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HomeMy WebLinkAboutAgreement A-22-156 with Gartner.pdf Agreement No. 22-156 1 AGREEMENT 2 3 THIS AGREEMENT ("Agreement") is made and entered into this 19th day of April , 2022, 4 by and between the COUNTY OF FRESNO, a political subdivision of the state of California ("COUNTY"), 5 and Gartner, Inc., a Delaware corporation, whose address is 56 Top Gallant Road, Stamford, CT 06902 6 ("CONTRACTOR"). 7 WITNESSETH: 8 WHEREAS, COUNTY entered into agreement No. 17-459 with CONTRACTOR, dated September 9 12, 2017, for IT subscription-based research and executive coaching and advisory services, which 10 agreement No. 17-459 is presently in effect; 11 WHEREAS, COUNTY desires to supersede and replace that agreement No. 17-459 with this 12 Agreement; and 13 WHEREAS, pursuant to this Agreement, CONTRACTOR will provide the services provided under 14 agreement 17-459, with the addition of additional executive-level consultation services that better reflect the 15 current structure within the COUNTY; and 16 WHEREAS, CONTRACTOR is willing and able to provide these services to assist COUNTY with its 17 stated needs; and 18 WHEREAS, COUNTY desires to purchase such services from CONTRACTOR as more fully 19 described hereinbelow. 20 NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein 21 contained, the parties agree that agreement No. 17-459 shall be superseded and replaced in its entirety by 22 this Agreement, and further agree as follows: 23 1. OBLIGATIONS OF THE CONTRACTOR 24 A. CONTRACTOR shall provide the subscription-based research and related 25 services as set forth in Exhibit B, attached and incorporated by this reference. This includes but is not 26 limited to providing COUNTY staff with access to research and providing executive level analysis and 27 assessments to ensure that the COUNTY's Information Technology division is operating under industry 28 best-practices. -1- 1 B. COUNTY Confidential Information 2 CONTRACTOR agrees to keep confidential any COUNTY-specific information communicated by 3 COUNTY to CONTRACTOR in connection with this Agreement that is (i) clearly marked confidential if 4 provided in written form, or (ii) preceded by a statement that such information is confidential, if provided 5 in oral form, and such statement is confirmed in writing within thirty (30) days of its initial disclosure. This 6 obligation of confidence shall not apply to any information that: (1) is in the public domain at the time of 7 its communication; (2) is independently developed by CONTRACTOR; (3) entered the public domain 8 through no fault of CONTRACTOR subsequent to COUNTY's communications to CONTRACTOR; (4) is 9 in CONTRACTOR's possession free of any obligations of confidence at the time of COUNTY's 10 communications to CONTRACTOR; or (5) is communicated by the COUNTY to a third party free of any 11 obligation of confidence. Additionally, CONTRACTOR may disclose such information to the extent 12 required by legal process. 13 2. OBLIGATIONS OF THE COUNTY 14 A. Ownership and Use of the Services 15 CONTRACTOR owns and retains all rights to the Services not expressly granted to COUNTY. 16 Only the individuals named in this Agreement (each a "Licensed User") may access the Services. Each 17 Licensed User shall be issued a unique password, which shall not be shared. COUNTY agrees to 18 review and comply with the "Gartner Usage Policy", which is accessible to all Licensed Users via the 19 "Policies" section of gartner.com. Among other things, the Gartner Usage Policy describes how 20 COUNTY may substitute Licensed Users, excerpt from and/or share CONTRACTOR research 21 documents within the COUNTY organization, and quote or excerpt from the Services externally. 22 3. TERM 23 The term of this Agreement shall be for a period of three (3) years, commencing on May 1, 2022, 24 through and including April 30, 2025. This Agreement may be automatically extended for two (2) additional 25 consecutive twelve (12) month periods, unless COUNTY provides written notice of non-renewal to 26 CONTRACTOR at least sixty (60) days prior to the then-current expiration date of this Agreement. Services 27 are non-cancellable once the optional extension periods are executed. The Director of Internal 28 Services/Chief Information Officer (ISD Director/CIO) or his or her designee is authorized to execute such -2- 1 written approval on behalf of COUNTY based on CONTRACTOR'S satisfactory performance. 2 4. TERMINATION 3 A. Non-Allocation of Funds — The terms of this Agreement, and the services to be 4 provided hereunder, are contingent on the approval of funds by the appropriating government agency. 5 Should sufficient funds not be allocated, the services provided may be modified, or this Agreement 6 terminated, at any time without penalty by giving the CONTRACTOR thirty (30) days advance written 7 notice. 8 B. Breach of Contract — The COUNTY may immediately suspend or terminate this 9 Agreement in whole or in part, where in the determination of the COUNTY there is: 10 1) An illegal or improper use of funds; 11 2) A failure to comply with any term of this Agreement; 12 3) A substantially incorrect or incomplete report submitted to the COUNTY; 13 4) Improperly performed service. 14 In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any breach 15 of this Agreement or any default which may then exist on the part of the CONTRACTOR. Neither shall such 16 payment impair or prejudice any remedy available to the COUNTY with respect to the breach or default. 17 The COUNTY shall have the right to demand of the CONTRACTOR the repayment to the COUNTY of any 18 funds disbursed to the CONTRACTOR under this Agreement, which in the judgment of the COUNTY were 19 not expended in accordance with the terms of this Agreement. The CONTRACTOR shall promptly refund 20 any such funds upon demand. 21 5. COMPENSATION/INVOICING 22 COUNTY agrees to pay CONTRACTOR, and CONTRACTOR agrees to receive compensation as 23 follows: 24 Term Annual Fee 25 Year 1 (5/1/2022—4/30/2023) $267,948.00 26 Year 1 (5/1/2022—4/30/2023) 27 [credited amount from prior agreement No. 17-459] 28 -3- 1 Year 2 (5/1/2023—4/30/2024) $272,864.00 2 Year 3 (5/1/2024—4/30/2025) $286,607.00 3 Year 4 (5/1/2025—4/30/2026) $300,938.00 4 Year 5 (5/1/2026—4/30/2027) $315,987.00 5 6 *COUNTY shall receive a credit of $69,212.34 toward Year 1 fees of the Agreement, which 7 represents the portion of the fee paid by COUNTY applicable to the remaining, unfulfilled Year 5 term of 8 COUNTY's Agreement No. 17-459. The parties agree that all amounts and fees due under agreement No. 9 17-459 have been paid, and no further payment is due from COUNTY under that agreement. 