Loading...
HomeMy WebLinkAboutP-23-071 Infosoft Group LLC dba Circa.pdf AGREEMENT #P-23-071 Page 1 of 17 Infosoft Group LLC dba Circa 02/21/2023 Product Schedule *THIS IS NOT AN INVOICE* This Services Agreement is entered into between The Infosoft Group LLC, dba Circa, and the customer listed in the signature below, ("Customer"). Start Date:3/01/2023 Term Length: 12 months Billing Start Date:3/01/2023 Payment Terms: Net 45 Compliance Powered Subscription Product Quantity Adjustments Net Unit Net Total Price Up to 50 Concurrent Job Postings with 1 $-1,000.00 $10,995.00 $10,995.00 Marketing for up to 10 ESDS States OFCCP Set-Up 1 $995.00 $995.00 CA-Authorized VEVRAA State 1 Included $0.00 Compliance Powered Subscription $11,990.00 Total: Total Contract Value: $11,990.00 Sales tax will be added in applicable states. This Product Schedule is an exhibit to and subject to the terms of the Master Services Agreement. All services are paid in full, in advance, and payment for service shall be considered non-refundable provided Circa delivers services during the 12-month period according to the Master Services Agreement. {initials) Renewal Contact Name: Renewal Contact Email: Renewal Contact Role: AGREEMENT #P-23-071 Page 2 of 17 Infosoft Group LLC dba Circa 02/21/2023 By signing below,the customer representative confirms they are authorized to enter into this agreement. County of Fresno The Infosoft Group LLC Print Name: Gary E. Cornuelle Print Name: James R. McCann Digitally signed by Gary Gary Cornuelle Cornuelle Date:2023.02.21 11:10:41 Signature: -08,00, Signature: Title: Purchasing Manager Title: Chief Financial Officer Date: February 21, 2023 Date:2/13/2023 AGREEMENT #P-23-071 Page 3 of 17 Infosoft Group LLC dba Circa 02/21/2023 Confirmation and Authorization Form This confirms that the Circa is authorized to post jobs on behalf of our company to the applicable state employment service delivery systems(ESDS)/state job banks where our jobs are located. Circa is the sole provider authorized to distribute and post jobs on our behalf to the state ESDS/state job banks.Any jobs data coming from other sources is not authorized and should not be accepted. Contact Name: Title: Email: Phone: Signature: Date: AGREEMENT #P-23-071 Page 4 of 17 Infosoft Group LLC dba Circa 02/21/2023 Accounts Payable and Invoicing Instructions Billing Contact First Name: Billing Contact Last Name: Billing Phone Number: *Please include a shared,monitored email address,ex:ap@yourcompany.com Billing Contact Email: Billing Secondary Email: Billing Address: Street: City: State: Zip/Postal Code: *Used for sales tax if applicable. Invoice Delivery Method: Are you Tax Exempt? If yes, please provide your tax exemption certificate: PO Required? If yes, provide PO Number: If a PO is required but not available, it is the customer's responsibility to forward documentation to AR@circaworks.com Will you use a third party payment process? If yes, please provide instructions on registering as a supplier/vendor. AGREEMENT #P-23-071 Page 5 of 17 Infosoft Group LLC dba Circa 02/21/2023 CircaFrom this point forward, business will be different. OFCCP Compliance Solutions Local Recruiting Subscription Unrestricted candidate database access in all applicable states Job postings: concurrent job slots outlined in product schedule Position and Company Exposure Cross-posting of all jobs to our network of hundreds of local and diversity employment websites including jobs.localjobnetwork.com. Additional exposure to Diversitylobs niche sites when Compliance Powered subscription package is purchased.Some of these are: • African American & Black Jobs Jobs.Loca lJ o b N etwo rk.co m Asian American & Pacific Islanders Jobs Hispanic& Latinx Jobs • Disability Jobs LG BTQIA+Jobs • Indigenous & Native Jobs We Hire Women • DiversityJobs.com • Veteran Jobs Over Fifty Jobs Applicant'Tracking System (ATS) • Manage applicants from all recruiting sources Hiring stage folders Record notes,send messages,and disposition candidates Pre-screen and post-applicant questionnaires • Job applicant reporting Mirroring Program (if using your oven ATS) Program pulls jobs from your website and posts them onto our website* Redirect all applicants seamlessly from our website to your applicant tracking system No manual posting necessary • Program updates daily circaworks.com infoCa)circaworks.com (800)984-3775 1000 North Water Street.Suite 1200 Milwaukee,WI 53202 AGREEMENT #P-23-071 Page 6 of 17 Infosoft Group LLC dba Circa 02/21/2023 Cc