HomeMy WebLinkAboutAgreement A-22-239 with Social Solutions Global Inc.pdf ii
DocuSign Envelope ID:A77B2448-5C99-4E51-8E24-18896F68DA66
Agreement No. 22-239
1 AGREEMENT
2 THIS AGREEMENT is made and entered into this 7t" day of June 2022, by and between
3 the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as
4 "COUNTY", and SOCIAL SOLUTIONS GLOBAL, INC., a corporation, whose address is 10801 N Mopac
5 Expy, Austin, Texas 78759, hereinafter referred to as "CONTRACTOR."
6 WITNESSETH:
7 WHEREAS, through its Department of Social Services (DSS) requires a Software as a Service
8 (SaaS) solution for County-contracted Child Abuse Prevention service providers to manage, track, and
9 document program-related services; and to also allow DSS the capacity to query management and
10 program outcome data from the provision of these services; and NOW,
11 WHEREAS, CONTRACTOR represents to COUNTY, that the software license, training, and
12 software maintenance of their system, known as Efforts to Outcomes (ETO), from CONTRACTOR, along
13 with professional services from CONTRACTOR would meet the stated needs of the COUNTY.
14 THEREFORE, in consideration of the mutual covenants, terms and conditions herein contained, the
15 parties hereto agree as follows:
16 1. CONTRACTOR'S OBLIGATIONS
17 A. CONTRACTOR shall perform all services as set forth in Exhibit A, Summary of
18 Services, attached hereto and incorporated herein by this reference. CONTRACTOR shall provide
19 specified services and activities pursuant to the staffing patterns and program expenses detailed in
20 Exhibit B, Budget Summary, attached hereto and incorporated herein by this reference.
21 B. CONTRACTOR'S Additional Terms. The parties agree that COUNTY's use of
22 CONTRACTOR'S services shall be subject to the terms and conditions set forth in Exhibit D, SSG
23 Additional Terms and Conditions, attached hereto and incorporated herein by this reference.
24 C. Order of Precedence. In the event of any inconsistency among the documents
25 that constitute this Agreement, the inconsistency shall be resolved by giving precedence in the following
26 order of priority: 1) to this Agreement, including Exhibits A, B, and C, and 2) to Exhibit D.
27 2. TERM
28 The term of this Agreement shall commence on July 1, 2022, through and including June 30,
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1 2025. This Agreement may be extended for two (2) additional consecutive twelve (12) month periods
2 upon written approval of both parties no later than thirty (60) days prior to the first day of the next twelve
3 (12) month extension period. The Director of the Department of Social Services (DSS) or his or her
4 designee is authorized to execute such written approval on behalf of COUNTY based on
5 CONTRACTOR'S satisfactory performance.
6 3. TERMINATION
7 A. Non-Allocation of Funds - The terms of this Agreement, and the services to be
8 provided hereunder, are contingent on the approval of funds by the appropriating government agency.
9 Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
10 terminated, at any time by giving the CONTRACTOR thirty (30) days advance written notice. COUNTY's
11 written notice of termination on this basis shall include appropriate documentation that funding is no
12 longer available for COUNTY's obligations under this Agreement. Such documentation may consist of a
13 letter or other official document signed by an authorized representative of the funding source confirming
14 that such funding has been terminated or reduced.
15 B. Breach of Contract - The COUNTY may immediately suspend or terminate this
16 Agreement in whole or in part, where in the determination of the COUNTY there is:
17 1) An illegal or improper use of funds;
18 2) A failure to comply with any term of this Agreement that remains uncured for
19 30 days after CONTRACTOR'S receipt of written notice specifying the failure to
20 comply and requesting cure;
21 3) A substantially incorrect or incomplete report submitted to the COUNTY; or
22 4) Improperly performed service.
23 In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any breach
24 of this Agreement or any default which may then exist on the part of the CONTRACTOR. Neither shall such
25 payment impair or prejudice any remedy available to the COUNTY with respect to the breach or default.
26 Without limiting the COUNTY's remedies in any way, the COUNTY shall have the right to demand of the
27 CONTRACTOR the repayment to the COUNTY of any funds disbursed to the CONTRACTOR under this
28 Agreement as a result of a fraudulent representation or act of CONTRACTOR in the judgment of the
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1 COUNTY. The CONTRACTOR shall promptly refund any such funds upon demand.
2 C. Without Cause - Under circumstances other than those set forth above, this
3 Agreement may be terminated by CONTRACTOR, COUNTY or COUNTY's DSS Director, or designee,
4 upon the giving of thirty (60) days advance written notice.
5 4. COMPENSATION
6 For actual services provided pursuant to the terms of this Agreement, COUNTY agrees to pay
7 CONTRACTOR and CONTRACTOR agrees to receive compensation in accordance with the Exhibit B,
8 Budget Summary.
9 In no event shall compensation paid for services performed under this Agreement be in excess of
10 Six Hundred Forty-Eight Thousand, Six Hundred Eighty-Five Dollars ($648,685) during the term of this
11 Agreement. For the period of July 1, 2022, to June 30, 2025, in no event shall compensation paid for
12 services performed under this agreement be in excess of Three Hundred Twenty-Nine Thousand Two
13 Hundred Eleven Dollars ($329,211). Should this Agreement be extended, the maximum compensation for
14 each subsequent 12-month period shall be as follows: July 1, 2025, to June 30, 2026, in no event shall
15 compensation paid for services performed under this Agreement be in excess of One Hundred Nine
16 Thousand Seven Hundred Thirty-Seven Dollars ($109,737), and for July 1, 2026 to June 30, 2027, in no
17 event shall compensation paid for services performed under this Agreement be in excess of One Hundred
18 Nine Thousand Seven Hundred Thirty-Seven Dollars ($109,737). Additionally, COUNTY agrees to pay
19 CONTRACTOR for actual costs incurred by CONTRACTOR for Additional Upgrades, Enhancements or
20 Other, at the request of the County, as shown in Exhibit B, not to exceed One Hundred Thousand Dollars
21 ($100,000).
22 It is understood that all expenses incidental to CONTRACTOR'S performance of services under
23 this Agreement shall be borne by CONTRACTOR. If COUNTY terminates this Agreement for any reason,
24 COUNTY shall be relieved of its obligation for further compensation. Any compensation which is not
25 expended by CONTRACTOR pursuant to the terms and conditions of this Agreement shall automatically
26 revert to COUNTY.
27 The services provided by the CONTRACTOR under this Agreement are funded in whole or in part
28 by the State of California and the United States Federal government. In the event that funding for these
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1 services is delayed by the State Controller or the Federal government, COUNTY may defer payment to
2 CONTRACTOR. COUNTY's written notice of deferred payment under this section shall include appropriate
3 documentation that funding is being delayed by the State Controller or the Federal government. The
4 amount of the deferred payment shall not exceed the amount of funding delayed to the COUNTY. The
5 period of time of the deferral by COUNTY shall not exceed the period of time of the State Controller's or
6 Federal government's delay of payment to COUNTY plus forty-five (45) days.
7 5. INVOICING
8 Except as set forth in Exhibit B, Budget Summary, CONTRACTOR shall invoice COUNTY's DSS
9 in arrears by the tenth (loth) of each month for expenditures incurred and services rendered in the
10 previous month to: DSSlnvoicesCa-)fresnocountyca.gov. Except as set forth in Exhibit B, payments by
11 COUNTY's DSS shall be in arrears for actual services provided during the preceding month, within forty-
12 five (45) days after receipt, verification, and approval of CONTRACTOR's invoices by COUNTY's DSS.
13 A monthly activity report shall accompany the invoice, reflecting services supported by the invoiced
14 expenditures and be in a form and in such detail as acceptable to the COUNTY's DSS. All final claims
15 for funding shall be submitted by CONTRACTOR within sixty (60) days following the final month of
16 services. At the discretion of COUNTY's DSS Director or his/her designee, COUNTY's DSS may deny
17 payment of any invoice received more than sixty (60) days following the final month of services.
18 At the discretion of COUNTY's DSS Director or designee, if an invoice is incorrect or is otherwise
19 not in proper form or detail, COUNTY's DSS Director or designee shall have the right to withhold
20 payment as to only that portion of the invoice that is incorrect or improper after five (5) days prior written
21 notice or email correspondence to CONTRACTOR. CONTRACTOR agrees to continue to provide
22 services for a period of ninety (90) days after written or email notification of an incorrect or improper
23 invoice. If after the ninety (90) day period the invoice has still not been corrected to COUNTY's DSS
24 satisfaction, COUNTY or COUNTY's DSS Director or designee may elect to terminate this Agreement,
25 pursuant to the termination provisions stated in Paragraph Three (3) of this Agreement.
26 6. MODIFICATION
27 A. Any matters of this Agreement may be modified from time to time by the written
28 consent of CONTRACTOR and COUNTY without, in any way, affecting the remainder.
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1 B. CONTRACTOR agrees that reductions to the maximum compensation set forth in
2 Section Four (4) of this Agreement may be necessitated by a reduction in funding from State or Federal
3 sources. Any such reduction to the maximum compensation may be made with the written approval of
4 COUNTY's DSS Director or designee and CONTRACTOR. CONTRACTOR further understands that
5 this Agreement is subject to any restrictions, limitations, or enactments of all legislative bodies which
6 affect the provisions, term, or funding of this agreement in any manner.
7 7. INDEPENDENT CONTRACTOR
8 In performance of the work, duties and obligations assumed by CONTRACTOR under this
9 Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of the
10 CONTRACTOR'S officers, agents, and employees will at all times be acting and performing as an
11 independent contractor, and shall act in an independent capacity and not as an officer, agent, servant,
12 employee, joint venturer, partner, or associate of the COUNTY. Furthermore, COUNTY shall have no
13 right to control or supervise or direct the manner or method by which CONTRACTOR shall perform its
14 work and function. However, COUNTY shall retain the right to administer this Agreement so as to verify
15 that CONTRACTOR is performing its obligations in accordance with the terms and conditions thereof.
16 CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and
17 regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof.
18 Because of its status as an independent contractor, CONTRACTOR shall have absolutely no
19 right to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be
20 solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee
21 benefits. In addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from all
22 matters relating to payment of CONTRACTOR'S employees, including compliance with Social Security
23 withholding and all other regulations governing such matters. It is acknowledged that during the term of
24 this Agreement, CONTRACTOR may be providing services to others unrelated to the COUNTY or to
25 this Agreement.
26 8. HOLD HARMLESS AND INDEMNIFICATION
27 CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY'S request,
28 defend the COUNTY, its officers, agents, and employees from any and all costs and expenses (including
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1 attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to COUNTY as a
2 result of a third party claim based on the performance, or failure to perform, by CONTRACTOR, its officers,
3 agents, or employees under this Agreement, and from any and all costs and expenses (including attorney's
4 fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm, or
5 corporation who may be injured or damaged by the performance, or failure to perform, of
6 CONTRACTOR, its officers, agents, or employees under this Agreement.
7 In addition, COUNTY and CONTRACTOR agree to the indemnification provisions set forth in
8 Exhibit D. The provisions of this Section Eight (8) shall survive termination of this Agreement.
9 9. INSURANCE
10 Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third
11 parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance
12 policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or
13 Joint Powers Agreement (JPA)throughout the term of the Agreement:
14 A. Commercial General Liability
15 Commercial General Liability Insurance with limits of not less than Two Million Dollars
16 ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This
17 policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including
18 completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal
19 liability or any other liability insurance deemed necessary because of the nature of this contract.
20 B. Automobile Liability
21 Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars
22 ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto
23 used in connection with this Agreement, including both owned and non-owned vehicles.
24 C. Professional Liability
25 If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in
26 providing services, Professional Liability Insurance with limits of not less than One Million Dollars
27 ($1,000,000.00) per occurrence, Two Million Dollars ($2,000,000.00) annual aggregate. CONTRACTOR
28 agrees that it shall maintain, at its sole expense, in full force and effect for a period of three (3) years
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1 following the termination of this Agreement, one or more policies of professional liability insurance with
2 limits of coverage as specified herein.
