HomeMy WebLinkAbout30608Agreement No . 18-578
1 AGREEMENT
2
3 THIS AGREEMENT is made and entered into this 9th day of October, 2018 , by and between the
4 COUNTY OF FRESNO , a Political Subdivision of the State of California , hereinafter referred to as
5 "COUNTY", and FreshWorks , Inc., a Delaware corporation , whose corporate address is 1250 Bayhill Drive ,
6 Suite 315 , San Bruno, CA 94066 , hereinafter referred to as "CONTRACTOR". The parties may be referred
7 to individually as a "Party" or collective ly as the "Parties" to this Agreement.
8 WI T N E S S E T H :
9 WHEREAS, COUNTY has implemented FreshService as the service ticket system for its
10 Information Technology Services Division ;
11 WHEREAS , COUNTY des ires to continue to purchase software licenses and software maintenance
12 of FreshService from CONTRACTOR: and
13 WHEREAS, COUNTY desires CONTRACTOR to provide Software Hosting Services on a hosted
14 system via Secure Socket Layer (SSL}.
15 NOW, THEREFORE, in consideration of the mutual covenants , terms and conditions here in
16 contained, the Parties hereto agree as follows :
17 1. DEFINITIONS AND OTHER TERMS
18 The following terms used throughout this Agreement shall be defined as follows :
19 • Acceptance Test -The process of testing a specific function or functions to
20 determ i ne if the operation or operat ions are as stated in this Agreement.
21 • Agent -An ind ividual authorized to use the Syst em Software services through the
22 COUNTY's account for such Service(s) as an agent and/or admin istrator as
23 identified through User Log in.
24 • Change Control Process -Process used by the Information Services Division of
25 COUNTY's Internal Services Department (ISO) to inform staff of new or updated
26 production use systems.
27 • Deficiency -The System's failure to substantially meet the System Performance
28 Requirements .
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License - The meaning assigned to the term ”License”, as defined in Section II-A
of this Agreement, and the rights and obligations which it creates under the laws of
the United States of America and the State of California, including without
limitation, copyright and intellectual property law.
Monies - The terms "Monies", "Charges", "Price", and "Fees" are considered to be
equivalent.
Primary Work Location - Physical location for the Application Service Provider
off-site facility.
Supplier - The terms "Supplier", "Vendor", and "Freshworks." all refer to
CONTRACTOR and are considered to be equivalent throughout this Agreement.
System - The System Software and System Documentation, collectively.
Reference to the "System" shall include any component thereof. All modifications
and enhancements to the System shall be deemed to be part of the System as
defined herein and shall be subject to all terms and conditions set forth herein. The
System consists of FreshService, which supports Fresno County ISD, all
interfaces, and third party software required for the system to function.
System Documentation - The documentation relating to the System Software,
and all manuals, reports, brochures, sample runs, specifications and other
materials comprising such documentation provided by CONTRACTOR in
connection with the System Software pursuant to this Agreement.
System Operation - The general operation of COUNTY's hardware and all
software including, but not limited to, system restarts, configuration and operation
of system peripherals (such as printers, modems, and terminals), installation of
new software releases, and other related activities.
System Installation - All software has been delivered, has been physically loaded
on a Computer, and COUNTY has successfully executed program sessions.
System Software - FreshService, that certain computer software described in this
Agreement provided by CONTRACTOR, and all interfaces, coding, tapes, disks,
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modules and similar materials comprising such software or on which it is stored.
System Software shall not include operating system software, or any other Third-
Party Software.
User - The terms "User", "Customer" and "Licensee" all refer to COUNTY and are
considered to be equivalent throughout this Agreement.
Other Terms:
To the extent applicable, CONTRACTOR’s APIs must be used according to the
API Policies CONTRACTOR implements with respect to the System Software
services; COUNTY has the limited, non-exclusive, non-transferrable, and
revocable right to download, install and use the software applications created,
developed and owned by the CONTRACTOR to enable access to and use of the
System Software services through mobile or other handheld devices (such as apps
on iOS or Android devices) (“Mobile Applications”) to access and use the System
Software. “API” means the application programming interfaces developed, enabled
by or licensed to the CONTRACTOR that permits the COUNTY and its Agents to
access certain functionality provided by the System Software. “API Policies”
means the policies published on http://api.freshservice.com/ that govern the use of
APIs, as updated from time to time.
Planned Downtime. COUNTY may not be able to access or use the System
Software services (a) during planned downtime for upgrades and maintenance to
the System Software (of which the CONTRACTOR will use commercially
reasonable efforts to notify COUNTY in advance through the System Software
services) (“Planned Downtime”). CONTRACTOR will use commercially reasonable
efforts to schedule Planned Downtime for weekends (Pacific Time zone) and other
off-peak hours.
Custom Apps. The Custom Apps are governed by their own terms and privacy
policies. By downloading and installing such Custom Apps within accounts created
by or on behalf of COUNTY for access and use of any of the System Software,
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COUNTY understands that the CONTRACTOR neither provides any warranty nor
is liable for any damage or loss caused or alleged to be caused in connection with
COUNTY’S enablement of, access to or use of any such Customs Apps including
COUNTY’S reliance on the privacy practices, data security processes or other
policies of such Custom Apps. “Custom Apps” means third party applications that
are made available to COUNTY through an online marketplace for applications
that interoperate with the System Software services (“Market Place”) or other
forums where applications are developed for their integration with the System
Software services which COUNTY has the option to enable and integrate into the
System Software services.
Native Apps. CONTRACTOR may publish applications in the Market Place that are
developed and maintained by the CONTRACTOR (“Native Apps”). Such Native
Apps will be governed by this Agreement. When COUNTY installs any of the
Native Apps or where (a) a feature is modified or (b) a new feature is released
within the Services, COUNTY may be shown additional terms governing their
usage. COUNTY’S continued usage of such Native Apps or such features may be
relied upon by CONTRACTOR as COUNTY’s acceptance of the additional terms.
EXPORT COMPLIANCE AND USE RESTRICTIONS; FEDERAL GOVERNMENT
END USE PROVISIONS. The System Software and other software or components
of the services which CONTRACTOR may provide to COUNTY may be subject to
U.S. (or other territories) export control and economic sanctions laws. COUNTRY,
its Agents or end-users shall not access or use the System Software services if
COUNTY, its Agents or end-users are located in any jurisdiction in which the
provision of the System Software services, software or other components is
prohibited under U.S. or other applicable Laws (a “Prohibited Jurisdiction”).