irca From this point forward, business will be different. *ATTENTION: Immediately notify Circa about changes to yourATS vendor or the site/URL where your jobs are being mirrored.If changes are not communicated,mirroring and other services listed in the subscription agreement will cease until the information is updated. Powered13yT'" (if using Circa's ATS) • Pulls jobs posted in our applicant tracking system(ATS)and populates them directly onto your careers page • Automatically updates • Allows for seamless transition and an easy,streamlined application process Government Compliance (OFCCP/EEO/AA) Community and Diversity Outreach Open jobs are emailed daily through our Community and Diversity Outreach program connecting your jobs with active and passive job seekers from our community partners.The community and diversity outreach partners receive jobs that match criteria they specifically requested and share the positions with the appropriate members of their organizations. • Minorities LGBTQ Women Historically black colleges and universities Individuals with disabilities ° State workforce agencies (IWDs) Veterans Construction/skilled trades Diversity organizations Professional/technical groups Universities and colleges Business professionals Outreach Management- System • Increase targeted outreach to local organizations through linkage agents Track communication while building relationships with community and diversity partners • Create customized messages with ability to attach documents • Record notes to document activity • Ability to add local organizations and contacts • On-demand reporting to track all activity per user Linkage Agents Customize your outreach to target underrepresented groups ® Send your jobs to specific organizations Targeted company branded emails come directly from user • Select frequency and filter jobs promoted to organizations VEVRAA • Service will be provided to the applicable VEVRAA service states outlined on the product schedule circaworks.com info'cicircaworks.com (800)984-3775 1000 North Water Street, Suite 1200 MilWaukee.WI 53202 AGREEMENT #P-23-071 Page 7 of 17 Infosoft Group LLC dba Circa 02/21/2023 Cc irca From this point forward, business will be different. Cross-posting to all Employment Service Delivery Systems (ESDS/state job banks) • Company owned account creation, registration,and management in all authorized VEVRAA service states Cross-posting of your positions to all authorized VEVRAA service states Automatic recording of ESDS confirmation ID on all jobs cross-posted to ease tracking and reporting - On-demand compliance reporting and record retention with a pdf snapshot of each ESDS listing • Monthly email notifications to ESDS: • Identifies your company as a federal contractor,if applicable • Request priority referral of protected veterans • Provides a link to company contact information and hiring locations Includes a link to current job opportunities VetConnect'"' • Program designed to help federal contractors give veterans priority referral • Open positions are sent to LVERs and DVOP specialists through a targeted email • Positions are listed by geographic counties or county equivalent Equal Employment Opportunity (EEO) Notice to Applicants • EEO notice language is included as a predefined question in the questionnaire feature Executive Order 11246 (Internet Applicant Rule) • Tools to create customized questionnaires to collect demographic data for internet applicants • OFCCP's inquiry language for veteran and disability status is included as predefined questions in the questionnaire feature • Record and retain data from candidate database searches Section 503 of the Rehabilitation Act (Individuals with Disabilities) Accessibility features ensure disabled job seekers can easily navigate our sites,find company information and open positions, and have a fair application experience Compliance Audit Support Team (CAST) • Educate and provide guidance through each phase of an audit • Provide resources and information on what to expect during an audit,evaluate questions that may be asked,and recommend best practices • Compile necessary reports that are required in an audit Serve as a liaison and customer advocate with ESDSs Ask the Experts • Receive guidance related to OFCCP,AA, EEO from industry experts • Submit questions and receive answers within your account circaworks.com info;acircavvorks.com (800)984-3775 1000 North Water Street,Suite 1200 Milwaukee,WI S3202 AGREEMENT #P-23-071 Page 8 of 17 