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Home My WebLink AboutP-23-004 RT Lawrence Corp..pdf CO,U County of Fresno INTERNAL SERVICES DEPARTMENT Facilities• Fleet•Graphics• Purchasing •Security•Technology O� 185O ORES PROCUREMENT AGREEMENT Agreement Number P-23-004 October 28, 2022 RT Lawrence Corporation 7740 Painter Ave, Ste 100, Whittier, CA 90602 The County of Fresno (County) hereby contracts with RT Lawrence Corporation (Contractor)to provide RTLFiRST Software support services in accordance with the text of this agreement, Attachment"A" and Attachment"B", by this reference made a part hereof. TERM: This Agreement shall become effective January 1, 2023 and shall remain in effect through December 31, 2025. EXTENSION: This Agreement may be extended for two (2) additional one (1) year periods by the mutual written consent of all parties. MINIMUM ORDERS: Unless stated otherwise there shall be no minimum order quantity. The County reserves the right to increase or decrease orders or quantities. CONTRACTOR'S SERVICES: Contractor shall perform the services as described in Attachment"B" attached, at the rates set forth in Attachment"B". ORDERS: Orders will be placed on an as-needed basis by County of Fresno, Auditor-Controller/Treasurer- Tax Collector's Office under this contract. PRICES: Prices shall be firm for the contract period. MAXIMUM: In no event shall services performed and/or fees paid under this Agreement be in excess of One Hundred Five Thousand, Eight Hundred Seventy-Five Dollars and Fourteen Cents ($105,875.14). ADDITIONAL ITEMS: The County reserves the right to negotiate additional items to this Agreement as deemed necessary. Such additions shall be made in writing and signed by both parties. DELIVERY: The F.O.B. Point shall be the destination within the County of Fresno. All orders shall be delivered complete as specified. All orders placed before Agreement expiration shall be honored under the terms and conditions of this Agreement. DEFAULT: In case of default by Contractor, the County may procure the articles/services from another source and may recover the loss occasioned thereby from any unpaid balance due the Contractor or by any other legal means available to the County. The prices paid by County shall be considered the prevailing market price at the time such purchase is made. Inspection of deliveries or offers for delivery, which do not meet specifications, will be at the expense of Contractor. 333 W. Pontiac Way,Clovis,CA 93612/(559)600-7110 *The County of Fresno is an Equal Employment Opportunity Employer HTTPS://FRESNXOUNTY.SWEPOINT,COM/SITES/ISD/PURCHASING/PUBLIC/CONTRACTS&EXTRACTS/2023 CONTRACTS/P-23-004 RT LAWRENCE CORP/CONTRACTS&AMENDMENTS/P-23-004 RT LAWRENCE CORP..DOCX PROCUREMENT AGREEMENT NUMBER: P-23-004 Page 2 RT Lawrence Corporation October 28, 2022 INVOICE TERMS: Net forty-five (45)days from the receipt of invoice. TERMINATION: The County reserves the right to terminate this Agreement upon thirty (30)days written notice to the Contractor. In the event of such termination, the Contractor shall be paid for satisfactory services or supplies provided to the date of termination. LAWS AND REGULATIONS: The Contractor shall comply with all laws, rules and regulations whether they be Federal, State or municipal, which may be applicable to Contractor's business, equipment and personnel engaged in service covered by this Agreement. AUDITS AND RETENTION: Terms and conditions set forth in the agreement associated with the purchased goods are incorporated herein by reference. In addition, the Contractor shall maintain in good and legible condition all books, documents, papers, data files and other records related to its performance under this contract. Such records shall be complete and available to Fresno County, the State of California, the federal government or their duly authorized representatives for the purpose of audit, examination, or copying during the term of the contract and for a period of at least three years following the County's final payment under the contract or until conclusion of any pending matter(e.g., litigation or audit), whichever is later. Such records must be retained in the manner described above until all pending matters are closed. LIABILITY: The Contractor agrees to: Pay all claims for damage to property in any manner arising from Contractor's operations under this Agreement. Indemnify, save and hold harmless, and at County's request defend the County, its officers, agents and employees from any and all claims for damage or other liability, including costs, expenses (including attorney's fees and costs), causes of action, claims or judgments resulting out of or in any way connected with Contractor's performance or failure to perform by Contractor, its agents, officers or employees under this Agreement, and from any and all costs and expenses (including attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm or corporation who may be injured or damaged by the performance, or failure to perform, of Contractor, its officers, agents, or employees under this Agreement. INSURANCE: Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers Agreement(JPA)throughout the term of the Agreement: A. Commercial General Liability: Commercial General Liability Insurance with limits of not less than Two Million Dollars ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This policy shall be issued on a per occurrence basis. County may require specific coverage including completed operations, product liability, contractual liability, Explosion-Collapse- Underground, fire legal liability or any other liability insurance deemed necessary because of the nature of the contract. B. Automobile Liability: Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto used in connection with this Agreement. C. Professional Liability: If Contractor employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate. D. Worker's Compensation: A policy of Worker's Compensation insurance as may be required by the California Labor Code. E. Technology Professional Liability: Technology professional liability(errors and omissions) insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence. Coverage must encompass all of CONTRACTOR's obligations under this Agreement, including but not limited to claims involving Cyber Risks. HTTPS://FRESNOCOUNTY.SHAREPOINT.CCM/SITES/ISD/PURCHASING/PUBLIC/CONTRACTS&EX7RACTS/2023 CONTRACTS/P-23-004 RT LAWRENCE CORP/CONTRACTS&AMENDMENTS/P-23-004 RT LAWRENCE CORP..DOCX PROCUREMENT AGREEMENT NUMBER: P-23-004 Page 3 RT Lawrence Corporation October 28, 2022 F. Cvber Liability: Cyber liability insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence. Coverage must include, but not be limited to, claims involving Cyber Risks. The cyber liability policy must be endorsed to cover the full replacement value of damage to, alteration of, loss of, or destruction of intangible property (including but not limited to information or data)that is in the care, custody, or control of CONTRACTOR. G. Definition of Cyber Risks: "Cyber Risks" include but are not limited to (i) Security Breaches, which may include Disclosure of Personal Information to an Unauthorized Third Party; (ii) breach of any of CONTRACTOR's obligations under Attachment"A"to this Agreement, "Data Security"; (iii) infringement of intellectual property, including but not limited to infringement of copyright, trademark, and trade dress; (iv) invasion of privacy, including release of private information; (v) information theft; (vi)damage to or destruction or alteration of electronic information; (vii) extortion related to CONTRACTOR's obligations under this Agreement regarding electronic information, including Personal Information; (viii) network security; (ix) data breach response costs, including Security Breach response costs; (x) regulatory fines and penalties related to CONTRACTOR's obligations under this Agreement regarding electronic information, including Personal Information; and (xi) credit monitoring expenses. Capitalized terms in this paragraph have the meaning given to them in Attachment A, "Data Security." Additional Requirements Relating to Insurance: Contractor shall obtain endorsements to the Commercial General Liability insurance naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees shall be excess only and not contributing with insurance provided under Contractor's policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written notice given to County. Contractor hereby waives its right to recover from County, its officers, agents, and employees any amounts paid by the policy of worker's compensation insurance required by this Agreement. Contractor is solely responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of subrogation, but Contractor's waiver of subrogation under this paragraph is effective whether or not Contractor obtains such an endorsement. Within Thirty (30)days from the date Contractor signs and executes this Agreement, Contractor shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as required herein, to the Auditor-Controller/Treasurer-Tax Collector email, ACTTCContractDist@fresnocountyca.gov, stating that such insurance coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that such Commercial General Liability insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned; that such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees, shall be excess only and not contributing with insurance provided under Contractor's policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty(30) days advance, written notice given to County. Certificates of Insurance are to include the contract number at the top of the first page. In the event Contractor fails to keep in effect at all times insurance coverage as herein provided, the County may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such event. All policies shall be with admitted insurers licensed to do business in the State of California. Insurance purchased shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or better. HTTPS://FRESNOCOUNTY.SHAREPOINT.CCM/SITES/ISD/PURCHASING/PUBLIC/CONTRACTS&EX7RACTS/2023 CONTRACTS/P-23-004 RT LAWRENCE CORP/CONTRACTS&AMENDMENTS/P-23-004 RT LAWRENCE C0RP..D0CX PROCUREMENT AGREEMENT NUMBER: P-23-004 Page 4 RT Lawrence Corporation October 28, 2022 COMING ON COUNTY PROPERTY TO DO WORK: Contractor agrees to provide maintain and furnish proof of Comprehensive General Liability Insurance with limits of not less than $500,000 per occurrence. