid by other
12 government agencies and cooperative purchasing groups.
13 C. On February 15, 2023, the County of Alameda issued a Request for Proposal (RFP)
14 No. 902251 for mainframe hosting services and the Contractor, the highest-scoring responsive
15 bidder, was awarded the contract.
16 D. The County now wishes to engage the Contractor for mainframe hosting services on
17 behalf of the Assessor and ACTTC according to the terms of this Agreement.
18 The parties therefore agree as follows:
19 Article 1
20 Contractor's Services
21 1.1 Scope of Services. The Contractor shall perform all the services fully described in
22 Exhibit A of this Agreement, entitled "Scope of Services," and Exhibit F of this Agreement,
23 entitled "Service Level Agreements ("SLA")" which are incorporated herein by reference.
24 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
25 able to perform all the services provided in this Agreement.
26 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
27 applicable provisions of federal, state, and local laws and regulations in the performance of its
28 obligations under this Agreement, including but not limited to workers compensation, labor and
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1 employment, and confidentiality laws and regulations.
2 1.4 Coordination of Work. The Contractor shall coordinate all migration/transition work
3 with the County to minimize any interruptions to the normal MIS County operations, through
4 the appointee as identified in section 2.1 of this Agreement.
5 1.5 Patent, Copyright, and Trade Secrets. The Contractor further represents and
6 warrants that the services provided under this Agreement do not infringe upon or violate the
7 United States patent of rights of any third party and do not infringe upon or violate the copyright
8 or trade secret right of any third party. Contractor shall hold the County, its officers, agents, and
9 employees, harmless from liability of any nature or kind, including costs and expenses
10 (including attorney's fees and costs), for infringement or use of any copyrighted or
11 uncopyrighted composition, secret process, patented or unpatented invention, article or
12 appliance furnished or used in connection with this Agreement. This section survives the
13 termination of this Agreement.
14 1.6 ADA Compliance. The Contractor's services shall comply with the Americans with
15 Disabilities Act of 1990 (ADA) to the extent applicable and shall be the sole responsibility of the
16 Contractor. The Contractor shall indemnify, defend, and hold the County its officers, agents, and
17 employees harmless from liability of any nature or kind, including costs and expenses (including
18 attorney's fees and costs) arising from the Contractor's non-compliance therewith, including
19 compliance with ADA Section 508 of the Rehabilitation Act of 1973. This section survives the
20 termination of this Agreement.
21 Article 2
22 County's Responsibilities
23 2.1 County Contract Administrator. The County appoints the Auditor-
24 Controller/Treasurer-Tax Collector, or their designee, as its Contract Administrator. The
25 Contract Administrator has full authority to engage with the Contractor and to oversee all
26 matters related to compliance, contract extensions, and performance under this Agreement.
27 2.2 Contractor Access. The County shall ensure that the Contractor's consultants are
28 provided with access to the County's network and systems as needed.
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1 2.3 The County shall meet all responsibilities delineated in Exhibit A, Responsibilities
2 Matrix in order for the Contractor to produce the identified deliverables and service levels.
3 Article 3
4 Compensation, Invoices, and Payments
5 3.1 The County agrees to pay, and the Contractor agrees to receive, compensation for
6 the performance of its services under this Agreement as provided in Exhibit B to this
7 Agreement, entitled "Compensation" which is incorporated herein by reference.
8 3.2 Maximum Compensation. The maximum compensation payable to the Contractor
9 under this Agreement is $3,500,000. The Contractor acknowledges that the County is a local
10 government entity, and does so with notice that the County's powers are limited by the
11 California Constitution and by State law, and with notice that the Contractor may receive
12 compensation under this Agreement only for services performed according to the terms of this
13 Agreement and while this Agreement is in effect, and subject to the maximum amount payable
14 under this section. The Contractor further acknowledges that County employees have no
15 authority to pay the Contractor except as expressly provided in this Agreement.
16 3.3 Invoices. The Contractor shall submit monthly invoices to County of Fresno, Auditor-
17 Controller/Treasurer-Tax Collector, Administration, 2281 Tulare St, Room 105, Fresno CA,
18 93721, FresnoAuditor@fresnocountyca.gov. The Contractor shall submit each invoice within 60
19 days after the month in which the Contractor performs services and in any case within 60 days
20 after the end of the term or termination of this Agreement.
21 3.4 Payment. The County shall pay each correctly completed and timely submitted
22 invoice within 45 days after receipt. The County shall remit any payment to the Contractor's
23 address specified in the invoice.
24 3.5 Incidental Expenses. The Contractor is solely responsible for all of its costs and
25 expenses that are not specified as payable by the County under Exhibit B of this Agreement.
26 Article 4
27 Term of Agreement
28 4.1 Term. This Agreement is effective on the date that appears on the top of the first
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1 page of this Agreement and terminates on December 31, 2026, except as provided in section
2 4.2, "Extension," or Article 6, "Termination and Suspension," below.
3 4.2 Extension. The term of this Agreement may be extended for no more than two, one-
4 year periods only upon written approval of both parties at least 30 days before the first day of
5 the next one-year extension period. The Auditor-Controller/Treasurer-Tax Collector or his or her
6 designee is authorized to sign the written approval on behalf of the County based on the
7 Contractor's satisfactory performance. The extension of this Agreement by the County is not a
8 waiver or compromise of any default or breach of this Agreement by the Contractor existing at
9 the time of the extension whether or not known to the County.
10 Article 5
11 Notices
12 5.1 Contact Information. The persons and their addresses having authority to give and
13 receive notices provided for or permitted under this Agreement include the following:
14
For the County:
15 Auditor-Controller/Treasurer-Tax Collector
County of Fresno
16 Hall of Records, Room 105
2281 Tulare Street
17 Fresno, CA, 93721
FresnoAuditor(a)fresnocountyca.gov
18
For the Contractor:
19 Thomas Laudati
Executive Director, Service Delivery and CTO
20 Blue Hill Data Services® I CAPS
Computer Technologies U.S.A LLC Companies
21 2 Blue Hill Plaza
Pearl River, NY 10965
22 TLaudati@BlueHillData.com
23 5.2 Change of Contact Information. Either Party may change the information in section
24 5.1 by giving notice as provided in section 5.3.
25 5.3 Method of Delivery. Each notice between the County and the Contractor provided
26 for or permitted under this Agreement must be in writing, state that it is a notice provided under
27 this Agreement, and be delivered either by personal service, by first-class United States mail, by
28 an overnight commercial courier service, by telephonic facsimile transmission, or by Portable
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1 Document Format (PDF) document attached to an email.
2 (A) A notice delivered by personal service is effective upon service to the recipient.
3 (B) A notice delivered by first-class United States mail is effective three County
4 business days after deposit in the United States mail, postage prepaid,
5 addressed to the recipient.
6 (C) A notice delivered by an overnight commercial courier service is effective one
7 County business day after deposit with the overnight commercial courier
8 service, delivery fees prepaid, with delivery instructions given for next day
9 delivery, addressed to the recipient.
10 (D) A notice delivered by telephonic facsimile transmission or by PDF document
11 attached to an email is effective when transmission to the recipient is
12 completed (but, if such transmission is completed outside of County business
13 hours, then such delivery is deemed to be effective at the next beginning of a
14 County business day), provided that the sender maintains a machine record of
15 the completed transmission.
16 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
17 nothing in this Agreement establishes, waives, or modifies any claims presentation
18 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
19 of Title 1 of the Government Code, beginning with section 810).
20 Article 6
21 Termination and Suspension
22 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
23 contingent on the approval of funds by the appropriating government agency. If sufficient funds
24 are not allocated, then the County, upon at least 60 days' advance written notice to the
25 Contractor, may:
26 (A) Modify the services provided by the Contractor under this Agreement; or
27 (B) Terminate this Agreement.
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1 6.2 Termination for Breach.
2 (A) Upon determining that a breach (as defined in paragraph (C) below) has
3 occurred, the County may give written notice of the breach to the Contractor.
4 The written notice may suspend performance under this Agreement and must
5 provide at least 30 days for the Contractor to cure the breach.
6 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
7 time stated in the written notice, the County may terminate this Agreement
8 immediately.
9 (C) For purposes of this section, a breach occurs when, in the determination of the
10 County, the Contractor has:
11 (1) Obtained or used funds illegally or improperly.
12 (2) Failed to comply with any part of this Agreement.
13 (3) Submitted a substantially incorrect or incomplete report to the County; or
14 (4) Improperly performed any of its obligations under this Agreement.
15 6.3 Termination without Cause. In circumstances other than those set forth above, the
16 County may terminate this Agreement by giving at least 60 days advance written notice to the
17 Contractor.
18 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
19 under this Article 6 is without penalty to or further obligation of the County.
20 6.5 County's Rights upon Termination. Upon termination for breach under this Article
21 6, the County may demand repayment by the Contractor of any monies disbursed to the
22 Contractor under this Agreement that, in the County's sole judgment, were not expended in
23 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
24 demand. This section survives the termination of this Agreement.
25 6.6 Obligations upon Termination. Upon termination of this Agreement for any reason,
26 Contractor may promptly suspend performance of all in-scope services that would otherwise
27 have been provided pursuant to this Agreement. In the event of termination or at the expiration
28 of the term, Contractor shall assist the County in ensuring orderly transition of services. The
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1 County shall notify Contractor as to its requests concerning the disposition of tapes, files and
2 other material and Contractor shall follow such instructions provided that Contractor's
3 reasonable and customary price to do so shall be paid to Contractor in advance.
4 6.7 Disengagement Services from Contractor. Standard disengagement activities are
5 included in the contracted services. Some examples of additional costs to the County during a
6 transition from the Contractor may include:
7 a. Shipping —County requested return of media and/or County owned equipment.
The County can provide a shipping account number or Contractor can pay the
8 expense and invoice the County.
9 b. Tape Destruction —Contractor will provide a quote at time of request. Certificate
10 of destruction will be provided.
11 c. Disk Erase—Contractor will provide a quote at time of request. The Contractor's
Technical Engineer will complete the erase process or certified by a recognized
12 trade association or similar third party.
13 d. Technical Services—any special requests for out-of-scope support services will
14 be quoted at Contractor's standard hourly rate at the time of request. If travel is
required, all travel expenses will be billed back to the County.
15
Article 7
16 Independent Contractor
17
7.1 Status. In performing under this Agreement, the Contractor, including its officers,
18
agents, employees, and volunteers, is at all times acting and performing as an independent
19
contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint
20
venturer, partner, or associate of the County.
21
7.2 Verifying Performance. The County has no right to control, supervise, or direct the
22
manner or method of the Contractor's performance under this Agreement, but the County may
23 verify that the Contractor is performing according to the terms of this Agreement.
24 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no
25 right to employment rights or benefits available to County employees. The Contractor is solely
26
responsible for providing to its own employees all employee benefits required by law. The
27
Contractor shall save the County harmless from all matters relating to the payment of
28
Contractor's employees, including compliance with Social Security withholding and all related
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1 regulations.
2 7.4 Services to Others. The parties acknowledge that, during the term of this
3 Agreement, the Contractor may provide services to others unrelated to the County.
4 Article 8
5 Indemnity and Defense
6 8.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
7 County (including its officers, agents, employees, and volunteers) against all claims, demands,
8 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
9 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
10 the performance or failure to perform by the Contractor (or any of its officers, agents,
11 subcontractors, or employees) under this Agreement. The County may conduct or participate in
12 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or
13 defend the County.
14 8.2 Survival. This Article 8 survives the termination of this Agreement.
15 Article 9
16 Insurance
17 9.1 The Contractor shall comply with all the insurance requirements in Exhibit D to this
18 Agreement, entitled "Insurance Requirements" which is incorporated herein by reference.
19 Article 10
20 Ownership of Data
21 10.1 Ownership of Data. The parties acknowledge and agree that all the County's data
22 (Data), is and shall remain the exclusive property of the County. The Contractor acknowledges
23 that in performing its obligations under the Agreement it may have access to the County's
24 networks and Data. The Contractor shall use and access such Data only as necessary for the
25 purpose of providing the services and supporting the Property Management Information System
26 Software as agreed and shall adhere to the Confidentiality and Data Security provisions of this
27 Agreement in using and accessing the Data as provided in Article 11 below.
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1 Article 11
2 Confidentiality and Data Security
3 11.1 Confidentiality. The County and the Contractor may have access to information that
4 the other considers to be a trade secret as defined in California Government Code section
5 7924.510(f).
6 11.2 Each Party shall use the other's information only to perform its obligations under, and
7 for the purposes of, this Agreement. Neither Party shall use the information of the other Party for
8 the benefit of a third party. Each Party shall maintain the confidentiality of all Information in the
9 same manner in which it protects its own information of like kind, but in no event shall either
10 Party take less than reasonable precautions to prevent the unauthorized disclosure or use of the
11 information.
12 11.3 The Contractor shall not disclose the County's Data except to any third parties as
13 necessary to deliver and operate the services required under this Agreement.