10 CONTRACTOR shall submit annual invoices in advance referencing this Agreement number, either 11 electronically or via mail, in triplicate to the County of Fresno, Internal Services Department, Attention: 12 Business Office, 333 W. Pontiac Way, Clovis, CA 93612, isdbusinessoffice(d�fresnocountyca.gov. 13 In no event shall compensation paid for services performed under this Agreement exceed 14 $758,206.66 during the initial term of this Agreement. In the event this Agreement is extended for a 15 fourth year, the total compensation amount shall not exceed $1,059,144.06. In the event this Agreement 16 is extended for a fifth year, the total compensation amount shall not exceed $1,375,131.66. It is 17 understood that all expenses incidental to CONTRACTOR'S performance of services under this 18 Agreement shall be borne by CONTRACTOR. COUNTY shall pay CONTRACTOR within forty-five (45) 19 days of receipt of an approved invoice. 20 6. INDEPENDENT CONTRACTOR 21 In performance of the work, duties and obligations assumed by CONTRACTOR under this 22 Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of the 23 CONTRACTOR'S officers, agents, and employees will at all times be acting and performing as an 24 independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, 25 employee, joint venturer, partner, or associate of the COUNTY. Furthermore, COUNTY shall have no right 26 to control or supervise or direct the manner or method by which CONTRACTOR shall perform its work and 27 function. However, COUNTY shall retain the right to administer this Agreement so as to verify that 28 CONTRACTOR is performing its obligations in accordance with the terms and conditions thereof. -4- 1 CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and 2 regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. 3 Because of its status as an independent contractor, CONTRACTOR shall have absolutely no right 4 to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be solely liable 5 and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In 6 addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from all matters relating 7 to payment of CONTRACTOR'S employees, including compliance with Social Security withholding and all 8 other regulations governing such matters. It is acknowledged that during the term of this Agreement, 9 CONTRACTOR may be providing services to others unrelated to the COUNTY or to this Agreement. 10 7. MODIFICATION 11 Any matters of this Agreement may be modified from time to time by the written consent of all the 12 parties without, in any way, affecting the remainder. 13 8. NON-ASSIGNMENT 14 Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under 15 this Agreement without the prior written consent of the other party. 16 9. HOLD HARMLESS 17 CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY'S request, defend the 18 COUNTY, its officers, agents, and employees from any and all costs and expenses (including attorney's 19 fees and costs), damages, liabilities, claims, and losses occurring or resulting to COUNTY in connection 20 with the performance, or failure to perform, by CONTRACTOR, its officers, agents, or employees under this 21 Agreement, and from any and all costs and expenses (including attorney's fees and costs), damages, 22 liabilities, claims, and losses occurring or resulting to any person, firm, or corporation who may be injured or 23 damaged by the performance, or failure to perform, of CONTRACTOR, its officers, agents, or employees 24 under this Agreement. 25 The provisions of this Section 9 shall survive termination of this Agreement. 26 10. DISCLAIMER OF WARRANTIES 27 THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND CONTRACTOR EXPRESSLY 28 DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, -5- 1 WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE 2 OR AS TO ACCURACY, COMPLETENESS OR ADEQUACY OF INFORMATION. COUNTY 3 RECOGNIZES THE UNCERTAINTIES INHERENT IN ANY ANALYSIS OR INFORMATION THAT MAY 4 BE PROVIDED AS PART OF THE SERVICES, AND ACKNOWLEDGES THAT THE SERVICES ARE 5 NOT A SUBSTITUTE FOR ITS OWN INDEPENDENT EVALUATION AND ANALYSIS AND SHOULD 6 NOT BE CONSIDERED A RECOMMENDATION TO PURSUE ANY COURSE OF ACTION. 7 CONTRACTOR SHALL NOT BE LIABLE FOR ANY ACTIONS OR DECISIONS THAT COUNTY MAY 8 TAKE BASED ON THE SERVICES OR ANY INFORMATION OR DATA CONTAINED THEREIN. 9 COUNTY UNDERSTANDS THAT IT ASSUMES THE ENTIRE RISK WITH RESPECT TO THE USE OF 10 THE SERVICES. 11 11. DATA PROTECTION 12 In performing its obligations under this Agreement, COUNTY and CONTRACTOR shall each 13 comply with all applicable data privacy legislation. In providing the services CONTRACTOR shall comply 14 with its global privacy policy, available at gartner.com/privacy. 15 12. USE OF NAME, TRADEMARK, AND LOGO 16 Absent the prior written consent of the other party, neither party shall use the name, trademarks, or 17 logo of the other in promotional materials, publicity releases, advertising, or any other similar publication or 18 communications. This restriction does not apply to, and shall not restrict, COUNTY's use of 19 CONTRACTOR's name in compliance with COUNTY's responsibilities under the Brown Act, Government 20 Code § 54950, et. seq., and the California Public Records Act, Government Code § 6250, et. seq. 21 13. INSURANCE 22 Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third 23 parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance 24 policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or 25 Joint Powers Agreement (JPA)throughout the term of the Agreement: 26 A. Commercial General Liability 27 Commercial General Liability Insurance with limits of not less than Two Million Dollars 28 ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This -6- 1 policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including 2 completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal 3 liability or any other liability insurance deemed necessary because of the nature of this contract. 4 B. Automobile Liability 5 Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars 6 ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto 7 used in connection with this Agreement. 