3 D. Worker's Compensation
4 A policy of Worker's Compensation insurance as may be required by the California Labor Code.
5 E. Cyber Liability
6 Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000
7 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken
8 by CONTRACTOR in this Agreement and shall include, but not be limited to, claims involving infringement
9 of intellectual property, including but not limited to infringement of copyright, trademark, trade dress,
10 invasion of privacy violations, information theft, damage to or destruction of electronic information, release
11 of private information, alteration of electronic information, extortion and network security. The policy shall
12 provide coverage for breach response costs as well as regulatory fines and penalties as well as credit
13 monitoring expenses with limits sufficient to respond to these obligations.
14 F. Technology Professional Liability (Errors and Omissions)
15 Technology Professional liability (errors and omissions) insurance with limits of not less than Two
16 Million Dollars ($2,000,000) per occurrence. Coverage must encompass all of the CONTRACTOR's
17 obligations under this Agreement, including but not limited to claims involving Cyber Risks.
18 Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security Breaches, which
19 may include Disclosure of Personal Information to an Unauthorized Third Party; (ii) breach of any of the
20 CONTRACTOR's obligations under Section 1 (One) of this Agreement; (iii) infringement of intellectual
21 property, including but not limited to infringement of copyright, trademark, and trade dress; (iv) invasion of
22 privacy, including release of private information; (v) information theft; (vi) damage to or destruction or
23 alteration of electronic information; (vii) extortion related to the CONTRACTOR's obligations under this
24 Agreement regarding electronic information, including Personal Information; (viii) network security; (ix)data
25 breach response costs, including Security Breach response costs; (x) regulatory fines and penalties related
26 to the CONTRACTOR's obligations under this Agreement regarding electronic information, including
27 Personal Information; and (xi) credit monitoring expenses.
28 G. Additional Requirements Relating to Insurance
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1 CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance
2 naming the County of Fresno, its officers, agents, and employees, individually and collectively, as
3 additional insured, but only insofar as the operations under this Agreement are concerned. Such
4 coverage for additional insured shall apply as primary insurance and any other insurance, or
5 self-insurance, maintained by COUNTY, its officers, agents, and employees shall be excess only and
6 not contributing with insurance provided under CONTRACTOR's policies herein. This insurance shall
7 not be cancelled or changed without a minimum of thirty (30) days advance written notice given to
8 COUNTY.
9 CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents, and
10 employees any amounts paid by the policy of worker's compensation insurance required by this
11 Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be
12 necessary to accomplish such waiver of subrogation, but CONTRACTOR's waiver of subrogation under
13 this paragraph is effective whether or not CONTRACTOR obtains such an endorsement.
14 Within Thirty (30) days from the date CONTRACTOR signs and executes this Agreement,
15 CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all of the
16 foregoing policies, as required herein, to the County of Fresno,
17 DSSContractlnsurance(a)_fresnocountyca.gov, Attention: Contract Analyst, stating that such insurance
18 coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and
19 employees will not be responsible for any premiums on the policies; that for such worker's
20 compensation insurance the CONTRACTOR has waived its right to recover from the COUNTY, its
21 officers, agents, and employees any amounts paid under the insurance policy and that waiver does not
22 invalidate the insurance policy; that such Commercial General Liability insurance names the County of
23 Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only
24 insofar as the operations under this Agreement are concerned; that such coverage for additional insured
25 shall apply as primary insurance and any other insurance, or self-insurance, maintained by COUNTY, its
26 officers, agents and employees, shall be excess only and not contributing with insurance provided under
27 CONTRACTOR's policies herein; and that this insurance shall not be cancelled or changed without a
28 minimum of thirty (30) days advance, written notice given to COUNTY.
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1 In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein
2 provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this
3 Agreement upon the occurrence of such event.
4 All policies shall be issued by admitted insurers licensed to do business in the State of
5 California, and such insurance shall be purchased from companies possessing a current A.M. Best, Inc.
6 rating of A FSC VI or better.
7 10. ASSIGNMENT AND SUBCONTRACTS
8 Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under
9 this Agreement without the prior written consent of the other party; provided, that CONTRACTOR may
10 assign this Agreement to an affiliate, a successor in connection with a merger, acquisition or consolidation,
11 or to the purchaser in connection with a sale of all or substantially all of its assets. Any transferee,
12 assignee or subcontractor will be subject to all applicable provisions of this Agreement, and all
13 applicable State and Federal regulations. CONTRACTOR shall be held primarily responsible by
14 COUNTY for the performance of any transferee, assignee or subcontractor unless otherwise expressly
15 agreed to in writing by COUNTY. The use of subcontractor by CONTRACTOR shall not entitle
16 CONTRACTOR to any additional compensation than is provided for under this Agreement.
17 11. CONFLICT OF INTEREST
18 No officer, employee or agent of the COUNTY who exercises any function or responsibility for
19 planning and carrying out of the services provided under this Agreement shall have any direct or indirect
20 personal financial interest in this Agreement. In addition, no employee of the COUNTY shall be employed
21 by the CONTRACTOR under this Agreement to fulfill any contractual obligations with the COUNTY. The
22 CONTRACTOR shall comply with all Federal, State of California and local conflict of interest laws, statutes
23 and regulations, which shall be applicable to all parties and beneficiaries under this Agreement and any
24 officer, employee or agent of the COUNTY.
25 12. DISCLOSURE OF SELF-DEALING TRANSACTIONS
26 This provision is only applicable if the CONTRACTOR is operating as a corporation (a for-profit
27 or non-profit corporation) or if during the term of the agreement, the CONTRACTOR changes its status
28 to operate as a corporation.
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1 Members of the CONTRACTOR's Board of Directors shall disclose any self-dealing
2 transactions that they are a party to while CONTRACTOR is providing goods or performing services
3 under this agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR
4 is a party and in which one or more of its directors has a material financial interest. Members of the
5 Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and
6 signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit C, and incorporated
7 herein by reference, and submitting it to the COUNTY prior to commencing with the self-dealing
8 transaction or immediately thereafter.
9 13. NON-DISCRIMINATION
10 During the performance of this Agreement, CONTRACTOR and its officers, employees, agents and
11 subcontractors shall not unlawfully discriminate in violation of any Federal, State or local law, rule or
12 regulation against any employee or applicant for employment, or recipient of services under this
13 Agreement, because of ethnic group identification, gender, gender identity, gender expression, sexual
14 orientation, color, physical disability, mental disability, medical condition, national origin, race, ancestry,
15 marital status, religion, or religious creed.
16 A. Domestic Partners and Gender Identity
17 For State fund-funded contracts of$100,000 or more, CONTRACTOR certifies that it
18 complies with Public Contract Code Section 10295.3.
19 B. Americans with Disabilities Act
20 CONTRACTOR shall comply with the Americans with Disabilities Act (ADA) of 1990,
21 which prohibits discrimination on the basis of disability, as well as all applicable regulations and
22 guidelines issued pursuant to the ADA (42 U.S.C. 12101 et seq.)
23 C. CONTRACTOR shall include the non-discrimination and compliance provisions of
24 this section in all subcontracts to perform work under this Agreement.
25 14. LIMITED ENGLISH PROFICIENCY
26 CONTRACTOR shall provide interpreting and translation services to persons participating in
27 CONTRACTOR's services who have limited or no English language proficiency, including services to
28 persons who are deaf or blind. Interpreter and translation services shall be provided as necessary to
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1 allow such participants meaningful access to the programs, services and benefits provided by
2 CONTRACTOR. Interpreter and translation services, including translation of CONTRACTOR's "vital
3 documents" (those documents that contain information that is critical for accessing CONTRACTOR's
4 services or are required by law) shall be provided to participants at no cost to the participant.
5 CONTRACTOR shall ensure that any employees, agents, subcontractor, or partners who interpret or
6 translate for a program participant, or who directly communicate with a program participant in a
7 language other than English, demonstrate proficiency in the participant's language and can effectively
8 communicate any specialized terms and concepts peculiar to CONTRACTOR's services.
9 15. CONFIDENTIALITY
10 All services performed by CONTRACTOR under this Agreement shall be in strict conformance with
11 all applicable Federal, State of California and/or local laws and regulations relating to confidentiality.
12 16. DATA SECURITY
13 For the purpose of preventing the potential loss, misappropriation or inadvertent disclosure of
14 COUNTY data including sensitive or personal client information; abuse of COUNTY resources; and/or
15 disruption to COUNTY operations, individuals and/or agencies that enter into a contractual relationship
16 with COUNTY for the purpose of providing services under this Agreement must employ adequate data
17 security measures to protect the confidential information provided to CONTRACTOR by COUNTY,
18 including but not limited to the following:
19 A. CONTRACTOR-Owned Mobile/Wireless/Handheld Devices may not be
20 connected to COUNTY networks via personally owned mobile, wireless or handheld devices, except
21 when authorized by COUNTY for telecommuting and then only if virus protection software currency
22 agreements are in place, and if a secure connection is used.
23 B. CONTRACTOR-Owned Computers or Computer Peripherals may not be brought
24 into COUNTY for use, including and not limited to mobile storage devices, without prior authorization
25 from COUNTY's Chief Information Officer or her designee. Data must be stored on a secure server
26 approved by COUNTY and transferred by means of a VPN (Virtual Private Network) connection, or
27 another type of secure connection of this type if any data is approved to be transferred.
28 C. County-Owned Computer Equipment— CONTRACTOR or anyone having an
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1 employment relationship with COUNTY may not use COUNTY computers or computer peripherals on
2 non-COUNTY premises without prior authorization from COUNTY's Chief Information Officer or her
3 designee.
4 D. CONTRACTOR may not store COUNTY's private, confidential or sensitive data
5 on any hard-disk drive.
6 E. CONTRACTOR are responsible to employ strict controls to ensure the integrity
7 and security of COUNTY's confidential information and to prevent unauthorized access to data
8 maintained in computer files, program documentation, data processing systems, data files and data
9 processing equipment which stores or processes COUNTY data internally and externally.
10 F. Confidential client information transmitted to one party by the other by means of
11 electronic transmissions must be encrypted according to Advanced Encryption Standards (AES) of 128
12 BIT or higher. Additionally, a password or pass phrase must be utilized.
13 G. CONTRACTOR is responsible to immediately notify COUNTY of any breaches of
14 security related to COUNTY's confidential information, data maintained in computer files, program
15 documentation, data processing systems, data files and data processing equipment which stores or
16 processes COUNTY data internally or externally. In no event shall this notice be provided later than 30
17 days after the date CONTRACTOR first became aware of the breach.
18 H. CONTRACTOR shall require its subcontractors to comply with the provisions of
19 this Data Security section.
20 17. CLEAN AIR AND WATER
21 In the event the funding under this Agreement exceeds One Hundred Fifty Thousand and
22 No/100 Dollars ($150,000.00), CONTRACTOR shall comply with all applicable standards, orders or
23 requirements issued under the Clean Air Act, as amended, 42 U.S. Code 7401 et seq., and the Federal
24 Water Pollution Control Act, 33 U.S. Code 1251 et seq. Under these laws and regulations,
25 CONTRACTOR shall:
26 A. Assure the COUNTY that no facility shall be utilized in the performance of this
27 Agreement that has been listed on the Environmental Protection Agency (EPA) list of Violating Facilities;
28 B. Notify COUNTY prior to execution of this Agreement of the receipt of any
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1 communication from the Director, Office of Federal Activities, U.S. EPA indicating that a facility to be
2 utilized in the performance of this Agreement is under consideration to be listed on the EPA list of
3 Violating Facilities;
4 C. Report each violation of the above laws to COUNTY and understand and agree
5 that the COUNTY will, in turn, report each violation as required to assure notification to the Federal
6 Emergency Management Agency (FEMA) and the appropriate Environmental Protection Agency
7 Regional Office; and
8 D. Include these requirements in each subcontract exceeding $150,000 financed in
9 whole or in part with federal assistance.