COUNTY represents, warrants and covenants that (i) COUNTY is not named on
any U.S. government (or other government) list of persons or entities prohibited
from receiving U.S. exports, or transacting with any U.S. person, (ii) COUNTY is
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not a national of, or a company registered in, any Prohibited Jurisdiction, (iii)
COUNTY shall use commercially reasonable efforts to not permit its Agents to
access or use the System Software services in violation of any U.S. or other
applicable export embargoes, prohibitions or restrictions, and (iv) COUNTY shall
comply with all applicable laws regarding the transmission of technical data
exported from the United States and the country in which COUNTY, its Agents or
end-users are located.
Data Migration. During the term of this Agreement, COUNTY may request
CONTRACTOR to import its data into COUNTY’S account ("Data Migration").
COUNTY hereby understands and acknowledges that CONTRACTOR and/or its
group companies may access and process COUNTY’S data solely in connection
with providing support during such Data Migration.
2. OBLIGATIONS OF THE CONTRACTOR
A) SOFTWARE LICENSE
1) GRANT OF LICENSE
CONTRACTOR grants to COUNTY and COUNTY accepts non-exclusive, non-
transferable, revocable Licenses for Agents to access and use FreshService that is subject
to the terms and conditions set forth in this Agreement.
2) SCOPE OF LICENSE
The License granted herein shall consist solely of the non-exclusive, non-
transferable, revocable right of COUNTY to operate the System Software in support of all
COUNTY departments and offices that are being served by COUNTY’s ISD.
3) OWNERSHIP
The Parties acknowledge and agree that, as between CONTRACTOR and
COUNTY, title and full ownership of all rights in and to the System Software, Syst em
Documentation, and all other materials provided to COUNTY by CONTRACTOR under the
terms of this Agreement shall remain with CONTRACTOR. COUNTY will take reasonable
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steps to protect trade secrets of the System Software and System Documentation.
COUNTY may not disclose or make available to third parties the System Software or
System Documentation or any portion thereof. CONTRACTOR shall own all right, title and
interest in and to all corrections, modifications, enhancements, programs, and work product
conceived, created or developed, alone or with COUNTY or others, as a result of or related
to the performance of this Agreement, including all proprietary rights therein and based
thereon. Except and to the extent expressly provided herein, CONTRACTOR does not
grant to COUNTY any right or license, express or implied, in or to the System Software and
System Documentation or any of the foregoing. The Parties acknowledge and agree that,
as between CONTRACTOR and COUNTY, full ownership of all rights in and to all
COUNTY data, whether in magnetic or paper form, including without limitation printed
output from the System, are the exclusive property of COUNTY.
4) POSSESSION, USE AND UPDATE OF SOFTWARE
COUNTY agrees that only COUNTY will use the System Software for its own
internal purposes and shall not further sublicense the System Software. CONTRACTOR
may, at reasonable times, inspect COUNTY’s premises and equipment to verify that all of
the terms and conditions of this license are being observed. CONTRACTOR may create,
from time to time, updated versions of the System Software and System Documentation
and CONTRACTOR shall make such System Updates available to COUNTY. All System
Updates shall be licensed under the terms of this Agreement. COUNTY agrees to follow
the prescribed instructions for updating System Software and System Documentation
provided to COUNTY by CONTRACTOR.
5) TRANSFER OF SOFTWARE
COUNTY shall not rent, lease, license, distribute, sell, transfer, or assign this
license, the System Software, or the System Documentation, or any of the information
contained therein other than COUNTY data, to any other person or entity, whether on a
permanent or temporary basis, and any attempt to do so will constitute a breach of this
Agreement. No right or license is granted under this Agreement for the use or other
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utilization of the licensed programs, directly or indirectly, for the benefit of any other person
or entity, except as provided in this Agreement.
6) POSSESSION AND USE OF SOURCE CODE
Source code and other material that results from custom programming by
CONTRACTOR released to COUNTY under this License shall be deemed CONTRACTOR
software subject to all of the terms and conditions of the software License set forth in this
Agreement. The scope of COUNTY’s permitted use of the custom source code under this
License shall be limited to maintenance and support of the System Software. For purposes
of this Section, the term “maintenance and support” means correction of System Software
errors and preparation of System Software modifications and enhancements. If COUNTY
creates computer code in the process of enhancing the System Software, that specific new
code shall be owned by COUNTY and may be used by COUNTY’s employees, officers, or
agents for COUNTY’s own internal business operations. However, if COUNTY’s
enhancement results in the creation of a derivative work from the System Software, the
copyright to such derivative work shall be owned by CONTRACTOR and COUNTY’s rights
to use such derivative work shall be limited to those granted with respect to the System
Software in this Agreement.
7) RESTRICTIONS ON USE:
COUNTY shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or
otherwise commercially exploit or make available to any third party the System Softwa re or
the System Documentation in any way; (ii) modify or make derivative works based upon
the System Software or the System Documentation; (iii) create Internet “links” to the
System Software or “frame” or “mirror” any System Documentation on any other server or
wireless or Internet-based device; (iv) send spam or otherwise duplicative or unsolicited
messages in violation of applicable law; (v) send or store infringing, obscene, threatening,
libelous, or otherwise unlawful or tortious material, including material harmful to children or
violative of third party privacy rights; (iv) send or store material containing software viruses,
worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
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(vii) interfere with or disrupt the integrity or performance of the System Software or the data
contained therein, including but not limited to COUNTY Data; (viii) attempt to gain
unauthorized access to the System Software or its related systems or networks; (ix)
reverse engineer or access the System Software in order to (a) build a competitive product
or service, (b) build a product using similar ideas, features, functions or graphics of the
System Software, or (c) copy any ideas, features, functions or graphics of the System
Software; (x) use the System Software to store or transmit any “protected health
information” as that term is defined in 45 C.F.R. 160.103 unless expressly agreed to
otherwise in writing by the CONTRACTOR
8) INTELLECTUAL PROPERTY, TRADEMARK AND COPYRIGHT
CONTRACTOR retains ownership of the System Software, any portions or copies
thereof, and all rights therein. CONTRACTOR reserves all rights not expressly granted to
COUNTY. This License does not grant COUNTY any rights in connection with any
trademarks or service marks of CONTRACTOR, its suppliers or licensors. All right, title,
interest and copyrights in and to the System Software and the accompanying System
Software Documentation and any copies of the System Software are owned by
CONTRACTOR, its suppliers or licensors. All title and intellectual property rights in and to
the content which may be accessed through use of the System Software are the property
of the respective content owner and may be protected by applicable copyright or other
intellectual property laws and treaties. This License grants COUNTY no rights to use such
content. CONTRACTOR shall have a royalty-free, worldwide, transferable, sub-licensable,
irrevocable and perpetual license to incorporate into the System Software or otherwise use
any suggestions, enhancement requests, recommendations or other feedback it receives
from the COUNTY.