8 C. Professional Liability 9 If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in 10 providing services, Professional Liability Insurance with limits of not less than One Million Dollars 11 ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate. 12 D. Worker's Compensation 13 A policy of Worker's Compensation insurance as may be required by the California Labor 14 Code. 15 Additional Requirements Relating to Insurance 16 CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance naming 17 the County of Fresno, its officers, agents, and employees, individually and collectively, as additional 18 insured, but only insofar as the operations under this Agreement are concerned. Such coverage for 19 additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained 20 by COUNTY, its officers, agents and employees shall be excess only and not contributing with insurance 21 provided under CONTRACTOR's policies herein. This insurance shall not be cancelled or changed without 22 a minimum of thirty (30) days advance written notice given to COUNTY. 23 CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents, and 24 employees any amounts paid by the policy of worker's compensation insurance required by this 25 Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be 26 necessary to accomplish such waiver of subrogation, but CONTRACTOR's waiver of subrogation under 27 this paragraph is effective whether or not CONTRACTOR obtains such an endorsement. 28 Within Thirty (30) days from the date CONTRACTOR signs and executes this Agreement, -7- 1 CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all of the 2 foregoing policies, as required herein, to the County of Fresno, Internal Services Department, Attention: 3 Director of Internal Services/Chief Information Officer, 333 W. Pontiac Way, Clovis, CA 93612, 4 isdcontracts(a)fresnocountyca.gov, stating that such insurance coverage have been obtained and are in full 5 force; that the County of Fresno, its officers, agents and employees will not be responsible for any 6 premiums on the policies; that for such worker's compensation insurance the CONTRACTOR has waived 7 its right to recover from the COUNTY, its officers, agents, and employees any amounts paid under the 8 insurance policy and that waiver does not invalidate the insurance policy; that such Commercial General 9 Liability insurance names the County of Fresno, its officers, agents and employees, individually and 10 collectively, as additional insured, but only insofar as the operations under this Agreement are concerned; 11 that such coverage for additional insured shall apply as primary insurance and any other insurance, or 12 self-insurance, maintained by COUNTY, its officers, agents and employees, shall be excess only and not 13 contributing with insurance provided under CONTRACTOR's policies herein; and that this insurance shall 14 not be cancelled or changed without a minimum of thirty (30) days advance, written notice given to 15 COUNTY. 16 In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein 17 provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this 18 Agreement upon the occurrence of such event. 19 All policies shall be issued by admitted insurers licensed to do business in the State of California, 20 and such insurance shall be purchased from companies possessing a current A.M. Best, Inc. rating of A 21 FSC VII or better. 22 14. AUDITS AND INSPECTIONS 23 The CONTRACTOR shall at any time during business hours, and as often as the COUNTY may 24 deem necessary, make available to the COUNTY for examination all of its records and data with respect to 25 the matters covered by this Agreement. The CONTRACTOR shall, upon request by the COUNTY, permit 26 the COUNTY to audit and inspect all of such records and data necessary to ensure CONTRACTOR'S 27 compliance with the terms of this Agreement. 28 If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be subject to -8- 1 the examination and audit of the California State Auditor for a period of three (3) years after final payment 2 under contract(Government Code Section 8546.7). 3 15. NOTICES 4 The persons and their addresses having authority to give and receive notices under this Agreement 5 include the following: 6 COUNTY CONTRACTOR COUNTY OF FRESNO Gartner, Inc. 7 ISD Director/CIO 56 Top Gallant Road 333 W. Pontiac Way Stamford, CT - 06902-7700 8 Clovis, CA 93612 United States of America 9 isdcontracts@fresnocountyca.gov All notices between the COUNTY and CONTRACTOR provided for or permitted under this 10 Agreement must be in writing and delivered either by personal service, by first-class United States mail, by 11 an overnight commercial courier service, or by telephonic facsimile transmission. A notice delivered by 12 personal service is effective upon service to the recipient. A notice delivered by first-class United States 13 mail is effective three (3) COUNTY business days after deposit in the United States mail, postage prepaid, 14 addressed to the recipient. A notice delivered by an overnight commercial courier service is effective one 15 (1) COUNTY business day after deposit with the overnight commercial courier service, delivery fees 16 prepaid, with delivery instructions given for next day delivery, addressed to the recipient. A notice delivered 17 by telephonic facsimile is effective when transmission to the recipient is completed (but, if such 18 transmission is completed outside of COUNTY business hours, then such delivery shall be deemed to be 19 effective at the next beginning of a COUNTY business day), provided that the sender maintains a machine 20 record of the completed transmission. For all claims arising out of or related to this Agreement, nothing in 21 this section establishes, waives, or modifies any claims presentation requirements or procedures provided 22 by law, including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government 23 Code, beginning with section 810). 24 16. GOVERNING LAW 25 Venue for any action arising out of or related to this Agreement shall only be in Fresno County, 26 California. 27 The rights and obligations of the parties and all interpretation and performance of this Agreement 28 -9- 1 shall be governed in all respects by the laws of the State of California. 2 17. DISCLOSURE OF SELF-DEALING TRANSACTIONS 3 This provision is only applicable if the CONTRACTOR is operating as a corporation (a for-profit 4 or non-profit corporation) or if during the term of the agreement, the CONTRACTOR changes its status 5 to operate as a corporation. 