10 18. PROCUREMENT OF RECOVERED MATERIALS
11 In the performance of this Agreement, CONTRACTOR shall comply with section 6002 of the
12 Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The
13 requirements of Section 6002 include procuring only items designated in guidelines of the
14 Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of
15 recovered materials practicable, consistent with maintaining a satisfactory level of competition, where
16 the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the
17 preceding fiscal year exceeded $10,000. For contracts meeting this threshold CONTRACTOR shall
18 make maximum use of products containing recovered materials that are EPA- designated items unless
19 the product cannot be acquired:
20 1) Competitively within a timeframe providing for compliance with the
21 contract performance schedule;
22 2) Meeting contract performance requirements; or
23 3) At a reasonable price.
24 19. DRUG-FREE WORKPLACE REQUIREMENTS
25 For purposes of this paragraph, CONTRACTOR will be referred to as the "grantee". By drawing
26 funds against this grant award, the grantee is providing the certification that is required by regulations
27 implementing the Drug-Free Workplace Act of 1988, 45 CFR Part 76, Subpart F. These regulations
28 require certification by grantees that they will maintain a drug-free workplace. False certification or
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1 violation of the certification shall be grounds for suspension of payments, suspension or termination of
2 grants, or government wide suspension or debarment. CONTRACTOR shall also comply with the
3 requirements of the Drug-Free Workplace Act of 1990 (California Government Code section 8350 et
4 seq.).
5 20. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY
6 AND VOLUNTARY EXCLUSION-LOWER TIER COVERED TRANSACTIONS
7 A. COUNTY and CONTRACTOR recognize that CONTRACTOR is a recipient of
8 Federal assistance funds under the terms of this Agreement. By signing this Agreement,
9 CONTRACTOR agrees to comply with applicable Federal suspension and debarment regulations,
10 including but not limited to: 7CFR 3016.35, 29 CRF 97.35, 45 CFR 92.35, and Executive Order 12549.
11 By signing this Agreement, CONTRACTOR attests to the best of its knowledge and belief, that it and its
12 principals:
13 1) Are not presently debarred, suspended, proposed for debarment, declared
14 ineligible, or voluntarily excluded from participation in this transaction by any Federal department or
15 agency; and
16 2) Shall not knowingly enter into any lower tier covered transaction with an entity
17 or person who is debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
18 excluded from participation in this transaction by any Federal department or agency.
19 B. CONTRACTOR shall provide immediate written notice to COUNTY if at any time
20 during the term of this Agreement CONTRACTOR learns that the representations it makes above were
21 erroneous when made or have become erroneous by reason of changed circumstances
22 C. CONTRACTOR shall include a clause titled "Certification Regarding Debarment,
23 Suspension, Ineligibility, and Voluntary Exclusion — Lower Tier Covered Transactions" and similar in
24 nature to this Paragraph Twenty (20) in all lower tier covered transactions and in all solicitations for
25 lower tier covered transactions.
26 D. CONTRACTOR shall, prior to soliciting or purchasing goods and services in excess of
27 $25,000 funded by this Agreement, review and retain the proposed vendor's suspension and debarment
28 status at https://sam.gov/SAM/.
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1 E. The certification in Paragraph Twenty (20) of this Agreement is a material
2 representation of fact upon which COUNTY relied in entering into this Agreement.
3 21. GRIEVANCES
4 CONTRACTOR shall establish procedures for handling client complaints and/or grievances.
5 Such procedures will include provisions for informing clients of their rights to a State Hearing to resolve
6 such issues when appropriate.
7 22. PROHIBITION ON PUBLICITY
8 None of the funds, materials, property or services provided directly or indirectly under this
9 Agreement shall be used for CONTRACTOR's advertising, fundraising, or publicity (i.e., purchasing of
10 tickets/tables, silent auction donations, etc.) for the purpose of self-promotion. Notwithstanding the
11 above, publicity of the services described in Paragraph One (1) of this Agreement shall be allowed as
12 necessary to raise public awareness about the availability of such specific services when approved in
13 advance by the Director or designee and at a cost as provided by CONTRACTOR in writing for such
14 items as written/printed materials, the use of media (i.e., radio, television, newspapers) and any other
15 related expense(s).
16 23. LOBBYING AND POLITICAL ACTIVITY
17 None of the funds provided under this Agreement shall be used for publicity, lobbying or
18 propaganda purposes designed to support or defeat legislation pending in the Congress of the United
19 States of America or the Legislature of the State of California.
20 CONTRACTOR shall not directly or indirectly use any of the funds under this Agreement for any
21 political activity or to further the election or defeat of any candidate for public office.
22 24. STATE ENERGY CONSERVATION
23 CONTRACTORS must comply with the mandatory standard and policies relating to energy
24 efficiency which are contained in the State Energy Conservation Plan issued in compliance with 42 United
25 States (US) Code sections 6321, et. Seq.
26 25. FRATERNIZATION
27 CONTRACTOR shall establish procedures addressing fraternization between CONTRACTOR'S
28 staff and clients. Such procedures will include provisions for informing CONTRACTOR'S staff and
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1 clients regarding fraternization guidelines.
2 26. INTERPRETATION OF LAWS AND REGULATIONS
3 COUNTY reserves the right to make final interpretations or clarifications on issues relating to
4 Federal and State laws and regulations, to ensure compliance.
5 27. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS
6 CONTRACTOR, its officers, consultants, subcontractors, agents and employees shall comply
7 with all applicable State, Federal and local laws, regulations, and executive orders, as well as Federal
8 policies, procedures, and directives governing projects that utilize State and Federal Funds. This
9 includes laws, rules and regulations that pertain to construction, health and safety, labor, fair
10 employment practices, environmental protection, equal opportunity, fair housing, and all other matters
11 applicable or related to CONTRACTOR's services, the CONTRACTOR, its subcontractors, and all
12 eligible activities.
13 CONTRACTOR shall be responsible for obtaining all permits, licenses, and approvals required
14 for performing any activities under this Agreement, including those necessary to perform design,
15 implementation, operation, and maintenance of the activities. CONTRACTOR shall be responsible for
16 observing and complying with any applicable federal, state, and local laws, rules, and regulations
17 affecting any such work, specifically those including, but not limited to, environmental protection,
18 procurement, and safety laws, rules, regulations, and ordinances. CONTRACTOR shall provide copies
19 of permits and approvals to COUNTY upon request.
20 28. NO OBLIGATION BY FEDERAL GOVERNMENT
21 The Federal Government is not a party to this contract and is not subject to any obligations or
22 liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from
23 this Agreement.
24 29. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR
25 RELATED ACTS
26 CONTRACTOR acknowledges that 31 U.S.C. Chapter 38 (Administrative Remedies for False
27 Claims and Statements) applies to CONTRACTOR's actions pertaining to this contract.
28 30. RECORDS
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DocuSign Envelope ID:A77B2448-5C99-4E51-8E24-18896F68DA66
1 A. Record Establishment and Maintenance
2 CONTRACTOR shall establish and maintain records in accordance with those
3 requirements prescribed by COUNTY, with respect to all matters covered by this Agreement.
4 CONTRACTOR shall retain all fiscal books, account records and client files for services performed
5 under this Agreement for at least five (5) years from date of final payment under this Agreement or until
6 all State and Federal audits are completed for that fiscal year, whichever is later.
7 B. Cost Documentation
8 1) CONTRACTOR shall submit to COUNTY within ten (10) calendar days following the
9 end of each month, all fiscal and program reports for that month. CONTRACTOR shall also furnish to
10 COUNTY such statements, records, data and information as COUNTY may request pertaining to
11 matters covered by this Agreement. In the event that CONTRACTOR fail to provide reports as provided
12 herein, it shall be deemed sufficient cause for COUNTY to withhold payments until compliance is
13 established.
14 2) All costs shall be supported by properly executed payrolls, time records, invoices,
15 vouchers, orders, or any other accounting documents pertaining in whole or in part to this Agreement
16 and they shall be clearly identified and readily accessible. The support documentation must indicate the
17 line budget account number to which the cost is charged.
18 3) COUNTY shall notify CONTRACTOR in writing within thirty (30) days of any potential
19 State or Federal audit exception discovered during an examination. Where findings indicate that
20 program requirements are not being met and State or Federal participation in this program may be
21 imperiled in the event that corrections are not accomplished by CONTRACTOR within thirty (30) days of
22 receipt of such notice from COUNTY, written notification thereof shall constitute COUNTY'S intent to
23 terminate this Agreement.
24 C. Service Documentation
25 CONTRACTOR agree to maintain records to verify services under this Agreement
26 including names and addresses of clients served, if applicable, and the dates of service and a
27 description of services provided on each occasion. These records and any other documents pertaining
28 in whole or in part to this Agreement shall be clearly identified and readily accessible.
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DocuSign Envelope ID:A77B2448-5C99-4E51-8E24-18896F68DA66
1 31. AUDITS AND INSPECTIONS
2 Upon reasonable request by COUNTY, CONTRACTOR shall make available to the COUNTY for
3 examination all of its records and data with respect to the matters covered by this Agreement. The
4 CONTRACTOR shall, upon reasonable request by the COUNTY, permit the COUNTY to audit and inspect
5 all of such records and data necessary to ensure CONTRACTOR'S compliance with the terms of this
6 Agreement. Such audit shall not occur more than once every twelve (12) month period. COUNTY shall
7 provide at least fifteen (15) business days prior written notice prior to any audit.
8 If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be subject
9 to the examination and audit of the Auditor General for a period of one (1) year after final payment under
10 contract (California Government Code Section 8546.7).
11 32. CHILD SUPPORT COMPLIANCE ACT
12 If this Agreement includes State funding in excess of$100,000, the CONTRACTOR
13 acknowledges in accordance with Public Contract Code 7110, that:
14 A. CONTRACTOR recognizes the importance of child and family support obligations
15 and shall fully comply with all applicable state and federal laws relating to child and family support
16 enforcement, including, but not limited to, disclosure of information and compliance with earnings
17 assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of
18 the Family Code; and
19 B. CONTRACTOR to the best of its knowledge is fully complying with the earnings
20 assignment orders of all employees and is providing the names of all new employees to the New Hire
21 Registry maintained by the California Employment Development Department.
22 33. PRIORITY HIRING CONSIDERATIONS
23 If this Agreement includes State funding and services in excess of$200,000, CONTRACTOR
24 shall give priority consideration in filling vacancies in positions funded by the Agreement to qualified
25 recipients of aid under Welfare and Institutions Code Section 11200 in accordance with Public Contract
26 Code Section 10353.
27 34. CONTRACTOR'S NAME CHANGE
28 An amendment, assignment, or new agreement is required to change the name of
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1 CONTRACTOR as listed on this Agreement. Upon receipt of legal documentation of the name change
2 COUNTY will process the agreement. Payment of invoices presented with a new name cannot be paid
3 prior to approval of said agreement.
4 35. PUBLIC INFORMATION
5 CONTRACTOR shall disclose COUNTY as a funding source in all public information and
6 program materials developed in support of contracted services.
7 36. NOTICES
8 The persons and their addresses having authority to give and receive notices under this
9 Agreement include the following:
10 COUNTY CONTRACTOR
11 Director of Social Services, County of Fresno Executive Director
P.O. Box 1912 Social Solutions Global, Inc.
12 Fresno, CA 93717-1912 10801 N Mopac Expy,
13 Austin, Texas 78759
14 All notices between the COUNTY and CONTRACTOR provided for or permitted under this
15 Agreement must be in writing and delivered either by personal service, by first-class United States mail, or
16 by an overnight commercial courier service. A notice delivered by personal service is effective upon
17 service to the recipient. A notice delivered by first-class United States mail is effective three COUNTY
18 business days after deposit in the United States mail, postage prepaid, addressed to the recipient. A notice
19 delivered by an overnight commercial courier service is effective one COUNTY business day after deposit
20 with the overnight commercial courier service, delivery fees prepaid, with delivery instructions given for next
21 day delivery, addressed to the recipient. For all claims arising out of or related to this Agreement, nothing in
22 this section establishes, waives, or modifies any claims presentation requirements or procedures provided
23 by law, including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government
24 Code, beginning with section 810).
25 37. CHANGE OF LEADERSHIP/MANAGEMENT
26 In the event of any change in the status of CONTRACTOR's leadership or management,
27 CONTRACTOR shall provide written notice to COUNTY within thirty (30) days from the date of change.
28 Such notification shall include any new leader or manager's name and address. "Leadership or
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DocuSign Envelope ID:A77B2448-5C99-4E51-8E24-18896F68DA66
1 management" shall include any employee, member, or owner of CONTRACTOR who either a) directs
2 individuals providing services pursuant to this Agreement, b) exercises control over the manner in which
3 services are provided, or c) has authority over CONTRACTOR's finances.
