HomeMy WebLinkAboutP-21-371 Agreement Manage 4 Performance LLC.pdf333 W. Pontiac Way, Clovis, CA 93612 / (559) 600-7110
* The County of Fresno is an Equal Employment Opportunity Employer *
County of Fresno
INTERNAL SERVICES DEPARTMENT
Facilities • Fleet • Graphics • Purchasing • Security • Technology
PROCUREMENT AGREEMENT
Agreement Number P-21-371
September 20, 2021
Manage 4 Performance, LLC
1760 S STEMMONS
FREEWAY STE LEWISVILLE, TX 75067
The County of Fresno (County) hereby contracts with Manage 4 Performance, LLC (Contractor) to Provide
Performance Management and Talent Optimization Software in accordance with the text of this agreement,
Attachment “A”, and Attachment "B" by this reference made a part hereof.
TERM: This Agreement shall become effective September 20, 2021 and shall remain in effect through
September 19, 2022.
MINIMUM ORDERS: Unless stated otherwise there shall be no minimum order quantity. The County
reserves the right to increase or decrease orders or quantities.
CONTRACTOR'S SERVICES: Contractor shall perform the services as described in Attachment “B”
attached, at the rates set forth in Attachment “B”.
ORDERS: Orders will be placed on an as-needed basis by County of Fresno, Department of Public Works
and Planning, Road Maintenance & Operations Division under this contract.
PRICES: Prices shall be firm for the contract period. Any pricing changes which may take place during the
life of the contract must be submitted in writing to the County of Fresno Purchasing Manager and received no
less than thirty (30) days prior to becoming effective.
MAXIMUM: In no event shall services performed and/or fees paid under this Agreement be in excess of
Forty Thousand Dollars ($40,000.00).
ADDITIONAL ITEMS: The County reserves the right to negotiate additional items to this Agreement as
deemed necessary. Such additions shall be made in writing and signed by both parties.
DELIVERY: The F.O.B. Point shall be the destination within the County of Fresno. All orders shall be
delivered complete as specified. All orders placed before Agreement expiration shall be honored under the
terms and conditions of this Agreement.
DEFAULT: In case of default by Contractor, the County may procure the articles/services from another
source and may recover the loss occasioned thereby from any unpaid balance due the Contractor or by any
other legal means available to the County. The prices paid by County shall be considered the prevailing
market price at the time such purchase is made. Inspection of deliveries or offers for delivery, which do not
meet specifications, will be at the expense of Contractor.
PROCUREMENT AGREEMENT NUMBER: P-21-371 Page 2
Manage 4 Performance, LLC
September 20, 2021
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INVOICING: An itemized invoice shall be sent to requesting County department in accordance with invoicing
instructions included in each order referencing this Agreement. The Agreement number must appear on all
shipping documents and invoices. Invoices must be submitted electronically to
PWPBusinessOffice@fresnocountyca.gov. Invoice terms shall be Net 45 Days.
INVOICE TERMS: Net forty-five (45) days from the receipt of invoice.
TERMINATION: The County reserves the right to terminate this Agreement upon thirty (30) days written
notice to the Contractor. In the event of such termination, the Contractor shall be paid for satisfactory
services or supplies provided to the date of termination.
LAWS AND REGULATIONS: The Contractor shall comply with all laws, rules and regulations whether they
be Federal, State or municipal, which may be applicable to Contractor's business, equipment and personnel
engaged in service covered by this Agreement.
AUDITS AND RETENTION: Terms and conditions set forth in the agreement associated with the purchased
goods are incorporated herein by reference. In addition, the Contractor shall maintain in good and legible
condition all books, documents, papers, data files and other records related to its performance under this
contract. Such records shall be complete and available to Fresno County, the State of California, the federal
government or their duly authorized representatives for the purpose of audit, examination, or copying during
the term of the contract and for a period of at least three years following the County's final payment under the
contract or until conclusion of any pending matter (e.g., litigation or audit), whichever is later. Such records
must be retained in the manner described above until all pending matters are closed.
LIABILITY: The Contractor agrees to:
Pay all claims for damage to property in any manner arising from Contractor's operations under this
Agreement.
Indemnify, save and hold harmless, and at County's request defend the County, its officers, agents and
employees from any and all claims for damage or other liability, including costs, expenses (including
attorney’s fees and costs), causes of action, claims or judgments resulting out of or in any way connected
with Contractor's performance or failure to perform by Contractor, its agents, officers or employees under this
Agreement, and from any and all costs and expenses (including attorney’s fees and costs), damages,
liabilities, claims, and losses occurring or resulting to any person, firm or corporation who may be injured or
damaged by the performance, or failure to perform, of Contractor, its officers, agents, or employees under
this Agreement.