B) SERVICES TO BE PROVIDED BY CONTRACTOR TO COUNTY
1) DOCUMENTATION
CONTRACTOR shall provide to COUNTY FreshService System Documentation,
which shall consist of electronic media files. The electronic media files must be printable
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using PC software normally available at COUNTY. CONTRACTOR shall provide new
System Documentation corresponding to all new Software Upgrades. COUNTY may print
additional copies of all documentation. All System Documentation is to be used by
COUNTY only for the purposes identified within this Agreement.
C) SYSTEM MAINTENANCE AND SUPPORT BY CONTRACTOR
System maintenance and support includes System Updates as they are released by
CONTRACTOR, including updates required as a result of Federal Regulatory Changes. The first
day of production use will be identified by COUNTY and communicated to CONTRACTOR.
CONTRACTOR will support day-to-day operation of the System as follows:
1) SUPPORT HOURS/SCOPE:
During the term of this Agreement, CONTRACTOR shall provide unlimited technical
assistance by phone during normal coverage hours (7:30 a.m. to 5:30 p.m. Pacific
Standard Time (PST), Monday through Friday, except CONTRACTOR and COUNTY
holidays), toll-free telephone assistance to keep the System in, or restored to, normal
operating condition. The object of this support will be to answer specific questions related
to the System Software and the application thereof. Support provided under this
Agreement does not include training of new personnel (after initial staff is trained),
operation of hardware, or solving other hardware/software problems unrelated to the
System Software.
2) SUPPORT RESPONSE:
During the term of this Agreement, CONTRACTOR will (a) correct any error or
malfunctions in the System as supplied by CONTRACTOR which prevents it from
operating in conformance with the Acceptance Test Criteria set forth in this Agreement or
(b) provide a commercially reasonable alternative that will conform to the Acceptance
Test Criteria set forth in this Agreement.
3) If analysis by CONTRACTOR indicates a reported problem is caused by a
reproducible error or malfunction in the then-current release of the System Software as
supplied and maintained by CONTRACTOR that significantly impacts effective use of the
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System by COUNTY, CONTRACTOR will, if the System is inoperable, as reported by
COUNTY, provide continuous effort to correct the error or to resolve the problem by
providing a circumvention.
In such cases, CONTRACTOR will provide COUNTY with corrective information, such as
corrective documentation and/or program code. CONTRACTOR will endeavor to respond
to COUNTY's service request no later than eight (8) business hours from the time a call
has been received by CONTRACTOR. In the event that CONTRACTOR does not have a
staff member with the necessary expertise available when the call is received,
CONTRACTOR will endeavor to respond to the service request no later than within one
(1) business day.
4) ERROR CORRECTION PROCESS:
If during the term of this Agreement COUNTY determines that software error(s) exist,
COUNTY will first follow the error procedures specified in the System Documentation. If
following the error procedures does not correct the software error, COUNTY shall
immediately notify CONTRACTOR, setting forth the defects noted with specificity. Upon
notification of a reported software error, CONTRACTOR shall have five (5) business days
to determine if actual software error(s) exist and, if so, to correct such software error(s).
At CONTRACTOR’s request, additional time to solve difficult problems will not be
unreasonably withheld. Within fifteen (15) days of correction, COUNTY shall retest the
System Software and report any other software error(s).
5) TECHNICAL INFORMATION
CONTRACTOR will provide technical information to COUNTY from time to time.
Such information may cover areas such as FreshService usage, third party software, and
other matters considered relevant to COUNTY by CONTRACTOR. Technical information
will be provided at the discretion of CONTRACTOR, but will not be unreasonably withheld.
D) ADDITIONAL SYSTEM MAINTENANCE SERVICES BY CONTRACTOR
CONTRACTOR may provide additional maintenance services (“Additional Maintenance
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and Support Services” or “Additional Maintenance Services”) at an additional charge. Charges will
be as identified in Section VII-F of this Agreement; or, if not included in this Agreement, charges will
be at reasonable current prices in effect at the time goods or services are provided. Any Additional
Maintenance and Support Services requested by COUNTY and determined by CONTRACTOR to
be billable by CONTRACTOR must be identified as a chargeable service prior to the service being
performed and must be approved in writing in advance by COUNTY’s Contract Administrator.
Additional Maintenance Services include, but are not limited to, the following:
1) ADDITIONAL TRAINING
A specific amount of training is included in this Agreement. Additional training at a
COUNTY facility is available upon request by COUNTY at an additional charg e under the
terms of this Agreement. Requests for additional training will be reviewed by
CONTRACTOR and must be requested in writing in advance by COUNTY’s Contract
Administrator. Charges will be at rates identified in this Agreement.
2) DATA AND SYSTEM CORRECTIONS
Data and System Corrections include any corrective actions accomplished by
CONTRACTOR on-site or via VPN which are necessary due to COUNTY errors or
unauthorized source code or data access by COUNTY. Unauthorized access to the data is
defined as any COUNTY editing of data through other than normal system usage as
defined in System Documentation. Unauthorized access to source code is defined as any
COUNTY access whatsoever to System source code. Services provided by
CONTRACTOR are not billable when they result from errors caused by FreshService or
instruction provided by CONTRACTOR.
3) CUSTOMER SITE VISITS
Site visits to COUNTY sites, as may be requested in writing by COUNTY and that
are within the scope of the project services, are available at no charge for reasons such as,
but not limited to, (1) additional system training on hardware or software usage; (2)
resolution of System difficulties not resulting from actions by, or otherwise the responsibility
of CONTRACTOR; (3) installation of Software Releases; and (4) assistance in equipment
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maintenance, movement or diagnosis. Site visits outside of the scope of project services
will be reviewed by CONTRACTOR and must be requested in writing in advance by the
COUNTY’s Contract Administrator. Charges will be at rates identified in this Agreement.