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by Contractor under this Agreement, it is mutually understood and agreed that Contractor, including any and all of Contractor's officers, agents, and employees will at all times be acting and performing as an independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee,joint venturer, partner, or associate of the County. Furthermore, County shall have no right to control or supervise or direct the manner or method by which Contractor shall perform its work and function. However, County shall retain the right to administer this Agreement so as to verify that Contractor is performing its obligations in accordance with the terms and conditions thereof. Contractor and County shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. Because of its status as an independent contractor, Contractor shall have absolutely no right to employment rights and benefits available to County employees. Contractor shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, Contractor shall be solely responsible and save County harmless from all matters relating to payment of Contractor's employees, including compliance with Social Security, withholding, and all other regulations governing such matters. It is acknowledged that during the term of this Agreement, Contractor may be providing services to others unrelated to the County or to this Agreement. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under this Agreement without the written consent of the other party. AMENDMENTS: This Agreement constitutes the entire Agreement between the Contractor and the County with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, Request for Proposals, Bids and understandings of any nature whatsoever unless expressly included in this Agreement. This Agreement supersedes any and all terms set forth in Contractor's invoice. This Agreement may be amended only by written addendum signed by both parties. INCONSISTENCIES: In the event of any inconsistency in interpreting the documents which constitute this Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority: (1)the text of this Agreement(excluding Attachment"A" and Attachment"B"); (2)Attachment"A"; and (3) Attachment"B". GOVERNING LAWS: This Agreement shall be construed, interpreted and enforced under the laws of the State of California. Venue for any action shall only be in County of Fresno. ELECTRONIC SIGNATURES: The parties agree that this Agreement may be executed by electronic signature as provided in this section. A. An "electronic signature" means any symbol or process intended by an individual signing this Agreement to represent their signature, including but not limited to (1) a digital signature; (2) a faxed version of an original handwritten signature; or(3) an electronically scanned and transmitted (for example by PDF document)of a handwritten signature. B. Each electronic signature affixed or attached to this Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of that person. C. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). HTTPS://FRESNOCOUNTY.SHAREPOINT.CCM/SITES/ISD/PURCHASING/PUBLIC/CONTRACTS&EX7RACTS/2023 CONTRACTS/P-23-004 RT LAWRENCE CORP/CONTRACTS&AMENDMENTS/P-23-004 RT LAWRENCE CORP..DOCC PROCUREMENT AGREEMENT NUMBER: P-23-004 Page 5 RT Lawrence Corporation October 28, 2022 D. Each party using a digital signature represents that it has undertaken and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)through (5), and agrees that each other party may rely upon that representation. This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means and either party may sign this Agreement with an original handwritten signature. Please acknowledge your acceptance by returning all pages of this Agreement to my office via email or USPS. Please refer any inquiries in this matter to Chanvathei Lonh, Purchasing Analyst, at 559-600-7110 or clonh(Dfresnocountyca.gov . FOR THE COUNTY OF FRESNO Gary CO rn u e I I e -080 Digitally signed by Gary C ' e Date:2022.12.19 09:51:22-080' Gary E. Cornuelle Purchasing Manager 333 W. Pontiac Way Clovis, CA 93612 GEC:CL HTTPS://FRESNOCOUNTY.SHAREPOIN-r.COM/SITES/ISD/PURCHASING/PUBLIC/CONTRACTS&EX7RACTS/2023 CONTRACTS/P-23-004 RT LAWRENCE CORP/CONTRACTS&AMENDMENTS/P-23-004 RT LAWRENCE CORP..D000 DocuSign Envelope ID:F5D4DC82-A373-427F-80OD-81807OD1564F PROCUREMENT AGREEMENT NUMBER: P-23-004 Page 6 RT Lawrence Corporation October 28, 2022 CONTRACTOR TO COMPLETE: Company: RT Lawrence Corporation Type of Entity: ❑ Individual ❑ Limited Liability Company ❑ Sole Proprietorship ❑ Limited Liability Partnership Corporation ❑ General Partnership 7740 Painter Avenue, Suite 100 Whittier CA 90602 Address City State Zip 626.838.5000 NA bernadette.padilla@rtlawrence.com TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS Print Name& Title: Wingloon Lawrence Tong Print Name&Title: Ravi Samtani CEO/President Corporate Secretary —DoSgned by: Signature: [ VC'U4'h&'- rtjAW IAA Signature: � 62SXBGBAED14DT.. ACCOUNTING USE ONLY ORG No.: 04100400 Account No.: 7288 Requisition No.: 4102300024 (0612022) HTTPS://FPESNOCOINW.SMMPOINT.COM/SITES/ISD/PURL ASING/PUBLIC/CONTRACTS&DORACTS/2023 cafrRACTS/P-23-004 RT LMRENCE cow/CONTRACTS&M4DMENTS/P-23-004 RT LAWRENCE CORP..DOCX PROCUREMENT AGREEMENT NUMBER: P-23-004 Attachment A Page 1 of 6 RT Lawrence Corporation October 28, 2022 ATTACHMENT 'A" "Data Security" A. Definitions. Capitalized terms used in this Attachment "A" have the meanings set forth in this section A. "Authorized Employees" means CONTRACTOR's