6 Members of the CONTRACTOR's Board of Directors shall disclose any self-dealing transactions 7 that they are a party to while CONTRACTOR is providing goods or performing services under this 8 agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR is a party 9 and in which one or more of its directors has a material financial interest. Members of the Board of 10 Directors shall disclose any self-dealing transactions that they are a party to by completing and signing a 11 Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit A and incorporated herein by 12 reference, and submitting it to the COUNTY prior to commencing with the self-dealing transaction or 13 immediately thereafter. 14 18. ELECTRONIC SIGNATURE 15 The parties agree that this Agreement may be executed by electronic signature as provided in this 16 section. An "electronic signature" means any symbol or process intended by an individual signing this 17 Agreement to represent their signature, including but not limited to (1) a digital signature; (2) a faxed 18 version of an original handwritten signature; or (3) an electronically scanned and transmitted (for example 19 by PDF document) of a handwritten signature. Each electronic signature affixed or attached to this 20 Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing this 21 Agreement for all purposes, including but not limited to evidentiary proof in any administrative or judicial 22 proceeding, and (2) has the same force and effect as the valid original handwritten signature of that person. 23 The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the 24 Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). 25 Each party using a digital signature represents that it has undertaken and satisfied the requirements of 26 Government Code section 16.5, subdivision (a), paragraphs (1) through (5), and agrees that each other 27 party may rely upon that representation. This Agreement is not conditioned upon the parties conducting the 28 transactions under it by electronic means and either party may sign this Agreement with an original -10- 1 handwritten signature. 2 19. ENTIRE AGREEMENT 3 This Agreement constitutes the entire agreement between the CONTRACTOR and COUNTY with 4 respect to the subject matter hereof and supersedes all previous Agreement negotiations, proposals, 5 commitments, writings, advertisements, publications, and understanding of any nature whatsoever unless 6 expressly included in this Agreement. Furthermore, this Agreement specifically supersedes and replaces 7 agreement No. 17-459, dated September 12, 2017. 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -11- 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year 2 first hereinabove written. 3 4 CONTRACTOR COU,NTYmgF FRESNO Z)R5 V `'^ --- (Authorized Signature) Brian Pacheco, Chairman of the Board of 6 Supervisors of the County of Fresno 7 David Vixama Print Name &Title 8 13200 Paul J Doherty Parkway 9 Fort Myers, FL 33913 10 Mailing Address ATTEST: 11 Bernice E. Seidel Clerk of the Board of Supervisors 12 County of Fresno, State of California 13 14 15 By: 16 Deputy FOR ACCOUNTING USE ONLY: 17 Fund: 1020 18 Subclass: 10000 19 ORG: 8905 20 Account: 7205 21 22 23 24 25 26 27 28 -12- DocuSign Envelope ID:57DE64C4-1094-47C8-93EC-F397D75FF544 Exhibit A 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). DocuSign Envelope ID:57DE64C4-1094-47C8-93EC-F397D75FF544 Exhibit A (1)Company Board Member Information: Name: N/A -Gartner Date: Job Title: (2)Company/Agency Name and Address: N/A -Gartner (3) Disclosure(Please describe the nature of the self-dealing transaction you are a party to): N/A- Gartner (4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233(a): N/A - Gartner (5)Authorized Signature Signature: Date: March 16, 2022 1 Exhibit B 2 1. DEFINITIONS 3 A. Services — the subscription-based research and related services purchased by 4 COUNTY as outlined in this Exhibit B and described in the Service Descriptions. 5 CONTRACTOR may periodically update the names and the deliverables for each Service. If 6 COUNTY adds Services or upgrades the level of service or access, an additional Service 7 Agreement shall be required. 8 B. Service Descriptions — describes each Service purchased, specifies the deliverables for 9 each Service, and sets forth any additional terms unique to a specific Service. Service 10 Descriptions for the Services purchased in this Agreement are attached as Exhibit C and 11 incorporated by this reference. 12 13 2. ORDER SCHEDULE 14 Contract Contract Name of User Annual Fee Total Fee 155 Service Name Level of Access Ouantity Term Start Term End to be Licensed USD USD 16 Date Date 17 Eric Matthews, Executive Programs 18 Advisor Member 2 Antoine 01-MAY-2022 30-APR-2023 $73,792.00 $739792.00 Leadership Team 19 Grayson 20 Executive Programs Leader 1 Robert Bash 01-MAY-2022 30-APR-2023 $949156.00 $949156.00 21 Leadership Team 22 Executive Programs IT Executive 1 Sheri Walden 01-MAY-2022 30-APR-2023 $100,000.00 $100,000.00 23 Leadership Team Member 24 (Excluding 25 Term Total applicable $267,948.00 26 taxes) 27 28 - 1 - 1 (Excluding Estimated 2 applicable ($69,212.34) Credit 3 taxes) 4 (Excluding 5 TOTAL applicable $198,735.66 6 taxes) 7 8 Eric Matthews, Executive Programs 9 Advisor Member 2 Antoine 01-MAY-2023 30-APR-2024 $74,000.00 $749000.00 Leadership Team 10 Grayson 11 Executive Programs Leader 1 Robert Bash 01-MAY-2023 30-APR-2024 $989864.00 $989864.00 12 Leadership Team 13 Executive Programs IT Executive 1 Sheri Walden 01-MAY-2023 30-APR-2024 $100,000.00 $100,000.00 14 Leadership Team Member 15 (Excluding 16 Term Total applicable $272,864.00 17 taxes) 18 19 Eric Matthews, 20 Executive Programs Advisor Member 2 Antoine 01-MAY-2024 30-APR-2025 $77,800.00 $77,800.00 21 Leadership Team Grayson 22 Executive Programs 23 Leader 1 Robert Bash 01-MAY-2024 30-APR-2025 $103,807.00 $103,807.00 Leadership Team 24 Executive Programs IT Executive 25 1 Sheri Walden 01-MAY-2024 30-APR-2025 $105,000.00 $105,000.00 Leadership Team Member 26 27 28 - 2 - 1 (Excluding 2 Term Total applicable $286,607.00 3 taxes) 4 5 Eric Matthews, Executive Programs 6 Advisor Member 2 Antoine 01-MAY-2025 30-APR-2026 $81,690.00 $81,690.00 Leadership Team 7 Grayson 8 Executive Programs Leader 1 Robert Bash 01-MAY-2025 30-APR-2026 $108,998.00 $108,998.00 9 Leadership Team 10 Executive Programs IT Executive 1 Sheri Walden 01-MAY-2025 30-APR-2026 $110,250.00 $110,250.00 11 Leadership Team Member 12 (Excluding 13 Term Total applicable $300,938.00 14 taxes) 15 (Excluding 16 TOTAL applicable $300,938.00 17 taxes) 18 19 Eric Matthews, 20 Executive Programs Advisor Member 2 Antoine 01-MAY-2026 30-APR-2027 $85,776.00 $85,776.00 21 Leadership Team Grayson 22 Executive Programs 23 Leader 1 Robert Bash 01-MAY-2026 30-APR-2027 $114,448.00 $114,448.00 Leadership Team 24 Executive Programs IT Executive 25 1 Sheri Walden 01-MAY-2026 30-APR-2027 $1159763.00 $115,763.00 Leadership Team Member 26 27 28 - 3 - 1 (Excluding 2 Term Total applicable $315,987.00 3 taxes) 4 5 (Excluding 6 Total Services: applicable $1,375,131.66 7 taxes) 8 9 The term of this Agreement shall be for a period of three (3) years, commencing on May 1, 2022, 10 through and including April 30, 2025. This Agreement may be automatically extended for two (2) 11 additional consecutive twelve (12) month periods, unless COUNTY provides written notice of non- 12 renewal to CONTRACTOR at least sixty (60) days prior to the then-current expiration date of this 13 Agreement. Services are non-cancellable once the optional extension periods are executed. The 14 Director of Internal Services/Chief Information Officer (ISD Director/CIO) or his or her designee is 15 authorized to execute such written approval on behalf of COUNTY based on CONTRACTOR'S 16 satisfactory performance. 