E) CONTRACTOR’S PROJECT COORDINATOR
Upon execution of this Agreement, CONTRACTOR shall appoint a Project
Coordinator who will act as the primary contact person to interface with COUNTY for
implementation, maintenance and support of FreshService.
F) SYSTEM UPDATES AND NEW PRODUCTS
1) SYSTEM UPDATES
From time to time CONTRACTOR will develop and provide System Updates to
COUNTY for the COUNTY’S licensed CONTRACTOR software (“System Updates”).
System Updates shall be subject to the terms and conditions of this Agreement and shall
be deemed licensed System Software and will be made available to COUNTY at no
additional charge to COUNTY. System Updates will be made available to COUNTY at the
discretion of CONTRACTOR but will not be unreasonably withheld.
2) NEW PRODUCTS
CONTRACTOR may from time to time release new software with capabilities
substantially different from or greater than the System Software ("New Products") and
which therefore do not constitute System Updates. These New Products will be made
available to COUNTY upon terms and at a cost not to exceed CONTRACTOR‘s then
standard rates for similarly situated customers.
G) OTHER
Unless otherwise specified, for third-party software, CONTRACTOR shall provide standard
documentation in electronic form (via the Internet or File Transfer Protocol (FTP).
H) SOFTWARE HOSTING SERVICES
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CONTRACTOR shall select a reputable host for the server on which FreshService is hosted
and from which access is to be provided to COUNTY for Authorized Facilities. In the event of a
Security Breach, CONTRACTOR will be liable for payment of or reimbursement to the COUNTY
for all remediation expenses, and any monetary losses up to the maximum Total Contract Cost, as
set forth in Section VI-B. CONTRACTOR will make every reasonable effort to maintain a 99.8%
up-time for the hosted FreshService system. CONTRACTOR reserves the right to establish a
monthly maintenance window for the purpose of upgrading, patching, or modifying, or repairing
portions of or the entire FreshService environment. The monthly window will be mutually agreed
to in writing by CONTRACTOR’s Project Coordinator and COUNTY’s Project Manager.
I) SYSTEM RELIABILITY
“Planned Downtime" shall be defined as System non-availability due to System Software error,
malfunction, or Deficiency in the Application Software, or due to System Maintenance activity
other than in accordance with the scheduling parameters set forth in this Agreement. COUNTY
may not be able to access or use the System Software services (a) during planned downtime for
upgrades and maintenance to the System Software (of which the CONTRACTOR will use
commercially reasonable efforts to notify COUNTY in advance through the System Software
services) (“Planned Downtime”). CONTRACTOR will use commercially reasonable efforts to
schedule Planned Downtime for weekends (Pacific Time zone) and other off-peak hours.
Examples of Downtime include, without limitation:
1. One (1) or more COUNTY facilities cannot access the System for reasons within
CONTRACTOR'S Control; or
2. Any functional Component of the System or Interface is not available and is within
CONTRACTOR'S control.
COUNTY requires that there be no unscheduled Downtime for routine maintenance of the
Application Software. COUNTY will accept occasional scheduled Downtime for significant non-
routine Updates and maintenance to be scheduled by CONTRACTOR only with COUNTY'S prior
written approval and at COUNTY'S discretion, exercised in good faith. Non-routine maintenance
includes such tasks as major System Software version Updates. CONTRACTOR shall use its
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best efforts to keep scheduled Downtime for non-routine maintenance to a minimum and if
required, any excess scheduled Downtime will be agreed to in writing in advance by COUNTY.
J) PRIVACY REQUIREMENTS
CONTRACTOR shall be responsible for the following privacy and security safeguards:
1) If new or unanticipated threats or hazards are discovered by either the COUNTY or the
CONTRACTOR, or if existing safeguards have ceased to function, the discoverer shall
without undue delaybring the situation to the attention of the other Party.
2) CONTRACTOR shall be responsible for the following privacy and security safeguards:
a) Other than for CONTRACTOR’s own use and purposes, the CONTRACTOR shall
not publish or disclose in any manner the details of any safeguards either designed or
developed by the CONTRACTOR under this Agreement or otherwise provided by the
COUNTY.
b) To the extent required to carry out a program of inspection to safeguard against
threats and hazards to the security, integrity, and confidentiality of COUNTY data, the
CONTRACTOR shall afford the COUNTY access as necessary at CONTRACTOR’s
discretion, to CONTRACTOR’S facilities, installations, technical capabilities,
operations, documentation, records, and databases within 72 hours. The program of
inspection shall include, but is not limited to: Authenticated and unauthenticated
operating system/network vulnerability scans, authenticated and unauthenticated web
application vulnerability scans, and authenticated and unauthenticated database
application vulnerability scans. Automated scans may be performed by COUNTY
personnel, or agents acting on behalf of the COUNTY, using COUNTY operated
equipment, and COUNTY specified tools.
Should CONTRACTOR choose to run its own automated scans or audits, results from these
scans may, at the COUNTY’s discretion, be accepted in lieu of COUNTY-performed vulnerability
scans. In these cases, scanning tools and their configuration shall be approved by the COUNTY.
In addition, the results of CONTRACTOR conducted scans shall be provided in full to the
COUNTY.
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K) PROTECTION OF INFORMATION
CONTRACTOR shall be responsible for properly protecting all information used, gathered, or
developed as a result of work under this Agreement. CONTRACTOR shall also protect all
COUNTY data, equipment, etc. by treating such information as sensitive. It is anticipated that this
information will be gathered, created, and stored within the Primary Work Location. Should
CONTRACTOR personnel remove any information from the Primary Work Location,
CONTRACTOR shall protect such information to the same extent it would its own proprietary data
and/or company trade secrets. The use of any information subject to the applicable data privacy
laws will be utilized in full accordance with all rules of conduct applicable to applicable data privacy
laws and in accordance with the Privacy Notice. Privacy Notice means CONTRACTOR’s privacy
notice at www.freshworks.com/privacy as updated from time to time.
COUNTY will retain unrestricted rights to COUNTY data. The COUNTY retains ownership of
any user created/loaded data and applications hosted on CONTRACTOR’s infrastructure, as well
as maintains the right to request full copies of these at any time.