14 11.4 Upon termination of the Agreement, or upon a Party's request, each Party shall
15 return to the other all information of the other in its possession. All provisions of this Agreement
16 relating to confidentiality, ownership, and limitations of liability shall survive the termination of
17 this Agreement.
18 11.5 All services performed by the Contractor shall be in strict conformance with all
19 applicable Federal, State of California, and/or local laws and regulations relating to
20 confidentiality, including but not limited to, California Civil Code, California Welfare and
21 Institutions Code, California Health and Safety Code, California Code of Regulations, and the
22 Code of Federal Regulations.
23 11.6 Data Security. The Contractor shall be responsible for the privacy and security
24 safeguards, as identified in Exhibit E, entitled "Data Security" which is incorporated herein by
25 reference. To the extent required to carry out the assessment and authorization process and
26 continuous monitoring, to safeguard against threats and hazards to the security, integrity, and
27 confidentiality of any County Data collected and stored by the Contractor, the Contractor shall
28 afford the County access as necessary at the Contractor's reasonable discretion, to the
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1 Contractor's facilities, installations, and technical capabilities. If new or unanticipated threats or
2 hazards are discovered by either the County or the Contractor, or if existing safeguards have
3 ceased to function, the Party which discovered the issue shall immediately bring it to the
4 attention of the other Party.
5 Article 12
6 Inspections, Audits, and Public Records
7 12.1 Inspection of Documents. The Contractor shall make available to the County, and
8 the County may examine at any time during business hours and as often as the County deems
9 necessary, all of the Contractor's records and data with respect to the matters covered by this
10 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
11 request by the County, permit the County to audit and inspect all of such records and data to
12 ensure the Contractor's compliance with the terms of this Agreement.
13 12.2 State Audit Requirements. If the compensation to be paid by the County under this
14 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
15 California State Auditor, as provided in Government Code section 8546.7, for a period of three
16 years after final payment under this Agreement. This section survives the termination of this
17 Agreement.
18 12.3 Public Records. The County is not limited in any manner with respect to its public
19 disclosure of this Agreement or any record or data that the Contractor may provide to the
20 County. The County's public disclosure of this Agreement or any record or data that the
21 Contractor may provide to the County may include but is not limited to the following:
22 (A) The County may voluntarily, or upon request by any member of the public or
23 governmental agency, disclose this Agreement to the public or such
24 governmental agency.
25 (B) The County may voluntarily, or upon request by any member of the public or
26 governmental agency, disclose to the public or such governmental agency any
27 record or data that the Contractor may provide to the County, unless such
28 disclosure is prohibited by court order.
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1 (C) This Agreement, and any record or data that the Contractor may provide to the
2 County, is subject to public disclosure under the Ralph M. Brown Act (California
3 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section
4 54950).
5 (D) This Agreement, and any record or data that the Contractor may provide to the
6 County, is subject to public disclosure as a public record under the California
7 Public Records Act (California Government Code, Title 1, Division 7, Chapter
8 3.5, beginning with section 6250) ("CPRA").
9 (E) This Agreement, and any record or data that the Contractor may provide to the
10 County, is subject to public disclosure as information concerning the conduct of
11 the people's business of the State of California under California Constitution,
12 Article 1, section 3, subdivision (b).
13 (F) Any marking of confidentiality or restricted access upon or otherwise made with
14 respect to any record or data that the Contractor may provide to the County
15 shall be disregarded and have no effect on the County's right or duty to
16 disclose to the public or governmental agency any such record or data.
17 12.4 Public Records Act Requests. If the County receives a written or oral request
18 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
19 and which the County has a right, under any provision of this Agreement or applicable law, to
20 possess or control, then the County may demand, in writing, that the Contractor deliver to the
21 County, for purposes of public disclosure, the requested records that may be in the possession
22 or control of the Contractor. Within five business days after the County's demand, the
23 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
24 possession or control, together with a written statement that the Contractor, after conducting a
25 diligent search, has produced all requested records that are in the Contractor's possession or
26 control, or (b) provide to the County a written statement that the Contractor, after conducting a
27 diligent search, does not possess or control any of the requested records. The Contractor shall
28 cooperate with the County with respect to any County demand for such records. If the
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1 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
2 CPRA or other applicable law, it must deliver the record or data to the County and assert the
3 exemption by citation to specific legal authority within the written statement that it provides to
4 the County under this section. The Contractor's assertion of any exemption from disclosure is
5 not binding on the County, but the County will give at least 10 days' advance written notice to
6 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
7 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
8 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
9 failure to produce any such records, or failure to cooperate with the County with respect to any
10 County demand for any such records.
11 Article 13
12 Disclosure of Self-Dealing Transactions
13 13.1 Applicability. This Article 13 applies if the Contractor is operating as a corporation
14 or changes its status to operate as a corporation.
15 13.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
16 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
17 "Self-Dealing Transaction Disclosure Form," attached as Exhibit C to this Agreement, and
18 submitting it to the County before commencing the transaction or immediately after.
19 13.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
20 a party and in which one or more of its directors, as an individual, has a material financial
21 interest.
22 Article 14
23 General Terms
24 14.1 ACTTC means the County Auditor-Controller/Treasurer-Tax Collector or his or her
25 designee.
26 14.2 ASR or Assessor means the County Assessor-Recorder or his or her designee.
27 14.3 CIO means the County's Director of IT Services/Chief Information Officer or his or
28 her designee.
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1 14.4 Modification. Except as provided in Article 6, "Termination and Suspension," this
2 Agreement may not be modified, and no waiver is effective, except by written agreement signed
3 by both parties. The Contractor acknowledges that County employees have no authority to
4 modify this Agreement except as expressly provided in this Agreement.
5 14.5 Non-Assignment. Neither Party may assign its rights or delegate its obligations
6 under this Agreement without the prior written consent of the other Party.
7 14.6 Governing Law. The laws of the State of California govern all matters arising from
8 or related to this Agreement.
9 14.7 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
10 County, California. Contractor consents to California jurisdiction for actions arising from or
11 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
12 brought and maintained in Fresno County.
13 14.8 Construction. The final form of this Agreement is the result of the Parties' combined
14 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
15 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
16 against either Party.
17 14.9 Days. Unless otherwise specified, "days" means calendar days.
18 14.10 Headings. The headings and section titles in this Agreement are for convenience
19 only and are not part of this Agreement.
20 14.11 Severability. If anything in this Agreement is found by a court of competent
21 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
22 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
23 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
24 intent.
25 14.12 Nondiscrimination. During the performance of this Agreement, the Contractor shall
26 not unlawfully discriminate against any employee or applicant for employment, or recipient of
27 services, because of race, religious creed, color, national origin, ancestry, physical disability,
28 mental disability, medical condition, genetic information, marital status, sex, gender, gender
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1 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
2 all applicable State of California and federal statutes and regulation.
3 14.13 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
4 of the Contractor under this Agreement on any one or more occasions is not a waiver of
5 performance of any continuing or other obligation of the Contractor and does not prohibit
6 enforcement by the County of any obligation on any other occasion.
7 14.14 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
8 between the Contractor and the County with respect to the subject matter of this Agreement,
9 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
10 publications, and understandings of any nature unless those things are expressly included in
11 this Agreement. If there is any inconsistency between the terms of this Agreement without its
12 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
13 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
14 exhibits.
15 14.15 Assurance of Performance. If at any time County believes Contractor may not be
16 adequately performing its obligations under this Agreement or that Contractor may fail to
17 complete the Services as required by this Agreement, County may request from Contractor
18 prompt written assurances of performance and a written plan acceptable to County, to correct
19 the observed deficiencies in Contractor's performance. Contractor shall provide such written
20 assurances and written plan within ten (10) calendar days of its receipt of County's request and
21 shall thereafter diligently commence and fully perform such written plan. Contractor
22 acknowledges and agrees that any failure to provide such written assurances and written plan
23 within the required time is a material breach under this Agreement.
24 14.16 Advertising or Publicity. Contractor shall not use the name of County, its officers,
25 directors, employees or agents, in advertising or publicity releases or otherwise without securing
26 the prior written consent of County in each instance.
27 14.17 No Third-Party Beneficiaries. This Agreement does not and is not intended to
28 create any rights or obligations for any person or entity except for the parties.
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1 14.18 Authorized Signature. The Contractor represents and warrants to the County that:
2 (A) The Contractor is duly authorized and empowered to sign and perform its
3 obligations under this Agreement.
4 (B) The individual signing this Agreement on behalf of the Contractor is duly
5 authorized to do so and his or her signature on this Agreement legally binds the
6 Contractor to the terms of this Agreement.
7 14.19 Electronic Signatures. The parties agree that this Agreement may be executed by
8 electronic signature as provided in this section.
9 (A) An "electronic signature" means any symbol or process intended by an
10 individual signing this Agreement to represent their signature, including but not
11 limited to (1) a digital signature; (2) a faxed version of an original handwritten
12 signature; or (3) an electronically scanned and transmitted (for example by
13 PDF document) version of an original handwritten signature.
14 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
15 equivalent to a valid original handwritten signature of the person signing this
16 Agreement for all purposes, including but not limited to evidentiary proof in any
17 administrative or judicial proceeding, and (2) has the same force and effect as
18 the valid original handwritten signature of that person.
19 (C) The provisions of this section satisfy the requirements of Civil Code section
20 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code,
21 Division 3, Part 2, Title 2.5, beginning with section 1633.1).
22 (D) Each Party using a digital signature represents that it has undertaken and
23 satisfied the requirements of Government Code section 16.5, subdivision (a),
24 paragraphs (1) through (5), and agrees that each other Party may rely upon
25 that representation.
26 (E) This Agreement is not conditioned upon the parties conducting the transactions
27 under it by electronic means and either Party may sign this Agreement with an
28 original handwritten signature.
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1 14.20 Counterparts. This Agreement may be signed in counterparts, each of which is an
2 original, and all of which together constitute this Agreement.
3 14.21 Agent for Service of Process. The Contractor represents to the County that the
4 Contractor's agent for service of process in California, and that such agent's address for
5 receiving such service of process in California, which information the Contractor shall maintain
6 with the office of the California Secretary of State, is as follows:
7 Registered Agent Solutions, Inc.
720 14th Street
8 Sacramento, CA 95814
9 The Contractor further represents to the County that if the Contractor changes its agent for
10 service of process in California, or the Contractor's agent for service of process in California
11 changes its address for receiving such service of process in California, which changed
12 information the Contractor shall maintain with the office of the California Secretary of State, the
13 Contractor shall give the County written notice thereof within five calendar days thereof pursuant
14 to Article 5.
15
16 [SIGNATURE PAGE FOLLOWS]
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Docusign Envelope ID.73819C20-C689-4ABO-B941-OE219D43AD45
1 The parties are signing this Agreement on the date stated in the introductory clause.
2
COMPUTER TECHNOLOGIES U.S.A., LLC COUNTY OF FRESNO
3 DBA BLUE HILL DATA SERVICES
4 Signed by:
5Zb 0'S t x&
5 f'I'I'A�t4dddati Ernest Buddy Men , Chairman of the
6 Executive Director, Service Delivery and CTO Board of Supervisors of the County of Fresno
2 Blue Hill Plaza Attest:
7 Pearl River, NY 10965 Bernice E. Seidel
Clerk of the Board of Supervisors
8 County of Fresno, State of California
9 AAA-,C,�-
By: J11-
10 Deputy
11 For accounting use only:
12 ACTTC
Org No.: 04100100
13 Account No.: 7296
Fund No.: 0001
14 Subclass No.: 10000
15 Assessor Recorder
Org: 04200100
16 Account: 7296
17 Fund: 0001
Subclass: 10000
18
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Docusign Envelope ID:73819C20-C689-4ABO-B941-OE219D43AD45
1 Scope of Services
2 1. Contractor shall provide mainframe hosting services with the Specific Requirements and
3 Deliverables set on this Exhibit A, consisting of the following:
4 Specific Requirements and Deliverables
5
2. Contractor project team will consist of the following Key Personnel and subcontractors, as
6 applicable during the contract term:
7
8 Name Title Telephone Email Address
9 Thomas Executive Director, Service 845-875-7027 TLaudati@BlueHillData.com
Laudati Delivery and Chief
10 Technology Officer
Peter Chief Security Officer and 845-875-7042 PPiasentini@BlueHillData.com
11 Piasentini Senior Director, Network
Services
12 Michael Senior Director, Mainframe 845-875-7043 MWoods@BlueHillData.com
Woods Services
13 Blair J. Senior Director, Client 954-873-1228 BMonroe@BlueHillData.com
14 Monroe Services and Service Desk
Donna Account Manager 845-875-7098 DBahnfleth@BlueHillData.com
15 Bahnfleth
Ana Director Enterprise 845-875-7058 AAndrade@BlueHillData.com
16 Andrade Operations
Nigel Director, Production Control 845-875-7023 NJhagroo@BlueHillData.com
17 Jha roo
18 Mike Manager, Service Desk 845-875-7030 MWhaley@BlueHillData.com
Whale
19
20
Contractor agrees that it shall not transfer or reassign the individuals identified above as
21 Key Personnel or substitute subcontractors without the express written agreement of
County, which agreement shall not be unreasonably withheld. Should such individual or
22 individuals in the employ of Contractor no longer be employed by Contractor during the
term of this Agreement, Contractor shall make a good faith effort to present to County an
23 individual with greater or equal qualifications as a replacement subject to County's
24 approval, which approval shall not be unreasonably withheld.