17 18 19 20 21 22 23 24 25 26 27 28 - 4 - Exhibit C Gartner SERVICE DESCRIPTION Attachment to the Service Agreement EXECUTIVE PROGRAMS LEADERSHIP TEAM: ADVISOR TEAM MEMBER Executive Programs Leadership Team: Advisor Team Member(the"Service")permits the client("Client") to identify an advisor team member, typically an individual reporting to the most senior IT executive, usually the CIO. The Service, which is part of the Executive Programs Leadership Team, requires the separate purchase of the Executive Programs Leadership Team: Leader Service. DELIVERABLES The Executive Programs Leadership Team is comprised of two sets of users: (i) the "Leader," and (ii) "Team Members," as set forth in the Service Agreement. Collectively, the Leader and his/her Team Members are"Licensed Users." l. The Deliverables for the Advisor Team Member are set forth below. • Assigned client success manager • Peer&Practitioner Research • Virtual Team Workshop • IT Key Metrics Data • Access to Research Experts • Executive Programs Research • Gartner IT Symposium/Xpo' and related content • Peer Networking • Leadership Development Research • Gartner for IT Leaders Research and related content and related content • IT Podcast Series 2. Additional information on the Deliverables listed above include the following: (a) Assigned client success manager — A client success manager will serve as the Advisor Team Leader's primary point of contact for this Service. The service professional who understands the Client's context and priorities, helps the Client understand the entitlements of their Service, and provides personalized,proactive,concierge-level service as the single point of contact from Gartner, helps the team leverage the most relevant Gartner resources. The service professional facilitates a coordinated service approach for the team, as well as alignment between Team Members and the Leader. (b) Virtual Team Workshop—Participate in a half-day annual strategy session(jointly determined by the Executive Partner and Leader) facilitated by the Executive Partner, which is focused on application of Executive Programs Research and action planning. Topic is selected by Leader and Executive Partner from a list of available Executive Programs workshops. (c) Access to Research Experts— Participation in inquiry calls is limited to the Licensed User(s) and the Research Expert("expert") only(i.e., non-Users, either inside or outside of the client company, may not attend or otherwise participate on the call). The inquiry topic may be any area of Gartner- covered Research. (d) Attendance at Gartner IT Symposium/Xpdr'" — One (1) complimentary, nontransferable invitation for the Advisor Team Member to attend Gartner IT Symposium/Xpo, including standard Symposium entitlements,as further referenced below. (e) Peer Networking Peer Directory—Access to searchable directory of senior technology leaders. Online Forums—Access to discussions of common issues among peers on gartner.com Service Description:Executive Programs Leadership Team:Advisor Team Member, Version 8.2,Augusi 2021 —Page I of 2 Exhibit C Gartner OfflinaMbeetups—Access to designated lounges at Gartner IT Symposium/Xpo. (f) Gartner for IT Leaders Research and related content — Includes Gartner Core IT and Role- specific Research; diagnostic tools,templates,and case studies; Weekly Picks and News Analysis; and webinars featuring Gartner experts. (g) Peer&Practitioner Research—Includes peer benchmarks,best practices,case studies,tools,and templates. (h) IT Key Metrics Data—Provides performance metrics on trends in IT spending and staffing, unit costs,and performance measures across critical IT domains. (i) Executive Programs Research and related content Research Reports—Up to 12(twelve)Reports per year,covering Gartner-selected topics on areas where business and IT intersect.(Schedules are approximations and are dependent on the publication schedule of relevant Research.) Includes associated tools and teleconferences hosted by Executive Pr--agrams authors to discuss their Research Reports. Business Research and related content—Targeted to CIOs,CFOs,and other business executives. (j) Leadership Development Research and related content—Customized professional development content for technology leaders,targeted to Team Members. (k) IT Podcast Series — A subscription-based podcast series featuring Gartner Research experts' perspectives on business priorities and challenges on topics in information technology. ADDITIONAL USAGE INFORMATION The Conference invitation entitles the Licensed User to register for one(1)Conference and is valid for 12 (twelve) months from the date of issue. A conference invitation provided as part of a Gartner Research offering is valid only for a conference during the contract term of that Research offering.Invitations are not transferable.A single invitation may not be used by more than one(1)employee of the client company and may not be used for admission to any conference other than the Gartner IT Sytnposium/Xpo Conference. Client companies around the world trust Gartner to be objective and independent in its research and advice, and Gartner takes that responsibility seriously. To preserve the objectivity of research, Gartner does not promise clients favorable coverage or leads from its research experts. Gartner does not provide access to confidential client information,offer aid to secure capital funding, or sell any product for use in litigation. There are no exceptions.If you have questions,please email ombudsman(a),gartner.com. Use of this Service is governed by the Gartner Usage Policy and the Gartner Content Compliance Policy which are accessible on