Data processed and stored by the various applications within the network infrastructure contains
financial data as well as personally identifiable information (PII). This data and PII shall be
protected against unauthorized access, disclosure, modification, theft, or destruction.
CONTRACTOR shall ensure that the facilities housing the network infrastructure are physically
secure. COUNTY acknowledges and agrees that CONTRACTOR and its group companies may
also access or disclose information about the COUNTY, its Agents and end-users including
COUNTY data in order to (a) comply with the law or respond to lawful requests or legal process;
(b) protect group companies’ or CONTRACTOR’s customers’ or partners’ rights or property,
including enforcement of this Agreement or other policies associated with the System Software
services; (c) act on a good faith belief that such disclosure is necessary to protect personal safety
or avoid violation of applicable law or regulation.
The data must be available to COUNTY upon request within one (1) business day or within the
timeframe specified otherwise, and shall not be used for any other purpose other than that
specified herein. CONTRACTOR shall provide requested data at no additional cost to COUNTY.
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No data shall be released by CONTRACTOR without the consent of COUNTY in writing. All
requests for release must be submitted in writing to COUNTY.
L) CLIENT INSTALL
Should the FreshService require installation of software on the client PC, the FreshService will
not be installed under a specific User Profile, but and it must install available to all users on the all
users desktop. The FreshService can require an administrator to install the FreshService, but the
FreshService must not require administrative rights in order to operate the FreshService.
3. OBLIGATIONS OF THE COUNTY
A) COUNTY CONTRACT ADMINISTRATOR
COUNTY appoints its Chief Information Officer (CIO) or his/her designee, as COUNTY's Contract
Administrator, with full authority to deal with CONTRACTOR in all matters concerning this
Agreement.
B) SAFEGUARDING SYSTEM SOFTWARE
COUNTY will follow its present practices to safeguard System Software delivered to COUNTY by
CONTRACTOR. A copy of COUNTY’S “Information Technology (IT) Standards and Preferences”
will be made available upon request.
C) COUNTY PROJECT MANAGER
Upon execution of this Agreement, COUNTY’s Contract Administrator shall designate one individual
from ISD who will function as Project Manager with responsibility for day-to-day management of the
project for implementation of FreshService. The Project Manager and COUNTY personnel shall
have the necessary and appropriate training and experience to implement the terms of this
Agreement. COUNTY acknowledges CONTRACTOR’S reliance on same.
Subject to any limitation on the number of individual Users/Agents available under the service plan
to which COUNTY subscribed, access and use of the System Software services is restricted to the
specified number of individual Users/Agents permitted under COUNTY’s subscription to the System
Software services. Each Agent shall be identified using unique login information such as usernames
and passwords (“Agent Login”) and such Agent Login shall be used only by one individual.
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COUNTY is responsible for the confidentiality of COUNTY Data and Agent Login. COUNTY and/or
the Agent should, therefore, not share Agent Login with any third parties. In any event, unless
COUNTY notifies CONTRACTOR of any unauthorized use or suspicious activity in COUNTY’s
account, COUNTY is responsible for all activities that occur under COUNTY’s account.
CONTRACTOR, its Affiliates, employees or agents will not be liable for any damage or loss that
may result from COUNTY’s failure to protect COUNTY’s login information, including its password.
Without limiting the foregoing, COUNTY is solely responsible for ensuring that COUNTY’s use of
the System Software service to store and transmit any County data and/or COUNTY content is
compliant with all applicable laws and regulations. COUNTY also maintains all responsibility for
determining whether the System Software services or the information generated thereby is accurate
or sufficient for COUNTY’s purposes. For the purpose of this Agreement, Affiliate means, with
respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common
control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled
by” and “under common control”) means the possession, directly or indirectly, of the power to dir ect,
or cause the direction of the management and policies of such person, whether through the
ownership of voting securities, by contract, or otherwise
D) OTHER COUNTY OBLIGATIONS
Technical assistance from COUNTY’s ISD staff will be provided during the performance of
the installation of the System Software. In particular, COUNTY will provide:
a. Network connectivity and troubleshooting assistance.
b. Ability to monitor network traffic and isolate bottlenecks.
c. Technical assistance concerning the integration with existing COUNTY
systems (if applicable).
d. Expertise to handle issues with PCs, printers, and cabling before, during,
and after rollout.
///
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4. TERM
This Agreement shall become effective on the Effective Date for a term of three (3) years, with the
option for two (2), one (1) year extensions, upon written authorization from the County’s Director of
Internal Services or his/her designee and payment of subscription charges (“Annual License Fees”).
5. TERMINATION
A) NONALLOCATION OF FUNDS
The terms of this Agreement, and the services to be provided thereunder, are contingent on the
approval of funds by the appropriating government agency. Should sufficient funds not be allocated,
the services provided may be modified, or this Agreement terminated, at any time by giving
CONTRACTOR thirty (30) days’ advance written notice.
B) BREACH OF CONTRACT
● The COUNTY may immediately suspend or terminate this Agreement in whole or in part,
where in the determination of the COUNTY there is:
1) An illegal or improper use of funds;
2) A failure to comply with any term of this Agreement;
3) A substantially incorrect or incomplete report submitted to the COUNTY;
In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any breach
of this Agreement or any default which may then exist on the part of the CONTRACTOR. Neither
shall such payment impair or prejudice any remedy available to the COUNTY with respect to the
breach or default. The COUNTY shall have the right to demand of the CONTRACTOR the
repayment to the COUNTY of any funds disbursed to the CONTRACTOR under this Agreement,
which in the judgment of the COUNTY were not expended in accordance with the terms of this
Agreement. The CONTRACTOR shall promptly refund any such funds upon demand.
CONTRACTOR may, upon thirty (30) days prior written notice to COUNTY, terminate this
Agreement if COUNTY fails to comply with any material term or condition of this Agreement unless
COUNTY cures such failure within such thirty (30) day period, or other such timeframe as may be
mutually agreed upon in writing by the Parties.