employees who have access to Personal Information. "Authorized Persons" means: (i) any and all Authorized Employees; and (ii) any and all of CONTRACTOR's subcontractors, representatives, agents, outsourcers, and consultants, and providers of professional services to CONTRACTOR, who have access to Personal Information and are bound by law or in writing by confidentiality obligations sufficient to protect Personal Information in accordance with the terms of this Attachment "A". "Director" means COUNTY's Director of Internal Services-Chief Information Officer or his or her designee. "Disclose" or any derivative of that word means to disclose, release, transfer, disseminate, or otherwise provide access to or communicate all or any part of any Personal Information orally, in writing, or by electronic or any other means to any person. "Person" means any natural person, corporation, partnership, limited liability company, firm, or association. "Personal Information" means any and all information, including any data, provided, or to which access is provided, to CONTRACTOR by or upon the authorization of COUNTY, under this Agreement, including but not limited to vital records, that: (i) identifies, describes, or relates to, or is associated with, or is capable of being used to identify, describe, or relate to, or associate with, a person (including, without limitation, names, physical descriptions, signatures, addresses, telephone numbers, e-mail addresses, education, financial matters, employment history, and other unique identifiers, as well as statements made by or attributable to the person); (ii) is used or is capable of being used to authenticate a person (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or personal identification numbers (PINs), financial account numbers, credit report information, answers to security questions, and other personal identifiers); or is personal information within the meaning of California Civil Code section 1798.3, subdivision (a), or 1798.80, subdivision (e). Personal Information does not include publicly available information that is lawfully made available to the general public from federal, state, or local government records. "Privacy Practices Complaint" means a complaint received by COUNTY relating to CONTRACTOR's (or any Authorized Person's) privacy practices, or alleging a Security Breach. Such complaint shall have sufficient detail to enable CONTRACTOR to promptly investigate and take remedial action under this Attachment "A". "Security Safeguards" means physical, technical, administrative or organizational security procedures and practices put in place by CONTRACTOR (or any Authorized Persons) that relate to the protection of the security, confidentiality, value, or integrity of Personal Information. Security Safeguards shall satisfy the minimal requirements set forth in subsection C.(5) of this Attachment "A". "Security Breach" means (i) any act or omission that compromises either the security, confidentiality, value, or integrity of any Personal Information or the Security Safeguards, or (ii) any unauthorized Use, Disclosure, or modification of, or any loss or destruction of, or any corruption of or damage to, any Personal Information. HTTPS://FRESNOCOUNTY.SHAREPOINT.COM/SITES/ISD/PURCHASING/PUBLIC/CONTRACTS&EX7RACTS/2023 CONTRACTS/P-23-004 RT LAWRENCE CORP/CONTRACTS&AMENDMENTS/P-2 3-004 RT LAWRENCE CORP..D00C PROCUREMENT AGREEMENT NUMBER: P-23-004 Attachment A Page 2 of 6 RT Lawrence Corporation October 28, 2022 "Use" or any derivative thereof means to receive, acquire, collect, apply, manipulate, employ, process, transmit, disseminate, access, store, disclose, or dispose of Personal Information. B. Standard of Care. (1) CONTRACTOR acknowledges that, in the course of its engagement by COUNTY under this Agreement, CONTRACTOR, or any Authorized Persons, may Use Personal Information only as permitted in this Agreement. (2) CONTRACTOR acknowledges that Personal Information is deemed to be confidential information of, or owned by, COUNTY (or persons from whom COUNTY receives or has received Personal Information) and is not confidential information of, or owned or by, CONTRACTOR, or any Authorized Persons. CONTRACTOR further acknowledges that all right, title, and interest in or to the Personal Information remains in COUNTY (or persons from whom COUNTY receives or has received Personal Information) regardless of CONTRACTOR's, or any Authorized Person's, Use of that Personal Information. (3) CONTRACTOR agrees and covenants in favor of COUNTY that CONTRACTOR shall: (i) keep and maintain all Personal Information in strict confidence, using such degree of care under this Subsection B as is reasonable and appropriate to avoid a Security Breach; (ii) Use Personal Information exclusively for the purposes for which the Personal Information is made accessible to CONTRACTOR pursuant to the terms of this Attachment "A"; (iii) not Use, Disclose, sell, rent, license, or otherwise make available Personal Information for CONTRACTOR's own purposes or for the benefit of anyone other than COUNTY, without COUNTY's express prior written consent, which the COUNTY may give or withhold in its sole and absolute discretion; and (iv) not, directly or indirectly, Disclose Personal Information to any person (an "Unauthorized Third Party") other than Authorized