INSURANCE: Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any
third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following
insurance policies or a program of self-insurance, including but not limited to, an insurance pooling
arrangement or Joint Powers Agreement (JPA) throughout the term of the Agreement:
A.Commercial General Liability: Commercial General Liability Insurance with limits of not less than Two
Million Dollars ($2,000,000.00) 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
coverage including completed operations, product liability, contractual liability, Explosion-Collapse-
Underground, fire legal liability or any other liability insurance deemed necessary because of the nature
of the 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.Worker's Compensation: A policy of Worker's Compensation insurance as may be required by the
California Labor Code.
PROCUREMENT AGREEMENT NUMBER: P-21-371 Page 3
Manage 4 Performance, LLC
September 20, 2021
E.Technology Professional Liability: Technology professional liability (errors and omissions) insurance with
limits of not less than Two Million Dollars ($2,000,000) per occurrence. Coverage must encompass all of
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, but not be limited to, 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 CONTRACTOR.
G.Definition of Cyber Risks: “Cyber Risks” include but are not limited to (i) Security Breaches, which may
include Disclosure of Personal Information to an Unauthorized Third Party; (ii) breach of any of
CONTRACTOR’s obligations under Attachment “A” to this Agreement, “Data Security”; (iii) infringement
of intellectual property, including but not limited to infringement of copyright, trademark, and trade dress;
(iv) invasion of privacy, including release of private information; (v) information theft; (vi) damage to or
destruction or alteration of electronic information; (vii) extortion related to CONTRACTOR’s obligations
under this Agreement regarding electronic information, including Personal Information; (viii) network
security; (ix) data breach 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. Capitalized terms in this
paragraph have the meaning given to them in Attachment A, “Data Security.”
Additional Requirements Relating to Insurance:
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 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.
Contractor hereby waives its right to recover from County, its officers, agents, and employees any amounts
paid by the policy of worker’s compensation insurance required by this Agreement. Contractor is solely
responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of
subrogation, but Contractor’s waiver of subrogation under this paragraph is effective whether or not
Contractor obtains such an endorsement.
Within Thirty (30) days from the date Contractor signs and executes this Agreement, Contractor shall provide
certificates of insurance and endorsement as stated above for all of the foregoing policies, as required herein,
to the County of Fresno, Department of Public Works and Planning, Road Maintenance & Operations
Division 2220 Tulare Street, 6th Floor Fresno, CA 93721, 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. Certificates of Insurance are to include the
contract number at the top of the first page.
In the event Contractor fails to keep in effect at all times insurance coverage as herein provided, the County
may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of
such event.
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PROCUREMENT AGREEMENT NUMBER: P-21-371 Page 4
Manage 4 Performance, LLC
September 20, 2021
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All policies shall be with admitted insurers licensed to do business in the State of California. Insurance
purchased shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or
better.
COMING ON COUNTY PROPERTY TO DO WORK: Contractor agrees to provide maintain and furnish
proof of Comprehensive General Liability Insurance with limits of not less than $500,000 per occurrence.
INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by Contractor
under this Agreement, it is mutually understood and agreed that Contractor, including any and all of
Contractor's officers, agents, and employees will at all times be acting and performing as an independent
contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee, joint
venturer, partner, or associate of the County. Furthermore, County shall have no right to control or supervise
or direct the manner or method by which Contractor shall perform its work and function. However, County
shall retain the right to administer this Agreement so as to verify that Contractor is performing its obligations
in accordance with the terms and conditions thereof. Contractor and County shall comply with all applicable
provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over
matters the subject thereof.
Because of its status as an independent contractor, Contractor shall have absolutely no right to employment
rights and benefits available to County employees. Contractor shall be solely liable and responsible for
providing to, or on behalf of, its employees all legally-required employee benefits. In addition, Contractor
shall be solely responsible and save County harmless from all matters relating to payment of Contractor's
employees, including compliance with Social Security, withholding, and all other regulations governing such
matters. It is acknowledged that during the term of this Agreement, Contractor may be providing services to
others unrelated to the County or to this Agreement.
NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or
duties under this Agreement without the written consent of the other party.
AMENDMENTS: This Agreement constitutes the entire Agreement between the Contractor and the County
with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments,
writings, advertisements, publications, Request for Proposals, Bids and understandings of any nature
whatsoever unless expressly included in this Agreement. This Agreement supersedes any and all terms set
forth in Contractor's invoice. This Agreement may be amended only by written addendum signed by both
parties.