25 3. The approval of County to a requested change shall not release Contractor from its
obligations under this Agreement.
26
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Docusign Envelope ID:73819C20-C689-4ABO-B941-OE219D43AD45
1 SPECIFIC REQUIREMENTS
2
General
3
a. The Contractor or the mainframe hosting provider represents that they are
4 Criminal Justice Information Services (CJIS) Compliant.
5 All solutions and services are customized per CJIS Compliance
6 Requirements.
7 b. The general user support must be during 8:00 a.m. to 5:00 p.m. Monday
through Friday Pacific Time zone for planned work/activities during the
8 workdays.
9 Contractor operates on a 24/365 basis and will support the County during
10 the required timeframe.
11 C. The Contractor must provide technical support for incidents and outages
24 hours, 7 days a week, 365 days a year.
12
Contractor operates on a 24/365 basis and will provide the required
13 technical systems support during incident and outages.
14 d. The Mainframe hosting provider must ensure that the County's data is not
hosted offshore or transmitted unencrypted.
15
All Contractor represents that its data centers are located in the
16 Continental United States and all services are provided from On-Shore
17 U.S.A. The Contractor represents that all County's data will remain within
the continental United States.
18
The Contractor's solutions also include a secure and encrypted VPN. All
19 data is encrypted during transit.
20 e. The Contractor will assign a Project Manager who will be dedicated to the
County as the point of contact during the transition and migration to the
21 Contractor and will have overall responsibility for the project plan and
22 weekly team meeting agenda, including managing the Open Items list.
The Project Manager will work with the designated County Project
23 Manager throughout the transition and migration project.
24 f. The Contractor must provide a dedicated project manager to manage
implementation for the duration of this Agreement.
25
Upon transition and migration, the assigned Project Manager will become
26 the County's Account Manager and will be dedicated to the County as the
27 operational point of contact during business hours and will also be
available 24/365.
28
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Docusign Envelope ID:73819C20-C689-4ABO-B941-OE219D43AD45
1 g. The support staff must be CJIS Compliant passing Department of Justice
(DOJ) background checks, and certifications will be updated at required
2 intervals.
3 Contractor agrees with these security measures.
4
5 The Services. The following shall constitute the "Services" to be provided by Contractor to
County pursuant to this Agreement:
6
Contractor will transition County's mainframe applications from County's existing processing
7 facility to Contractor's production facility in Pearl River, NY within the timeframe provided in
Section 10. below, entitled "Migration Services and Transition."
8
Contractor will implement and support the solution and services, including:
9 (a) Contractor will build the required County mainframe processing environment (CPU,
10 Tape and DASD/Storage) in its secure SOC2 Type 2 (SSAE 18) compliant data center
in Pearl River, NY.
11 (b) Contractor will support and manage the mainframe and all associated hardware and
provide technical and operational support on a 24/365 basis and as defined in section
12 3. Roles and Responsibilities.
(c) Contractor will implement a redundant network connection between County and
13 Contractor's sites.
14 (d) Contractor will provide a full Disaster Recovery solution and support services.
15 Description of the Services.
16 Technical Capabilities and Solution Overview
17
a. The Contractor's solution for the County, encompasses phased migration approach
18 for a complete IBM Mainframe hosting services offering with full management of the
Mainframe processing platform and 24/365 service delivery. Contractor will provide
19 the County with a dedicated environment on a zSeries platform. All hardware and
20 software are supplied by the Contractor and is fully supported on a 24/365 basis.
21 b. The Contractor provides the County with a dedicated environment on an IBM
zSeries platform with 4 MSUs with the ability to scale. Required DASD and virtual
22 tape requirements are also included.
23 C. The Contractor will provide full transition planning and migration services to
seamlessly transition and migrate the County's environment to our state-of-the-art,
24 SOC 2 Type 2 and SOC 1 Type 2 (SSAE 18), PCI-DSS, and CJIS compliant data
center facility in Pearl River, NY. Our dedicated Disaster Recovery solution will be
25 provided from one of our backup data center facilities in Connecticut or New Jersey.
26 d. The migration team who transitions the county to contractor will be the same
27 team who manages the county day-to-day requirements post migration. All
services will be delivered from On-Shore USA.
28
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Docusign Envelope ID:73819C20-C689-4ABO-B941-OE219D43AD45
1 e. The contractor will provide the following 24/365 Proposed Services:
2 Mainframe Hosting services
3 24/365 Service Delivery
4 Contractor will migrate the County from the existing ACF2 security tool currently in-place
5 at the County to RACF.
Contractor compliances include:
6
• SOC2 Type 2 (SSAE 18) compliant data center
7 • PCI-DSS Data Center Security
• Trustwave (PCI-DSS) Network Compliant
8 • EU-U.S. and Swiss-U.S. Data Privacy Framework Certified
9 • TRUSTe Privacy Certified (by TrustArc)
• Cloud Privacy Certification
10 • Website Privacy Certification
• CJIS Compliant
11 . IRS Publication 1075 Compliant
12 • MARS-E Compliant
• HIPAA compliant
13 • ISO27001 compliant
• HIPAA certified employees (mandatory)
14 • Cyber security awareness training for all employees (mandatory)
15 Support Services
16 • Technical Systems Support for IBM OS software and ISV/Third Party software
• Security Administration
17 • Operations Support/ Monitoring
• Production Control / Job Scheduling (CA7)
18 • Service Desk/ticket integration with ServiceNow
• Project Management for the transition and migration to Contractor
19 • Dedicated Account Management
20 • Mainframe Applications Programmer Support (at an hourly rate with a baseline
minimum retainer hour per month) see Exhibit B
21 CPU
• 4 MSUs on an IBM z/Series mainframe
22 . Rolling 4-hour average
23 • 1 LPARs
• Adequate number of FICON channels to peripheral devices, e.g., tape and disk
24
DASD
25 • 6 TB disk storage
26 Software
27 • IBM operating systems software provided by Contractor
• IBM IPLA software provided by Contractor
28 • Certain 3rd Party Software products provided by Contractor (see Section 1
Software Resources)
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Docusign Envelope ID:73819C20-C689-4ABO-B941-OE219D43AD45
1 • All other software provided by the County
Tape
2 Contractor will provide the following for the existing Physical Tape environment:
3 • Full tape services: library, receiving, identification, mounting and rotation for
required backups
4 • Required tape drives
• Daily incremental and weekly full backups
5 • Offsite tape storage
6 • All media provided by the County (Only if additional tape media is required)
7 Contractor provides a Virtual Tape Solution utilizing SecureAgent's Secure Data Virtual
Tape Subsystem
8 • Required virtual drives
• Data compression and encryption
9 • Follow County's backup schedule, rotation, and retention policy
10 • Replicated to the DR facility
• SecureAgent
11 • SecureAgent Software®- Meeting Government Requirements
12 Network Communication
Contractor shall provide eight (8) Mbps secure VPN internet connectivity from
13 Contractor's facility to the County's facility.
o Fully redundant BGP Internet access is provided across multiple providers
14 (utilizing four ISPs for N+3 redundancy)
15 o Bandwidth usage is not rate limited.
o The Contractor will procure and manage the hardware at the County and
16 Contractor facilities
o The Contractor will monitor and support the network:
17 ■ Support exclusive network connectivity to the County's data center
■ Support Internet Protocol (IP) firewalling of inbound traffic
18
Disaster Recovery
19 Contractor will provide a dedicated DR solution utilizing physical tape or virtual tape to
20 recover the County's applications during testing and a declared disaster
21 • Equivalent hardware (CPU, Disk, Tape) at one of our DR facilities
• Full DR testing coordination and documentation
22 • One test per year; unlimited test time
23 Contractor will customize the existing DR plan during the transition process; the migration
24 to Contractor is similar to a DR test. Contractor will maintain and test the plan in
conjunction with the County throughout the term of our agreement. This ensures that all
25 necessary resources are in place and tested. Components of the systems and
infrastructure that are tested will be detailed in the County's customized DR plan.
26
Implementation and Training
27
Contractor will migrate the County's mainframe environment to their fully redundant data
28 center utilizing virtual tape replication to a fully pre-staged hardware and software
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Docusign Envelope ID:73819C20-C689-4ABO-B941-OE219D43AD45
1 environment configured with dedicated LPARs for the required workloads, with minimal
changes.
2
3 The entire configuration environment will be completely pre-staged in advance of the
actual migration testing process. Trial migrations will be performed to test for successful
4 operation of the final transfer plan.
5 • Project Management for the transition and migration to Contractor
6 Seamless Transition/Migration Plan will be provided by the Contractor to the County.
7 Knowledge Transfer (KT) of the Mainframe environment will be performed by Contractor
8 staff based on functional responsibility. Contractor will review the County's
documentation and follow up with the County if they are not up to date. Training begins
9 when they observe the current practices, procedures, and policies. Contractor will
conduct the KT virtually or on-site, as required, to fully define and gain a full
10 understanding of the Mainframe environment, including production, testing, quality
assurance, etc., and conduct due diligence on each environment separately.
11
The same team that conducts the initial knowledge transfer with the
12 County will be the same team who will support the County throughout the engagement.
13 There will be no handoffs.
14 After the knowledge transfer is complete, Contractor will continue to train
and educate additional Contractor's staff as backup for vacation, illness,
15 so, the County can be assured Contractor will meet or exceed all required service levels
16 The County will Retain
• Application Programmer (logical support), which is offered to the County as an
1 option within this contract.
18 • Applications Services
• In-house Printing.
19
(f) The Contractor will manage and coordinate all software and Operating System (OS)
20 patches and upgrades.
21 (1) Technical Systems Support Services provided include:
22 (a) Maintaining IBM and Third-Party operating system software
23 (b) Performing OS system administration:
o Providing version level upgrades and new installs
24 o Applying PTFs, which includes reviewing Vendor
alerts and hot-fix patches regularly
25 (c) Applying security alerts and hot fixes
(d) Scheduling vendor maintenance upgrades
26 (e) Capacity planning and performance monitoring/tuning
27 (f) Suggestions/solutions for improved system performance
(g) Timely response to issues observed or reported through
28 Contractor 's operations team
(h) Troubleshooting with vendors— providing general OS technical
support; responding to questions targeted at OS engineering
A-6
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Docusign Envelope ID:73819C20-C689-4ABO-B941-OE219D43AD45
1 (i) Coordination on behalf of the County with communications
vendors and network providers as required. Be familiarized with
2 the County's Change Control process for all production impactful
3 work that the Contractor needs to perform
Q) Application problem resolution assistance
4 (k) Managing CPU, disk, and tape utilization
(1) Setting up additional mainframe resources
5 (m) Providing OS support requirements for device changes
(n) Executing County's-defined backup procedures
6 (o) Performing restores as necessary, ad-hoc dataset through full
volume recovery. Individual data set restoration requests as
7 needed
8 (p) Providing timely technology information updates to keep the
County current in terms of new technology solution offerings as a
9 way to stay abreast of best of breed solutions.
10 (2) Security Administration
11 Contractor 's Mainframe Technical Support team is responsible for
Security Administration functions in the Mainframe environment. This
12 group works with the County's security staff to maintain the Mainframe
security environment as directed by the County. This includes functions
13 such as create, modify, and delete Iogon ids, secure CICS transactions
14 and datasets, set system wide security parameters to meet the County's
security requirements, monitor the security environment, and produce
15 reporting per County requests. The County's existing current change
control process and security procedures to handle Security Administration
16 functions are followed or modified per County approval.