Persons pursuant to this Agreement, without the Director's and the Recorder's express prior written consent. Notwithstanding the foregoing paragraph, in any case in which CONTRACTOR believes it, or any Authorized Person, is required to disclose Personal Information to government regulatory authorities, or pursuant to a legal proceeding, or otherwise as may be required by applicable law, Contractor shall (a) immediately notify COUNTY of the specific demand for, and legal authority for the disclosure, including providing County with a copy of any notice, discovery demand, subpoena, or order, as applicable, received by CONTRACTOR, or any Authorized Person, from any government regulatory authorities, or in relation to any legal proceeding, and (b) promptly notify COUNTY before such Personal Information is offered by CONTRACTOR for such disclosure so that COUNTY may have sufficient time to obtain a court order or take any other action COUNTY may deem necessary to protect the Personal Information from such disclosure, and CONTRACTOR shall cooperate with COUNTY to minimize the scope of such disclosure of such Personal Information. CONTRACTOR shall remain liable to COUNTY for the actions and omissions of any Unauthorized Third Party concerning its Use of such Personal Information as if they were CONTRACTOR's own actions and omissions. C. Information Security. (1) CONTRACTOR covenants, represents and warrants to COUNTY that Contractor's Use of Personal Information under this Agreement does and shall at all times comply with all applicable federal, state, and local, privacy and data protection laws, as well as all other applicable regulations and directives, including but not limited to California Civil Code, Division 3, Part 4, Title 1.81 (beginning with section 1798.80), and the Song-Beverly Credit Card Act of 1971 (California Civil Code, Division 3, Part 4, Title 1.3, beginning with section 1747). If CONTRACTOR Uses credit, debit or other payment cardholder information, CONTRACTOR shall at all times remain in compliance with the Payment Card Industry Data Security Standard ("PCI DSS") requirements, including remaining aware at all times of changes to the PCI DSS HTTPS://FRESNOCOUNTY.SHAREPOINT.COM/SITES/ISD/PURCHASING/PUBLIC/CONTRACTS&EX7RACTS/2023 CONTRACTS/P-23-004 RT LAWRENCE CORP/CONTRACTS&AMENDMENTS/P-2 3-004 RT LAWRENCE CORP..D00C PROCUREMENT AGREEMENT NUMBER: P-23-004 Attachment A Page 3 of 6 RT Lawrence Corporation October 28, 2022 and promptly implementing and maintaining all procedures and practices as may be necessary to remain in compliance with the PCI DSS, in each case, at CONTRACTOR's sole cost and expense. (2) CONTRACTOR covenants, represents and warrants to COUNTY that, as of the Effective Date, CONTRACTOR has not received notice of any violation of any privacy or data protection laws, as well as any other applicable regulations or directives, and is not the subject of any pending legal action or investigation by, any government regulatory authority regarding same. (3) Without limiting CONTRACTOR's obligations under subsection C.(1) of this Attachment "A", CONTRACTOR's (or Authorized Person's) Security Safeguards shall be no less rigorous than accepted industry practices and, at a minimum, include the following: (i) limiting Use of Personal Information strictly to CONTRACTOR's and Authorized Persons' technical and administrative personnel who are necessary for the CONTRACTOR's, or Authorized Persons', Use of the Personal Information pursuant to this Agreement; (ii) ensuring that all of CONTRACTOR's connectivity to County computing systems will only be through COUNTY's security gateways and firewalls, and only through security procedures approved upon the express prior written consent of the Director; (iii) to the extent that they contain or provide access to Personal Information, (a) securing business facilities, data centers, paper files, servers, back-up systems and computing equipment, operating systems, and software applications, including, but not limited to, all mobile devices and other equipment, operating systems, and software applications with information storage capability; (b) employing adequate controls and data security measures, both internally and externally, to protect (1)the Personal Information from potential loss or misappropriation, or unauthorized Use, and (2) the COUNTY's operations from disruption and abuse; (c) having and maintaining network, device application, database and platform security; (d) maintaining authentication and access controls within media, computing equipment, operating systems, and software applications; and (e) installing and maintaining in all mobile, wireless, or handheld devices a secure internet connection, having continuously updated anti-virus software protection and a remote wipe feature always enabled, all of which is subject to express prior written consent of the Director; (iv) encrypting all Personal Information at advance encryption standards of Advanced Encryption Standards (AES) of 128 bit or higher (a) stored on any mobile devices, including but not limited to hard disks, portable storage devices, or remote installation, or (b) transmitted over public or wireless networks (the encrypted Personal Information must be subject to password or pass phrase, and be stored on a secure server and transferred by means of