INCONSISTENCIES: In the event of any inconsistency in interpreting the documents which constitute this
Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority: (1) the
text of this Agreement (excluding Attachment "A" and Attachment “B”); (2) Attachment "A"; (3) Attachment
"B".
GOVERNING LAWS: This Agreement shall be construed, interpreted and enforced under the laws of the
State of California. Venue for any action shall only be in County of Fresno.
ELECTRONIC SIGNATURES: The parties agree that this Agreement may be executed by electronic
signature as provided in this section.
A.An “electronic signature” means any symbol or process intended by an individual signing this Agreement
to represent their signature, including but not limited to (1) a digital signature; (2) a faxed version of an
original handwritten signature; or (3) an electronically scanned and transmitted (for example by PDF
document) of a handwritten signature.
B.Each electronic signature affixed or attached to this Agreement (1) is deemed equivalent to a valid
original handwritten signature of the person signing this Agreement for all purposes, including but not
limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and
effect as the valid original handwritten signature of that person.
PROCUREMENT AGREEMENT NUMBER: P-21-371 Page 5
Manage 4 Performance, LLC
September 20, 2021
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C.The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in
the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section
1633.1).
D.Each party using a digital signature represents that it has undertaken and satisfied the requirements of
Government Code section 16.5, subdivision (a), paragraphs (1) through (5), and agrees that each other
party may rely upon that representation.
This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means
and either party may sign this Agreement with an original handwritten signature.
Please acknowledge your acceptance by returning all pages of this Agreement to my office via email or
USPS.
Please refer any inquiries in this matter to Erin Jones, Purchasing Analyst, at 559-600-7120 or
ejones@fresnocountyca.gov
FOR THE COUNTY OF FRESNO
Gary E. Cornuelle
Purchasing Manager
333 W. Pontiac Way
Clovis, CA 93612
GEC:EJ
PROCUREMENT AGREEMENT NUMBER: P-21-371 Page 6
Manage 4 Performance, LLC
September 20, 2021
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CONTRACTOR TO COMPLETE:
Company:
Type of Entity:
Individual Limited Liability Company
Sole Proprietorship Limited Liability Partnership
Corporation General Partnership
Address City State Zip
TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS
Print Name &
Title:
Print Name & Title:
Signature:
Signature:
ACCOUNTING USE ONLY
ORG No.: 45104514
Account No.: 7265
Requisition No.: 5102200047
(09/2021)
PROCUREMENT AGREEMENT NUMBER: P-21-371 Attachment A
Manage 4 Performance, LLC
September 20, 2021
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ATTACHMENT "A"
“Data Security”
A. Definitions.
Capitalized terms used in this Attachment “A” have the meanings set forth in this section A.
“Authorized Employees” means CONTRACTOR’s employees who have access to Personal
Information.
“Authorized Persons” means: (i) any and all Authorized Employees; and (ii) any and all of
CONTRACTOR’s subcontractors, representatives, agents, outsourcers, and consultants, and
providers of professional services to 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 Attachment “A”.
“Director” means COUNTY’s Director of Internal Services-Chief Information Officer or his or
her designee.
“Disclose” or any derivative of that word means to disclose, release, transfer, disseminate, or
otherwise provide access to or communicate all or any part of any Personal Information orally,
in writing, or by electronic or any other means to any person.
“Person” means any natural person, corporation, partnership, limited liability company, firm, or
association.
“Personal Information” means any and all information, including any data, provided, or to
which access is provided, to CONTRACTOR by or upon the authorization of COUNTY, under
this Agreement, including but not limited to vital records, that: (i) identifies, describes, or relates
to, or is associated with, or is capable of being used to identify, describe, or relate to, or
associate with, a person (including, without limitation, names, physical descriptions, signatures,
addresses, telephone numbers, e-mail addresses, education, financial matters, employment
history, and other unique identifiers, as well as statements made by or attributable to the
person); (ii) is used or is capable of being used to authenticate a person (including, without
limitation, employee identification numbers, government-issued identification numbers,
passwords or personal identification numbers (PINs), financial account numbers, credit report
information, answers to security questions, and other personal identifiers); or is personal
information within the meaning of California Civil Code section 1798.3, subdivision (a), or
1798.80, subdivision (e). Personal Information does not include publicly available information
that is lawfully made available to the general public from federal, state, or local government
records.
“Privacy Practices Complaint” means a complaint received by COUNTY relating to
CONTRACTOR’s (or any Authorized Person’s) privacy practices, or alleging a Security Breach.