4 38. ELECTRONIC SIGNATURE
5 The parties agree that this Agreement may be executed by electronic signature as provided in this
6 section. An "electronic signature" means any symbol or process intended by an individual signing this
7 Agreement to represent their signature, including but not limited to (1) a digital signature; (2) a faxed
8 version of an original handwritten signature; or(3) an electronically scanned and transmitted (for example
9 by PDF document) of a handwritten signature. Each electronic signature affixed or attached to this
10 Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing this
11 Agreement for all purposes, including but not limited to evidentiary proof in any administrative or judicial
12 proceeding, and (2) has the same force and effect as the valid original handwritten signature of that person.
13 The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the
14 Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1).
15 Each party using a digital signature represents that it has undertaken and satisfied the requirements of
16 Government Code section 16.5, subdivision (a), paragraphs (1) through (5), and agrees that each other
17 party may rely upon that representation. This Agreement is not conditioned upon the parties conducting the
18 transactions under it by electronic means and either party may sign this Agreement with an original
19 handwritten signature.
20 39. GOVERNING LAW
21 Venue for any action arising out of or related to this Agreement shall only be in Fresno County,
22 California. The rights and obligations of the parties and all interpretation and performance of this Agreement
23 shall be governed in all respects by the laws of the State of California.
24 40. DISPUTES
25 In the event of any dispute, claim, question, or disagreement arising from or relating to this
26 Agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute,
27 claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good
28 faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to
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DocuSign Envelope ID:A77B2448-5C99-4E51-8E24-18896F68DA66
1 both parties. During this time, the parties will continue meeting their contract responsibilities. If the
2 parties do not reach such solution within a period of 60 days, then the parties may take whatever action
3 is available to them by law.
4 41. SEVERABILITY
5 If anything in this Agreement is found by a court of competent jurisdiction to be unlawful or
6 otherwise unenforceable, the balance of this Agreement remains in effect, and the parties shall make
7 best efforts to replace the unlawful or unenforceable part of this Agreement with lawful and enforceable
8 terms intended to accomplish the parties' original intent.
9 42. ENTIRE AGREEMENT
10 This Agreement constitutes the entire agreement between the CONTRACTOR and COUNTY
11 with respect to the subject matter hereof and supersedes all previous Agreement negotiations,
12 proposals, commitments, writings, advertisements, publications, and understanding of any nature
13 whatsoever unless expressly included in this Agreement.
14
15
16
17
18
19
20
21
22
23
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DocuSign Envelope ID:A77B2448-5C99-4E51-8E24-18896F68DA66
1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
2 year first hereinabove written.
3 CONTRACTOR. DoeuSigned by: COU TY -— FRESNO
4 [6ADC36A7CC8F=40A.
5 Brian Pacheco, Chairman of the
Erin Nelson Board of Supervisors of the County of Fresno
6 Print Name:
CEO
7 Title:
Chairman of the Board, or
8 President, or any Vice President
ATTEST:
9 Bernice E. Seidel
DocuSigned by: Clerk of the Board of Supervisors
10 E54".4" County of Fresno, State of California
11 73AFASB2F2EF403-
12 Kenneth Saunders
Print Name: By: WLI, 7
13 CFOV Deputy
Title:
14 Secretary (of Corporation), or
15 any Assistant Secretary, or
Chief Financial Officer, or
16 any Assistant Treasurer
17
18 Mailing Address:
19 10801 N Mopac Expy.
20 Austin, Texas 78759
21
Contact: Erin Mulligan Nelson
22 Phone No: (512) 217-9862
23
24 FOR ACCOUNTING USE ONLY:
Fund/Subclass: 0001/10000
25 ORG No.: 56107001
26 Account No.: 7870/0
27
28
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DocuSign Envelope ID:A77B2448-5C99-4E51-8E24-18896F68DA66
Exhibit A
Page 1 of 8
SUMMARY OF SERVICES
ORGANIZATION: Social Solutions Global, Inc
SERVICES: Efforts to Outcomes— Case Management Database
ADDRESS: 10801 N Mopac Expy,
Austin, Texas 78759
TELEPHONE: (443) 460-3432
(773) 551-1507
CONTACT(s): Ken Saunders, Chief Financial and Operating Officer
Nicholas Musillami, Vice President of Public Sector Sales
EMAIL: nmusillami@SocialSolutions.com
SERVICE DESCRIPTION
Social Solutions Global, Inc., henceforth referred to as CONTRACTOR, shall be responsible for
implementing, training and providing technical support for Efforts to Outcomes (ETO), a web-
based comprehensive case management and reporting database. The database will be utilized
by designated DSS staff and selected County contracted vendors that provide child abuse
prevention
CONTRACTOR'S RESPONSIBILITIES
A. Services to be provided by CONTRACTOR to COUNTY
1. Users: CONTRACTOR will provide a case management database for 100 users.
Additional users may be added during the terms of this contract. Cost of the additional
users is listed in Exhibit B of this Agreement.
2. System Upgrades: CONTRACTOR shall work in conjunction with DSS staff to implement
ETO. Implementation shall include the following:
I. Plan Phase: Includes deliverables including the project work plan, project
management plan, and kick-off meeting.
II. Design Phase: Review of design requirements, core outputs and outcomes.
Documentation of the "blueprint" of the solution.
III. Build Phase: Includes construction, configuration and the initial demonstration of the
system as outlined in the blueprint.
IV. Testing Phase: Includes testing of the system to confirm that the system operates as
defined in the design stage and identify any defects that need to be corrected prior to
going live in production. Required changes resulting from the testing phase will be
discussed, and if covered under the Agreement, shall be completed by
CONTRACTOR.
V. Support Phase: Includes transition to the support department who will be the primary
contact for Support, as defined in Section 3 of Exhibit D Additional Terms and
Conditions as the County moves forward.
DocuSign Envelope ID:A77B2448-5C99-4E51-8E24-18896F68DA66
Exhibit A
Page 2 of 8
3. Training: CONTRACTOR will work in conjunction with DSS staff to provide the listed
training in accordance with the costs specified in Exhibit B, Budget Summary. At an
additional cost, custom training packages can be tailored to meet the County's needs.
I. On-site Training: CONTRACTOR will conduct on-site "train-the-trainer" training of the
ETO system during System Implementation, as set forth in Section 2 of this Exhibit
A, to designated DSS staff and selected County contracted vendors that provide
child abuse prevention services. Training will be provided at County of Fresno DSS
for 12-20 end users.
II. Web-based Training: Training will be provided for annual administrator and report
writer monthly. Two seats are allocated for administrator training and one seat is
allocated for report writer training. Licenses are transferable if trained users leave
DSS.
III. On-going Training: CONTRACTOR will provide free online Litmos Training portal to
County. Topics will be determined by CONTRACTOR.
4. Additional Upgrades/Enhancements/Other: CONTRACTOR will work in conjunction
with DSS staff to discuss and implement any additional upgrades, enhancements, user
subscriptions, additional training, travel, and other areas of need.
B. Maintenance and Support
ETO maintenance and support is defined in Section 3 of Exhibit D Additional Terms and
Conditions. The first day of production use will be mutually identified by COUNTY and
CONTRACTOR. CONTRACTOR will support day-to-day operation of the System as follows:
1. Customer Support: Basic Support: When Customer Support is contacted, a case will
be entered into CONTRACTOR's Customer Relationship Management (CRM) system
resulting in a unique case number. This case number will be provided to the user and
will be left open until the case is resolved. Each time a user contacts Support with a
different question or issue, a new case will be entered into the CRM system.
2. Contacting Customer Support: CONTRACTOR provides several different ways to
contact Customer Support:
I. Online Help Manual: Users can access searchable online Help Manual to find out
how to use all software features, locate answers to FAQs, or watch recorded
trainings (available 24/7).
II. Customer Portal: Users can log into the Customer Portal to contact Support, update
cases or check issues and case statues, or check Knowledge Base (available 24/7).
This is accessible to all ETO administrators via the Support link under Help in the
upper right hand corner of ETO.
III. Phone support: Users can call Customer Support at 866-732-3560 x 2 to speak with
a live Customer Support Representative.
IV. Chat support: Users can chat with a live representative by clicking Help in the upper
right hand corner of the software and then clicking Support to access the portal.
V. Email support: Users can email support@socialsolutions.com (ETO software users)
directly or send a message through the software by clicking on the Help link in the
upper right corner of the software and then clicking Support.
3. Response Time for Basic Email/Portal Support: Response times may vary and is
highly dependent upon the volume of cases. Initial target response time ranges
depending on the priority of the case submitted. Details and definitions of case priorities
and target response times are provided in the table below. In order to provide the
highest level of service, Critical/Business Down cases will be reviewed first; if the case
does not meet the definition of a Critical/Business Down case, then the response will be
based on the actual priority of the question, request, or concern.
DocuSign Envelope ID:A77B2448-5C99-4E51-8E24-18896F68DA66
Exhibit A
Page 3 of 8
If a case is not submitted through the designated Contact Us pages or the portal, the
priority will default to Medium unless it explicitly states otherwise within the subject of
the message. Case priorities can be adjusted after the case has been submitted if
additional information is provided/discovered that causes the priority to either increase
or decrease. If the case priority is adjusted by a Customer Support Representative, the
representative will notify user of the change and provide an explanation for the change.
Priority Details/Definition
Services have stopped or are severely impacted with no acceptable
workaround. Critical/Business Down requests can apply to removal
of users for security purposes from the software, reports due within
Critical/ a limited time frame, features or reports not functioning causing
Business possible data loss, data corruption, or significant financial impact.
Down User reporting these cases should be readily available for
additional follow up questions or troubleshooting. Target response
time is one business hour.
Use of the software is continuing but there is serious impact on
business operations. Software is operational with one or more
important features unavailable with no acceptable workaround. High
High priority requests can apply to time sensitive cases or cases that
require significant investigation and need to be addressed quickly.
Target response time is two business hours.
Use of the software is continuing but there is moderate impact on
business operations. Software is operational with one or more
important features unavailable but there is an acceptable
Medium workaround. Medium priority requests can apply to time sensitive
cases or cases that require significant investigation and need to be
addressed quickly. Target response time is 16 business hours.
Software is operational with problems or errors which have little
impact on system operations. There is no time limitation involved and
the response will not impact immediate business operations. Low
Low priorities can apply to enhancement requests, questions on best
practice, request for more information on a specific feature, spelling
or grammar errors, or comments on the software. Target response is
one business day.
4. Support via Chat: Chat is answered in real time in the order in which they are
received. If no representatives are available, questions should be sent via email and it
will be answered in the order in which it is received. For all chat interactions,
CONTRACTOR will try to answer the user's question(s) while on chat. If for some
reason this is not possible, the targeted response time for following up on a chat with
questions left unanswered ranges from two hours to one business day depending on
DocuSign Envelope ID:A77B2448-5C99-4E51-8E24-18896F68DA66
Exhibit A
Page 4 of 8
the level of research needed to investigate and answer the user's question. The
response time may be longer if the case is escalated to a higher level Support Team
member, but the user will receive updates while the representative continues to work on
the case. Users should not use chat support for more complex questions or issues,
such as ETO Results related questions or troubleshooting technical issues on your
computer, such as the inability to open a report. These types of questions should be
handled via phone or email.