Infosoft Group LLC dba Circa 02/21/2023 CircaFrom this point forward, business will be different. • View questions/answers from other Circa users Advancing Belonging & Inclusion (ABI) [OPTIONAL] Calendar of DEI Celebrations with ready to use templates and educational documents • DEI Content Library with templates,sample policies,step by step guides and how to documents Unbiased Candidate Sourcing and Scoring Diversity Sourcing • Skill based evaluations of candidates and applicants • Discover hundreds of qualified, underrepresented candidates in seconds rather than spending days or weeks sourcing passive candidates* Attract applicants from a diverse network of partnerships *Note:refer to your contract for credit inclusions.Additional credits are available for purchase. Employer Branding Company Profile Page • Customized company overview • Links to all job postings Social Media Promote your social media presence • Ability to manually Tweet positions Connect candidates to your social media accounts on Facebook,Twitter, Linkedln,and YouTube,which are promoted on your open jobs and company profile Stay Connected Complimentary Resources • The OFCCP Digest • Webinars Articles and Podcasts Circa's commitment to excellence practices a discipline of continuously enhancing products and services. Information within is subject to change without notice. circaworks.com info:)circaworks.com (800)984-3775 1000 North Water Street,Suite 1200 Milwaukee,WI 53202 AGREEMENT #P-23-071 Page 9 of 17 Infosoft Group LLC dba Circa 02/21/2023 MASTER SERVICES AGREEMENT This Master Service Agreement ("Agreement") is made between The Infosoft Group LLC,a Wisconsin limited liability corporation, dba Circa ("Infosoft") and the County of Fresno,a political subdivision of the State of California ("County"). 1. Services. Infosoft will provide the services ("Services") contained in the Product Schedule attached as Exhibit A ("Product Schedule"). 2. Fees and Payment Terms. County will pay all fees due according to the Product Schedule.All fees shall be paid within forty-five (45) days of receipt of the invoice. 3. Fee Increases. Infosoft may, at any time after the first twelve (12) months of the Initial Term,and in its sole discretion, modify the fees upon sixty (60) days' notice to County, provided that any such modifications may not cumulatively exceed the price increase identified in the Product Schedule (or if none, then not greater than the Consumer Price Index as per the U.S. Bureau of Labor Statistics), in a twelve (12) month period. 4. Proprietary Rights. Infosoft and County will continue to own all copyrights, patents,trademarks, service marks, trade secrets, and other proprietary rights that such party owned immediately prior to this Agreement. No intellectual property is intended to be created or transferred in connection with this Agreement, and all rights with respect to any intellectual property developed or conceived by a party will remain solely owned by the party that developed or conceived such intellectual property. County may submit bug reports, comments, suggestions, enhancement requests, recommendations or other feedback ("Feedback"), relating to the Services. By submitting Feedback, County assigns to Infosoft all rights, title, and interest in and to the Feedback. 5. Indemnity. Infosoft shall indemnify and hold harmless and defend the County(including its officers, agents, employees, and volunteers)against all claims, demands, injuries, damages,costs,expenses (including attorney fees and costs),fines, penalties, and liabilities of any kind to the County, Infosoft,or any third party that arise from or relate to the performance or failure to perform by Infosoft(or any of its officers,agents,subcontractors,or employees) under this Agreement.The County may conduct or participate in its own defense without affecting Infosoft's obligation to indemnify and hold harmless or defend the County. 5.1 Survival.This Provision 5 survives the termination of this Agreement. 6. Content and Data. All County-provided content, graphical, rich media and text, and data received, used, or stored pursuant to this Agreement shall be and remain the exclusive property of County.County is solely responsible for the adequacy and accuracy of such content and data. Infosoft may access such data solely for the purpose of delivering the Services or as otherwise agreed to herein. Notwithstanding the foregoing, County consents to receiving email updates and announcements from Infosoft that convey website enhancements, updates and promotions. 