Such complaint shall have sufficient detail to enable CONTRACTOR to promptly investigate and
take remedial action under this Attachment “A”.
“Security Safeguards” means physical, technical, administrative or organizational security
procedures and practices put in place by 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
Attachment “A”.
“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.
PROCUREMENT AGREEMENT NUMBER: P-21-371 Attachment A
Manage 4 Performance, LLC
September 20, 2021
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“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) CONTRACTOR acknowledges that, in the course of its engagement by COUNTY under this
Agreement, CONTRACTOR, or any Authorized Persons, may Use Personal Information only as
permitted in this Agreement.
(2) CONTRACTOR acknowledges that Personal Information is deemed to be confidential
information of, or owned by, COUNTY (or persons from whom COUNTY receives or has
received Personal Information) and is not confidential information of, or owned or by,
CONTRACTOR, or any Authorized Persons. CONTRACTOR further acknowledges that all right,
title, and interest in or to the Personal Information remains in COUNTY (or persons from whom
COUNTY receives or has received Personal Information) regardless of CONTRACTOR’s, or
any Authorized Person’s, Use of that Personal Information.
(3) CONTRACTOR agrees and covenants in favor of COUNTY that CONTRACTOR shall: (i)
keep and maintain all Personal Information in strict confidence, using such degree of care under
this Subsection B as is reasonable and appropriate to avoid a Security Breach; (ii) Use Personal
Information exclusively for the purposes for which the Personal Information is made accessible
to CONTRACTOR pursuant to the terms of this Attachment “A”; (iii) not Use, Disclose, sell, rent,
license, or otherwise make available Personal Information for CONTRACTOR’s own purposes
or for the benefit of anyone other than COUNTY, without COUNTY’s express prior written
consent, which the COUNTY may give or withhold in its sole and absolute discretion; and (iv)
not, directly or indirectly, Disclose Personal Information to any person (an “Unauthorized Third
Party”) other than Authorized Persons pursuant to this Agreement, without the Director’s and
the Recorder’s express prior written consent.
Notwithstanding the foregoing paragraph, in any case in which CONTRACTOR believes it, or
any Authorized Person, is required to disclose Personal Information to government regulatory
authorities, or pursuant to a legal proceeding, or otherwise as may be required by applicable
law, Contractor shall (a) immediately notify COUNTY of the specific demand for, and legal
authority for the disclosure, including providing County with a copy of any notice, discovery
demand, subpoena, or order, as applicable, received by CONTRACTOR, or any Authorized
Person, from any government regulatory authorities, or in relation to any legal proceeding, and
(b) promptly notify COUNTY before such Personal Information is offered by CONTRACTOR for
such disclosure so that COUNTY may have sufficient time to obtain a court order or take any
other action COUNTY may deem necessary to protect the Personal Information from such
disclosure, and CONTRACTOR shall cooperate with COUNTY to minimize the scope of such
disclosure of such Personal Information.
CONTRACTOR shall remain liable to COUNTY for the actions and omissions of any
Unauthorized Third Party concerning its Use of such Personal Information as if they were
CONTRACTOR’s own actions and omissions.
C. Information Security.
(1) CONTRACTOR covenants, represents and warrants to COUNTY that Contractor’s Use of
Personal Information under this Agreement does and shall at all times comply with all applicable
federal, state, and local, privacy and data protection laws, as well as all other applicable
regulations and directives, including but not limited to California Civil Code, Division 3, Part 4,
Title 1.81 (beginning with section 1798.80), and the Song-Beverly Credit Card Act of 1971
(California Civil Code, Division 3, Part 4, Title 1.3, beginning with section 1747). If
CONTRACTOR Uses credit, debit or other payment cardholder information, CONTRACTOR
shall at all times remain in compliance with the Payment Card Industry Data Security Standard
(“PCI DSS”) requirements, including remaining aware at all times of changes to the PCI DSS
PROCUREMENT AGREEMENT NUMBER: P-21-371 Attachment A
Manage 4 Performance, LLC
September 20, 2021
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and promptly implementing and maintaining all procedures and practices as may be necessary
to remain in compliance with the PCI DSS, in each case, at CONTRACTOR’s sole cost and
expense.
