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HomeMy WebLinkAboutP-22-091 Agreement Foundation for California Community Colleges 002.pdfAgreement No. 00005403 Page 1 of 13 Centralized Clinical Placement Service Licensing Agreement This ("Agreement"), effective as of January 21, 2022 (the "Effective Date"), is by and between Foundation for California Community Colleges FoundationCCC , County of Fresno on behalf of Fresno County Paramedic Training Program ("Site"). Site through this contract as a service option provided by FoundationCCC. CCPS software helps clients quickly and easily match healthcare program students with clinical opportunities at participating clinical sites and allows sites to efficiently manage student scheduling and the opportunity to observe potential future employees. FoundationCCC intends through this Agreement to provide a license for Site to make use of CCPS and related products in exchange for a site licensing fee paid by the Site. 1. Definitions. (a) "Aggregated Statistics" means data and information related to Site's use of the Services provided that can be used by FoundationCCC in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services. (b) "Authorized User" means Site's employees or approved contractors of the Site. (c) "Site Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Site or an Authorized User through the Services. (d) "FoundationCCC IP" means the Services, the Documentation, and any and all intellectual property provided to Site or any Authorized User in connection with this Agreement. For the avoidance of doubt, FoundationCCC IP includes Aggregated Statistics and any information, data, or other content derived from FoundationCCC's monitoring of Site's access to or use of the Services but does not include Site Data. (e) "Documentation" means FoundationCCC generated and owned content relating to CCPS that is shared with Site either electronically or in hard copy form/end user documentation relating to CCPS. (f) "Services" means the software-as-a-service offering described in Exhibit A. (g) Service Level Agreement service level commitment from FoundationCCC to Site for the maintenance, support, and availability of the Service. The Service Level Agreement is available at https://centralizedplacements.org/SLA (h) - means products or services made available to Site through the CCPS portal. For purposes of this Agreement, such third-party products and services are subject to their own terms and conditions and the applicable flow-through provisions referred to in Exhibit C. (i) means, other than aggregated statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of a user of CCPS. 2. Access and Use. (a) Provision of Access and License Grant. compliance with the terms and conditions of this Agreement, FoundationCCC hereby grants Site a non-exclusive, non-transferable (except to Authorized Users) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. (b) Documentation License. Subject to the terms and conditions contained in this Agreement, FoundationCCC hereby grants to Site a non-exclusive, non-sublicensable, non-transferable (except to Authorized Users) license to use the Documentation during the Term solely for Site's internal business purposes in connection with its use of the Services outlined hereunder. (c) Use Restrictions. Site shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Site shall not at any time, directly or indirectly, and shall not permit any Authorized P-22-091 Agreement No. 00005403 Page 2 of 13 Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. (d) Reservation of Rights. FoundationCCC reserves all rights not expressly granted to Site in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Site or any third party any intellectual property rights or other right, title, or interest in or to the FoundationCCC IP. (e) Suspension. Notwithstanding anything to the contrary in this Agreement, FoundationCCC may temporarily suspend Site's and any Authorized User's access to any portion or all of the Services if: (i) FoundationCCC reasonably determines that (A) there is a threat or attack on any of the FoundationCCC IP; (B) risk to the FoundationCCC IP or to any other customer or vendor of FoundationCCC; (C) Site, or any Authorized User, is using the FoundationCCC IP for fraudulent or illegal activities; (D) FoundationCCC's provision of the Services to Site or any Authorized User is prohibited by applicable law; (ii) any vendor of FoundationCCC has suspended or terminated FoundationCCC's access to or use of any third-party services or products required to enable Site to access the Services. FoundationCCC will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Site or any Authorized User may incur as a result of a Service Suspension. 3. Site Responsibilities. (a) General. Site is responsible for all acts of Authorized Users, and any act by an Authorized User that would constitute a breach of this Agreement. Site shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions. (b) Third-Party Products or Services. FoundationCCC may from time to time make Third-Party Products or Services available to Site or its Authorized Users. For purposes of this Agreement, such Third-Party Products and Services are subject to their own terms and conditions and the applicable flow-through provisions referred to in Exhibit C. If Site does not agree to abide by the applicable terms for any such Third-Party Products, then Site shall not use such Third-Party Products or Services. 