a Virtual Private Network (VPN) connection, or another type of secure connection, all of which is subject to express prior written consent of the Director); (v) strictly segregating Personal Information from all other information of CONTRACTOR, including any Authorized Person, or anyone with whom CONTRACTOR or any Authorized Person deals so that Personal Information is not commingled with any other types of information; (vi) having a patch management process including installation of all operating system/software vendor security patches; (vii) maintaining appropriate personnel security and integrity procedures and practices, including, but not limited to, conducting background checks of Authorized Employees consistent with applicable law; and (viii) providing appropriate privacy and information security training to Authorized Employees. (4) During the term of each Authorized Employee's employment by CONTRACTOR, CONTRACTOR shall cause such Authorized Employees to abide strictly by CONTRACTOR's obligations under this Attachment "A". CONTRACTOR further agrees that it shall maintain a disciplinary process to address any unauthorized Use of Personal Information by any Authorized Employees. (5) CONTRACTOR shall, in a secure manner, backup daily, or more frequently if it is CONTRACTOR's practice to do so more frequently, Personal Information received from COUNTY, and the COUNTY shall have immediate, real time access, at all times, to such HTTPS://FRESNOCOUNTY.SHAREPOINT.COM/SITES/ISD/PURCHASING/PUBLIC/CONTRACTS&EX7RACTS/2023 CONTRACTS/P-23-004 RT LAWRENCE CORP/CONTRACTS&AMENDMENTS/P-2 3-004 RT LAWRENCE CORP..D00C PROCUREMENT AGREEMENT NUMBER: P-23-004 Attachment A Page 4 of 6 RT Lawrence Corporation October 28, 2022 backups via a secure, remote access connection provided by CONTRACTOR, through the Internet. (6) CONTRACTOR shall provide COUNTY with the name and contact information for each Authorized Employee (including such Authorized Employee's work shift, and at least one alternate Authorized Employee for each Authorized Employee during such work shift) who shall serve as COUNTY's primary security contact with CONTRACTOR and shall be available to assist COUNTY twenty-four (24) hours per day, seven (7) days per week as a contact in resolving CONTRACTOR's and any Authorized Persons' obligations associated with a Security Breach or a Privacy Practices Complaint. D. Security Breach Procedures. (1) Immediately upon CONTRACTOR's awareness or reasonable belief of a Security Breach, CONTRACTOR shall (a) notify the Director of the Security Breach, such notice to be given first by telephone at the following telephone number, followed promptly by email at the following email address: (559) 600-6200 / ematthews@fresnocountyca.gov (which telephone number and email address COUNTY may update by providing notice to CONTRACTOR), and (b) preserve all relevant evidence (and cause any affected Authorized Person to preserve all relevant evidence) relating to the Security Breach. The notification shall include, to the extent reasonably possible, the identification of each type and the extent of Personal Information that has been, or is reasonably believed to have been, breached, including but not limited to, compromised, or subjected to unauthorized Use, Disclosure, or modification, or any loss or destruction, corruption, or damage. (2) Immediately following CONTRACTOR's notification to COUNTY of a Security Breach, as provided pursuant to subsection D.(1) of this Attachment "A", the Parties shall coordinate with each other to investigate the Security Breach. CONTRACTOR agrees to fully cooperate with COUNTY, including, without limitation: (i) assisting COUNTY in conducting any investigation; (ii) providing COUNTY with physical access to the facilities and operations affected; (iii) facilitating interviews with Authorized Persons and any of CONTRACTOR's other employees knowledgeable of the matter; and (iv) making available all relevant records, logs, files, data reporting and other materials required to comply with applicable law, regulation, industry standards, or as otherwise reasonably required by COUNTY. To that end, CONTRACTOR shall, with respect to a Security Breach, be solely responsible, at its cost, for all notifications required by law and regulation, or deemed reasonably necessary by COUNTY, and CONTRACTOR shall provide a written report of the investigation and reporting required to the Director within thirty (30) days after the CONTRACTOR's discovery of the Security Breach. (3) County shall promptly notify CONTRACTOR of the Director's knowledge, or reasonable belief, of any Privacy Practices Complaint, and upon CONTRACTOR's receipt of notification thereof, CONTRACTOR shall promptly address such Privacy Practices Complaint, including taking any corrective action under this Attachment "A", all at CONTRACTOR's sole expense, in accordance with applicable privacy rights, laws, regulations and standards. In the event CONTRACTOR discovers a Security Breach, CONTRACTOR shall treat the Privacy Practices Complaint as a Security Breach. Within twenty-four (24) hours of CONTRACTOR's receipt of notification of such Privacy Practices Complaint, CONTRACTOR shall notify COUNTY whether the matter is a Security Breach, or otherwise has been corrected and the manner of correction, or determined not to require