17
The first step is to perform due diligence with the County to become
18 familiar with the existing Mainframe security structure, requirements,
19 processes, and procedures. Then, any new requirements or changes to
the existing environment requested by the County are reviewed. A plan is
20 then developed to ensure that the County and Contractor agree with the
direction of moving security administration functions to the Contractor
21 team. Once the plan is accepted, dates are set for the due diligence
period and the date that Contractor will become the primary Security
22 Administrator for the Mainframe environment.
23
(3) System monitoring
24 Contractor will comply with the following requirements:
25 • Alerting for full or partial outages
• Alerting for Central Processing Unit (CPU) capping events
26 • Alerting for Storage capacity thresholds
27
(4) Production Control/Job Scheduling
28
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Docusign Envelope ID:73819C20-C689-4ABO-B941-OE219D43AD45
1 Contractor provides Production Control and Job Scheduling for Batch Job
Management, including the following tasks:
2
3 (a) Work with the County's mainframe development staff to create, modify
and delete schedules
4 (b) Become familiar with your application and business as it relates to
batch processing requirements and timeframes
5 (c) Assist Operations with scheduling/changes to schedule if necessary
to ensure schedules start as planned and run correctly in a timely
6 manner
(d) Use the County's current scheduling software and processes to
7 create, change, and set up all production control schedules
8 (e) Adopt the County's current Change Control Process as it relates to
applications, unless otherwise requested
9 (f) Work with the County prior to transition to identify lines of
communication between the County and Contractor, including
10 identification of personnel with the authority to approve scheduler
changes
11 (g) Receive new schedules and schedule changes from the County's
application teams and enter them into the scheduling products
12 (h) Ensure jobs that transmit reports execute properly
13 (i) Assist Operations if there are scheduling issues monitoring production
processing and respond to errors based on pre-defined actions
14 (j) Assist Operations if needed to recover failed jobs as they occur
(k) Resolve production problems based on our knowledge of the County's
15 processing in adherence with the level of authority that we have been
given
16 (1) Make outgoing calls to appropriate County personnel based on
defined call schedules and will assist in resolving production issues
17 (m)Review any issues that occurred with the prior night's production and
18 work with the County in order to implement permanent fixes where
possible.
19
(5) Computer Operations Support
20
The Contractor Operations Support team is responsible for managing and
21 monitoring the Contractor command center, consoles, systems,
production control/job scheduling, and service desk support for the
22 County on a 24/365 basis.
23 (a) Monitoring production processing and responding to errors based
24 on pre-defined actions
(b) Monitoring of operating system consoles
25 (c) Monitoring of jobs and critical applications
(d) Monitoring systems for ABENDS
26 (e) Ensuring jobs that transmit reports execute properly
(f) Recovering failed jobs as they occur
27 (g) Notifying and escalating to the County's application support team
(h) Notifying and escalating to Contractor Infrastructure support teams
28 (i) Documenting of cause and nature of both scheduled and
unscheduled outages
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Docusign Envelope ID:73819C20-C689-4ABO-B941-OE219D43AD45
1 Q) Responding to system messages and requests for resources as
required
2 (k) Reporting equipment issues and contacting the County when
3 appropriate
(1) Daily tape handling services, if applicable; incremental backups and
4 full volume backups
(m) County notification of FTP transmissions
5
Contractor's staff of operations will manage the day-to-day tasks involving the
6 County's mainframe platform, freeing the staff to concentrate on their core
business.
7
8 (6) Service Desk
The Contractor will provide Service Desk services 24/365 to support all
9 Contractor offerings and platforms. The Contractor Service Desk acts as
the single point of contact by phone call or email for the County and
10 support staff, for problem notification and incident management. The
Service Desk Analyst will proactively work with County Staff to resolve
11 requests and issues upon initial contact, and coordinates escalation and
follow-up with support teams.
12
13 The Contractor's Service Desk provides immediate response to
problems/requests, as well as formal escalation and resolution
14 procedures. The Service Desk prioritizes problems/requests according to
severity levels. The resolution of a problem focuses on the permanent
15 repair or elimination of the cause of the problem, including a satisfactory
explanation of the problem (and the resolution) back to Level 1 Service
16 Desk Analyst, who remains the primary interface with the County.
17 The Contractor customizes their Service Level of Agreement (SLAs
18 Exhibit F) to meet the County's specific needs. The Contractor Dedicated
Account Manager prepares monthly reports for the County's monthly
19 performance review meetings. Included in these reports are the approved
set of SLA metrics; both the SLA measurement and the SLA objective, as
20 well as the actual reports. The metrics can be adjusted if needed to
continue to improve upon SLAs and meet any changing in the County
21 requirements.
22 (7) Analytics
23 a. Contractor will:
24 (1) Provide analysis of high CPU usage and capping events
(2) Provide analysis of high storage usage
25 (3) Proactively recommend and adjust Workload Management
settings as required
26 (4) Contractor will monitor performance. If there are adjustments
needed, Contractor will recommend and implement those
27 adjustments per County's approval.
28 b. Dedicated Account Manager
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Docusign Envelope ID:73819C20-C689-4ABO-B941-OE219D43AD45
1 (1) To ensure seamless continuity, the County will be assigned an
Account Manager who implements a communication plan jointly
2 with the County to ensure regular touch points and required
3 reporting.
4 (2) The monthly status meetings report on performance, SLA review,
monitoring statistics, and help desk issues/problem resolution to
5 ensure communication mechanisms and service procedures are
effective and meeting the County's expectations, and that the
6 established framework is successful. The Account Manager
ensures that any new County's requirements are coordinated and
7 implemented for total County's satisfaction over the entire term of
8 the engagement.
9 (3) The Contractor's Account Manager coordinates quality service
delivery through monthly meetings with the County and Contractor
10 to assure quality relationship management and consistent
services are being delivered on an ongoing basis. The goal is to
11 meet defined service levels, and also gain the County's 100%
satisfaction for all of the services provided.
12
13 (4) The Contractor's team and the County's support team personnel
meet regularly to ensure best practices are employed and
14 services and operations are being performed accurately at optimal
levels or developed upon to meet crucial QA criteria.
15
(5) Contractor 's Account Manager for the County will be managing
16 the ongoing services for the account and any vendor relationships.
The Contractor's Account Manager is assigned at contract signing
17 and acts as the County's liaison to the entire Contractor
18 organization. This individual works side-by-side with all
departments, e.g., Operations, Systems Support, Service Desk,
19 Contract Support and Senior Management. Contractor's Account
Manager will be interacting with the County's designated contact
20 daily and chairs weekly or bi-weekly status meetings to ensure the
utmost in client satisfaction.
21
(8) Availability/Resiliency
22
23 (a) Contractor will provide 99.99% uptime.
(b) Contractor agrees to provide a Service Level Agreement of
24 99.99% uptime availability. See Exhibit F— Service Level
Agreement ("SLA").
25
(9) Dedicated Disaster Recovery (DR)
26
Contractor will provide dedicated mainframe resources sufficient to
27 recover County's application environment in its Branchburg, NJ
facility in the event of a declared disaster. Contractor shall develop
28 this solution such that the Recovery Point Objective (RPO) is
twenty-four (24) hours, and the Recovery Time Objective (RTO) is
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Docusign Envelope ID:73819C20-C689-4ABO-B941-OE219D43AD45
1 less than forty-eight (48) hours. The following Disaster Recovery
Services shall be provided:
2
3 (a) Mainframe hardware sufficient to recover County's
mainframe applications.
4 (b) Contractor will work with County, at County's direction, to
develop a mutually agreed upon Disaster Recovery Plan
5 no later than completion of the Transition Plan or such
greater time as agreed upon in writing by the parties.
6 (c) Contractor will execute with County, one (1) Disaster
Recovery Test per year.
7 (d) In the event of a declared disaster, Contractor shall
8 recover County systems as defined in the agreed to
Disaster Recovery Plan.
9
(10) Migration Services and Transition
10
At an agreed upon time, Contractor may send staff members to County facility
11 or conduct virtual knowledge transfer sessions to learn County's processing
routines. County and Contractor will mutually agree to the timing and length of
12 such training so as to make this training coincide with those times that County
13 feels the most critical processing occurs.
14 Contractor anticipates the transition/migration to Contractor to be
approximately 60-90 days with a completion date no later than 120 days after
15 SOW signature date.
16 The following represent an overview of milestones and services provided
through the migration that will correlate to the migration plan:
17
18 (a) Discovery and Strategy
i. Assign Project Team
19 ii. Kick-off meeting
iii. Review initial project plan
20 iv. Define network requirements
V. Knowledge Transfer
21 vi. Training of County's environment and processes
(b) Pre-Migration Planning
22 i. Communication
23 ii. Weekly Lists and check lists
iii. Pre-Stage the environment
24 (c) Testing
i. Trial Migrations
25 ii. System Testing
iii. Network Testing
26 iv. User Testing
(d) Migration
27 i. Go or No-Go decision by the County
ii. Cutover to Contractor
28 (e) Post Transition
i. County Approvals
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Docusign Envelope ID:73819C20-C689-4ABO-B941-OE219D43AD45
1
2 DELIVERABLES
3 The contractor will provide Project Plan and Gantt chart schedule showing high level
4 milestones and deliverables.
5 The Contractor Project Manager provides full management and plan documentation utilizing
Microsoft Project.
6
Contractor will provide standard project management documentation, such as
7 Communication Plan, Change Control & Management, Risk Management, Training Plan,
8 Roles & Responsibilities Matrix, and Project Status Reports.
9 (a) The contractor will provide the required documentation required by the County.
10 TITLE DESCRIPTION FREQUENCY
Contractor Performance Report Performance Statistics, Monthly
11 maintenance, SLAs
Transition Milestones, detailed Weekly updates
12 Transition/Migration Project Plan asks, timelines, and throughout the transition
13 desi nated staff period
Open Items List Review prior week's tasks, Weekly/Daily throughout
14 current weeks tasks, and the transition period
following weeks tasks.
15 Migration Weekend Plan Details of the actual Migration Daily until migration go
live
16 Contractor will provide
Other additional County required s required
17 reports
18
19 (b) Below is a sample check list for Contractor and County sign offs, that each component
has been tested and verified. Followed by an approval for GO/NO-GO.
20
21 Contractor Sign Off County Sign Off
22
Component Verified By Date/Time Verified By Date/Time
23
Mainframe
24
25 Applications
DASD
26
27 Data Migrated
28 Global Mirror
ongoing if applicable)
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Docusign Envelope ID:73819C20-C689-4ABO-B941-OE219D43AD45
1 Tapes
2 Migration Complete
3 Replication ongoing
4 Print
5 Networking
6 Interfaces
7 FTP/SFTP
8 Security
9
10
11
Contractor Sign Off County Sign Off
12
13 Migration Approved By GO / NO GO Approved By GO / NO
14 Acceptance Date GO
15
16
(c) Communication
17
1. The Contractor shall maintain communication with the County throughout the
18 transition/migration to Contractor. The Contractor will share the Project Plan with
19 project team members. The project manager has overall control of this planning
document, and all attachments related to the document. The project manager will
20 manage team members' time so that essential staff are on each specific weekly
migration call.
21
22 2. The same Contractor team that is involved upfront conducting due diligence and
throughout the different phases of the transition process is the same team that
23 will be supporting the County after production, providing for a County-educated
24 post migration support team that is already familiar with the County's
environment and procedures.
25
26 3. After migration, the dedicated Account Manager will promote continual
communication and exchange of information with the County through regularly
27 scheduled status meetings as often as necessary, whether weekly, bi-weekly, or
28 monthly to address any issues, open items, reporting on activities, SLA reviews,
and continuous improvement opportunities. Contractor represents that all
Contractor support departments will be integrally involved including Account
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Docusign Envelope ID:73819C20-C689-4ABO-B941-OE219D43AD45
1 Management, Help Desk, Operations, and Technical Services, along with the
County's team to ensure open lines of communication and all existing procedures
2 in place meet the needs of the County.
3
(d) Change Control
4
1. Contractor will follow a formal Change Management Policy to implement any
5 changes to the County's engagement to effectively communicate, process, and
6 control all changes.
7 2. Contractor will conduct weekly Change Management meetings to present,
8 discuss the impact on technology and compliance with existing architecture, and
approve proposed changes for the associated change window. Upon review and
9 written sign-off with the County, changes can be amended as appropriate. All
initiatives are prioritized and executed quickly and efficiently, to ensure that all
10 objectives are met on a timely basis.
11
12 3. The Contractor and the County will agree upon a formal change process and the
methodology for delivering this information in advance. Contractor will document
13 this through their formal change management procedures. Contractor will
coordinate the necessary meetings to review and implement changes to existing
14 change processes, ensuring that the Change Management procedures currently
in place meet the County's needs, and that any additional requirements
15 requested by the County are met.
16
(e) Risk Mitigation
17
The Contractor shall manage and mitigate risks to ensure a seamless transition and
18 migration. The transition plan and ongoing communication model shall include:
19
20 1. Diligent planning and execution of the approved plan;
2. Completing a detailed discovery and due diligence process;
21 3. Timely updates and frequent and consistent communications to all necessary
team members;
22 4. Selecting transition staff with County-specific skillsets;
23 5. Detailing operational documentation (Contractor updates this as necessary
during the transition);
24 6. Benchmarking performance during migration testing;
25 7. Conducting testing and dry runs of the migration; and
8. Contingency planning to ensure there are workarounds determined in advance.
26
27 All documentation for each required task to complete migration shall be kept in one
28 place to retrieve all pertinent and up-to-date information for every team member.
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Docusign Envelope ID:73819C20-C689-4ABO-B941-OE219D43AD45
1 The entire configuration environment will be completely pre-staged in advance of the
actual migration testing process. Trial migrations will be performed to test for successful
2 operation of the final migration plan.