5. Support via Phone: Calls will be taken in real time and are answered in the order in
which they were received. If a user wishes to leave a voicemail, the next available
representative will respond to the voicemail, typically within one hour. For all phone
interactions, CONTRACTOR will try to answer the user's question(s) while on the
phone. If for some reason this is not possible, the targeted response time for following
up on a call with questions left unanswered ranges from four hours to one business day
depending on the level of research needed to investigate and answer the user's
question. The response time may be longer if the case is escalated to a higher level
Support Team member, but the user will receive updates while the representative
continues to work on the case. The response time may be longer if the case is
escalated to a higher level Support Team member, but the user will receive updates
while the representative continues to work on the case.
6. Support Hours: During the term of this Agreement, CONTRACTOR shall provide
unlimited support and technical assistance to COUNTY's designated representatives by
toll-free phone, online chat, email, and CONTRACTOR's online customer support portal
access including self-service knowledge base.
Social Solutions Customer Support shall be available by phone and email during the
following business hours: Monday— Friday 4:00 am — 5:00 pm Pacific Standard Time
(PST).
Chat support shall be available Monday— Friday 6:00 am —2:00 pm (PST)
Social Solutions Customer Support checks email for major issues from 5:00 pm —
8:00pm (PST) Monday—Thursday, 3:00 pm — 8:00 pm (PST) on Friday, and 7:00 am —
5:00 pm (PST) on Saturday, Sunday, and holidays. This is only intended to be used for
major issues; for example, a server running out of memory or a reporting server down.
7. Resolution Time for Basic Support: Targeted support (non-development related
issue) resolution time is eight business hours from initial response (this does not include
time when the support representative is waiting for a response from the user).
Resolution time is highly dependent on the detailed information provided by the user.
8. Customer Support: Errors: Errors are defined in Exhibit D. If the user is experiencing
something that they believe to be an Error in the software, the user should contact
Customer Support and provide detailed instructions on how to reproduce the Error. A
representative will log in as/with the user to diagnose the issue and determine if it is an
Error.
When users contact Customer Support with a potential Error, a case will be entered into
the CRM system. If it is determined that the reported problem is an Error, an issue will
be logged in the system in addition to the case. The user will be given an issue number
to track the Error. The representative will assign a severity to the issue based on the
criteria described below; the resolution time is highly dependent on the severity. A user
has the right to provide feedback regarding the severity of the issue based on the
DocuSign Envelope ID:A77B2448-5C99-4E51-8E24-18896F68DA66
Exhibit A
Page 5 of 8
priority for their organization. Each time a user contacts support with a different issue, a
new case number and an issue number will be provided to the user. The user will
receive communication from Customer Support on the status of the issue based on the
criteria set below.
CONTRACTOR typically deploys three to four major updates/releases to the software
per year, along with monthly maintenance releases. Users are given advanced
notification of maintenance periods and upcoming updates on the login page and via an
e-newsletter.
There are four levels of severity for issues. Each issue is prioritized based on its
severity level.
Severity Issue Criteria Target Resolution Communication and
Time Escalation
Major The Development Customer Support will
functionality Team works to provide daily updates
issue that resolve these issues of the status of the
1 —
prevents user immediately with a issue until such time as
from being able target resolution of the issue is resolved.
"Show- to use software. two business days Escalation of the issue
Stopper" or less. to the COO will occur if
issue is not resolved
within the target
resolution time.
Major The Development User may elect to have
functionality Team works to Customer Support
issue which does resolve these issues provide updates on a
not have a immediately with a daily basis, every other
1 — "Non workaround that target resolution of day, or whenever there
Show- is key to ETO's 10 business days. is an update in the
Stopper" performance and defect's remediation.
causes major Escalation of the issue
impact to user's to the COO will occur if
ability to operate issue is not resolved
their within the "target."
organization.
DocuSign Envelope ID:A77B2448-5C99-4E51-8E24-18896F68DA66
Exhibit A
Page 6 of 8
A major function The Development Users will receive an
does not work in Team will fix within automated update
a core area of its normal release when the issue
2 ETO, but there is cycle. The target is resolution is scheduled
a workaround. to fix these issues to be deployed.
However, the within 30-120 days.
workaround is
time
consuming.
Minor These issues will be Status will be provided
functionality less targeted to be via customer portal and
key to ETO is not addressed when users will receive an
working or there there is work being automated update
is functionality done in the when the resolution is
3 that is not functional area that scheduled to be
working but there contains the defect. deployed.
is an easy Issue can be
workaround. categorized as a
higher priority if it is
affecting a large
number of users.
Cosmetic or These issues will be Status will be provided
inconsistency targeted to be via customer portal and
issues that do addressed when users will receive an
4 not affect there is work being automated update
functionality in done in the when the resolution is
any significant functional area that scheduled to be
way. contains the defect. deployed.
9. Resolution Time for Issues/Defects: These targeted resolution times only apply to
core functionality, except if the functionality affected is completely hindering a user's
ability to work and use the software.
C. Managed Services Package
CONTRACTOR shall provide a Managed Services package to County. Cost of the Managed
Services is noted in Exhibit B. Managed Services consist of 90 hours of services per 12-month
term. Unused hours remaining at the end of each 12-month term will expire and not roll over to
the following year.
Service hours can be added at County request as noted in Exhibit B.
DocuSign Envelope ID:A77B2448-5C99-4E51-8E24-18896F68DA66
Exhibit A
Page 7 of 8
Services performed under Managed Services may include but are not limited to configuration
adjustments, reporting assistance and post go live support not provided in the Basic Support
package described above.
D. CONTRACTOR'S Project Coordinator
Upon execution of this Agreement, CONTRACTOR shall appoint a Project Coordinator who will
act as the primary contact person to interface with COUNTY for implementation, maintenance
and support of ETO.
E. ETO Updates
ETO Updates shall be subject to the terms and conditions of this Agreement and shall be
deemed part of the software licensed hereunder. ETO Updates will be made available to
COUNTY at the discretion of CONTRACTOR but will not be unreasonably withheld.
F. Anti-Virus Management
CONTRACTOR will actively run anti-virus management, where appropriate, on all application
servers and PCs. The application is expected to perform adequately while anti-virus
management is active.
G. Software Hosting Services
CONTRACTOR shall select a reputable host for the server on which ETO is hosted and from
which access is to be provided to COUNTY for Authorized Users. The software host should
adhere to all privacy laws and regulations regarding sensitive Personally Identifying Information
(PII) and confidential information. In the event of a Security Breach, CONTRACTOR will be
liable for payment of or reimbursement to the COUNTY for all remediation expenses, and any
monetary losses up to the contract maximum as set forth in Section Four, COMPENSATION, to
the extent caused by CONTRACTOR's gross negligence or willful misconduct. CONTRACTOR
will make every reasonable effort to maintain a 99.5% up-time for the hosted ETO system.
CONTRACTOR reserves the right to establish a monthly maintenance window for the purpose
of upgrading, patching, or modifying, or repairing portions of or the entire ETO environment. The
monthly window will be mutually agreed to in writing by CONTRACTOR's Project Coordinator
and COUNTY's Project Manager.
H. System Reliability
CONTRACTOR shall use commercially reasonable efforts to make the Service generally
available in accordance with the Service Level Agreement applicable each Service ("Service
Availability"). Service Availability does not include interruption of Service as a result of(i)
planned downtime for maintenance (ii) Internet Unavailability, (iii) Independent Customer
Activity or (iv) force majeure events or other events that are not under SSG's control. Service
Level Agreement" means service level agreement(s) that we offer with respect to the SaaS
Services as they may be updated by SSG from time to time. The service level agreement for
ETO is located at:
https://www.dropbox.com/s/dbpyz7r4nq9rxzw/SSG`/`20SLA.pdf?dI=0
COUNTY RESPONSIBILITIES
A. COUNTY Contract Administrator
COUNTY's Contract Administrator and/or designee has full authority to work with
CONTRACTOR in all matters concerning this Agreement.
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Exhibit A
Page 8 of 8
B. Acceptance Testing
COUNTY shall cooperate with CONTRACTOR and participate in Acceptance Testing, as
provided below, to ensure ETO performs all functions necessary pursuant to this Agreement.
C. Acceptance Testing Process
Following implementation, CONTRACTOR shall test ETO along with COUNTY personnel.
D. COUNTY Project Manager
Upon execution of this Agreement, COUNTY's Contract Administrator shall designate one
individual from DSS IT who will function as Project Manager with responsibility for day-to-day
management of the project for implementation of ETO. The Project Manager and COUNTY
personnel shall have the necessary and appropriate training and experience to implement the
terms of this Agreement. COUNTY acknowledges CONTRACTOR'S reliance on same.
E. Other COUNTY Obligations
Technical assistance from COUNTY's IT staff will be provided during the performance of the
installation of ETO. In particular, COUNTY will provide:
1. Network connectivity and troubleshooting assistance.
2. Ability to monitor network traffic and isolate bottlenecks.
3. Expertise to handle issues with PCs, printers, and cabling before, during, and after
rollout.
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Exhibit B
Page 1 of 1
BUDGET SUMMARY
ETO Software Renewal
Service FY FY FY FY FY
22-23 23-24 24-25 25-26 26-27
100 User Annual Fee $87,032 $87,032 $87,032 $87,032 $87,032
User/Admin Support (96 hours) $17,000 $17,000 $17,000 $17,000 $17,000
Basic Support $0.00 $0.00 $0.00 $0.00 $0.00
Web-Based Training $3,905 $3,905 $3,905 $3,905 $3,905
Custom End User Training $1,800 Optional Optional Optional Optional
$1,800 $1,800 $1,800 $1,800
TOTAL FOR EACH YEAR $109,737 $109,737 $109,737 $109,737 $109,737
Additional
Upgrades/Enhancements/Other $100,000
GRAND TOTAL FOR FIVE YEARS $648,685
Additional Upgrades/Enhancements/Other:
1. User/Admin Support—upgraded to Diamond support package to include 96 hours
annually, with the option to add 12-hour blocks as needed at $2,100.
2. User Annual Fee—$870.32/user
Custom End User Training:—annual ETO training (virtual) for vendors and staff. Optional
addition for years 2-5.
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Exhibit C
Page 1 of 2
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).
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Exhibit C
Page 2 of 2
(1) Company Board Member Information:
Name: Date:
Job
Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to):
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations
Code 5233 (a):
5 Authorized Signature
Signature: Date:
DocuSign Envelope ID:A77B2448-5C99-4E51-8E24-18896F68DA66
EXHIBIT D
SSG ADDITIONAL TERMS AND CONDITIONS
These SSG Additional Terms and Conditions(these"SSG Terms")are attached to and made a part of that certain Agreement(the"Agreement")between
the County of Fresno, a Political Subdivision of the State of California ("Client") and Social Solutions Global, Inc. ("SSG"). SSG and Client, by Client's
execution of an applicable Order Form or by use of the SaaS Services, hereby agree to the following terms and conditions:
1 DEFINITIONS
"ASC" means the designated support or managed services package as further defined in the Service Level Agreement that, if purchased by Client, will
begin approximately ten(10)business days from the start date("Start Date")of the Order Form(with a portion of ASC package hours to be utilized during
the implementation phase of the Professional Services,as may be applicable).Any purchased but unused ASC package hours will not roll over year over
year during the Term of the Order Form."
"Content"means information, data,text, music,sound,graphics,video messages and other materials to which Client is provided access by SSG through
the Services.
"Client Data"means any data,information,or material Client or any Client User provides or submits through the SaaS Services.
"Documentation" means the user instructions, release notes, manuals and on-line help files as updated by SSG from time to time, in the form generally
made available by SSG, regarding the use of the SaaS Services.
"Error"means a material failure of the SaaS Services to conform to its functional specifications described in the Documentation.
"Independent Client Activity" means: (i) use of equipment by Client not provided or previously approved by SSG; or(ii) negligent acts or omissions or
willful misconduct by Client or its Users.
"Internet Unavailability" means Client's inability to access, or SSG inability to provide, the SaaS Service through the Internet due to causes outside of
SSG direct control,including,but not limited to:(i)failure or unavailability of internet("Internet")access;(ii)unauthorized use,theft or operator errors relating
to telephone, cable or Internet service provider; (iii) bugs, errors, configuration problems or incompatibility of equipment or services relating to Client's
computer or network;or(iv)failure of communications networks or data transmission facilities,including without limitation wireless network interruptions.