the Policies section of gartncr.com. Service Description:Executive Programs Leadership Team:Advisor Team Member, Version 8.2,August 2021 — Page 2 of 2 Exhibit C Gartner SERVICE DESCRIPTION Attachment to the Service Agreement EXECUTIVE PROGRAMS LEADERSHIP TEAM: IT EXECUTIVE TEAM MEMBER Executive Programs Leadership Team: IT Executive Team Member(the"Service") is designed for senior technology executives in the largest client organizations ("Client"). It provides Client with (i) an ongoing advisory relationship with Gartner,and(ii)a thinking partner to contextualize Gartner insights. The Service, which is part of Executive Programs Leadership Team, requires the separate purchase of Executive Programs Leadership Team: Leader. DELIVERABLES Executive Programs Leadership Team comprises two sets of users: (i) the "Leader," and (ii) "Team Members,"as set forth in the Service Agreement. Collectively, the Leader and his/her Team Members are "Licensed Users." l. The Deliverables for the IT Executive Team Member are set forth below. • Assigned Service Delivery Team • Peer Networking • Value Reviews • Leadership Development Research and related content • Virtual Team Workshop • Gartner for IT Leaders Research and related content • Access to Research Experts • Peer& Practitioner Research • Research Briefing • IT Key Metrics Data • Gartner IT Symposium/Xpo`' • Executive Programs Research and related content • Executive Programs Events • IT Podcast Series 2. Additional information on the Deliverables listed above include the following: (a) Assigned Service Delivery Team An Executive Partner with past experience in senior technology executive roles and a client success manager will serve as the IT Executive Team Leader's primary points of contact for this Service. They will help define and develop individualized strategies based on their priorities and initiatives. The IT Executive Team Member may interact monthly with the Executive Partner and Gartner to ensure ongoing engagement and delivery of value. Interactions may include: Strategy Meetings, Research Expert ("expert') interactions, local events, Symposium attendance, peer networking interactions,or EP teleconferences or meetings. Virtual Strategy Meetings may take place between the IT Executive Team Member and the Executive Partner to review and apply Executive Programs Research or other content and advice on issues of relevance to the IT Executive Team Member. A client success manager,an experienced service professional who understands the Client's context and priorities, helps the Client understand the entitlements of their Service, and provides personalized, proactive, concierge-level service as the single point of contact from Gartner, helps the team leverage the most relevant Gartner resources. The service professional facilitates a coordinated service approach for the team, as well as alignment between Team Members and the Leader. (b) Value Reviews — The EP will periodically conduct Value Reviews with the IT Executive Team Member against the IT Executive Team Member's Agenda. (c) Virtual Team Workshop — One (1) half-day annual strategy session (jointly determined by the Executive Partner and IT Executive Team Member) is facilitated by the Executive Partner and Rervice Description:Executive Programs Leadership Tearn:IT Executive Team Member, Version 3.2.August 2021 — Page I of 3 Exhibit C Gartner focuses on application of Executive Programs Research and action planning. Topic is selected by the IT Executive Team Member and the Executive Partner from a list of available Executive Programs workshops.The session may include non-Team Members up to a total of 25(twenty-five) participants. (d) Access to Research Experts Inquiry for the IT Executive Team Member--Participation is limited to the expert and the IT Executive Team Member.The inquiry topic may be-any area of Gartner-covered Research. Prioritized Scheduling—The IT Executive Team Member is entitled to prioritized scheduling for inquiry and 1-on-I sessions at Gartner 1T Symposium/Xpo. Research Briefing—One(1)briefing session per contract period with an expert,delivered remotely, not to exceed four(4)hours. The session may include Team Members and others from the Client's organization,up to a total of 25 (twenty-five)participants. (e) Conference Attendance at Gartner IT Symposium/XpoXm — One (1) complimentary, nontransferable invitation to attend Gartner IT Symposium/Xpo,as further referenced below. (f) Peer Networking Peer Directory—Access to searchable directory of senior technology leaders. Online Forums—Access to discussions of common issues among peers on gartner.com, including a private forum exclusive for Executive Programs Members and Leaders. Offline Meetups— Access to designated lounges at Gartner IT Symposium/Xpo. Facilitated Networking — Executive Partner will, upon request, arrange virtual meetings or conference calls with peers around a specific topic to discuss best practices or areas of expertise. (g) Leadership Development Research and related content—Customized professional development content for the development of technology leaders,targeted to Team Members. (h) Gartner for IT Leaders Research and related content — Includes Gartner Core IT and Role- specific Research; diagnostic tools,templates, and case studies; Weekly Picks and News Analysis; and webinars featuring Gartner experts. (i) Peer& Practitioner Research—Includes peer benchmarks, best practices,case studies,tools,and templates. (j) IT Key Metrics Data—Provides performance metrics on trends in IT spending and staffing, unit costs,and performance measures across critical IT domains. (k) Executive Programs Research and related content Research Reports—Up to 12 (twelve) Reports per year,covering Gartner-selected topics on areas where business and IT intersect.