3
(f) Knowledge Transfer and Training
4
Knowledge Transfer (KT) of the Mainframe environment will be performed by
5 Contractor staff based on functional responsibility. Training begins when they
observe the County's current practices, procedures, and policies. The contractor
6 will conduct the KT virtually or on-site, as required, to fully define and gain a full
7 understanding of the County's Mainframe environment, including production,
testing, quality assurance, etc., and conduct due diligence on each environment
8 separately.
9 Contractor staff will review all documentation and provide updates to this
10 documentation, as necessary. The data center staff activities will work in
conjunction with the County team, examining all tasks that take place at the
11 County's current processing center to familiarize with the environment and
determine any system modifications and other special situations or irregularities
12 that could impact the processing flow. Contractor will review all procedures
including technical services, onsite operations support, backups (both onsite and
13 offsite procedures), run documentation, change control processes, Service Desk
and problem resolution, QA, security, daily reporting, and communication with
14 outside vendors. The Contractor will maintain a copy of the documentation and
15 familiarize themselves during the entire transition and testing phase.
16 The Contractor will provide on-going internal staff development by conducting
continuous cross training and knowledge transfer services within their data
17 center to maintain the County's environment during vacations and illnesses.
18 SOFTWARE REQUIREMENTS AND RESPONSIBILITY MATRIX
19
1. Software Resources:
20
21 (a) Software Furnished by Contractor:
Contractor will be responsible to County for obtaining, supporting, maintaining and
22 paying all relevant fees for the IBM operating systems software listed below.
23 IBM Base System Software Provided and Supported by Contractor
24
Product Version
25
z/OS: BCP
26
z/OS: Communications Server
27
z/OS: DFSMS 2.5.0
28
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Docusign Envelope ID:73819C20-C689-4ABO-B941-OE219D43AD45
1 z/OS: HCD
2 z/OS: ICKDSF 1.17.10
3 z/OS: ICSF
4 z/OS: ISPF 7.5
5 z/OS: JES2 2.5 SrvLVI 1
6 z/OS: Language Environment 2.5.0
7 z/OS: Security Server RACF
8 z/OS: SDSF (Shared)
9 z/OS: SMP/E
10 z/OS: TSO/E 4.5
11 CICS Transaction Server for z/OS 7.3.0
12 COBOL II Comp Lib and Debug
13 COBOL VS
14 Enterprise COBOL for z/OS 4.2.0
15 EREP
16
ESCON Director
17
FFST/ESA
18
High Level Assembler
19
IBM Library for REXX on zSeries
20
MICR/OCR
21
OS/390: Language Environment
22
23
IBM IPLA Software Provided and Supported by Contractor
24
Product Version
25
26 Fault Analyzer for z/OS
27 File Manager for z/OS 15.01.2
28
Base Third Party Software Provided and Supported by Contractor
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Docusign Envelope ID:73819C20-C689-4ABO-B941-OE219D43AD45
1
Vendor Product
2
3 Broadcom Inc. ACF2 for z/OS (Contractor will migrate to RACF)
Broadcom Inc. Common Services for z/OS
4
5 Broadcom Inc. CA Common Debug Component
6 Broadcom Inc. CA Datacom/DB
7 Broadcom Inc. CA Disk Backup and Restore
8 Broadcom Inc. CA Faver VSAM Data Protection
9 Broadcom Inc. CA InterTest for CICS
10 Broadcom Inc. CA JCLCheck
11 Broadcom Inc. CA Optimizer/II Runtime
12 Broadcom Inc. CA OPS/MVS Event Management and Automation
13 Broadcom Inc. CA Panvalet for z/OS
14 Broadcom Inc. CA Panvalet for z/OS ISPF Option
15 Broadcom Inc. CA PanAPT
16 Broadcom Inc. CA Spool
17 Broadcom Inc. CA Symdump for CICS
18 Broadcom Inc. CA View
19 Broadcom Inc. CA VISION:Results
20 Broadcom Inc. CA 7
21 Broadcom Inc. CA 11
22 Broadcom Inc. CA 1 OSI/Common
23 Broadcom Inc. CA 1 Tape Management
24 BMC Software B&B Common Modules
25 BMC Software BMC Compuware IAM
26 BMC Software BMC Password Security System
27 Precisely Syncsort MFX
28 Rocket Software, Rocket JOB/SCAN (Replace with JCL Check)
Inc.
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Docusign Envelope ID:73819C20-C689-4ABO-B941-OE219D43AD45
1 SPC Systems Ltd RW2 for IBM MVS
2
3
4 (b) Software Furnished by County:
All software not specifically listed above in Paragraph 1. a. is to be provided by
5 the County at the County's expense. The County will be responsible for obtaining
all necessary licenses for this software.
6
7 Contractor is not responsible for any third-party software transfer fees that may
be incurred when software environment is migrated to Contractor hardware.
8
2. Responsibilities Matrix:
9
10 P-Primary Support Responsibility: Accountable for Task/Function
S-Secondary Support Responsibility: Provides Direction/Information to
11 Primary Support
J-Joint Responsibility
12
13 The below Matrix is meant as a sample; all responsibilities will be reviewed
during the transition period and approved by both parties.
14
Service Description County Contractor
15
1. Operations Support
16 1.1. Provides stem and online monitoring P
17 1.2. Conduct IPLs P
1.3. Monitor online and offline toe P
18 1.4. Conduct online region/partition startup and shutdown P
1.5. Monitor production process status P
19 1.6. Verify production process completion P
20 1.7. Monitor data center environments P
1.8. Perform initial problem determination (batch & system P
21 level
1.9. Perform initial Diagnosis of ABENDs, Escalate to P
22 Applications support as appropriate
23 2 Tape Operations, if applicable
2.1 Scratch tape lists and pulls P
24 2.2 Initialize tape volumes P
2.3 Mount tapes P
25 2.4 Perform initial problem determination and escalate P
26 3 Production Control/Job Scheduling
3.1 Scheduleproduction:
27 3.1.1 Modify existing job streams P
3.1.2 Manage production libraries P
28 3.1.3 Provide application problem resolution contacts P
3.1.4 Verify JCL P
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Docusign Envelope ID:73819C20-C689-4ABO-B941-OE219D43AD45
1 Service Description County Contractor
2 3.1.5 Verify production process repair P
3.1.6 Request changes to applications production P
3 process
4 3.1.7 Ensure timely application support response P
3.1.8 Run JCL requirements, as directed by County P
5 3.1.9 Request JCL changes for applications jobs P
3.1.10 Migrate and promote production JCL P
6 3.1.11 Set up, modify, and initiate jobs S P
3.1.12 Establish schedules P P
7 3.1.13 Establish procedures to handle schedule
deviations S P
8 3.1.14 Review procedures to handle schedule deviations P
9 3.2 Supportproduction:
3.2.1 Implement operations automation P
10 3.2.2 Implement tape automation P
3.2.3 Provide procedures on resolving Abends (from P
11 application perspective
12 3.2.4 Define production process back-out and restart S P
procedures
13 3.2.5 Provide requirements on production process P
back-out and restart procedures
14 3.2.6 Establish problem escalation P P
3.2.7 Provide problem escalation procedures P
15 3.3 Manageproduction:
16 3.3.1 Establish times online applications need to be P
available
17 3.3.2 Develop report distribution methodology S P
4 Backup and Recovery
18 4.1 Design and document backup and recovery
procedures (system) S P
19 4.2 Set up backup and recover jobs (system) S P
20 4.3 Set up backup and recovery jobs (application) P
4.4 Perform and monitor backup procedures P
21 4.5 Perform and monitor recovery procedures P
22 4.6 Perform backupand recoveryproblem determination P
4.7 Performs stem recovery P
23 4.8 Prepare and ship backups to off-site storage P
4.9 Recover applications from backups P
24 5 Off-Site Storage, if applicable
25 5.1 Define tapes to be shipped off site P
5.2 Identify tapes to be shipped offsite P
26 5.3 Define off-site shipping schedule S P
5.4 Manage transfer process P
27 5.5 Maintain records P
28 5.6 Provide reporting P
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Docusign Envelope ID:73819C20-C689-4ABO-B941-OE219D43AD45
1 Service Description County Contractor
2 6 Security Administration
3 6.1 Determine security system design P
6.2 Determine rules and operational administration P
4 6.3 Respond to County questions regarding rules and P
operational administration
5 6.4 Perform installation P
6.5 Perform maintenance P
6 6.6 Conducts stem-level configuration P
7 6.7 Conduct customer-level configuration P
6.8 Perform troubleshooting diagnosis P
8 6.9 Reset user I Ds P
6.10 Provide backup to County to reset user IDs P
9 6.11 Monitor and report unauthorized access P
10 7 Technical Support z/OS
7.1 Support operating system:
11 7.1.1 Perform installation P
7.1.2 Perform maintenance: P
12 7.1.3 Patches P
13 7.1.4 New releases P
7.1.5 System and program product libraries (e.g.,
14 SYS1, SYS2) P
7.1.6 System datasets (e.g., VTOC, page, cat P
15 7.1.7 System parameters (e.g., PARMLIB, P
JESPARMS
16 7.1.8 PROCLIB datasets in JES2 startup P
17 7.1.9 LOGREC data collection and storage P
7.1.10 SYSLOG retention and storage P
18 7.1.11 JES spool management P
7.1.12 Problem resolution P
19 7.1.13 Monitor performance, baseline alerts P
7.1.14 SMF data collection and retention P
20 7.1.15 Resource utilization reporting P
21 7.1.16 Problem resolutions stem level P
7.1.17 Problem resolution (application level P
22 7.2 Support storage management:
7.2.1 Install software P
23 7.2.2 Maintain software P
7.2.3 Gather performance information P
24 7.2.4 Perform tuning P
25 7.2.5 Defines ace requirements P
7.2.6 Conducts ace management S P
26 7.2.7 Set up backup P
7.2.8 Execute backup P
27 7.2.9 Determine parameterization decisions (e.g., days P
to archive
28 7.2.10 Perform catalog management P
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Docusign Envelope ID:73819C20-C689-4ABO-B941-OE219D43AD45
1 Service Description County Contractor
2 7.3 Provide third-party software support: P
7.3.1 Perform installation P
3 7.3.2 Perform maintenance: P
4 7.3.3 Patches P
7.3.4 New releases P
5 7.3.5 Upgrade planning and implementation S P
6 7.3.6 Provide requirements for upgrades S P
7.3.7 Provide trouble analysis assistance P
7 7.3.8 Define requirements for CPU, DASD, and tape P
8 7.3.9 Perform forecasting S P
9 7.3.10 Implement improvements after County approval P
7.3.11 Define and implement reporting P
10 7.3.12 Provide reporting requirements P
11 7.3.13 Conduct periodic review and implementation P
8 Application System Administration
12 8.1 Manage application software procurement P
13 8.2 Install application software and software fixes P
14 8.3 Install application version upgrades P
8.4 Apply application hot packages P
15 8.5 Support development and maintenance activities P
16 8.6 Monitor and tune application system P
17 8.7 Perform problem determination of application issues P
8.8 Manage application issues to resolution P
18 8.9 Manage naming conventions (IDs, printers, etc.) P
19 8.10 Install and manage application-related utilities P
20 8.11 Install and manage legacy application bridges P
9 Problem Management/Change Management/Help Desk
21 9.1 Recognize problem:
22 9.1.1 Receive and route Level 1 call (from end users) P
9.1.2 Receive and route Level 2 call (from County help P
23 desk and County IT)
24 9.1.3 Request call receipt and routing P
9.1.4 Report and summarize problem status P
25 9.1.5 Escalate problem P
26 9.2 Diagnose problem:
9.2.1 Gather information for Level 1 call P
27 9.2.2 Gather information for Level 2 call P
28 9.2.3 Support coordination of diagnostic activity S P
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Docusign Envelope ID:73819C20-C689-4ABO-B941-OE219D43AD45
1 Service Description County Contractor
2 9.2.4 Respond to questions regarding diagnostic P
activity
3 9.3 Resolve problem:
4 9.3.1 Manage problem to resolution S P
9.3.2 Verify resolution with caller P
5 9.3.3 Conduct prevention analysis P
6 9.3.4 Provide input on problem prevention P
7 9.4 Monitor change management:
9.4.1 Schedule change P
8 9.4.2 Coordinate change schedule P
9 9.4.3 Determine go/no-go for change P
9.4.4 Implement change J J
10 9.4.5 Conduct back-out/recovery planning S P
11 9.4.6 Conduct applications back-out/recovery planning P
9.4.7 Close change P
12 10 Network Management
10.1 Order and provision VPN network P
13 10.2 Network monitoring P
14 10.3 Performance and capacity monitoring P
10.4 (For Circuits) Hardware (router, switch, etc.) P
15 management, monitoring
10.5 For VPN ISP route r/con n ectivityhandoff P
16 10.6 Firewall management at Contractor location P
10.7 Firewall management at Count location P
17 11 Disaster Recovery
18 11.1 Conduct business impact analysis:
19 11.1.1 Inventory current environment and procedures P
20 11.1.2 Classify and prioritize application P
11.1.3 Provide communications requirements P
21 11.1.4 Provide list of County resources P
22 11.1.5 Inventory Internal and external interfaces P
23 11.2 Develop Disaster Recovery plan:
24 11.2.1 Organize resources at Contractor and County J J
25 11.2.2 Provide County testing procedures P
26 11.2.3 Develop recovery procedures J J
11.2.4 Develop communication procedures J J
27 11.2.5 Develop documentation J J
28
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Docusign Envelope ID:73819C20-C689-4ABO-B941-OE219D43AD45
1 Service Description County Contractor
2 11.3 Conduct recovery testing:
3 11.3.1 Schedule test J J
4 11.3.2Assign resource commitments J J
11.3.3Coordinate vendors J J
5
11.3.4 Coordinate internal and external interfaces P
6 11.3.5 Execute test J J
7 11.4 Execute recovery plan in actual disaster:
8 11.4.1 Declare Disaster J J
9 11.4.2 Execute DR Plan J J
10 11.4.3 Assign resource commitments J J
11.4.4 Coordinate vendors J J
11
11.4.5 Coordinate internal and external interfaces P
12 11.4.6 Prepare DR Site— hardware, floor system, etc. P
13 11.4.7 Restore backups and configure system P
14 11.4.8 Establish communications J J
15 11.4.9 Test applications and connectivity P
16 11.4.10 Test systems components P
17 11.4.11 Go/ No-Go decision J J
11.4.12 Production mode at DR site J J
18
12 Account Management
19 12.1 Manage reporting and meeting requirements:
20 12.1.1 Define reporting requirements P
12.1.2 Produce reports (e.g., SLA, utilization) P
21
12.1.3 Define periodic management meeting P P
22 requirements
23 13 Migration
13.1 Perform migration planning:
24 13.1.1 Develop plan P
25 13.1.2 Develop application testing procedures P
13.1.3 Execute application tests P
26 13.1.4 Validate test results P
27 13.1.5 Determine go/no-go for production move P
28 13.1.6 Execute production move P
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Docusign Envelope ID:73819C20-C689-4ABO-B941-OE219D43AD45
1 Service Description County Contractor
2 13.2 Install hardware:
3 13.2.1 Install CPU P
13.2.2 Install DASD P
4 13.2.3 Install tape P
5 13.2.4 Install network equipment P
6 13.3 Network hardware at customer's site (router):
13.3.1 Install network equipment P
7 13.4 Manage tape library relocation:
8 13.4.1 Pack tape and ship library to outsourcer P
9 13.4.2 Inventory and rack tapes P
13.4.3 Create physical tape library for County's tapes P
10 13.5 Determine network requirements:
11 13.5.1 Order and install circuits P P
12 13.5.2 Establish outsourcer demarcation point P
13
IMPLEMENTATION AND TRANSITION PLAN
14
15 1. Implementation
16 Contractor will:
a) Be responsible for implementation of chosen solution.