4. Fees and Payment. (a) Setup and Site Licensing Fees. Site shall pay FoundationCCC the fees ("Fees") as set forth in Exhibit A without offset or deduction. Site shall make all payments hereunder in US dollars within 30 days of an invoice from FoundationCCC. (i) Fees for Student Ready Services. In the event Site intends to make use of Student Ready Services described in Exhibit B, Site shall be responsible for payment of fees directly to FoundationCCC, unless Site has determined that their users shall bear the cost of the Student Ready platform. (ii) Fees for Third Party Services. In the event Site intends to make use of Third-Party Services described in Exhibit C, the Site or, at the discretion of Site, health care students, shall be responsible for payment of fees directly to FoundationCCC through CCPS. (b) Taxes. All Fees and other amounts payable by Site under this Agreement are exclusive of taxes and similar assessments. Site is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Site hereunder. Agreement No. 00005403 Page 3 of 13 (c) Contract Amount. The annual value of this Agreement shall be $1,300, including any third-party services selected by Site. Additionally, a $213 set-up fee will be assessed on a one-time basis. 5. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, Site Data, User Data, third-party confidential information, and other sensitive or proprietary information, whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non- disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law) or sensitive information (such as PHI) such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to protection under applicable law. 6. Intellectual Property Ownership (a) FoundationCCC IP. Site acknowledges that FoundationCCC owns all right, title, and interest, including all intellectual property rights, in and to the FoundationCCC IP and, with respect to Third-Party Products, the applicable third- rights, in and to the Third-Party Products. (b) Feedback. If Site or any of its employees or contractors or Authorized Users sends or transmits any communications or materials to FoundationCCC by mail, email, telephone, or otherwise, suggesting or recommending changes to the FoundationCCC IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), FoundationCCC is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. 7. Warranty Disclaimer. (a) FoundationCCC warrants that the Services will conform in all material aspects to the service levels set forth in https://centralizedplacements.org/SLA when accessed and used in accordance with the Documentation. FoundationCCC does not make any representations or guarantees regarding uptime or availability of the Services unless specifically identified in the Service Level Agreement. (b) FoundationCCC warrants that the Services shall comply with the regulations of Section 508 of the Rehabilitation Act through WCAG 2.1 and are accessible to people with disabilities. FoundationCCC shall respond in accordance with its obligations outlined in its Service Level Agreement at https://centralizedplacements.org/SLA to any accessibility concerns from Site and/or Users. Agreement No. 00005403 Page 4 of 13 8. Indemnification. (a) FoundationCCC Indemnification. (i) FoundationCCC shall indemnify, defend, and hold harmless Site from and against any and all losses, damages, liabilities, costs (including attorneys' fees) ("Losses") incurred by Site resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's intellectual property, provided that Site promptly notifies FoundationCCC in writing of the claim, cooperates with FoundationCCC, and allows FoundationCCC sole authority to control the defense and settlement of such claim. (ii) If such a claim is made or appears possible, Site agrees to permit FoundationCCC, at FoundationCCC's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Site to continue use. If FoundationCCC determines that neither alternative is reasonably available, FoundationCCC may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Site. (iii) This Section 8(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by FoundationCCC or authorized by FoundationCCC in writing; (B) modifications to the Services not made by FoundationCCC; or (C) Site Data (b) Site Indemnification. (i) Site shall indemnify, hold harmless, and, at FoundationCCC's option, defend FoundationCCC from and against any Losses resulting from any Third-Party Claim that the Site Data, or any use of the Site Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights and any Third-Party Claims based on Site's or any Authorized User's use of the Services in a manner not authorized by this Agreement. 9. Term and Termination. (a) Term. The term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect until December 31, 2023 (the "Term"). This Agreement may be renewed by Agreement of the Parties for up to three additional one-year terms. (b) Termination. In addition to any other express termination right set forth in this Agreement: (i) FoundationCCC may terminate this Agreement, effective on written notice to Site, if Site fails to pay any amount when due hereunder, and such failure continues more than thirty days after FoundationCCC's delivery of written notice thereof; (ii) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; or (iii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; or (C) makes or seeks to make a general assignment for the benefit of its creditors. (c) Effect of Expiration or Termination. Upon expiration or early termination of this Agreement, Site shall immediately discontinue use of the FoundationCCC IP and, Site shall delete, destroy, or return all copies of the FoundationCCC IP. No expiration or termination will affect obligation to pay all