(Schedules are approximations and are dependent on the publication schedule of relevant Research.) Includes associated tools and teleconferences hosted by Executive Programs authors to discuss their Research Reports. Business Research and related content—Targeted to CIOs,CFOs,and other business executives. (1) IT Podcast Series — A subscription-based podcast series featuring Gartner Research experts' perspectives on business priorities and challenges on topics in information technology. Cervice Descnption:Executive Programs Leadership Team:1T Executive Team Member, Version 3.2.August-7021 —Page 2 of 3 Exhibit C Gartner ADDITIONAL USAGE INFORMATION The Conference intion entitles the Licensed User to register for one(1)Conference and is valid for 12 (twelve) months from the date of issue. A conference invitation provided as part of a Gartner Research offering is valid only for a conference during the contract term of that Research offering.Invitations are not transferable.A single invitation may not be used by more than one(1)employee of the client company and may not be used for admission to any conference other than the Gartner IT Symposium/Xpo Conference. Client companies around the world-trust Gartner to be objective and independent in its research and advice, and Gartner takes that responsibility seriously. To preserve the objectivity of research, Gartner does not promise clients favorable coverage or leads from its research experts. Gartner does not provide access to confidential client information,offer aid to secure capital funding, or sell any product for use in litigation. There are no exceptions. If you have questions,please email ombudsman@jzartner.com. Use of this Service is governed by the Gartner Usage Policy and the Gartner Content Compliance Policy which are accessible on the Policies section of Qartner.com. Service Description:Executive Progra»is Leddemhfp TeaM:IT Executive Team Member, Version 3.2,August 2021 — Page 3 of 3 Exhibit C Gartner SERVICE DESCRIPTION Attachment to the Service Agreement EXECUTIVE PROGRAMS LEADERSHIP TEAM: LEADER Executive Programs Leadership Team: Leader(the "Service") is designed for the most senior technology executive in the client organization ("Client'), typically the CIO, and his or her leadership team. The Service provides Client with (i) an ongoing advisory relationship with Gartner, and(ii) a thinking partner to contextualize Gartner insights. This Service requires the separate purchase of an Executive Programs Leadership Team Member Service. DELIVERABLES The Executive Programs Leadership Team is comprised of two sets of users: (i) the "Leader," and (ii) "Team Members," as set forth in the Service Agreement. Collectively, the Leader and his/her Team Members are"Licensed Users." 1. The Deliverables for the Leader are set forth below. • Assigned Service Delivery Team • Leadership Development Research • Value Reviews and Related Content • Virtual Team Workshop • Gartner for IT Leaders Research • Access to Research Experts and related content • Research Briefing • Peer& Practitioner Research • Gartner IT Symposium/Xpo' • IT Key Metrics Data with Executive Programs VIP Access • Executive Programs Research • Executive Programs Events and related content • Peer Networking • IT Podcast Series 2. Additional information on the Deliverables listed above include the following: (a) Assigned Service Delivery Team An Executive Partner with past experience in senior technology executive roles and a client success manager will serve as the IT Executive Team Leader's primary points of contact for this Service. They will help define and develop individualized strategies based on their priorities and initiatives ("Leader Agenda"). The Leader may interact on a monthly basis with the Executive Partner and Gartner to ensure ongoing engagement and delivery of value. Interactions may include: Strategy Meetings, Research Expert ("expert") interactions, local events, Symposium attendance, peer networking interactions, or Executive Partner teleconferences or meetings. Virtual Strategy Meetings between the Leader and by invitation of the Leader, one or more of the Leader's peers(typically the CEO,CFO, CXO, et al.), and the Executive Partner may be to review and apply Executive Programs Research, the annual Executive Programs CIO Agenda, or other relevant content,provide advice on issues of relevance to Leader,and/or to drive the Leader Agenda. The client success manager, an experienced service professional who understands the Client's context and priorities, helps the Client understand the entitlements of their Service, and provides personalized, proactive, concierge-level service as the single point of contact from Gartner, helps the team leverage the most relevant Gartner resources. The service professional facilitates a coordinated service approach for the team, as well as alignment between Team Members and the Leader. (b) Value Reviews The Executive Partner will periodically conduct Value Reviews with the Leader against the Leader Agenda. Service Description:Executive Programs Leadership Team:Leader. Version 9.2.August 2021 —Page I of 3 Exhibit C Gartner (c) Virtual Team Workshop A half-day annual strategy session (jointly determined by the Executive Partner and Leader), facilitated by the Executive Partner, which is focused on application of Executive Programs Research and action planning. Topic is selected by Leader and Executive Partner from a list of available Executive Programs workshops.The session may include non-Team Members up to a total of 25(twenty-five)participants. (d) Access to Research Experts Inquiry for the Leader—Provides access to Research Experts("experts")who are associated with this Service.Participation is limited to the expert,the Leader,and Team Members.The Leader must be present on the inquiry call and lead discussion and questions in order to advance the Leader Agenda. Leader may, on an occasional and infrequent basis (not to exceed 10 (ten) times per contract year, and not to exceed more than 25 (twenty-five) individuals per session), include in Inquiry sessions non-Team Members from within the Client's organization. Prioritized Scheduling—The Leader is entitled to prioritized scheduling for inquiry sessions and l-on-1 sessions at Gartner IT Symposium/Xpo. Research Briefing—One(1)briefing session per contract period with an expert,delivered remotely, not to exceed four(4) hours. The session may include Team Members and others from the Client's organization,up to a total of 25 (twenty-five)participants. (e) Conference and Events Attendance at Gartner IT Symposium/XpoT" — One (1) complimentary, nontransferable invitation to attend Gartner IT Symposium/Xpo, including standard Symposium entitlements and Executive Programs VIP access,as further referenced below. Executive Programs Events—Complimentary,nontransferable invitation to attend virtual Gartner Executive Programs Events, including regional CIO Leadership Forums,where available. (f) Peer Networking Peer Directory—Access to searchable directory of senior technology leaders and CEOs. Online Forums—Access to discussions of common issues among peers on gartner.com, including a private forum exclusive for Executive Programs Members and Leaders. Offline Meetups—Access to designated lounges at Gartner IT Symposium/Xpo. Facilitated