17
b) Provide primary support for the life of the contract.
18
Yes, overseen by the Contractor's CTO in charge of Service Delivery, the
19 assigned Transition Team will be responsible for the implementation of the
20 chosen and customized solution. The contractor's objective is to ensure a
smooth and seamless transition for the County, by using a tried-and-true
21 approach in the planning process, discovery, and testing phases which
ensures all tasks are identified, assigned, and completed.
22
c) Provide 24/7/365 support.
23
Post migration, the Contractor's technical teams will provide 24/365 support
24 services to meet the County's primary support requirements through the life
25 of the contract.
26 d) Provide maximum 4-hour response time on severity A incidents (critical system
impact).
27
The County can be assured that contractor will meet or exceed the County's
28 required service levels with individualized attention, from transition, through
migration and steady state.
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Docusign Envelope ID:73819C20-C689-4ABO-B941-OE219D43AD45
1
2. Key Milestones
2
3 Below are key milestones for the implementation of the County's transition to the
Contractor. The Contractor Project Manager provides full management and plan
4 documentation utilizing Microsoft Project. The actual Transition Plan will include detailed
milestones along with the appropriate tasks that roll up to each milestone, outlining
5 responsibilities, due dates, and a detailed timeline for all activities.
6 Key Milestones include:
7 a. Kickoff Meeting with the County
(1) Introduction of Contractor and the County team members
$ (2) Network Procurement
9 b. Discovery Phase
(1) Work Plan
10 (2) Support processes defined
(3) Testing plan
11 (4) Hardware and Software procurement
(5) Documentation
12 (6) Training Plan
13 (7) Training Sessions
(8) Disaster Recovery Plan development
14 C. Pre-Migration Phase *
15 (1) Data Migration / Conversion
(2) Interfaces
16 (3) Printing
(4) Networking
17 (5) Archive Migration
18 d. Test Environment *
19 (1) Interface Testing
(2) Application Testing
20 (3) DR Testing
(4) Backup and Recovery
21
e. Parallel Testing
22 (1) Executed Support Services Agreement
23 f. Migration Cutover—GO LIVE *Milestones are conducted in parallel
24
25 3. Transition Plan
26 a. Seamless Transition
27 (1) Contractor will provide a smooth transition to migrate the County's
mainframe environment to their fully redundant data center utilizing virtual
28 tape replication to a fully pre-staged hardware and software environment
configured with dedicated LPARs for the required workloads and
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Docusign Envelope ID:73819C20-C689-4ABO-B941-OE219D43AD45
1 positioned to respond to any future needs that you may have over the term
of the engagement.
2
3 (2) Contractor uses a phased approach all managed by a Project Manager and
Project Planning tools, as well as weekly/bi-weekly meetings. The stages
4 involved in the transition include:
5 (a) Discovery and Strategy—Assign Project Team/Tasks,
Training/Familiarization with the County environment and
6 (b) processes, Documentation, Scheduling/Timeline/Project Plan.
(c) Pre-Migration Planning — Checklists, Communications Set-up, Pre-
7 stage processing environment.
8 (d) Validation Testing —Trial migrations, systems testing, network
(e) testing.
9 (f) Actual Migration —cutover weekend(s)/move to Contractor data
(g) center.
10 (h) Post Transition —verify successful processing, functionality, County
approval and sign-off.
11
(3) Contractor will build and configure the required system in Pearl River to
12 relocate the processing environment to Contractor's facilities. This includes
13 backup and restoration of DASD volumes, the moving (transmission) of
tape volumes and activation of networks. Contractor provides a complete
14 pre-built system at Contractor with virtual tape libraries, CICS tables,
RACF.
15
(4) Contractor's standard approach is to make as few changes as possible as
16 they transition the County into their data center. This transition
methodology keeps risk at a minimum, makes for a faster transition, and
17 provides for optimal preparation and implementation success.
18 b. Contractor's Phased Transition Approach Details
19 The following components are built into Contractor's detailed transition project
20 plan:
21 (1) Discovery and Strategy
22 (a) This phase includes project initiation to:
i. Review objectives
23 ii. Define project team members
24 iii. Review the project plan
iv. Assign responsibilities
25 V. Develop testing requirements
vi. Establish detailed migration methodology
26 vii. Establish a schedule for project review meetings.
27 (b) Contractor will be conferring regularly with the County to review all
28 system information and document all project requirements. This
entails an intensive educational process covering software,
hardware, network, security, definitions, configurations, and
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Docusign Envelope ID:73819C20-C689-4ABO-B941-OE219D43AD45
1 procedural requirements in as much detail as possible concerning
the final specifics of the County's migration between data centers.
2
3 (c) Contractor staff will be reviewing all documentation and data center
staff activities that take place at the County's current processing
4 center to familiarize themselves with the environment and
determine any system modifications and other irregularities that
5 could impact the flow of migration. Contractor will review all
procedures including system administration, operations support,
6 tape handling, if applicable (on and offsite procedures), run
documentation, change control, support desk and problem
7 resolution, QA, security, daily reporting, and outside vendors.
8 (d) During this phase, Contractor begins to build the client-specific
9 project plan for the migration of each environment. Contractor will
fully define and understand the County's environment including
10 production testing, quality assurance, etc. and conduct due
diligence on each platform environment separately.
11
This is part of the transition; gathering of information that will not
12 have any effect on the pricing. This information is used to develop
and finalize the Transition Plan.
13
14 (2) Pre-Migration
15 (a) As Contractor is building the migration plan, they are at the same
time developing the appropriate processing environment for the
16 County at the Contractor's facility and setting up communications
based on the information gathered.
17
(b) The entire platform configuration environment will be completely
18 pre-staged in advance of the actual validation process to provide
19 for optimal preparation. The plan for the environment will include
set-up of the appropriate hardware, software and network
20 installation, data migration methods, parallel testing requirements
and production procedures. Contingency plans are also developed
21 during this time to allow recovery from unexpected problems during
the actual Migration Phase. Contractor conducts a full back up on
22 all systems using the County's current backup procedures.
23 (c) In addition, this phase includes the following:
24 i. All staffing requirements are confirmed, and training begins for
25 the appropriate technical support and operations personnel
ii. Network requirements are defined (diagrams created and
26 approved)
iii. Contractor and the County personnel will familiarize
27 themselves with any third-party software packages necessary
28 iv. Print functions and any issues are addressed and resolved
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Docusign Envelope ID:73819C20-C689-4ABO-B941-OE219D43AD45
1 V. Tape considerations - review County's current tape library
(virtual or physical) and set-up of appropriate tape
2 management systems at Contractor
3 vi. Examination of the production environment to solidify
scheduling procedures and support documentation
4 vii. Virtual tape storage is planned, and a back-up schedule of user
data is established.
5
(3) Validation Testing
6
(a) This phase includes an initial iteration of system and application
7 migrations and system testing. Trial migrations will be performed to
8 test for successful operation of the platform. The County conducts
application testing and verification to validate workload throughput
9 and assess operational efficiency and performance to ensure
reliability and efficiency.
10
(b) Numerous application tests are scheduled and conducted as
11 necessary. The network is installed and tested so that
communication lines, routers, firewalls, and other hardware are
12 consistent with the County's network requirements. Any plan for
13 concurrent access between Contractor and the prior processing
center is implemented at this time. Hardware required for the County
14 is acquired and installed at this time.
15 (c) When the network is configured, Contractor and the County will
determine the appropriate times for full network testing, which can be
16 done numerous times and in accordance with the County's schedule.
Contractor will provide the County access to these systems for
17 preliminary testing. Access will be provided by a secure VPN access
18 through the Internet.
19 (d) Contingency plans are developed to protect against failure of the
network during the actual migration phase. All of the Contractor's
20 backup procedures are developed to allow restoration of
communications in the event of equipment failure or failures of any
21 leased lines.
22 (e) Upon successful completion of network and application testing,
23 Contractor and the County will agree upon a schedule for the
migration cutover weekend(s)for the actual migration of the system.
24 The DR facility will be tested to ensure replication is up to date and
that systems can be brought online.
25
(4) Final Migration Phase—Actual Cutover
26
(a) This stage occurs over one weekend. This phase is intended to
27 actually move production to the Contractor's data center. Contractor
28 will migrate the County's current applications and required software
to the Contractor's platform environment that was pre-configured and
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Docusign Envelope ID:73819C20-C689-4ABO-B941-OE219D43AD45
1 tested to meet the County's processing requirements, providing for
optimal preparation and implementation success.
2
3 (b) Contractor will utilize a "custom build" approach to migrate the
processing environment to the Contractor's facility with the backups
4 that the County provides with their application backups. This
includes backup and restoration of DASD volumes, the moving of
5 tape volumes, and activation of networks. Contractor provides a
complete pre-built system with tape libraries, CICS tables, Security,
6 etc.
7 (5) Post-Migration Phase
8 (a) The Post-Migration Phase verifies that all tasks have been
9 performed accurately. Final acceptance is represented by a
County's sign-off process (an Acceptance Checklist), which ensures
10 that any final required tasks are completed by the appropriate
project team member assigned. All items are verified by the
11 County, at which point the Contractor considers the transition
complete.
12
13 (b) At this time, any remaining materials including tapes, forms and
documentation are removed from the County's current processing
14 location and relocated to the Contractor data center.
15 (c) In each of the phases detailed above, continual communication and
the free flow of information between the parties is essential to
16 success. Regularly scheduled conferences will be held during the
transition effort to ensure a smooth transition and true partnership
17 between Contractor and the County.
18 (d) The entire mainframe configuration environment can be completely
19 pre-staged in advance of the actual migration testing process. Trial
migrations will be performed to test for successful operation of the
20 final transfer plan to further minimize risk by providing optimal
transition time windows for cutover.
21
(6) Transition Project Management
22
23 (a) The Contractor's Project Manager will provide full management and
plan documentation utilizing Microsoft Project tools. The in-depth
24 project plan will be customized and designed to meet the County's
specific requirements The plan will include detailed task list with
25 responsibilities and due dates and a detailed timeline.