Fees that may have become due before such expiration or termination or entitle Site to any refund. Agreement No. 00005403 Page 5 of 13 10. Miscellaneous. (a) Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. (b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth below: (i) FoundationCCC Contract Contact (ii) Contracts Department Foundation for California Community Colleges 1102 Q Street, Suite 4800 Sacramento. CA 95811 Contracts@foundationccc.org (iii) FoundationCCC Program Contact Emily Robinson Senior Director, Technology and Special Projects Foundation for California Community Colleges 1102 Q Street, Suite 4800 Sacramento, CA 95811 916.498.6724 erobinson@foundationccc.org (iv) Site Contract Contact Dan Lynch EMS Director 1221 Fulton Street Fresno, CA 93721 559.600.3387 dlynch@fresnocountyca.gov (c) Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, pandemic, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo. (d) Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. (e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in Agreement No. 00005403 Page 6 of 13 good faith to modify this Agreement so as to affect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. (f) Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. (g) Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. FoundationCCC Site By:_______________________________ Name: __Emily Robinson_____________ Title: Senior Director, Technology and Special Projects By:_______________________________ Name: ____________________________ Title: _____________________________ Purchasing Manager Gary Cornuelle Agreement No. 00005403 Page 7 of 13 EXHIBIT A CCPS Service Capitalized terms used but not defined in this Exhibit A have the meaning given to those terms in the Agreement. 1. DESCRIPTION OF SERVICES: FoundationCCC shall provide access to the web-based application, commonly known as Centralized Clinical Placement Services (CCPS). CCPS helps healthcare education institutions and for students to have required licensing quickly and easily match healthcare program students with clinical opportunities at participating clinical sites and allows sites to efficiently manage student scheduling and the opportunity to observe potential future employees. FoundationCCC hereby grants to Site, during the Term of this Agreement, a non-transferrable, non-exclusive license to permit Site and its Authorized Users to access and use CCPS, and to upload, download, process, display all information, text, images, and other materials and content therein. a. with the setup services described at https://centralizedplacements.org. FoundationCCC shall notify Site of completion of the setup Services and shall make CPPS available to Site from a non-public URL for use by Site. b. Hosting. FoundationCCC shall (i) perform the Hosting Services as described at https://centralizedplacements.org/HSS, including hosting the software applications necessary to provide CCPS on servers controlled by FoundationCCC; and (ii) make the CPPS services available via the internet for use by Authorized Users their health care students. c. Maintenance and Support. FoundationCCC shall perform the maintenance and support services regarding CCPS set forth in the service level agreement at https://centralizedplacements.org/SLA 2. FEES: a. CCPS Licensing Fee: Site shall be charged $1,300 annually. b. Setup Fee: Site will be charged a one-time setup fee of $213 c. Student Ready Fee: Site will be charged for Student Ready usage annually as described in Exhibit B. d. Third-Party Products: Site will be charged for any Third-Party Products as described in Exhibit C. 3. ADDITIONAL SERVICES AND PRODUCTS: Terms and Conditions for use of Student Ready services and Third-Party Products are described in Exhibits B and C, respectively. Agreement No. 00005403 Page 8 of 13 EXHIBIT B STUDENT READY SERVICE 1. Background CCPS offers an additional student-centric platform, Student Ready, which supports schools, student, and faculty access to the following capabilities: 1. Student and clinical faculty dashboard 2. View current, upcoming, and historical rotations 3. View rotation history 4. View rotation details 5. View clinical requirements 6. Student and Faculty document repository 7. School attestation process 8. School communication with students and faculty 2. Fees for Student Ready Service a. Student Ready subscription fee is $10 per student which has been discounted from the list price of $15. 3. There are two options for fee collection for Student Ready. a. Site can opt in to pay subscription fees on behalf of the anticipated number of students to use Student Ready on an annual basis in coordination of the annual site fee billing. b. Site can opt for students to pay an annual subscription fee which will be collected at the time of registration. 