Networking — Executive Partner will, upon request, arrange virtual meetings or conference calls with peers around a specific topic to discuss best practices or areas of expertise. (g) Leadership Development Research and related content—Customized professional development content for the development of technology leaders,targeted to Team Members. (h) Gartner for IT Leaders Research and related content Includes Gartner Core IT and Role-specific Research; diagnostic tools, templates, and case studies; Weekly Picks and News Analysis; and webinars featuring Gartner experts. (i) Peer& Practitioner Research—Includes peer benchmarks, best practices,case studies,tools,and templates. (j) IT Key Metrics Data Provides performance metrics on trends in IT spending and staffing, unit costs, and perfonnance measures across critical IT domains. (k) Executive Programs Research and related content Research Reports—Up to 12 (twelve) Reports per year,covering Gartner-selected topics on areas where business and IT intersect.(Schedules are approximations and are dependent on the publication schedule of relevant Research.) Includes associated tools and teleconferences hosted by Executive Programs authors to discuss their Research Reports. Business Research and related content—Targeted to CIOs,CFOs,and other business executives. Service Description:Executive Programs Leadership Team:Leader. version 9.Z August 2021 —Page 2 of 3 Exhibit C Gartner Note: For all Research Access(Letters(g)to(i)and(k),above)—Leader may,on an occasional and infrequent basis,forward to other individuals in Client's organization no more than 25(twenty- five)individual Gartner Research documents per contract year. This may not be done on a routine basis, or via posting on Client's intranet, or in any other manner that has the intent or effect of avoiding the purchase of additional Gartner User licenses. (1) IT Podcast Series — A subscription-based podcast series featuring Gartner Research experts' perspectives on business priorities and challenges on topics in information technology. s** ADDITIONAL USAGE INFORMATION The Conference invitation entitles the Licensed User to register for one(1)Conference and is valid for 12 (twelve) months from the date of issue. A conference invitation provided as part of a Gartner Research offering is valid only for a conference during the contract term of that Research offering. Invitations are not transferable.A single invitation may not be used by more than one(1)employee of-tl lient company and may not be used for admission to any conference other than the Gartner IT Symposium/Xpo Conference. Client companies around the world trust Gartner to be objective and independent in its research and advice, and Gartner takes that responsibility seriously. To preserve the objectivity of research, Gartner does not promise clients favorable coverage or leads from its research experts. Gartner does not provide access to confidential client information,offer aid to secure capital funding,or sell any product for use in litigation. There are no exceptions. If you have questions.please email ombudsmanngartncr.com. Use of this Service is governed by the Gartner Usage Policy and the Gartner Content Compliance Policy which are accessible on the Policies section of gartner_com. Service Description:Executive Program&Leadership Team:Leader, Version 9.2,August 2021 — Page 3 of 3 Exhibit C Gartner SERVICE DESCRIPTION Attachment to the Service Agreement IT NEWS AND INSIGHT FROM GARTNER IT News and Insight from Gartner(the"Service")provides clients("Client")with self-service online access to essential IT news and selected role-based Gartner Research. DELIVERABLES Each user designated by Client("Licensed User")receives the following Deliverables: • IT Research picks • Webinars • Industry Research picks ADDITIONAL USAGE INFORMATION Each Licensed User must establish and maintain a current profile on gartner.com. Each Licensed User will be issued a user ID and password,which are for their own personal use and which may not be shared with any other individual or group, either inside or outside of the client company. Client companies around the world trust Gartner to be objective and independent in its research and advice, and Gartner takes that responsibility seriously. To preserve the objectivity of research, Gartner does not promise Clients favorable coverage or leads from its research experts. Gartner does not provide access to confidential client information, offer aid to secure capital funding, or sell any product for use in litigation. There are no exceptions. If you have questions,please email ombudsmankizartner.com. Use of this Service is governed by the Gartner Usage Policy and the Gartner Content Compliance Policy which are accessible on the Policies section of izartner.com. Service Description:IT News and Insight from Gartner, Version 9.0,August 2021 — Page 1 of I Exhibit C Select EPLT product deliverables by seat type Leader IT Executive Advisor Robert Bash Sheri Walden Eric Matthews,Antoine Grayson Primary content Gartner IT Leaders research • Peer&Practitioner Technology research Gartner EXP research • Gartner Leadership Development research • Self-inquiry to Gartner research Self-inquiry to Gartner research Access to Research advisors advisors Self-inquiry to Gartner research &Advisory • Lead team inquiry Lead Team Inquiry advisors • Virtual research briefing Virtual research briefing Attend team inquiry • Symposium/ITxpo Symposium/ITxpo* Symposium/ITxpo • CIO Forum* Other EXP events* Events&meetings • Other EXP events • EP EP • Client Success Manager Service team • Client Success Manager • Client Success Manager • EP-led virtual team workshop EP-led virtual team workshop Attend virtual team workshop • Monthly virtual EP meeting Monthly virtual EP meeting Service delivery • Customized engagement/value plan Customized engagement/value plan • Virtual strategy meeting Virtual strategy meeting • Peer Connect w/private EXP group Peer Connect w/private EXP group Peer Connect • Facilitated networking Facilitated networking *Only difference in entitlements for IT Executive vs Team leader:IT Executive does not get CIO peer community related entitlements i.e. they do not get access to CIO Forum and do not get access to the VIP CIO experience at Symposium(they do get EXP lounge access and other EXP team entitlements). IT Executive gets invited to Office of the CIO AER(Virtual)vs Leader gets invited to CIO AER(Virtual). If the person in the IT Executive seat is in fact a CIO—an exception request can be made for CIO privileges.