"License Metrics"means the limitation on the usage of SaaS Services as designated and/or defined in the applicable Order Form or the financial metric
used to calculate applicable fees.
"Order Form" means the document, regardless of actual name, executed by the parties by which Client orders Services that may specify, among other
things,the User license count,duration of the Services,the applicable fees and costs,and incorporates the terms of the Agreement or these SSG Terms.
"Professional Services"means data conversion,data mapping,implementation,configuration,training,integration and deployment of the SaaS Services,
and/or other professional services identified on an Order Form,including any training materials,tutorials and related documentation provided in connection
with the performance of the Professional Services.
"SaaS Services"means the software as a service and the subscription products and services identified in the Order Form and associated Support.
"Services"means,collectively,the SaaS Services(as also may be identified as"Subscription Products")and Professional Services.
"Service Level"or"Service Level Agreement"means the customer support service level that SSG offers with respect to the SaaS Services,as they
may be updated by SSG from time to time located at: http://www.socialsolutions.com/legal/.
"User"or"Named User" means an individual identifiable by a name and excludes concurrent users. "Administrator" or"Enterprise Manager" means
the dedicated and name User of Client identified as the individual who shall be responsible for Client's Users,to attend and complete training, administer
licenses and to be the technical point of contact on Client's behalf pertaining to Support and Services.
2 PURPOSE AND SCOPE
2.1 Purpose.These SSG Terms establish the general terms and conditions to which the parties have agreed with respect to the provision of Services
by SSG to Client.Additional terms for the purchase of a specific Service are set forth in the Order Form.The parties acknowledge receipt of and agree to
be bound by the terms and conditions of these SSG Terms.
2.2 Incorporation of Order Forms.Subject to the terms of the Agreement,at any time after execution of the initial Order Form,Client may purchase
additional Services or otherwise expand the scope of Services granted under an Order Form,upon SSG's receipt and acceptance of a new Order Form.
2.3 Order of Precedence. To the extent any terms and conditions of these SSG Terms conflict with the terms of an Order Form or any other
document,the documents shall control in the following order: (i)the Agreement; (ii)Order Forms with the latest date(s); (iii)these SSG Terms as updated
by SSG from time to time;and(iv)any other documents expressly incorporated herein by reference.
SSG Additional Terms and Conditions—revised February 2022
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3 SERVICES
3.1 Generally.Subject to Client's and its Users'compliance with the terms of the Agreement,including these SSG Terms,and timely payment of the
applicable fees, SSG will make the SaaS Services available to Client and its Users during the Term.
3.2 Environment.SSG will provide Client online access to and use of the SaaS Service(s)via the Internet by use of a SSG-approved Client-provided
browser. The SaaS Services will be hosted and maintained by SSG or its designated third-party supplier or data center. Client is solely responsible for
obtaining and maintaining, at its own expense, all equipment needed to access the SaaS Services, including but not limited to Internet access, adequate
bandwidth and encryption technology.
3.3 Changes.Access is limited to the version of the SaaS Services in SSG's production environment.SSG regularly updates the SaaS Services and
reserves the right to discontinue, add and/or substitute functionally equivalent features in the event of product unavailability, end-of-life, or changes to
software requirements.SSG will notify Client of any material change to or discontinuance of the SaaS Services.
3.4 Security; Back-Ups.Without limiting Client's obligations under Section 4.4,SSG will implement reasonable and appropriate measures designed
to secure Client Data against accidental or unlawful loss,access or disclosure.SSG will perform back-ups in accordance with SSG's back-up daily schedule.
Client Data is automatically encrypted while at rest within the SSG database and in transit. SSG will use industry-standard cipher key, intrusion detection
system (IDS), virus scanning, automated system checks, and remote logging to guard against unauthorized access. SSG utilizes data centers that are
staffed 247 by trained security guards,and access must be strictly authorized.The cloud infrastructure has been designed and managed to adhere to ISO
27001:2013 for Penelope products and SOC2 standards and procedures for Apricot an ETO products.
3.5 Service Availability. SSG will use commercially reasonable efforts to make the Service generally available for Client's use at an uptime
percentage of 99.9% ("Service Availability") during the hours of 8:00 am to 8:00 pm Central Standard Time US. Service Availability does not include
interruption of Service as a result of(i)downtime for scheduled or emergency maintenance(ii) Internet Unavailability,(iii)Independent Client Activity or(iv)
force majeure events or any other events that are not under SSG's control.
3.6 Support Services. Support services provided by SSG as part of SaaS Services include(i)technical support and workarounds so that the SaaS
Services operate in material conformance with the Documentation,and(ii)the provision of updates thereto,if and when available,all of which are provided
under SSG Support policies (as may be amended by SSG from time to time) in effect at the time the Support services are provided ("Support'). For the
avoidance of doubt, Support excludes Professional Services. Updates include bug fixes, patches, error corrections, minor and major releases, non-new
platform changes,or modifications or revisions that enhance existing performance.Updates exclude new Services, modules or functionality for which SSG
generally charges a separate fee. Support is provided solely to the number of Administrators or Enterprise Managers specified on the applicable Order
Form.
SSG is under no obligation to provide Support with respect to: (i)Services that have been altered or modified by anyone other than SSG or its authorized
representatives;(ii)Services used other than in accordance with the Documentation;(iii)discrepancies that do not significantly impair or affect the operation
of the Service; (iv) Errors or malfunction caused by Client or its Users'failure to comply with the minimum system requirements as provided by SSG or by
use or upload of non-conforming Client Data, or by Independent Client Activity; or (vi) Errors and malfunction caused by any systems or programs not
supplied by SSG.
3.7 Professional Services and Training. SSG will perform the Professional Services for Client described in one or more work orders, work
authorizations or statements of work(collectively"SOW"). Either party may propose a change order to add to, reduce or change the work outlined in the
SOW. Each change order must specify the change(s)to the Professional Services,and the effect on the time of performance and,the fees due and payable
to SSG due to the change and executed by both parties. Professional Services must be used within one(1)year of the date of execution of the applicable
Order Form by Client or will expire and will not be refunded. Professional Services and Training fees are based on Professional Services and Training
provided during normal SSG business hours, Monday through Friday,8:30 a.m.—5:30 p.m. US central time zone (SSG holidays excluded), as SSG may
modify upon notice to Client.Professional Services or Training provided by SSG outside of normal SSG business hours will be subject to a premium service
charge
3.8 Client Obligations and Cooperation. Client agrees to provide SSG with good faith and cooperation and access to such information,facilities,
personnel and equipment as may be reasonably required by SSG in order to perform the Professional Services and Training (as applicable), as may be
applicable and to provide the Services,including,but not limited to,providing security access, information,and software interfaces to Client's applications,
and Client personnel,as may be reasonably requested by SSG from time to time.Client acknowledges and agrees that SSG's performance is dependent
upon the timely and effective satisfaction of Client's responsibilities hereunder and timely decisions and approvals of Client in connection with the Services.
SSG is entitled to rely on all decisions and approvals of Client. Client will follow the instructions and reasonable policies established by SSG from time to
time and communicated to Client and shall make all reasonable efforts not to impede or otherwise delay the performance of any Professional Services.
Client further represents and warrants that any and all documentation,the Agreement,any Order Form, SOW or change order shall be executed by or on
behalf of Client by duly authorized or appointed persons and further, any requisite internal approvals as may be required by Client have been obtained in
advance of Client's commitment to procure and use the Services.
4 USING THE SAAS SERVICES
4.1 Limited License. SSG hereby grants Client and its Users a personal, non-exclusive, non-transferable, limited worldwide license to remotely
access and use the SaaS Services during the term of the applicable Order Form solely for Client's internal business purpose(s), subject to the terms and
conditions of the Agreement. Client agrees to limit access to the SaaS Services to the number of Users identified in the applicable Order Form(s)during
the Term.
SSG Additional Terms and Conditions—revised February 2022
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4.2 User Administration. Client is solely responsible for the administration, authorization and termination of all User identifications and passwords
to access and use the Services. Client shall not permit Users to share User identifications and passwords, nor allow for multiple users under the same
license. Client agrees to immediately notify SSG of any unauthorized use of the Services, or any other breach of security suspected or known to Client.
Fees for the Services are based on the number of Users communicated to SSG.Client shall report to SSG no less than annually the number of Users.Any
increase in the number of Users in excess of the established limit(s)in one or more Order Form will result in an increase in the annual Service Fees.Client
may not decrease the number of licenses for its Users during the Term of the Order Form. Upon termination of an Order Form,all licenses granted to Client
with respect to the Services under that Order Form shall automatically terminate and Client shall immediately discontinue its use thereof.
4.3 Acceptable Use Policy. Client acknowledges and agrees that SSG does not monitor or police the content of communications or data of Client
or its Users transmitted or uploaded through the Services,and that SSG will not be responsible for the content of any such communications,transmissions
or uploads.Client agrees to use the Services exclusively for authorized and legal purposes,consistent with all applicable laws and regulations and SSG's
policies.Client agrees not to post or upload any content or data which(a)is libelous,defamatory,obscene,pornographic,abusive,harassing or threatening;
(b)violates the rights of others, such as data which infringes on any intellectual property rights or violates any right of privacy or publicity;or(c)otherwise
violates any applicable law.Should a violation be alleged or become known,SSG may remove any violating content posted or transmitted through the SaaS
Services without notice to Client. SSG may suspend or terminate any of Client's User's access to the SaaS Services upon notice if SSG reasonably
determines that such User has violated the terms of the Agreement, including these SSG Terms.
4.4 Security. Client will not: (a) breach or attempt to breach the security of the SaaS Services or any network, servers, data, computers or other
hardware relating to or used in connection with the SaaS Services,or any third party that is hosting or interfacing with any part of the SaaS Services;or(b)
use or distribute through the SaaS Services any software,files or other tools or devices designed to interfere with or compromise the privacy, security or
use of the SaaS Services or the operations or assets of any other Client of SSG or any third party.Client will comply with the user authentication requirements
for use of the SaaS Services. Client is solely responsible for monitoring its Users'access to and use of the SaaS Services. SSG has no obligation to verify
the identity of any person who gains access to the SaaS Services by means of a Client's account. Any failure by any Client User to comply with the
Agreement,including these SSG Terms,will be deemed to be a breach by Client,and SSG will not be liable for any damages incurred by Client or any third
party resulting from such breach. If there is any compromise in the security of a User account or if unauthorized use is suspected or has occurred, Client
must immediately take all necessary steps, including providing prompt notice to SSG,to effect the termination of suspected account.
4.5 Client Data.Client has sole responsibility for the legality,reliability,integrity,accuracy and quality of the Client Data.Client Data is subject to the
terms of the Agreement, including these SSG Terms,along with SSG's Privacy Policy located at http://www.socialsolutions.com/legall.
4.6 Third-Party Providers. Certain third-party providers,some of which may be listed on SSG's website, offer products and services related to the
Services, including implementation, configuration, and other consulting services and applications(both offline and online)that work in conjunction with the
SaaS Services,such as by exchanging data with the Service or by offering additional functionality.SSG is not responsible for any exchange of data or other
interaction or transaction between Client and a third-party provider, including purchase of any product or service,all of which is solely between Client and
the third-party provider.
4.7 Links.The SaaS Service may contain links to third party websites or resources. Client acknowledges and agree that SSG is not responsible or
liable for(a)the availability,accuracy,or security of such third-party sites or resources;or(b)the content,advertising,or products on or available from such
website or resources.The inclusion of any link on the Service does not imply that SSG endorses the linked website.Client uses the links at its own risk.
4.8 Training. It is Client's responsibility to ensure that all Users receive training services sufficient to enable Client to effectively access and use the
SaaS Services. Failure to do so could result in additional fees if support requests are deemed excessive as a result of insufficient training, at SSG's
discretion.Support may not be used as a substitute for training.