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C) Effect of Terminating COUNTY’S Account:
Data Export: CONTRACTOR strongly recommends that COUNTY exports all Service Data before
COUNTY terminates COUNTY’s Account. In any event, following the termination of COUNTY’s
Account either by COUNTY or CONTRACTOR, unless otherwise specified elsewhere herein or in
the Supplemental Terms, Service Data will be retained for a period of 14 days (“Data Retention
Period”) from such termination within which COUNTY may contact CONTRACTOR to export
Service Data. Beyond such Data Retention Period, CONTRACTOR shall delete all Service Data in
the normal course of operation. Service Data cannot be recovered once it is deleted. Further, when
Service Data is migrated from one data center to another upon COUNTY’s request, CONTRACTOR
shall delete Service Data from the original data center after 14 days from such migration.
6. COMPENSATION/INVOICING:
COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive compensation as
follows:
A) MONTHLY LICENSE FEES:
License fees will be paid for each agent from the COUNTY. Monthly License fees will be paid
annually for ongoing users i.e., the Annual License Fees. Any additional users added between
annual billing periods will be pro-rated to the next annual invoice date.
1. Monthly License Fees for each Agent $80.00
B) IMPLEMENTATION COSTS:
In the event that the COUNTY requires additional instances of FreshService, additional
implementation costs may be required as agreed upon in writing.
C) TOTAL CONTRACT AMOUNT
In no event shall services performed under this Agreement exceed $1,200,000.00 during the
entire possible five (5) year term of this Agreement. It is understood that all expenses incidental to
CONTRACTOR'S performance of services under this Agreement shall be borne by
CONTRACTOR.
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D) INVOICING
CONTRACTOR shall submit invoices (which must reference the provided contract number),
either electronically or via mail (and must reference the provided contract number on the invoice) to
the County of Fresno ISD, Accounts Payable, 333 W. Pontiac Way, Clovis, CA 93612 or Accounts
Payable (ISDBusinessOffice@FresnoCountyCA.gov). COUNTY will pay CONTRACTOR within
forty-five (45) days of receipt of an approved invoice, by mail addressed to CONTRACTOR’s
remittance address at 1250 Bayhill Drive, Suite 315, San Bruno, California – 94066.
7. INDEPENDENT CONTRACTOR:
In performance of the work, duties and obligations assumed by CONTRACTOR under this
Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of the
CONTRACTOR'S officers, agents, and employees will at all times be acting and performing as an
independent contractor, and shall act in an independent capacity and not as an officer, agent, servant,
employee, joint venturer, partner, or associate of the COUNTY. Furthermore, COUNTY shall have no
right to control or supervise or direct the manner or method by which CONTRACTOR shall perform its
work and function. However, COUNTY shall retain the right to administer this Agreement so as to
verify that CONTRACTOR is performing its obligations in accordance with the terms and conditions
thereof.
CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules
and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof.
Because of its status as an independent contractor, CONTRACTOR shall have absolutely no right
to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be solely
liable and responsible for providing to, or on behalf of, its employees all legally-required employee
benefits. In addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from
all matters relating to payment of CONTRACTOR'S employees, including compliance with Social
Security withholding and all other regulations governing such matters. It is acknowledged that
during the term of this Agreement, CONTRACTOR may be providing services to others unrelated to
the COUNTY or to this Agreement.
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8. CONFIDENTIALITY
A Party receiving Information (defined below) of the other will not disclose such Information other
than to persons in its organization who have a need to know and who will be required to comply with
this Section. The Party receiving Information will not use such Information for a purpose inconsistent
with the terms of this Agreement. “Information” means the Software, Documentation and all information
and intellectual property related thereto (including, but not limited to all databases provided to
COUNTY by CONTRACTOR whether created by CONTRACTOR or its third party licensors such as,
without limitation, the mapping product databases) as well as information related to the business of
CONTRACTOR or COUNTY. Information will not include: (i) information publicly known prior to
disclosure; (ii) information already in the lawful possession of the recipient without any confidentiality
obligation; (iii) information coming into the lawful possession of the recipient from a third party without a
breach of such third party’s confidentiality obligation; (iv) is independently developed by the Party
receiving the Information without use of or reference to the disclosing Party’s Confidential Information,
as shown by documents and other competent evidence in the receiving party’s possession or (v)
information required to be disclosed pursuant to regulatory action or court order, provided adequate
prior written notice of any request to disclose (to the extent legally permitted) is given to the Party
whose information is to be disclosed. Each Party will exercise at least the same degree of care to
safeguard the confidentiality of the other’s Information as it does to safeguard its own proprietary
confidential information, but not less than a reasonable degree of care.
9. MODIFICATION: Any matters of this Agreement may be modified from time to time by the
written consent of all the parties without, in any way, affecting the remainder.
10. NON-ASSIGNMENT AND DISCLAIMER OF WARRANTIES
Except to its Affiliates/within its group companies, neither Party shall assign, transfer or
subcontract this Agreement nor their rights or duties under this Agreement without the prior written
consent of the other Party which consent shall not be unreasonably withheld, of the other Party. In the
event of assignment to an Affiliate, the Party assigning its performance shall promptly inform the other
Party of such assignment in writing and shall not default in any of its payment obligations under this
Agreement. Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the
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benefit of and be enforceable by the Parties and their respective successors and assigns.
Disclaimer of Warranties.
Contractor warrants that the system software services will perform in all material respects in
accordance with the system documentation. The system software services, including all server and
network components are provided on an “as is” and “as available” basis. All express or implied
representations and warranties, including any implied warranty of merchantability, fitness for a
particular purpose, or non-infringement, are hereby excluded.
County acknowledges that the contractor does not warrant that the access to the system access
services which is provided over internet and various telecommunications networks, all of which are
beyond contractor’s control, will be uninterrupted, timely, secure, error-free or free from viruses or
other malicious software.
11. HOLD HARMLESS AND LIMITATION OF LIABILITY:
CONTRACTOR agrees to indemnify, save, hold harmless, and, defend the COUNTY, its officers,
agents, and employees from any and all costs and expenses (including attorney’s fees and costs),
damages, liabilities, claims, regulatory fines and penalties , arising from third party claims against the
COUNTY involving Cyber Risks which solely results from CONTRACTOR’s material breach or failure
to perform, of CONTRACTOR, its officers, agents, or employees under this Agreement.