(2)CONTRACTOR covenants, represents and warrants to COUNTY that, as of the Effective
Date, 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 CONTRACTOR’s obligations under subsection C.(1) of this Attachment “A”,
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 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 CONTRACTOR’s
connectivity to County computing systems will only be through COUNTY’s security gateways
and firewalls, and only through security procedures approved upon the express prior written
consent of the Director; (iii) to the extent that they contain or provide access to Personal
Information, (a) securing business facilities, data centers, paper files, servers, back-up systems
and computing equipment, operating systems, and software applications, including, but not
limited to, all mobile devices and other equipment, operating systems, and software applications
with information storage capability; (b) employing adequate controls and data security
measures, both internally and externally, to protect (1) the Personal Information from potential
loss or misappropriation, or unauthorized Use, and (2) the COUNTY’s operations from
disruption and abuse; (c) having and maintaining network, device application, database and
platform security; (d) maintaining authentication and access controls within media, computing
equipment, operating systems, and software applications; and (e) installing and maintaining in
all mobile, wireless, or handheld devices a secure internet connection, having continuously
updated anti-virus software protection and a remote wipe feature always enabled, all of which is
subject to express prior written consent of the Director; (iv) encrypting all Personal Information
at advance encryption standards of Advanced Encryption Standards (AES) of 128 bit or higher
(a) stored on any mobile devices, including but not limited to hard disks, portable storage
devices, or remote installation, or (b) transmitted over public or wireless networks (the encrypted
Personal Information must be subject to password or pass phrase, and be stored on a secure
server and transferred by means of a Virtual Private Network (VPN) connection, or another type
of secure connection, all of which is subject to express prior written consent of the Director); (v)
strictly segregating Personal Information from all other information of CONTRACTOR, including
any Authorized Person, or anyone with whom 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 CONTRACTOR,
CONTRACTOR shall cause such Authorized Employees to abide strictly by CONTRACTOR’s
obligations under this Attachment “A”. CONTRACTOR further agrees that it shall maintain a
disciplinary process to address any unauthorized Use of Personal Information by any
Authorized Employees.
(5)CONTRACTOR shall, in a secure manner, backup daily, or more frequently if it is
CONTRACTOR’s practice to do so more frequently, Personal Information received from
COUNTY, and the COUNTY shall have immediate, real time access, at all times, to such
PROCUREMENT AGREEMENT NUMBER: P-21-371 Attachment A
Manage 4 Performance, LLC
September 20, 2021
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backups via a secure, remote access connection provided by CONTRACTOR, through the
Internet.
(6)CONTRACTOR shall provide 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 COUNTY’s primary security contact with CONTRACTOR and shall be available to
assist COUNTY twenty-four (24) hours per day, seven (7) days per week as a contact in
resolving CONTRACTOR’s and any Authorized Persons’ obligations associated with a Security
Breach or a Privacy Practices Complaint.
D.Security Breach Procedures.
(1) Immediately upon CONTRACTOR’s awareness or reasonable belief of a Security Breach,
CONTRACTOR shall (a) notify the Director of the Security Breach, such notice to be given first
by telephone at the following telephone number, followed promptly by email at the following
email address: (559) 600-6200 / ematthews@fresnocountyca.gov (which telephone number and
email address COUNTY may update by providing notice to 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 CONTRACTOR’s notification to COUNTY of a Security Breach, as
provided pursuant to subsection D.(1) of this Attachment “A”, the Parties shall coordinate with
each other to investigate the Security Breach. CONTRACTOR agrees to fully cooperate with
COUNTY, including, without limitation: (i) assisting COUNTY in conducting any investigation; (ii)
providing COUNTY with physical access to the facilities and operations affected; (iii) facilitating
interviews with Authorized Persons and any of 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 COUNTY. To that end, CONTRACTOR shall,
with respect to a Security Breach, be solely responsible, at its cost, for all notifications required
by law and regulation, or deemed reasonably necessary by COUNTY, and CONTRACTOR shall
provide a written report of the investigation and reporting required to the Director within thirty
(30)days after the CONTRACTOR’s discovery of the Security Breach.
(3)County shall promptly notify CONTRACTOR of the Director’s knowledge, or reasonable
belief, of any Privacy Practices Complaint, and upon CONTRACTOR’s receipt of notification
thereof, CONTRACTOR shall promptly address such Privacy Practices Complaint, including
taking any corrective action under this Attachment “A”, all at CONTRACTOR’s sole expense, in
accordance with applicable privacy rights, laws, regulations and standards. In the event
CONTRACTOR discovers a Security Breach, CONTRACTOR shall treat the Privacy Practices
Complaint as a Security Breach. Within twenty-four (24) hours of CONTRACTOR’s receipt of
notification of such Privacy Practices Complaint, CONTRACTOR shall notify 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) CONTRACTOR shall take prompt corrective action to respond to and remedy any Security
Breach and take mitigating actions, including but not limiting to, preventing any reoccurrence of
the Security Breach and correcting any deficiency in Security Safeguards as a result of such
incident, all at CONTRACTOR’s sole expense, in accordance with applicable privacy rights,
laws, regulations and standards. CONTRACTOR shall reimburse COUNTY for all reasonable
costs incurred by COUNTY in responding to, and mitigating damages caused by, any Security
PROCUREMENT AGREEMENT NUMBER: P-21-371 Attachment A
Manage 4 Performance, LLC
September 20, 2021
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PERFORMANCE, LLC.DOCX
Breach, including all costs of COUNTY incurred relation to any litigation or other action
described subsection D.(5) of this Attachment “A”.