4.9 Storage space. Storage space is allotted in SKU in the Subscription Product and Services description in the Order Form. Client may purchase
additional storage space at SSG's then prevailing rates.System reviews of the amount of storage space being used by Client will be performed periodically.
If Client is using more than the allotted storage space as noted in the relevant SKU,Client will be invoiced for the additional storage usage upon the earlier
of(i)discovery of the storage space overage or(ii)then next invoice cycle.
4.10 Public Agency Cooperative Procurement. If Client is a public sector agency,SSG will extend the same terms and conditions in the Agreement
to all public agencies in the same jurisdiction of Client(City, County,State)wishing to purchase SSG Products and Services.Any public agency exercising
a purchase under the Agreement will execute its own Order Form for its specific requirements and the Agreement shall be referenced in such purchase.
Public agencies may utilize the Agreement through their own procurement process in compliance with their own bidding and purchasing requirements with
no statutory provision prohibiting such purchase therein. Client shall not be liable for the obligations of any public agency utilizing the Agreement for such
public agency's own purchase
5 FEES,TAXES&PAYMENTS
5.1 General. Fees,currency,and payment terms are specified in the applicable Order Form.All fees are in United States Dollars(unless otherwise
noted in the Order Form)and exclude taxes.Client is responsible for payment of all applicable taxes(excluding those on SSG's net income)relating to the
provision of the Services. In the event Client is tax exempt, such evidence shall be provided to SSG at time of execution of any Order Form. Except as
otherwise expressly specified in the Order Form, all recurring fees payment obligations start from the execution of the Order Form. SSG may increase
recurring fees on an annual basis upon 60 days prior written notice. Unless otherwise specified in the Order Form,payment of invoiced fees is due 30 days
after the invoice date. Interest accrues on past due balances at the lesser of 1'/z%per month or the highest rate allowed by applicable law.Failure to make
timely payments is a material breach of the Agreement and SSG will be entitled to suspend any or all of the Services, including its performance obligations
SSG Additional Terms and Conditions—revised February 2022
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hereunder in accordance with the provisions of Section 11.4 and/or to modify the payment terms, and to request full payment before any additional
performance is rendered by SSG.In the event of Suspension of thirty(30)days or more,SSG has the right,in its sole discretion,to terminate the Agreement
and any Order Form without further notice to Client.Client agrees to reimburse SSG for expenses incurred,including interest and reasonable attorney fees,
in collecting amounts due SSG hereunder that are not under good faith dispute by Client.Amounts paid or payable for SaaS Services are not contingent
upon the performance of any Professional Services. Client agrees that its purchases hereunder are neither contingent on the delivery of any future
functionality or features nor dependent on any oral or written comments made by SSG regarding future functionality or features.
5.2 Professional Services. Professional Services shall be provided to Client on a "Time and Materials" basis, if an estimated total fee amount is
stated in the Order Form or SOW,that amount is solely a good-faith estimate for Client's budgeting and SSG's resource scheduling purposes and not a
guarantee nor a warranty that the work will be completed for that amount or within Client's specified time frame.Any delays or lack of timely cooperation by
Client may result in additional fees. Professional Services purchased must be used within,and rates quoted are valid for,a period of one year following the
effective date of the Order Form. Hours that are not used or have expired after the one-year period are non-refundable.
5.3 Professional Services Travel and Lodging Expenses. Upon preapproval by Client and subject to Client's policies, SSG's reasonable travel
and lodging costs and expenses incurred by SSG in the performance of Professional Services on Client's site will be billed separately at actual cost.
6 PROPRIETARY RIGHTS
6.1 Ownership.The SaaS Services and all equipment,infrastructure,websites and other materials provided by SSG in the performance of Services
will always remain the exclusive, sole and absolute property of SSG or its licensors. Client does not acquire any right, title, or interest in or to the SaaS
Services. Client hereby assigns rights to SSG any suggestions, ideas, enhancement requests,feedback, recommendations or other information provided
by Client relating to the SaaS Services or Professional Services. SSG may use such submissions as it deems appropriate in its sole discretion.All rights,
title and interest in or to any copyright,trademark,service mark,trade secret,and other proprietary right relating to the SaaS Services and the related logos,
Service names, etc. and all rights not expressly granted are reserved by SSG and its licensors. Client may not obscure, alter or remove any copyright,
patent,trademark,service mark or proprietary rights notices on any portion of the SaaS Services or other materials,including SSG Documentation.
6.2 Restrictions.Client may not itself,nor through any affiliate,employee,consultant,contractor,agent or other third party: (i)sell, resell,distribute,
host, lease, rent, license or sublicense, in whole or in part,the SaaS Services; (ii)decipher,decompile,disassemble, reverse assemble, modify,translate,
reverse engineer or otherwise attempt to derive source code,algorithms,tags,specifications,architecture,structure or other elements of the SaaS Services,
in whole or in part,for competitive purposes or otherwise;(iii)allow access to,provide,divulge or make available the Services to any user other than Users;
(iv)write or develop any derivative works based upon the Services;(v)modify,adapt,tamper with or otherwise make any changes to the SaaS Services or
any part thereof;(vi)obliterate,alter,or remove any proprietary or intellectual property notices from the SaaS Services;(vii)create Internet"links"to or from
the SaaS Services,or"frame"or"mirror"any Content,(viii)use the SaaS Services to provide processing services to third parties,or otherwise use the same
on a `service bureau' basis; (ix) disclose or publish,without SSG's prior express written consent, performance or capacity statistics or the results of any
benchmark test performed on the SaaS Services;or(x)otherwise use or copy the same except as expressly permitted herein.
6.3 Client Data.Client owns all Client Data.Client agrees that SSG may access User accounts, including Client Data,to provide Support or enforce
the terms of the Agreement, and SSG may compile, use and disclose User statistics and Client Data in aggregate and anonymous form only. Client has
sole responsibility for the accuracy,quality,integrity,legality,reliability,appropriateness,and intellectual property ownership or right of use of all Client Data.
6.4 Transition of Client Data at Termination. Prior to termination of the Agreement or any Order Form,Client may access and download its Client
Data at any time at no charge via the standard Services interfaces and reporting.Upon termination of the Agreement or any Order Form,should Client elect
SSG's assistance in the extraction of Client Data, including any attachments, separate fees shall apply as included in an Order Form for the transition of
said Client Data.Such transition must occur within thirty(30)days of termination or expiration of the SaaS Services.In no event shall SSG be liable to retain
Client Data for a period in excess of thirty(30)days of the termination or expiration of the SaaS Services unless otherwise required by applicable law.
7 WARRANTIES AND DISCLAIMERS.
7.1 Client Data Warranty.Client represents and warrants that it has the right to use and provide the Client Data to SSG.
7.2 SSG Warranties.SSG warrants that the SaaS Services,as may be updated or enhanced by SSG from time to time will perform substantially in
accordance with the Documentation under normal Client use and circumstances and that the Professional Services will be performed in a manner consistent
with general industry standards reasonably applicable to the provision thereof. SSG is not responsible for any claimed breach of any warranty set forth in
this Section caused by: (i) modifications made to the SaaS Services by anyone other than SSG or its authorize representatives; (ii) the combination,
operation or use of the hosted SSG Software with any items not certified or expressly approved in writing by SSG; (iii) SSG's adherence to Client's
specifications or instructions;(iv)Errors caused by or related to Internet Unavailability or Independent Client Activity;or(v)Client deviating from the Service
operating procedures described in the Documentation or as otherwise approved in writing by SSG. Correction for defects or issues traceable to the above
warranty exclusions will be invoiced at SSG's then standard time and material charges.
7.3 Disclaimers. SSG, ITS LICENSORS, AUTHORIZED REPRESENTATIVES, AND SUPPLIERS EXPRESSLY DISCLAIM TO THE MAXIMUM
EXTENT PERMITTED BY LAW,ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED. SSG MAKES NO WARRANTY OR REPRESENTATION
WITH RESPECT TO THE SERVICES AND ANY RELATED INSTALLATION, CONFIGURATION, MAINTENANCE OR OTHER SUPPORT SERVICES,
EXPRESS OR IMPLIED,AT LAW OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR NON-INFRINGEMENT,TITLE,AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE,
ALL OF WHICH ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
SSG Additional Terms and Conditions—revised February 2022
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8 INDEMNIFICATION
8.1 SSG Indemnity. SSG agrees, at its own expense, to defend, indemnify and hold Client, and its affiliates, officers, directors, employees, and
agents harmless against any damages finally awarded and payable to any third party in any such suit or cause of action,alleging that a SaaS Service as
used in accordance with the Agreement,including these SSG Terms, infringes the registered U.S. patent or copyright of any third party. If a SaaS Service
is held or believed to infringe on a registered U.S. patent or copyright of a third party, SSG may, in its sole discretion, (a) modify the Service to be non-
infringing, (b)obtain for Client a license to continue using the affected Service, or(c)if neither(a)nor(b)are practical in SSG's sole judgment,terminate
the affected Service and return to Client the pro-rated portion of unused Service fees actually paid by Client for the affected Service. The foregoing
obligations of SSG do not apply(i)to the extent that the allegedly infringing SaaS Service or portions or components thereof or modifications thereto result
from any change or that are developed or configured in whole or in part in accordance with Customer's specifications,made by Client or by any third party
for Client, (ii)if the infringement claim could have been avoided by using an unaltered current version of a SaaS Service which was provided by SSG, (iii)
to the extent that an infringement claim is based upon any information,design,specification, instruction,software,data,or material not furnished by SSG,
or any material from a third party portal or other external source that is accessible to Client within or from the SaaS Service(e.g.,a third party Web page
accessed via a hyperlink), (iv) to the extent that an infringement claim is based upon the combination of any material with any products or services not
provided by SSG, or(v)to the extent that an infringement claim is caused by the provision by Client to SSG of materials, designs, know-how, software or
other intellectual property with instructions to SSG to use the same in connection with the SaaS Service, (iv)to the extent that Client is in material breach
of its obligations under the terms of the Agreement, including these SSG Terms. The indemnity and other remedies set forth in this Section shall be the
exclusive remedies of the Client with respect to any claim and actions for which SSG has an obligation of indemnity pursuant to this Section.
8.2 Client Indemnity. Client agrees to defend, indemnify and hold SSG, its licensors, and its and their respective parents, subsidiaries, affiliates,
officers, directors, employees, and agents harmless from and against any and all losses, including, but not limited to any damages, attorneys' fees and
costs finally awarded against Client or as a result of a court approved settlement arising out of or in connection with a third party claim concerning (a)the
Client Data or the combination of the Client Data with other applications,systems,content or processes, including any claim involving alleged infringement
or misappropriation of third-party rights by the Client Data or by the use,development, design, production, advertising or marketing of the Client Data; (b)
any and all losses, including without limitation, data loss or damage to hardware, software and other property arising from Client's or its Users' acts and
omissions in using the Services, including without limitation Independent Client Activity; (c)Client's or its Users'use of Services in violation of the terms of
the Agreement, including these SSG Terms,or applicable law;or(d)a dispute between Client and any of its Users.
8.3 Injunction. If Client's use of the Services is or is likely to be enjoined,SSG may,without limiting SSG's indemnity obligations hereunder,procure
the right for Client to continue to use the Services or modify the Services in a functionally equivalent manner so as to avoid such injunction. If the foregoing
options are not available on commercially reasonable terms and conditions,SSG may immediately terminate the Agreement and refund to Client a prorated
amount of prepaid fees for the SaaS Services actually paid by Client for the unused portion of the then-current subscription Term. If the foregoing options
are not available on commercially reasonable terms and conditions as it relates to Professional Services, SSG will refund to Client the fees paid for such
Professional Services less a credit for use based on straight line depreciation applied on a quarterly basis over five years from the date of initial delivery of
the Professional Services.