If, in any suit, action, proceeding or claim relating to the foregoing, a temporary restraining
order or preliminary injunction is granted, CONTRACTOR shall make commercially reasonable effort
to secure the suspension of the injunction or restraining order. If, in any such suit, action, proceeding
or claim, the services, software or any Equipment provided by CONTRACTOR or any part,
combination or process thereof, is held to constitute an infringement and its use is enjoined,
CONTRACTOR shall immediately (a) secure a license to use the System Software, replace the
infringing work or modify the same so that it becomes non-infringing,. If CONTRACTOR is unable to
secure such license within a reasonable time, CONTRACTOR shall terminate the System Software
and repay COUNTY on a pro-rated basis, any Annual License Fees COUNTY has previously paid the
CONTRACTOR for the corresponding unused portion.
CONTRACTOR shall, at its expense, defend the third party claims mentioned in this section and
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pay damages finally awarded against COUNTY in connection therewith, including the reasonable fees
and expenses of the attorneys, provided that (a) COUNTY promptly notifies THE CONTRACTOR of
the threat or notice of such claims; (b) CONTRACTOR has or will have the sole and exclusive control
and authority to select defense attorneys, defend and/or settle any such claims; and (c) COUNTY fully
cooperates with CONTRACTOR in connection therewith. CONTRACTOR will have no liability or
obligation with respect to any third party claims mentioned in this section if such claim is caused in
whole or in part by (i) compliance with designs, data, instructions or specifications provided by
COUNTY; (ii) modification of the System Software by anyone other than CONTRACTOR; or (iii) the
combination, operation or use of the System Software with other hardware or software where the
services would not by themselves be infringing.
COUNTY will indemnify and hold group companies harmless against any claim brought by a third
party against CONTRACTOR, and its respective employees, officers, directors and agents arising from
or related to use of the System Software services by COUNTY in breach of Section II(A)(7) on the
COUNTY’S restriction on use, Section III on the obligations of the COUNTY under this Agreement
and violation of applicable laws or matters which COUNTY has expressly agreed to be responsible
pursuant to this Agreement; provided that CONTRACTOR promptly notifies COUNTY of the threat or
notice of such a claim.
LIMITATION OF LIABILITY:
To the fullest extent permitted by applicable law, in no event will contractor, its affiliates, officers,
directors, employees, agents, suppliers or licensors be liable to any person for any indirect, incidental,
special, punitive, cover or consequential damages (including, without limitation, damages for lost
profits, lost revenue, lost sales, lost goodwill, loss of use or lost content, impact on business, business
interruption, loss of anticipated savings, loss of business opportunity) however caused, under any
theory of liability, including, without limitation, contract, tort, warranty, breach of statutory duty,
negligence or otherwise, even if contractor has been advised as to the possibility of such damages or
could have foreseen such damages. To the maximum extent permitted by applicable law, contractor’s
maximum aggregate liability and that of its affiliates, officers, employees, agents, suppliers and
licensors, for the types of damages listed above and relating to the system software services, will be
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limited to an amount equal to the annual license fees paid by county, for the system software services
to which the claim relates prior to the first event or occurrence giving rise to such liability.
The provisions of this Section XI shall survive the termination of this Agreement.
12. INSURANCE
Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third
parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following
insurance policies throughout the term of the Agreement:
A. COMMERCIAL GENERAL LIABILITY
Commercial General Liability Insurance with limits of not less than Two Million Dollars
($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars
($4,000,000.00). This policy shall be issued on a per occurrence basis. COUNTY may require
specific coverages including completed operations, products liability, contractual liability,
Explosion-Collapse-Underground, fire legal liability or any other liability insurance deemed
necessary because of the nature of this contract.
B. AUTOMOBILE LIABILITY
Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars
($1,000,000.00) per accident for bodily injury and for property damages. Coverage should
include any auto used in connection with this Agreement.
C. PROFESSIONAL LIABILITY
If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.)
in providing services, Professional Liability Insurance with limits of not less than One Million
Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual
aggregate.
D. TECHNOLOGY PROFESSIONAL LIABILITY (Errors and Omissions)
Technology professional liability (errors and omissions) insurance with limits of not less than
Two Million Dollars ($2,000,000.00) per occurrence. Coverage shall encompass all of the
CONTRACTOR’s duties and obligations that are the subject of this Agreement. Coverage shall
include, but not be limited to, any and all claims, damages, costs, fees, regulatory fines and
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penalties, or forms of legal action involving Cyber Risks.
E. CYBER LIABILITY
CONTRACTOR shall obtain cyber liability insurance with limits of not less than Two Million
Dollars ($2,000,000) per occurrence. Coverage shall include, but not be limited to, claims
involving Cyber Risks. The cyber liability policy shall 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 Breaches,
which may include disclosure, whether intentional or unintentional, of Information to an
Unauthorized Third Party; (ii) breach of any of the CONTRACTOR’s obligations under this
Agreement; (iii) infringement of third party intellectual property including, but not limited to
infringement of third party copyright, trademark, and trade dress; (iv) invasion of privacy,
including release of private information by the CONTRACTOR; (v) information theft by any
person or entity, whatsoever solely due to CONTRACTOR’s breach; (vi) damage to or
destruction or alteration of electronic information by the CONTRACTOR; (vii) extortion related
to CONTRACTOR’s obligations under this Agreement regarding electronic information,
including Information provided by County; (viii) network security; (ix) data breach (solely by
CONTRCATOR) response costs, including Security Breach response costs; (x) regulatory
fines and penalties related to CONTRACTOR’s obligations under this Agreement regarding
electronic information, including Personal Information; and (xi) credit monitoring expenses .
F. WORKER'S COMPENSATION
A policy of Worker's Compensation insurance as may be required by the California Labor
Code.
Additional Requirements Relating to Insurance
A. CONTRACTOR shall obtain endorsements to the Commercial General Liability
insurance naming the County of Fresno, its officers, agents, and employees, individually
and collectively, as additional insured, but only insofar as the operations under this
Agreement are concerned. Such coverage for additional insured shall apply as primary
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insurance and any other insurance, or self insurance, maintained by COUNTY, its officers,
agents and employees shall be excess only and not contributing with insurance provided
under CONTRACTOR's policies herein. This insurance shall not be cancelled or changed
without a minimum of thirty (30) days advance written notice given to COUNTY.
B. CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents,
and employees any amounts paid by the policy of worker’s compensation insurance
required by this Agreement. CONTRACTOR is solely responsible to obtain any
endorsement to such policy that may be necessary to accomplish such waiver of
subrogation, but CONTRACTOR’s waiver of subrogation under this paragraph is effective
whether or not CONTRACTOR obtains such an endorsement.