(5) CONTRACTOR agrees to cooperate, at its sole expense, with COUNTY in any litigation or
other action to protect COUNTY’s rights relating to Personal Information, including the rights of
persons from whom COUNTY receives Personal Information.
E. Oversight of Security Compliance.
(1) CONTRACTOR shall have and maintain a written information security policy that specifies
Security Safeguards appropriate to the size and complexity of CONTRACTOR’s operations and
the nature and scope of its activities.
(2) Upon COUNTY’s written request, to confirm CONTRACTOR’s compliance with this
Attachment “A”, as well as any applicable laws, regulations and industry standards,
CONTRACTOR grants COUNTY or, upon COUNTY’s election, a third party on COUNTY’s
behalf, permission to perform an assessment, audit, examination or review of all controls in
CONTRACTOR’s physical and technical environment in relation to all Personal Information that
is Used by CONTRACTOR pursuant to this Agreement. CONTRACTOR shall fully cooperate
with such assessment, audit or examination, as applicable, by providing COUNTY or the third
party on COUNTY’s behalf, access to all Authorized Employees and other knowledgeable
personnel, physical premises, documentation, infrastructure and application software that is
Used by CONTRACTOR for Personal Information pursuant to this Agreement. In addition,
CONTRACTOR shall provide COUNTY with the results of any audit by or on behalf of
CONTRACTOR that assesses the effectiveness of CONTRACTOR’s information security
program as relevant to the security and confidentiality of Personal Information Used by
CONTRACTOR or Authorized Persons during the course of this Agreement under this
Attachment “A”.
(3) CONTRACTOR shall ensure that all Authorized Persons who Use Personal Information
agree to the same restrictions and conditions in this Attachment “A”. that apply to
CONTRACTOR with respect to such Personal Information by incorporating the relevant
provisions of these provisions into a valid and binding written agreement between
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, CONTRACTOR shall, and shall instruct all Authorized
Persons to, promptly return to COUNTY all Personal Information, whether in written, electronic
or other form or media, in its possession or the possession of such Authorized Persons, in a
machine readable form used by COUNTY at the time of such return, or upon the express prior
written consent of the Recorder and the Director, securely destroy all such Personal
Information, and certify in writing to the COUNTY that such Personal Information have been
returned to COUNTY or disposed of securely, as applicable. If CONTRACTOR is authorized to
dispose of any such Personal Information, as provided in this Attachment “A”, such certification
shall state the date, time, and manner (including standard) of disposal and by whom, specifying
the title of the individual. CONTRACTOR shall comply with all reasonable directions provided by
the Recorder and the Director with respect to the return or disposal of Personal Information and
copies thereof. If return or disposal of such Personal Information or copies of Personal
Information is not feasible, CONTRACTOR shall notify COUNTY according, specifying the
reason, and continue to extend the protections of this Attachment “A” to all such Personal
Information and copies of Personal Information. CONTRACTOR shall not retain any copy of any
Personal Information after returning or disposing of Personal Information as required by this
section F. CONTRACTOR’s obligations under this section F survive the termination of this
Agreement and apply to all Personal Information that CONTRACTOR retains if return or
disposal is not feasible and to all Personal Information that CONTRACTOR may later discover.
PROCUREMENT AGREEMENT NUMBER: P-21-371 Attachment A
Manage 4 Performance, LLC
September 20, 2021
G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-371 MANAGE 4 PERFORMANCE LLC\P-21-371 AGREEMENT MANAGE 4
PERFORMANCE, LLC.DOCX
G. Equitable Relief.
CONTRACTOR acknowledges that any breach of its covenants or obligations set forth in this
Attachment “A” may cause COUNTY irreparable harm for which monetary damages would not
be adequate compensation and agrees that, in the event of such breach or threatened breach,
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 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
COUNTY at law or in equity or under this Agreement.