corrective action and the reason therefor. (4) CONTRACTOR shall take prompt corrective action to respond to and remedy any Security Breach and take mitigating actions, including but not limiting to, preventing any reoccurrence of the Security Breach and correcting any deficiency in Security Safeguards as a result of such incident, all at CONTRACTOR's sole expense, in accordance with applicable privacy rights, laws, regulations and standards. CONTRACTOR shall reimburse COUNTY for all reasonable costs incurred by COUNTY in responding to, and mitigating damages caused by, any Security HTTPS://FRESNOCOUNTY.SHAREPOINT.COM/SITES/ISD/PURCHASING/PUBLIC/CONTRACTS&EX7RACTS/2023 CONTRACTS/P-23-004 RT LAWRENCE CORP/CONTRACTS&AMENDMENTS/P-2 3-004 RT LAWRENCE CORP..D00C PROCUREMENT AGREEMENT NUMBER: P-23-004 Attachment A Page 5 of 6 RT Lawrence Corporation October 28, 2022 Breach, including all costs of COUNTY incurred relation to any litigation or other action described subsection D.(5) of this Attachment "A". (5) CONTRACTOR agrees to cooperate, at its sole expense, with COUNTY in any litigation or other action to protect COUNTY's rights relating to Personal Information, including the rights of persons from whom COUNTY receives Personal Information. E. Oversight of Security Compliance. (1) CONTRACTOR shall have and maintain a written information security policy that specifies Security Safeguards appropriate to the size and complexity of CONTRACTOR's operations and the nature and scope of its activities. (2) Upon COUNTY's written request, to confirm CONTRACTOR's compliance with this Attachment "A", as well as any applicable laws, regulations and industry standards, CONTRACTOR grants COUNTY or, upon COUNTY's election, a third party on COUNTY's behalf, permission to perform an assessment, audit, examination or review of all controls in CONTRACTOR's physical and technical environment in relation to all Personal Information that is Used by CONTRACTOR pursuant to this Agreement. CONTRACTOR shall fully cooperate with such assessment, audit or examination, as applicable, by providing COUNTY or the third party on COUNTY's behalf, access to all Authorized Employees and other knowledgeable personnel, physical premises, documentation, infrastructure and application software that is Used by CONTRACTOR for Personal Information pursuant to this Agreement. In addition, CONTRACTOR shall provide COUNTY with the results of any audit by or on behalf of CONTRACTOR that assesses the effectiveness of CONTRACTOR's information security program as relevant to the security and confidentiality of Personal Information Used by CONTRACTOR or Authorized Persons during the course of this Agreement under this Attachment "A". (3) CONTRACTOR shall ensure that all Authorized Persons who Use Personal Information agree to the same restrictions and conditions in this Attachment "A". that apply to CONTRACTOR with respect to such Personal Information by incorporating the relevant provisions of these provisions into a valid and binding written agreement between CONTRACTOR and such Authorized Persons, or amending any written agreements to provide same. F. Return or Destruction of Personal Information. Upon the termination of this Agreement, CONTRACTOR shall, and shall instruct all Authorized Persons to, promptly return to COUNTY all Personal Information, whether in written, electronic or other form or media, in its possession or the possession of such Authorized Persons, in a machine readable form used by COUNTY at the time of such return, or upon the express prior written consent of the Recorder and the Director, securely destroy all such Personal Information, and certify in writing to the COUNTY that such Personal Information have been returned to COUNTY or disposed of securely, as applicable. If CONTRACTOR is authorized to dispose of any such Personal Information, as provided in this Attachment "A", such certification shall state the date, time, and manner (including standard) of disposal and by whom, specifying the title of the individual. CONTRACTOR shall comply with all reasonable directions provided by the Recorder and the Director with respect to the return or disposal of Personal Information and copies thereof. If return or disposal of such Personal Information or copies of Personal Information is not feasible, CONTRACTOR shall notify COUNTY according, specifying the reason, and continue to extend the protections of this Attachment "A" to all such Personal Information and copies of Personal Information. CONTRACTOR shall not retain any copy of any Personal Information after returning or disposing of Personal Information as required by this section F. CONTRACTOR's obligations under this section F survive the termination of this Agreement and apply to all Personal Information that CONTRACTOR retains if return or disposal is not feasible and to all Personal Information that CONTRACTOR may later discover. HTTPS://FRESNOCOUNTY.SHAREPOINT.COM/SITES/ISD/PURCHASING/PUBLIC/CONTRACTS&EX7RACTS/2023 CONTRACTS/P-23-004 RT LAWRENCE CORP/CONTRACTS&AMENDMENTS/P-2 3-004 RT LAWRENCE CORP..D00C PROCUREMENT AGREEMENT NUMBER: P-23-004 Attachment A Page 6 of 6 RT Lawrence Corporation October 28, 2022 G. Equitable Relief. CONTRACTOR acknowledges that any breach of its covenants or obligations set forth in this Attachment "A" may cause COUNTY