C. Within Thirty (30) days from the date CONTRACTOR signs and executes this
Agreement, CONTRACTOR shall provide certificates of insurance and endorsement as
stated above for all of the foregoing policies, as required herein, to the County of Fresno,
(Name and Address of the official who will administer this contract), stating that such
insurance coverage have been obtained and are in full force; that the County of Fresno, its
officers, agents and employees will not be responsible for any premiums on the policies; that
such Commercial General Liability insurance names the County of Fresno, its officers,
agents and employees, individually and collectively, as additional insured, but only insofar
as the operations under this Agreement are concerned; that such coverage for additional
insured shall apply as primary insurance and any other insurance, or self insurance,
maintained by COUNTY, its officers, agents and employees, shall be excess only and not
contributing with insurance provided under CONTRACTOR's policies herein; and that this
insurance shall not be cancelled or changed without a minimum of thirty (30) days advance,
written notice given to COUNTY.
D. In the event CONTRACTOR fails to keep in effect at all times insurance coverage as
herein provided, the COUNTY may, in addition to other remedies it may have, suspend or
terminate this Agreement upon the occurrence of such event.
E. All policies shall be issued by admitted insurers licensed to do business in the State of
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California, and such insurance shall be purchased from companies possessing a current
A.M. Best, Inc. rating of A FSC VII or better.
13. AUDITS AND INSPECTIONS:
CONTRACTOR shall at any time during CONTRACTOR’S normal business hours, and upon
prior written notice, as often as the COUNTY may deem necessary, make available to the COUNTY
for examination all of its records and data with respect to the matters covered by this Agreement.
CONTRACTOR shall, upon request by the COUNTY, permit the COUNTY to audit and inspect all
of such records and data necessary to ensure CONTRACTOR'S compliance with the terms of this
Agreement. Any such examinations or audits shall be at COUNTY’S expense.
If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be
subject to the examination and audit of the California State Auditor for a period of three (3) years
after final payment under contract (Government Code Section 8546.7).
14. NOTICES: The persons and their addresses having authority to give and receive notices
under this Agreement include the following:
COUNTY CONTRACTOR
Chief Information Officer Toan Dang
333 W. Pontiac Way 1250 Bayhill Drive, Suite 315
Clovis, CA 93612 San Bruno, CA 94066
ISDBusinessOffice@FresnoCountyCA.gov Toan.Dang@freshworks.com
CC: legal@freshworks.com
Any and all notices between the COUNTY and the CONTRACTOR provided for or
permitted under this Agreement or by law shall be in writing and shall be deemed duly served when
personally delivered to one of the Parties, or in lieu of such personal services, when deposited in
the United States Mail, postage prepaid, addressed to such Party or by electronic mail sent to and
confirmed by CONTRACTOR at CONTRACTOR’s email address.
PRIMARY ESCALATION CONTACT INFORMATION
The persons and their contact information that the COUNTY or CONTRACTOR can use to
escalate problems or situations. These contacts are listed in Exhibit 2 and may be updated on an
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as-needed basis by either Party by notifying the other Party.
15. GOVERNING LAW:
Venue for any action arising out of or related to this Agreement shall only be in Fresno County,
California.
The rights and obligations of the parties and all interpretation and performance of this Agreement
shall be governed in all respects by the laws of the State of California.
16. DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if the CONTRACTOR is operating as a corporation (a for-profit
or non-profit corporation) or if during the term of the agreement, the CONTRACTOR changes its
status to operate as a corporation.
Members of the CONTRACTOR’s Board of Directors shall disclose any self-dealing transactions
that they are a party to while CONTRACTOR is providing goods or performing services under this
agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR is a
party and in which one or more of its directors has a material financial interest. Members of the
Board of Directors shall disclose any self-dealing transactions that they are a party to by completing
and signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit 1 and
incorporated herein by reference, and submitting it to the COUNTY prior to commencing with the
self-dealing transaction or immediately thereafter.
17. ENTIRE AGREEMENT:
This Agreement constitutes the entire agreement between the CONTRACTOR and COUNTY
with respect to the subject matter hereof and supersedes all previous Agreements negotiations,
proposals, commitments, writings, advertisements, publications, and understandings of any nature
whatsoever unless expressly included in this Agreement. If any provision in this Agreement is held
by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the
court and interpreted so as to best accomplish the original provision to the fullest extent permitted
by applicable law, and the remaining provisions of this Agreement shall remain in effect.
CONTRACTOR’S non-exercise of any right under or provision of this Agreement does not
constitute a waiver of that right or provision of this Agreement.
II
DocuSign Envelope ID : BF70F8D 8-43BF-4433-A27B-27034D48B83A
1 IN W ITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
2 first hereinabove written .
CONTRACTOR
[{7:1:Z;"J~ttn
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(Authorizea S1gnafrire)
Bobby Jaffari VP/GM, North America
8 Print Name & Title
9 1250 Bayhill Dr., Suite 31 5,
10 San Bruno, Cal i fornia 94066
11 Mailing Address
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22 FOR ACCOUNTING USE ONLY:
23 ORG No .:
24 Fund/Subclass .:
25 Account No.:
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2880
0001/10000
7311
By :
COUNTY OF FRESNO
Supervisors of the County of Fresno
ATTEST:
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno , State of California
Deputy
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Exhibit 1
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as “County”), members of
a contractor’s board of directors (hereinafter referred to as “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 utilized 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.
(5) Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4).
(1) Company Board Member Information:
Name: Date:
Job
Title:
(2) Company/Agency Name and Address:
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(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:
B.
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C. Exhibit 2
(1)
COUNTY CONTRACTOR
Contact # 1: Contact # 1:
Daniel Moore Name: Toan Dang
Information Technology Manager Title: Account Executive
Office Phone: (559) 600-5800 Office Phone: 650-437-7022
Email: dmoore@co.fresno.ca.us Cell Phone: 650-515-7915
Email: toan.dang@freshworks.com
(2)
COUNTY
Contact # 2:
Mark Zack
Information Technology Division Manager
Office Phone: (559) 600-5800
Cell Phone: (559) 349-0210
Email: mzack@co.fresno.ca.us