4. Terms and Conditions of Student Ready service a. By using Student Ready, Site agrees to comply with the terms of use and privacy policy associated with the Student Ready service on CCPS. Agreement No. 00005403 Page 9 of 13 EXHIBIT C THIRD PARTY SERVICES 1. Background The CCPS Platform also offers access to background check and drug screening services that may be required for health care students to participate in rotations at certain provider locations In order to participate in this Service, Site must agree and sign to the Background Screening Requirements Addendum (or a substantially similar document) with the third-party provider of background check and drug screening services Sterling Infosystems, LLC 2. Fees for Third Party Services Site will be charged based on the rates described below: Background Check Options Background Check Basic $44 Background Check Advanced $64 Background Check Advanced+ $74 Social Security Trace Social Security Trace Social Security Trace Terrorist Watch List Search (OFAC) Terrorist Watch List Search (OFAC) Terrorist Watch List Search (OFAC) Nationwide Criminal Database w/Primary Source Validation Nationwide Criminal Database w/Primary Source Validation Nationwide Criminal Database w/Primary Source Validation DOJ National Sex Offender Registry "Live Search@NSOPW.gov" DOJ National Sex Offender Registry "Live Search@NSOPW.gov" DOJ National Sex Offender Registry "Live Search@NSOPW.gov" Current county/state of residence search Current county/state of residence search Current county/state of residence search All County/State Criminal from last 7 years history (based on SSN Trace) All County/State Criminal from last 7 years history (based on SSN Trace) All County/State Criminal from last 7 years history (based on SSN Trace) All Alias/Maiden name searches from last 7 years history (based on SSN Trace) All Alias/Maiden name searches from last 7 years history (based on SSN Trace) All Alias/Maiden name searches from last 7 years history (based on SSN Trace) Locator Select Arrest Record Database Search w/primary source validation Locator Select Arrest Record Database Search w/primary source validation Locator Select Arrest Record Database Search w/primary source validation Federal Criminal Search (all aliases/all districts) Federal Criminal Search (all aliases/all districts) Education Verification - Highest degree earned Education Verification - Highest degree earned FACIS Level III Check Agreement No. 00005403 Page 10 of 13 Drug Screen Options Drug Screening - Urine 10 $34 Drug Screening - Urine 10 Additional notes and names Marijuana (THC) Cocaine (COC) Amphetamine (AMP) Includes both Amphetamine and Methamphetamine. MET500, d- Amphetamine, d-Methamphetamine Opiates OPI 300 Phencyclidine (PCP) Barbiturates (BAR) Amobarbital, Butalbital, Pentobarbital, Phenobarbital, Secobarbital Benzodiazepines (BZO) Benzodiazepines Methadone (MTD) Propoxyphene Methaqualone *Out of network eScreen Cost $35 **Out of network Non-eScreen Cost $60 Agreement No. 00005403 Page 11 of 13 Drug Screening - Urine 15 (includes 12 panel) $48 Drug Screening - Urine 15 (includes 12 panel) Additional notes and names Marijuana (THC) Tetrahydrocannabinol Cocaine (COC) Amphetamine (AMP) Includes both Amphetamine and Methamphetamine. MET500, d- Amphetamine, d-Methamphetamine Opiates OPI 300 Phencyclidine (PCP) Barbiturates (BAR) Amobarbital, Butalbital, Pentobarbital, Phenobarbital, Secobarbital Expanded Benzodiazepines Benzodiazepines, BZO, Expanded Benzodiazepines, Nordiazepam, Oxazepam, Flurazepam, Lorazepam, Alprazolam, Clonazepam, Temazepam, Triazolam, Midazolam. Methadone (MTD) Buprenorphine (BUP) Ecstasy (MDMA) 3,4- Methylenedioxymethamphetamine, MDA, MDMA, MDEA Expanded Opiates Heroin 6-MAM, 6-AM, 6-Acetylmorphine Oxidants (OXI) Included with Specimen Validity Testing Specific Gravity (SG) Included with Specimen Validity Testing pH Balance (PH) Included with Specimen Validity Testing *Out of network eScreen Cost $62 **Out of network Non-eScreen Cost $85 Agreement No. 00005403 Page 12 of 13 Drug Screening - Urine 15 Plus $91 Drug Screening - Urine 15 Plus Additional notes and names Marijuana (THC) Cocaine (COC) Amphetamine (AMP) Includes both Amphetamine and Methamphetamine. MET500, d- Amphetamine, d-Methamphetamine Opiates OPI 300 Phencyclidine (PCP) Barbiturates (BAR) Amobarbital, Butalbital, Pentobarbital, Phenobarbital, Secobarbital Expanded Benzodiazepines Benzodiazepines, BZO, Expanded Benzodiazepines, Nordiazepam, Oxazepam, Flurazepam, Lorazepam, Alprazolam, Clonazepam, Temazepam, Triazolam, Midazolam. Methadone (MTD) Buprenorphine (BUP) Ecstasy (MDMA) 3,4-Methylenedioxymethamphetamine, MDA, MDMA, MDEA Expanded Opiates Heroin 6-MAM, 6-AM, 6-Acetylmorphine Oxidants (OXI) Included with Specimen Validity Testing Specific Gravity (SG) Included with Specimen Validity Testing pH Balance (PH) Included with Specimen Validity Testing Nortiptyline Tricyclic Antidepressant Sertraline Tricyclic Antidepressant Propoxyphene Methaqualone Methaqualone Fluoxetine Tricyclic Antidepressant Amitriptyline Tricyclic Antidepressant *Out of network eScreen Cost $95 **Out of network Non-eScreen Cost $92 Agreement No. 00005403 Page 13 of 13 3. Terms and Conditions of Third-Party services a. By using Student Ready, Site agrees to comply with the terms of use and privacy policy associated with the Student Ready service on CCPS. b. Site agrees to the privacy policy and terms of use. they must enter into a Background Check Screening Addendum/Agreement with Sterling. The Background Check Screening Addendum that can be provided to Site upon request. c. Site shall be responsible for compliance with Federal, State, and Local laws regarding accessing consumer reports, investigative consumer reports, background screenings, and drug screens. Site shall not access consumer reports, investigative consumer reports, background screenings, or drug screens, unless permitted by law. 1.1 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 proceedin g, and (2) has the same force and effect as the valid original handwritten signature of that person. (C) The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). (D) Each party using a digital signature represents that it has undertaken and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1) through (5), and agrees that each other party may rely upon that representation. (E) 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.