irreparable harm for which monetary damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, COUNTY is entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other remedy to which COUNTY may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available to COUNTY at law or in equity or under this Agreement. H. Indemnification. CONTRACTOR shall defend, indemnify and hold harmless COUNTY, its officers, employees, and agents, (each, a "COUNTY Indemnitee") from and against any and all infringement of intellectual property including, but not limited to infringement of copyright, trademark, and trade dress, invasion of privacy, information theft, and extortion, unauthorized Use, Disclosure, or modification of, or any loss or destruction of, or any corruption of or damage to, Personal Information, Security Breach response and remedy costs, credit monitoring expenses, forfeitures, losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, fines and penalties (including regulatory fines and penalties), costs or expenses of whatever kind, including attorneys' fees and costs, the cost of enforcing any right to indemnification or defense under this Attachment "A" and the cost of pursuing any insurance providers, arising out of or resulting from any third party claim or action against any COUNTY Indemnitee in relation to CONTRACTOR's, its officers, employees, or agents, or any Authorized Employee's or Authorized Person's, performance or failure to perform under this Attachment "A" or arising out of or resulting from CONTRACTOR's failure to comply with any of its obligations under this section H. The provisions of this section H do not apply to the acts or omissions of COUNTY. The provisions of this section H are cumulative to any other obligation of CONTRACTOR to, defend, indemnify, or hold harmless any COUNTY Indemnity under this Agreement. The provisions of this section H shall survive the termination of this Agreement. I. Survival. The respective rights and obligations of CONTRACTOR and COUNTY as stated in this Attachment "A" shall survive the termination of this Agreement. J. No Third Party Beneficiary. Nothing express or implied in the provisions of in this Attachment "A" is intended to confer, nor shall anything herein confer, upon any person other than COUNTY or CONTRACTOR and their respective successors or assignees, any rights, remedies, obligations or liabilities whatsoever. L. No County Warranty. COUNTY does not make any warranty or representation whether any Personal Information in CONTRACTOR's (or any Authorized Person's) possession or control, or Use by CONTRACTOR (or any Authorized Person), pursuant to the terms of this Agreement is or will be secure from unauthorized Use, or a Security Breach or Privacy Practices Complaint. HTTPS://FRESNOCOUNTY.SHAREPOINT.COM/SITES/ISD/PURCHASING/PUBLIC/CONTRACTS&EX7RACTS/2023 CONTRACTS/P-23-004 RT LAWRENCE CORP/CONTRACTS&AMENDMENTS/P-2 3-004 RT LAWRENCE CORP..D00C PROCUREMENT AGREEMENT NUMBER: P-23-004 Attachment B Page 1 of 1 RT Lawrence Corporation October 28, 2022 ATTACHMENT "B" Proposal .. Client Name: Fresno County Treasurer-Tax Collector's Officce Ship/Bill To Address: 2281 Tulare Street Fresno,CA 93721 Attention: Frank Gomez Coverage Date: January 1-December 31 RTI Account Manager: Bernadette Padilla Per Description Qty Item Price Amount RTLFiRST Software CAR-00 Mitek E-key License-2MM Checks/Year 1 $1,278.69 $1,278.69 PRC-01 Process Module 1 $1,460.68 $1,460.68 OPX-01 OPEX Connect Process Module 2 $1,278.11 $2,556.21 MOP-01 Initial Operation-Property Tax 1 $0.00 $0.00 SVR-01 Supervisor/Verification-1 User License 1 $593.25 $593.25 VRF-01 Verification-2 User License 2 $593.25 $1,186.51 MOP-01 2nd Operation-Treasury 1 $228.08 $228.08 SVR-01 Supervisor/Verification-1 User License 1 $319.08 $319.08 VRF-01 Verification-2 User License 2 $319.08 $638.16 MOP-01 3rd Operation-Revenue 1 $228.08 $228.08 SVR-01 Supervisor/Verification-1 User License 1 $320.26 $320.26 VRF-01 Verification-2 User License 2 $319.67 $639.35 MOP-01 4th Operation-Public Works 1 $0.00 $0.00 SVR-01 Supervisor/Verification-1 User License 1 $0.00 $0.00 VRF-01 Verification-2 User License 2 $0.00 $0.00 FVW-WEB FiRSTView Imaging Web Based 1 $931.25 $931.25 FVW-API FiRSTView Imaging API 1 $774.48 $774.48 CHK 21-001 Check2l Module 1 $1,095.51 $1,095.51 CHK 21-IMS Mitek Image Score-2MM Checks/Year 1 $730.35 $730.35 RTL-SW-TS Test System Environment 1 $2,983.14 $2,983.14 DM-01 Distribution Manager 1 $688.42 $688.42 RGN-01 Refund/Reject Generation Module 1 $1,032.63 $1,032.63 Annual Business Process Review/Workflow Efficiency 1 Included Included Sub-Total $17,684.11 Sales Tax(8.350%) $1,476.62 Total Annual Support for 2023 $19,160.73 FIVE YEAR SUPPORT FROM 2023-202� Annual Support from January 1,2023 to December 31,2023 $19,160.73 Annual Support from January 1,2024 to December 31,2024 $20,118.77 Annual Support from January 1,2025 to December 31,2025 $21,124.71 Annual Support from January 1,2026 to December 31,2026 $22,180.94 Annual Support from January 1,2027 to December 31,2027 $23,289.99 Please note that amounts shown herein are only estimates and may have a very slight difference from actual invoice amount. HTTPS://FRESNOCOUNTY.SHAREPOINT.COM/SITES/ISD/PURCHASING/PUBLIC/CONTRACTS&EXTRACTS/2023 CONTRACTS/P-23-004 RT LAWRENCE CORP/CONTRACTS&AMENDMENTS/P-23-004 RT LAWRENCE CORP..DOCX