26 (b) The Contractor's Project Manager will ensure all tasks and
milestones are met within the required time frames and that they are
27 performed in a manner that is acceptable to the County. The project
28 plan will be reviewed with the appropriate County personnel from
start to finish and will be updated as frequently as necessary.
Weekly and/or bi-weekly conferences between the County and
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Docusign Envelope ID:73819C20-C689-4ABO-B941-OE219D43AD45
1 Contractor will be held during the entire project, as well as post
project.
2
3 (c) From the first project kick-off to the final acceptance and sign-off,
Contractor's personnel will be evaluating, researching,
4 implementing, and following up on each phase of the project. A key
part of each phase is the scheduling of components accompanied
5 by continual communication, exchange of information, and periodic
meetings.
6
(d) The same Contractor team that is involved up front during transition
7 will be the same team that supports the County during the complete
8 engagement. This provides the County with the best support team
that is already knowledgeable about the environment and
9 procedures.
10 (e) The entire project will be conducted under the close supervision of
the Contractor's Project Manager who has overall responsibility and
11 accountability for the project. After migration, Contractor's Account
Manager will work side-by-side with the assigned County's contact
12 to manage the day-to-day activities. The Account Manager is the
13 County's focal point for any issues (incidents are reported through
the Help Desk). The Contractor's Account Manager is kept aware of
14 any and all operations/facilities or technical issues affecting the
County. This individual is the liaison to the other departments within
15 Contractor. They will ensure communications across the
Contractor's services organization, and continually strive for 100%
16 client satisfaction.
17
18
19
20
21
22
23
24
25
26
27
28
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Docusign Envelope ID:73819C20-C689-4ABO-B941-OE219D43AD45
Exhibit B
1 Compensation
2 The Contractor will be compensated for performance of its services under this
Agreement as provided in this Exhibit B. The Contractor is not entitled to any compensation
3 except as expressly provided in this Exhibit B.
4
5 Annual Hosting Costs
6 Line Item Year 1 Year 2 Year 3
7 Monthly Cost
$867,900.00 $867,900.00 $867,900.00
8 ($72,325)
9
10 One-Time Costs
11 Line Items Year 1 Year 2 Year 3
12 Transitions Costs $140,000.00 N/A N/A
13 Communications $19,579.00 N/A N/A
Hardware
14 Estimated Travel $30,000.00 N/A N/A
15 during Transition
Virtual Tape
16 Appliance (installed $20,000.00 N/A N/A
at DXC
17
18 Variable Support Costs
19 Line Item Year 1 Hourly Rate Year 2 Hourly Rate Year 3 Hourly Rate
20 Applications
Programmer
21 Hourly Rate
(upon County's $150.00 $157.50 $165.37
22 request)
-Baseline minimum of
23 10 retainer hours per
month
24 Variable Hosting Costs
25 Year 1 Year 2 Year 3
26 Line Item Threshold Monthly Rate Monthly Rate Monthly Rate
Above Above Above
27 Threshold Threshold Threshold
Mainframe Disk Rate above Rate above Rate above
28 Storage Direct 6 TB threshold: threshold: threshold:
Access Storage $0.25 $0.25 $0.25
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Docusign Envelope ID:73819C20-C689-4ABO-B941-OE219D43AD45
Exhibit B
1 Device (DASD) per
GB: disk storage
2 utilized (monthly rate
3 above threshold
MSU usage above 4
4 MSUs: increase Rate above Rate above Rate above
above the current 4 4 MSUs threshold: threshold: threshold:
5 MSUs (monthly rate $1,335.00 $1,335.00 $1,335.00
above threshold
6 Annual Software Licensing Increase
7 Year 2 Year 3
8 Broadcom 145,000 145,000
9
10 Pricing Assumptions
11 1. Labor for installation of all network equipment is included.
2. For future budgeting purposes, in the event a Contractor 31 party vendor increases the
12 price paid by Contractor for products provided to the County within this proposal,
i.e., CA/Broadcom software increases, Contractor will pass-through to the County such
13 price increase upon a 30-day prior written notice to the County.
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
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Docusign Envelope ID:73819C20-C689-4ABO-B941-OE219D43AD45
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).
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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:
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Docusign Envelope ID:73819C20-C689-4ABO-B941-OE219D43AD45
Exhibit D
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from the Contractor or any third
parties, Contractor, at its sole expense, shall maintain in full force and effect the following
insurance policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsement to
this policy naming the County of Fresno, its officers, agents, employees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County
is excess only and not contributing with insurance provided under the Contractor's
policy.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
(C)Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
(E) Technology Professional Liability (Errors and Omissions). Technology professional
liability (errors and omissions) insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence and in the aggregate. Coverage must encompass all of the
Contractor's obligations under this Agreement, including but not limited to claims
involving Cyber Risks.
(F) Cyber Liability. Cyber liability insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence. Coverage must include claims involving Cyber Risks. The
cyber liability policy must be endorsed to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited to
information or data)that is in the care, custody, or control of the Contractor.
Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security
Breach, which may include Disclosure of Personal information to an Unauthorized Third
Party; (ii) data breach; (iii) breach of any of the Contractor's obligations under 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
destruction or alteration of electronic information; (xiii) cyber extortion; (xiv) extortion
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Exhibit D
related to the Contractor's obligations under this Agreement regarding electronic
information, including Personal Information; (xv)fraudulent instruction; (xvi) funds
transfer fraud; (xvii) telephone fraud; (xviii) network security; (xix) data breach response
costs, including Security Breach response costs; (xx) regulatory fines and penalties
related to the Contractor's obligations under this Agreement regarding electronic
information, including Personal Information; and (xxi) credit monitoring expenses.
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 of Fresno, Assessor-Recorder, Attention:
Business Manager, at 2281 Tulare Street, Room 201, Fresno, California 93721, or email
MDhaliwal(a)_fresnocountyca.go or email to the person identified to receive notices
under this Agreement, certificates of insurance and endorsements for all of the
coverages required under this Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the
Contractor has waived its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(iv) The technology professional liability insurance certificate must also state that
coverage encompasses all of the Contractor's obligations under this Agreement,
including but not limited to claims involving Cyber Risks, as that term is defined in
this Agreement.
(v) The cyber liability insurance certificate must also state that it is endorsed, and
include an endorsement, to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited
to information or data) that is in the care, custody, or control of the Contractor.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
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Exhibit D
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VI I.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
the insurer to provide to the County, written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
County not less than 10 days in advance of cancellation. For cancellation of the policy
for any other reason, and for any other change to the policy, the Contractor shall, or shall
cause the insurer to, provide written notice to the County not less than 30 days in
advance of cancellation or change. The County in its sole discretion may determine that
the failure of the Contractor or its insurer to timely provide a written notice required by
this paragraph is a breach of this Agreement.
(D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer
to deliver, to the County's Risk Manager certificates of insurance and endorsements for
all of the coverages that have such broader coverage, higher limits, or both, as required
under this Agreement.
(E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its
officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Contractor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Contractor's waiver of subrogation under this paragraph is effective
whether or not the Contractor obtains such an endorsement.
(F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
in effect at all times any insurance coverage required under this Agreement, the County
may, in addition to any other remedies it may have, suspend or terminate this
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
and charge the cost of that coverage to the Contractor. The County may offset such
charges against any amounts owed by the County to the Contractor under this
Agreement.
(G)Subcontractors. The Contractor shall require and verify that all subcontractors used by
the Contractor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
the Contractor to provide services under this Agreement using subcontractors.
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Docusign Envelope ID:73819C20-C689-4ABO-B941-OE219D43AD45
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.
"CIO" means the County's Director of IT Services/Chief Information Officer or his or her
designee.
"ASR" or"Assessor" means the County's Assessor-Recorder or his or her designee.
"ACTTC" means Auditor-Controller/Treasurer-Tax Collector 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 hosted, 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; (ii) is used or is
capable of being used to authenticate a person (including, without limitation, government-issued
identification numbers, passwords or personal identification numbers (PINs), and other personal
identifiers); or 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
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Exhibit E
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
Person's, Use of that Personal Information.
(3)The Contractor agrees and covenants in favor of the County that the Contractor shall: (i)
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Exhibit E
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 ASR/ACTTC department heads express prior
written consent.
Notwithstanding the foregoing paragraph, in any case in which the Contractor believes it, or
any Authorized Person, is required to disclose Personal Information to government regulatory
authorities, or pursuant to a legal proceeding, or otherwise as may be required by applicable law,
the Contractor shall (a) immediately notify the County of the specific demand for, and legal
authority for the disclosure, including providing the County with a copy of any notice, discovery
demand, subpoena, or order, as applicable, received by the Contractor, or any Authorized Person,
from any government regulatory authorities, or in relation to any legal proceeding, and (b) promptly
notify the County before such Personal Information is offered by the Contractor for such disclosure
so that the County may have sufficient time to obtain a court order or take any other action the
County may deem necessary to protect the Personal Information from such disclosure, and the
Contractor shall cooperate with the County to minimize the scope of such disclosure of such
Personal Information.
The Contractor shall remain liable to the County for the actions and omissions of any
Unauthorized Third Party concerning its Use of such Personal Information as if they were the
Contractor's own actions and omissions.
C. Information Security.
(1) The Contractor covenants, represents and warrants to the County that the Contractor's
Use of Personal Information under this Agreement does and shall at all times comply with all
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Exhibit E
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). AB-1785 California Public Records
Act. Section 7928.205 (2023-2024).
(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 CIO; (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, including,
but not limited to, all mobile devices and other equipment, 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 (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
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Exhibit E
(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 CIO); (v) strictly segregating Personal Information
from all other information of the Contractor, including any Authorized Person, or anyone with whom
the Contractor or any Authorized Person deals so that Personal Information is not commingled with
any other types of information; (vi) having a patch management process including installation of all
operating system/software vendor security patches; (vii) maintaining appropriate personnel security
and integrity procedures and practices, including, but not limited to, conducting background checks
of Authorized Employees consistent with applicable law; and (viii) providing appropriate privacy
and information security training to Authorized Employees.
(4) During the term of each Authorized Employee's employment by the Contractor, the
Contractor shall cause such Authorized Employees to abide strictly by the Contractor's obligations
under this Exhibit E. The Contractor further agrees that it shall maintain a disciplinary process to
address any unauthorized Use of Personal Information by any Authorized Employees.
(5)The Contractor shall, in a secure manner, backup daily, or more frequently if it is the
Contractor's practice to do so more frequently, Personal Information received from the County, and
the County shall have immediate, real-time access, at all times, to such backups via a secure,
remote access connection provided by the Contractor, through the Internet.
(6)The Contractor shall provide the County with the name and contact information for 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.
D. Security Breach Procedures.
(1) Promptly, and without undue delay, upon the Contractor's confirmation of a Security
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Exhibit E
Breach, the Contractor shall (a) notify the County CIO 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) 600-5900/ incidents(Wresnocountyca.gov,
iritrequests(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 CIO within thirty (30)
days after the Contractor's discovery of the Security Breach.
(3)The County shall promptly notify the Contractor of the CIO'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.
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Exhibit E
Within 24 hours of the Contractor's receipt of notification of such Privacy Practices Complaint, the
Contractor shall notify the County whether the matter is a Security Breach, or otherwise has been
corrected and the manner of correction or determined not to require corrective action and the
reason 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 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 12 months, to
the extent the incident could lead to a compromise of the data subject's credit or credit standing; (2)
call center support for such affected individuals for a specific period not to exceed thirty (30) days;
and (3)the cost of any measures required under applicable laws.
E. Oversight of Security Compliance.
(1)The Contractor shall have and maintain a written information security policy that
specifies Security Safeguards appropriate to the size and complexity of the Contractor's operations
and the nature and scope of its activities.
(2) Upon the County's written request, to confirm the Contractor's compliance with this
Exhibit E, as well as any applicable laws, regulations and industry standards, the Contractor grants
the County or, upon the County's election, a third party on the County's behalf, 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,
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Exhibit E
access to all Authorized Employees and other knowledgeable personnel, physical premises,
documentation, infrastructure and application software that is Used by the Contractor for Personal
Information pursuant to this Agreement. In addition, the Contractor shall provide the County with
the results of any audit by or on behalf of the Contractor that assesses the effectiveness of the
Contractor's information security program as relevant to the security and confidentiality of Personal
Information Used by the Contractor or Authorized Persons during the course of this Agreement
under this Exhibit E.
(3)The Contractor shall ensure that all Authorized Persons who Use Personal Information
agree to the same restrictions and conditions in this Exhibit E. that apply to the Contractor with
respect to such Personal Information by incorporating the relevant provisions of these provisions
into a valid and binding written agreement between the Contractor and such Authorized Persons or
amending any written agreements to provide same.
F. Return or Destruction of Personal Information.
Upon the termination of this Agreement, the Contractor shall, 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 CIO
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.