H. Indemnification.
CONTRACTOR shall defend, indemnify and hold harmless COUNTY, its officers, employees,
and agents, (each, a “COUNTY Indemnitee”) from and against any and all infringement of
intellectual property including, but not limited to infringement of copyright, trademark, and trade
dress, invasion of privacy, information theft, and extortion, unauthorized Use, Disclosure, or
modification of, or any loss or destruction of, or any corruption of or damage to, Personal
Information, Security Breach response and remedy costs, credit monitoring expenses,
forfeitures, losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, fines
and penalties (including regulatory fines and penalties), costs or expenses of whatever kind,
including attorneys’ fees and costs, the cost of enforcing any right to indemnification or defense
under this Attachment “A” and the cost of pursuing any insurance providers, arising out of or
resulting from any third party claim or action against any COUNTY Indemnitee in relation to
CONTRACTOR’s, its officers, employees, or agents, or any Authorized Employee’s or
Authorized Person’s, performance or failure to perform under this Attachment “A” or arising out
of or resulting from CONTRACTOR’s failure to comply with any of its obligations under this
section H. The provisions of this section H do not apply to the acts or omissions of COUNTY.
The provisions of this section H are cumulative to any other obligation of CONTRACTOR to,
defend, indemnify, or hold harmless any COUNTY Indemnity under this Agreement. The
provisions of this section H shall survive the termination of this Agreement.
I. Survival.
The respective rights and obligations of CONTRACTOR and COUNTY as stated in this
Attachment “A” shall survive the termination of this Agreement.
J. No Third Party Beneficiary.
Nothing express or implied in the provisions of in this Attachment “A” is intended to confer, nor
shall anything herein confer, upon any person other than COUNTY or CONTRACTOR and their
respective successors or assignees, any rights, remedies, obligations or liabilities whatsoever.
L. No County Warranty.
COUNTY does not make any warranty or representation whether any Personal Information in
CONTRACTOR’s (or any Authorized Person’s) possession or control, or Use by
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.
Phase One – Training & Administration
Schedule & Attend Software Walkthrough: https://calendly.com/titustalent/pi
Formal PI Practitioner Training with PI Account Admins
Update Admin Information with PI Platform:
-Create Users
-Define User Roles & Cognitive Access
-Create and Organize Folders
-Ensure Folders are Created & Organized
-Update Company Settings & Default Messaging
-Provide Third Party Access to Titus Talent Strategies
High-Level Understanding of the Five Doors of the PI Software Platform
-Hiring & Onboarding
-Employee Engagement & Retention
-Team Development
-Identifying Top Performers & Potential Leaders
-Overcoming Sales Slumps
Schedule & Attend Pre-implementation Discussion/Q&A through PI@TitusTalent.com
Phase Two – Internal Communication & Action Items
Review Templates for PI Roll-Out Document
Leadership and/or HR Teams Begin Job Benchmarking Process through PI Job Assessments
-Recommendation: Keep it to 3-5 Stakeholders
-Send to Hiring Managers, HR Leadership, Top Performers in Function and/or Former Team
Members that have a strong understanding of the role’s must-have’s
-Invite PI@TitusTalent.com to attend/lead the first 1-3 “Job Pattern Calibration” meetings with
your team to provide examples and continued consultation as a Third Party
Decide when Employees will Access & Review their own Behavioral Data/Reporting
Send Behavioral Assessments to Every Employee within the Organization with Clear Communication
on the “Why” Behind PI and when/how they will receive their Behavioral Results
Provide full Behavioral Data with all teammates and provide “readback” sessions for employees that
have specific questions related to their results and/or how it will be used
Print and/or share PI Placards for teammates to post within their workspaces or share with
teammates
Page 1 of 2
Attachment B PROCUREMENT AGREEMENT NUMBER: P-21-371
Manage 4 Performance, LLC
September 20, 2021
Phase Three – Hiring & Onboarding
Internal Understanding of Head, Heart, Briefcase Methodology: AKA measuring the whole person,
not disqualifying a candidate without full overall understanding
Behavioral Assessment to be sent to candidates:
-Sent after the initial phone screen/first round interview for passive candidates
-Provided with job posting for more entry-level positions, along with other established filtering
steps (if applicable)
Cognitive Assessment to be sent to candidates:
-Same as Behavioral rollout above (possibly for select roles only)
Interview Questions to be utilized within the process:
-PI Interview Guides sent to hiring managers
-Potentially begin utilizing Titus-provided PI interview questions
Onboarding documents to be sent to incumbents and hiring managers:
-Relationship Guides
-Personal Development Charts
-Management Strategy Guides
*Training plans can be customized utilizing both behavioral needs & incumbent’s learning ability
Phase Four – Coaching, Management & Team Analytics
Leadership to gain high-level training [PI Essentials Webinar/Recorded 2-Hour Session] before
gaining User Seat in the PI software.