8.4 Procedure. If one party herein (the "Indemnitee") receives any notice of a claim or other allegation with respect to which the other party(the
"Indemnitor")has an obligation of indemnity hereunder,then the Indemnitee will,within 15 days of receipt of such notice,give the Indemnitor written notice
of such claim or allegation setting forth in reasonable detail the facts and circumstances surrounding the claim.The Indemnitee will not make any payment
or incur any costs or expenses with respect to such claim, except as requested by the Indemnitor or as necessary to comply with this procedure. The
Indemnitee will not make any admission of liability or take any other action that limits the ability of the Indemnitor to defend the claim.The Indemnitor shall
immediately assume the full control of the defense or settlement of such claim or allegation, including the selection and employment of counsel,and shall
pay all authorized costs and expenses of such defense.The Indemnitee will fully cooperate,at the expense of the Indemnitor, in the defense or settlement
of the claim.The Indemnitee shall have the right,at its own expense,to employ separate counsel and participate in the defense or settlement of the claim.
The Indemnitor shall have no liability for costs or expenses incurred by the Indemnitee,except to the extent authorized by the Indemnitor or pursuant to this
procedure.
9 NONDISCLOSURE.All Confidential Information(as defined below)disclosed hereunder will remain the exclusive and confidential property of the
disclosing party. The receiving party will not disclose the Confidential Information of the disclosing party and will use at least the same degree of care,
discretion and diligence in protecting the Confidential Information of the disclosing party as it uses with respect to its own confidential information,but in no
case less than reasonable care. The receiving party will limit access to Confidential Information to its affiliates,employees and authorized representatives
with a need to know and will instruct them to keep such information confidential. SSG may disclose Client's Confidential Information on a need to know
basis to its subcontractors who are providing all or part of the Services. SSG may use Client's Confidential Information solely as provided for under the
Agreement,including these SSG Terms.Notwithstanding the foregoing,the receiving party may disclose Confidential Information of the disclosing party(a)
to the extent necessary to comply with any law, rule,regulation or ruling applicable to it,and(b)as required to respond to any summons or subpoena or in
connection with any litigation,provided the receiving party gives the disclosing party prior notice of such compelled disclosure(to the extent legally permitted)
and reasonable assistance, at the disclosing party's cost, if the disclosing party wishes to contest the disclosure. Upon the request of the disclosing party,
the receiving party will return or destroy all Confidential Information of the disclosing party that is in its possession.Notwithstanding the foregoing,SSG may
retain information for regulatory purposes or in back-up files, provided that SSG's confidentiality obligations hereunder continue to apply. For purposes of
this Section,"Confidential Information"means information designated as confidential in writing or information which ought to be in good faith considered
confidential and proprietary to the disclosing party. Confidential Information of SSG and/or its licensors includes but is not limited to, all trade secrets,
software,source code,object code,specifications,documentation,business plans,Client lists and Client-related information,financial information,auditors
reports of any nature, proposals,as well as results of testing and benchmarking of the Services,product roadmap,data and other information of SSG and
its licensors relating to or embodied in the Services.Information will not be considered Confidential Information to the extent,but only to the extent,that the
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receiving party can establish that such information (i) is or becomes generally known or available to the public through no fault of the receiving party; (ii)
was in the receiving party's possession before receipt from the disclosing party; (iii) is lawfully obtained from a third party who has the right to make such
disclosure on a non-confidential basis;or(iv)has been independently developed by one party without reference to any Confidential Information of the other.
The obligations of SSG set forth in this Section 9 will not apply to any suggestions and feedback for product or service improvement, correction, or
modification provided by Client in connection with any present or future SSG product or service, and, accordingly, neither SSG nor any of its clients or
business partners will have any obligation or liability to Client with respect to any use or disclosure of such information.
10 LIMITATION OF LIABILITY. Notwithstanding anything to the contrary contained in the Agreement, including these SSG Terms, or any Order
Form,SOW,or other exhibits and attachments,SSG's total liability for any and all damages may not exceed:(i)with respect to the SaaS Services,the fees
(excluding implementation or other Professional Services fees)paid by Client for the twelve (12)month period preceding the action or event giving rise to
the liability or(ii)with respect to the Professional Services,the total fees received by SSG from Client for the Professional Services under the SOW giving
rise to the liability.NOTWITHSTANDING ANYTHING IN THE AGREEMENT, INCLUDING THESE SSG TERMS,TO THE CONTRARY,NEITHER CLIENT,
SSG,NOR THEIR RESPECTIVE LICENSORS AND SUPPLIERS WILL BE RESPONSIBLE FOR SPECIAL, INDIRECT,INCIDENTAL,CONSEQUENTIAL,
PUNITIVE OR OTHER SIMILAR DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS OR DAMAGES FOR BUSINESS
INTERRUPTION, INACCURATE INFORMATION OR LOSS OF INFORMATION OR COST OF COVER) THAT THE OTHER PARTY MAY INCUR OR
EXPERIENCE IN CONNECTION WITH THE AGREEMENT OR THE SERVICES, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF
LIABILITY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11 TERM AND TERMINATION
11.1 Agreement Term. Unless otherwise specified in the Agreement,the term of the Agreement commences upon the execution of an Order Form
referencing the Agreement and will continue in full force and effect until the expiration or termination of all such Order Forms, unless otherwise terminated
earlier as provided hereunder.
11.2 SaaS Services Term. Unless otherwise specified in the Agreement,the initial term of each of the SaaS Services is specified in the Order Form
("Initial Term")and automatically renews for the same length as the Initial Term but not less than a period of twelve(12)months(each,a"Renewal Term")
unless either party gives written notice 45 days prior to the end of the Initial Term,or then-current Renewal Term, of its intention to terminate such Order
Form.The Initial Term and all applicable Renewal Terms,combined,are referred to as the"Term."The SaaS Services may not be terminated in whole or
in part during the Initial Term or any Renewal Term,except as set forth in Section 11.3.
11.3 Termination.Either party may terminate the Agreement,and any Order Forms subject to the Agreement,immediately upon written notice at any
time if:(i)the other party commits a non-remediable material breach of the Agreement or these SSG Terms;(ii)the other party fails to cure any remediable
material breach or provide a written plan of cure acceptable to the non-breaching party within 30 days of being notified in writing of such breach,except for
breach of Section 5 which will have only a 10 day cure period; (ii) the other party ceases business operations; or(iv)the other party becomes insolvent,
generally stops paying its debts as they become due or seeks protection under any bankruptcy,receivership,trust deed,creditors arrangement,composition
or comparable proceeding, or if any such proceeding is instituted against the other(and not dismissed within 90 days after commencement of one of the
foregoing events). If SSG terminates the Agreement due to an uncured Client breach,Client agrees to pay to SSG the remaining value of the current Term
(that Client acknowledges as liquidated damages reflecting a reasonable measure of actual damages and not a penalty)equal to the aggregate recurring
Service fees(as set forth in the Order Form)that will become due during the canceled portion of the Term.Where a party has rights to terminate,that party
may at its discretion either terminate the entire Agreement or the applicable Order Form. In such case,Order Forms that are not terminated will continue in
full force and effect under the terms of the Agreement.
11.4 Suspension.SSG will be entitled to suspend any or all Services upon 10 days notice to Client in the event Client is more than 60 days past due
with any payment or otherwise for an uncured breach of the Agreement,including these SSG Terms("Suspension"). However,SSG may suspend Client's
access and use of the SaaS Services immediately,with notice to Client following promptly thereafter,if,and so long as, in SSG's sole judgment,there is a
security or legal risk created by Client that may interfere with the proper continued provision of the SaaS Services or the operation of SSG's network or
systems. SSG may impose an additional charge to reinstate service following such suspension. In the event of a Suspension of thirty(30)days or more,
SSG has the right,in its sole discretion and without further notice to Client,to terminate the Agreement and any Order Form and to further pursue any rights
and remedies under the Agreement, including these SSG Terms,or at law or in equity.
11.5 Post Termination.SSG has no obligation to retain Client Data beyond thirty(30)days after the expiration or termination of SaaS Services unless
required by appliable law.
11.6 Survival.Sections 1,2,5,6,7.3,8,9, 10, 11,and 12 of these SSG Terms will survive termination of the Agreement.
12 MISCELLANEOUS
12.1 Compliance. During the Term and for a period of one year following its termination,SSG will have the right to verify Client's full compliance with
the terms and requirements of the Agreement,including these SSG Terms. If such verification process reveals any noncompliance,Client will promptly cure
any such noncompliance;provided,however,that the obligations under this Section do not constitute a waiver of SSG's termination rights and do not affect
SSG's right to payment for Services and interest fees related to usage in excess of the License Metrics.
12.2 Force Majeure. Any party hereto will be excused from performance (except payment obligations) under the Agreement, including these SSG
Terms,for any period of time that the party is prevented from performing its obligations hereunder as a result of an act of God,war,utility or communication
failures,or other cause beyond the party's reasonable control. Both parties will use reasonable efforts to mitigate the effect of a force majeure event.
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12.3 Non-Solicitation. Both parties agree not to recruit,divert,or solicit the employment of each other's employees during the term of the Agreement
and for a period of 12 months following termination of the Agreement; provided, however, that either party may engage in general solicitations (e.g.,
newspaper,online job postings,etc.)for employees in the ordinary course of business not specifically directed or targeted at the other party's employees.
12.4 Waiver.The failure of either party at any time to enforce any right or remedy available to it under the Agreement with respect to any breach or
failure by the other party will not be construed to be a waiver of such right or remedy with respect to any other breach or failure by the other party.
12.5 Headings.The headings used in these SSG Terms are for reference only and do not define,limit,or otherwise affect the meaning of any provisions
hereof.
12.6 Severability. If any of the provisions of the Agreement, including these SSG Terms,are determined be invalid or unenforceable, such invalidity
or unenforceability will not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement will be construed as if not containing
the invalid or unenforceable provision or provisions,and the rights and obligations of Client and SSG will be construed and enforced accordingly.
12.7 Assignment. SSG may assign the Agreement to an affiliate, a successor in connection with a merger, acquisition or consolidation, or to the
purchaser in connection with the sale of all or substantially all of its assets.Client may not assign the Agreement or any of the rights or obligations under
the Agreement without the prior written consent of SSG.
12.8 Relationship of the Parties.The parties hereto expressly understand and agree that each party is an independent contractor in the performance
of each and every part of the Agreement, is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection
therewith.
12.9 Governing Law and Dispute Resolution. Unless otherwise specified in the Agreement,(i)the Agreement,including these SSG Terms,shall be
governed by the laws of the State of Texas without giving effect to its conflict of law provisions;(ii)any dispute,claim or controversy arising out of or relating
to the Agreement or the breach,termination,enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this
agreement to arbitrate, shall be determined by arbitration in Travis County,Texas before one arbitrator; (iii)any such arbitration shall be administered by
JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules; (iv)judgment on
any award resulting from any such arbitration may be entered in any court having jurisdiction; (v) this Section shall not preclude parties from seeking
provisional remedies in aid of arbitration from a court of appropriate jurisdiction;and(vi)the Uniform Computer Information Transactions Act shall not apply
to the Agreement, including these SSG Terms,or orders placed under it.
12.10 Entire Agreement.The Agreement, including these SSG Terms, contains the entire agreement of the parties with respect to its subject matter
and supersedes and overrides all prior agreements on the same subject matter and will govern all disclosures and exchanges of Confidential Information
made by the parties previously hereto. The Agreement, including these SSG Terms, may not be modified except by a writing signed by SSG and Client.
SSG acceptance of a Client purchase order or other ordering document is for convenience only,and any additional or different terms in any purchase order
or other response by Client are deemed objected to by SSG without need of further notice of objection and will be of no effect or in any way binding upon
SSG.
12.11 Use of Agents.SSG may designate any agent or subcontractor to perform such tasks and functions to complete any services covered under the
Agreement.However,nothing in the preceding sentence will relieve SSG from responsibility for performance of its duties under the terms of the Agreement.
To the extent SSG utilizes third parties or subcontractors in connection with the Services, SSG shall ensure that such third parties and subcontractors are
bound by similar confidentiality requirements as required of SSG.
12.12 Publicity. Client agrees that SSG may identify Client as a recipient of Services and use its logo in sales presentations, marketing materials and
press releases.
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