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Exhibit E
G. Equitable Relief.
The Contractor acknowledges that any breach of its covenants or obligations set forth in
this Exhibit E may cause the County irreparable harm for which monetary damages would not be
adequate compensation and agrees that, in the event of such breach or threatened breach, the
County is entitled to seek equitable relief, including a restraining order, injunctive relief, specific
performance and any other relief that may be available from any court, in addition to any other
remedy to which the County may be entitled at law or in equity. Such remedies shall not be
deemed to be exclusive but shall be in addition to all other remedies available to the County at law
or in equity or under this Agreement.
H. Indemnification.
The Contractor shall defend, indemnify and hold harmless the County, its officers,
employees, and agents, (each, a "County Indemnitee")from and against any and all infringement
of intellectual property including, but not limited to infringement of copyright, trademark, and trade
dress, invasion of privacy, information theft, and extortion, unauthorized Use, Disclosure, or
modification of, or any loss or destruction of, or any corruption of or damage to, Personal
Information, Security Breach response and remedy costs, credit monitoring expenses, forfeitures,
losses, damages, liabilities, deficiencies, actions,judgments, interest, awards, fines, and penalties
(including regulatory fines and penalties), costs or expenses of whatever kind, including attorney's
fees and costs, the cost of enforcing any right to indemnification or defense under this Exhibit"E"
and the cost of pursuing any insurance providers, arising out of or resulting from any third party
claim or action against any County Indemnitee in relation to the Contractor's, its officers,
employees, or agents, or any Authorized Employee's or Authorized Person's, performance or
failure to perform under this Exhibit "E" or arising out of or resulting from the Contractor's failure to
comply with any of its obligations under this section 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.
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Exhibit E
The respective rights and obligations of the Contractor and the County as stated in this
Exhibit E shall survive the termination of this Agreement.
J. No Third-Party Beneficiary.
Nothing express or implied in the provisions of in this Exhibit E is intended to confer, nor
shall anything herein confer, upon any person other than the County or the Contractor and their
respective successors or assignees, any rights, remedies, obligations or liabilities whatsoever.
L. No County Warranty.
The County does not make any warranty or representation whether any Personal
Information in the Contractor's (or any Authorized Person's) possession or control or Use by the
Contractor(or any Authorized Person), pursuant to the terms of this Agreement is or will be secure
from unauthorized Use, or a Security Breach or Privacy Practices Complaint.
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Exhibit F
SERVICE LEVEL AGREEMENTS ("SLA")
1. Definitions. The following terms, when used in this Service Level Agreement, shall have the
following meanings:
"Actual Uptime" means the measurement of time that the Service (or any portion thereof) is
actually available for use by the County and its users as planned under the SOW, including
material conformance to all specifications and requirements therein, during a calendar month.
Such measurement will be calculated by subtracting Downtime from Scheduled Uptime.
"Available" or "Availability" means the Actual Uptime expressed as a percentage of the
Scheduled Uptime for the Service (i.e., Availability % _ ((Actual Uptime)/(Scheduled Uptime)) x
100%). The Service shall not be considered Available (i) during an Outage or (ii) when it is not
otherwise available for use by the County and its users as planned under the SOW, including
material conformance to all specifications and requirements therein.
"Customer Information Control System" or "CICS" is the online environment where
transactions are executed.
"Downtime" means the aggregate duration of Outages for the Service during the applicable
Scheduled Uptime during a calendar month.
"Excused Unscheduled Downtime" means the loss of a critical system or function when it is
scheduled to be available that is not (i) attributable to an equipment or software failure beyond
the reasonable control of Contractor or (ii) as a result of any of the following:
a. Force Majeure Events;
b. County's errors, omissions or breaches of this Agreement;
c. Acts or omissions of County third party contractors;
d. Infringements of third-party proprietary rights by County or its third party
contractors;
e. Willful misconduct or violations of law by County or its third party contractors;
f. Material deficiencies in software or equipment provided by County;
g. Material deficiencies in third party software, provided that Contractor makes
reasonable efforts to correct the deficiency or replace the software;
h. Service or resource reductions requested or approved by County and agreed by
Contractor and County through change orders;
i. County's failure to implement changes in systems, hardware or software
reasonably recommended by County in writing as essential to maintain Service
Levels; or
j. Failures to meet Service Levels while operating under County's disaster recovery
plan as described.
"Incident" means any event that is not part of the standard operation of the Service (or any
portion thereof) and that causes, an interruption to, or a reduction in, the quality or Availability of
the Service or any portion thereof.
"Outage" means any time during which the Service (or any portion thereof) is not Available or
is otherwise materially degraded, measured from the earliest point in time that such Outage is or
reasonably should be detected by Contractor, but in any event no later than the time the Outage
actually occurred. An Outage is an Incident.
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Exhibit F
"Resolve or Resolution" means, with respect to an Incident, that a workaround or fix with
respect to such Incident has been implemented by Contractor and accepted by the County.
"Response Time" shall be calculated as the total minutes commencing from the time when
Contractor becomes aware of an Incident, whether by automated alarm or otherwise, until
Contractor notifies the County of such Incident and commences steps to Resolve such Incident.
"Scheduled Uptime" means time that the Service (or any portion thereof) is planned to be
available for use by the County and its users as contemplated under the SOW during a calendar
month. Contractor shall ensure that the Services remain Available to the extent reasonably
practicable. For purposes of calculating Availability, Scheduled Uptime shall not include any
period of downtime that is the result of scheduled time required to perform routine system
maintenance (for example, preventive maintenance, system upgrades, etc.), provided that such
time has been mutually agreed between the Parties and is scheduled so as to minimize the
impact to the County's business ("Excusable Downtime"). Contractor shall be entitled to, at a
minimum, Excusable Downtime at least once per year.
"Service Level Performance Adjustment" means a reduction of fees calculated in
accordance with Contractor's failure to meet a Service Level standard. A Service Level
Performance Adjustment shall be applied and limited in accordance with Section e below.
"Time Sharing Option" or "TSO" means a multi-user environment where the TSO divides
available CPU time and allocates the slices to users of the system as contemplated by the
SOW. (Since the time slices are very short, and the system cycles through the requesting users
very quickly, it appears as if they have simultaneous access.)
2. Service Level Failures
➢ Service Level Failure. Failure to achieve any of the Service Levels described
herein and as set forth on the Service Level Matrix below in any two consecutive
30 day periods shall constitute a "Service Level Failure", if the failure is not due
to an Excused Unscheduled Downtime or Scheduled Downtime or cause not
attributable to Contractor. Contractor shall not be responsible for any Service
Level Failure caused by the County or its agents or by any general failures of the
Internet (i.e., Internet slow-downs or failures impacting substantial numbers of
disparate users and geographic areas). Notwithstanding any other provision of
this SOW, Contractor shall not be liable for Service Level Failures resulting from
the actions or inactions of the County or its agents (excluding Contractor).
Contractor shall promptly notify the County of any Service Level Failure.
Contractor shall not be liable for any Service Level Failures, if and to the extent
Contractor's failure to meet such Service Level(s) is directly caused by any one
or more of the following (collectively, the "Service Level Exclusion Events"): (i)
any breach of this Agreement by the County or the negligence or willful
misconduct of the County or the County's other suppliers; (ii) with respect to any
equipment or software component of the County systems for which Contractor
does not bear operational responsibility, any failure of the County to secure the
necessary access rights or maintenance and support services from the vendor of
such equipment or software component; (iii) any problems arising from the
County systems, including facility and user controlled problems, that are not
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Exhibit F
required to be supported or addressed by Contractor pursuant to the
performance of the Services; (iv) the failure of the County's personnel to perform
or act in accordance with this SOW or (v) the occurrence of a Force Majeure
Event. Upon the occurrence of any event that Contractor reasonably believes to
be a Service Level Exclusion Event, Contractor shall promptly escalate the issue
to the County in writing. The parties agree to cooperate to minimize the adverse
impact of such Service Level Exclusion Events on the County's business
➢ During the ninety (90) day period immediately following the "go-live" of any
Services subject to a Service Level standard, any failure by Contractor to meet
applicable Service Levels shall not constitute (a) an event giving rise to Service
Level Performance Adjustments or(b) an event of default. Upon the expiration of
such ninety (90) day period, Contractor shall be responsible for meeting or
exceeding all applicable Service Levels, and all remedies available to the
County, for Contractor's failure to meet Service Levels shall apply.
➢ Service Level Review. On an annual basis during the Term or such other times
as the parties may agree upon, the parties will meet and confer regarding the
adequacy of the then current Service Levels and any adjustments or new Service
Levels that may be appropriate. Any changes to the Service Levels must be
agreed upon in a writing signed by both parties.
3. Service Outages.
➢ Scheduled. Contractor shall notify the County of scheduled Outages at least
seven (7) days in advance.
➢ Unscheduled Outages. Unscheduled Outages are caused by failure of a
Contractor service. In cases where a destination is not available, or unacceptable
service is reported, Contractor will attempt to determine the source of the
Incident and report its findings to the County.
➢ Corrective Action. Immediately upon notice of an Outage, Contractor personnel
shall:
• Confirm (or disconfirm) the Outage by a direct check of the facility;
• If confirmed, take such action as may restore the Service in one hour or less,
or, if determined to be a telecommunications company problem, open a
trouble ticket with the telecommunications company carrier;
• Notify the person designated by the County by telephone or voicemail
according to predefined procedures that an Outage has occurred, providing
such details as may be available, including the trouble ticket number if
appropriate and time of Outage;
• Work the Incident until Resolution, escalating to management or to
engineering as required;
• Promptly notify the County of final Resolution, along with any pertinent
findings or action taken.
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Docusign Envelope ID:73819C20-C689-4ABO-B941-OE219D43AD45
Exhibit F
4. Service Level Matrix
Description Service Level
Availability 99.99% monthly average
TSO response times, exclusive TSO Response Time is: 90% of all TSO Period 1
of network latency transactions will complete in less than 1 second
CICS response times, exclusive CICS Response Time is: 95% of all Trivial
of network latency Transactions will complete in less than 1 seconds
KPI KPI KPI Service Level Service Calculation
# Description Standard Level
Category Report
1 Problem Measures the Maintain 95% Monthly Calculate the percentage of
Management effectiveness of all report of all Problem Ticket Recorded
of Service reportable new within one (1) hour of
Providers problems are problems occurrence (PTR1 H) by
Problem recorded and dividing the new problems
Resolution within one (1) corrective recorded within 1 hour
and Problem hour of the actions. during the calendar month
Assignment occurrence in by the total number of new
Procedures accordance problems.
with Problem
PTR 1H
Management Problems Recorded within 1 hour
Procedures — New Problems
*100=99%
PTR1H = 25* 100 = 92%
2 Problem Measures the Maintain 85% Monthly Calculate the percentage of
Resolution effectiveness of problem report of all Problem Ticket Resolution
of Service tickets are new (PTR) by dividing the
Providers resolved problems difference of the new
Problem successfully and problems minus the new
Resolution without corrective reopened problems during
reopening. actions. the calendar month by the
number of new problems.
New—Reopened
PTR= * 100
New Problems
= 85%
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Exhibit F
100—20
PTR = 100 * 100= 80%
3 Problem Measures the Maintain 95% Monthly Calculate the percentage of
Escalation effectiveness of problems report of all Problem Ticket Escalated
of Problem are assigned new within one hour(PTE) by
Escalation within one problems dividing the problems
Procedures hour of and escalated within one hour
receipt. corrective during a calendar month by
actions. the total number of new
problems.
PTE
_New Problems Escalated within 1 hour
New problems
100=95%
4 Status Measures the Create and Monthly
Reporting timeliness deliver report
and reports noting
effectiveness detailing the exceptions
of Service overall
Level account
Reports status,
resource
utilization and
overall
performance
against all
Service Level
Standards
within 12
business
days of the
month
reported.
5. Service Level Performance Adjustments.
(a) Minimum service level. Contractor shall ensure that the County's mainframe
environment shall be running and available 99.99% of any calendar month.
(b) Measuring service levels. Mainframe down time shall be measured and
recorded by Contractor through its mainframe system logs. The County may
independently document mainframe down time to challenge records kept by
Contractor. All disputes regarding monthly mainframe downtime shall be
taken to the executive committee.
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Exhibit F
(c) Adjustments. The monthly adjustment in any month the service levels are
not met shall be an adjustment of 3% of monthly fee for the 1 st month. If the
failure occurs in consecutive months, the adjustment will be 5% for each
subsequent month.
(d) Additional. This contract contains adjustment provisions for the failure of
Contractor to meet certain minimum service levels. The specifics of the
adjustment provisions are given above with details of service levels.
The County will be responsible for reporting problems and requests for
service level credits by contacting Contractor directly. Both the County and
Contractor will investigate to determine if the problem was within Contractor's
control. Both parties will then determine the level of downtime that occurred
and if adjustments apply.
The County must report service level adjustments within the calendar month
following the calendar month with the service level in question for the
adjustment to apply.
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