Inevitably offer user seats to people leaders for people to review their own teammates, limiting
them to access only employees (no candidates, cognitive access, admin access, etc.)
Inspire Module Utilization
-Relationship Guides leveraged when conflict arises
-Personal Development Charts to provide coaching around strengths and blind spots
-Management Strategy Guides to ensure they have a roadmap to customize their approach to
each direct report (communication, pace, support w/risk) vs. a one-size-fits-all approach
-Reference Profile Manager Guides – High-level understanding of strengths, common traps, and
best practices for each individual they lead
-Coaching Guides – Used to compare teammate’s natural tendencies to the benchmark Job
Pattern for their function and provide tailored coaching depending on misalignments
Team Analytics allow leaders to review groups and further dissect the data
-Top and bottom performers can be analyzed to better understand tendencies that are and are
not successful. Additionally, customized plans can be created for outliers to ensure a distinctive
approach can be established to manage up or out
-Outliers within high performing teams can be identified to further leverage their unique
strengths and/or better accommodate/adjust to those differences to strengthen relationships
Page 2 of 2
Attachment B PROCUREMENT AGREEMENT NUMBER: P-21-371
Manage 4 Performance, LLC
September 20, 2021
Manage 4 Performance Software
Software Platform & Implementation | Order Form
M4P Software Subscription & Implementation
Subscription
Price per User = $18/month
Total Price (x39 Initial Users) =$702/month
Duration = 1 Year
*Each new User added thereafter = $18/month
**Each new User added will incur an initial implementation fee of $50/User
Implementation & Training**
$3,000
Initial Invoice Total*
$3,702
Partner Name
Fresno County Dept of Public Works
Contact Name & Email
Martin Querin
mquerin@fresnocountyca.gov
Partner Address
2220 Tulare St.
6th Floor
Fresno, CA 93721
AP Contact & Email
Start Date
September 9, 2021
Subscription Terms
PO will expire
User Seats
39
Billing Frequency
Monthly
M4P Certified Partner
Titus Talent Strategies
309 N Water Street | Suite 430
Milwaukee, WI 53202 USA
M4P Partner Contact
Mike Kuenzi
262.305.2927
mike.kuenzi@titustalent.com
The Key Contact will have full administrative
rights to the Client account and will be the
individual designated to make account changes.
Partner Information
Attachment B - Cost Proposal
Page 1 of 4
Included with your M4P Subscription Package
–Realtime Feedback
–Preloaded Skills & Behaviors for Every Role
–One on One Conversation Module
–Performance Reviews
–Team Dashboards/Scoreboards & Trend Reports
–Advanced Permissions
–Mobile Web App Access
–Unlimited Users
–Accountability Chart
–Customizable Performance Objectives
–Customizable Skills & Behaviors for Every Role
–Team/Individual Goals & To-Do’s Module
–Knowledge Library Access
–Usage Reports & Data Visualization
–Pulse Surveys
Attachment B - Cost Proposal
Page 2 of 4
Attachment B - Cost Proposal
DELTE
The below "Service Subprocessors" are independent third-party members of
the PI Certified Partner network (and their subcontractors) that help us
provide PI products and services to you and provide other PI-related client
servicing: Titus Talent Strategies, Milwaukee, Unites States.
Page 3 of 4
The Predictive Index
Software Platform & Implementation | Order Form
Included with your PI Subscription with Titus Talent Strategies
Unlimited Behavioral & Cognitive Assessments
Never worry about paying per assessment or going over your “limit”
Unlimited User Seats
Add hiring teams and people leaders with direct reports to maximize your investment (Includes full ability to control access levels)
Full Access to both Hire and Inspire Modules, and One Design “Team Discovery” Seat
Screening/Interviewing/Onboarding & Coaching/Engagement/Retention
Monthly Best Practices & Updates on New Releases
Software Updates, Supplemental Behavioral Interview Questions, Integration/Goal Tracking, Training Videos/Articles
24/7 Support
Expert support from our Certified PI Team
Complimentary Supplemental Training via Webinar
PI Essentials – Two-hour refresher/high-level training that covers ABCD Factors, Factor Combinations, and the Full Pattern
PI Software Subscription & Implementation
Implementation & Training
$5,000
*PI Subscription & Implementation – Total Agreement
$21,600
Attachment B - Cost Proposal
Page 4 of 4