7. Data Backup and Recovery. Infosoft performs backups of all critical data, files, and file systems on a daily basis, and stores a copy thereof offsite for disaster recovery purposes. Infosoft warrants to County that all data shall be kept and immediately available to County for up to five (5) years from the date of each such backup. 8. Acceptable Use Policy. County acknowledges and agrees that: AGREEMENT #P-23-071 Page 10 of 17 Infosoft Group LLC dba Circa 02/21/2023 (a) Infosoft does not monitor or police the content of communications or data of County or County's users uploaded in or transmitted through the Services, and that Infosoft shall not be responsible for the content of any such communications or transmissions; (b) Use of the Services by County is limited to internal use by County employees during the Term of the Agreement. Redistribution, reselling, or providing access to the Services to any third- party or use of the Services contrary to the permitted use or for purposes not expressly permitted in this Agreement is strictly prohibited; (c) County shall use the Services exclusively for authorized and legal purposes, consistent with all applicable laws and regulations. County agrees not to post on the Web site any content or data which (i) is libelous, defamatory, obscene, pornographic, abusive, discriminatory, harassing, or threatening; (ii) contains viruses or other contaminating or destructive features; (iii) violates the rights of others, such as data which infringes on any intellectual property rights or violates any right of privacy or publicity; (iv)that is for any purpose other than to advertise employment opportunities; or (v) otherwise violates any applicable law (including, without limitation,the laws and regulations governing export control, unfair competition, antidiscrimination, or false advertising); and (d) County further agrees not to use the Web site to solicit users to join or to procure products or services competitive to the Services. Upon at least three (3) day(s) written notice to County, specifically stating the objection, Infosoft reserves the right to delete any County content that it may determine, in its sole discretion, violates this Agreement or is otherwise inappropriate for publicly posting. Certain Services may require that County identify an administrative user name and password for County's account. Infosoft reserves the right to refuse registration of or cancel passwords it deems inappropriate. 9. Confidentiality. (a) All proprietary and other nonpublic information of County and its clients (including without limitation, the identity of County's clients) disclosed to Infosoft in the course of Infosoft's performance of Services under this Agreement (collectively, "County Confidential Information")shall be treated confidentially by Infosoft. (b)All proprietary information of Infosoft(as defined in Government Code section_7927.705, including, but not limited to, the source code and documentation pertaining to the Services,disclosed to County in the course of Infosoft's performance of Services under this Agreement(collectively, "Infosoft Confidential Information")are valuable trade secrets of Infosoft and shall remain confidential. (c) Neither party shall, during or after the Term, use or disclose any Confidential Information of the other party, except in furtherance of this Agreement or under a court order or subpoena, in which case notice of the order or subpoena shall, if permitted, be sent to the disclosing party,without the prior written consent of the disclosing party.The recipient of Confidential Information shall immediately deliver to the disclosing party (or destroy and certify the destruction of), at any time upon the disclosing party's request, any data, records or documents in its possession or control which contain the disclosing party's Confidential Information. 10. PUBLIC RECORDS AGREEMENT #P-23-071 Page 11 of 17 Infosoft Group LLC dba Circa 02/21/2023 10.1 The parties acknowledge and agree the County is subject to California public disclosure laws that authorize and/or require the County to disclose this Agreement and records or data associated with this Agreement, including, but not limited to, those records or data provided by Infosoft, except as otherwise provided in Section 9 ("Confidentiality"). The County's public disclosure in response to a submitted request under applicable California law of this Agreement or any record or data that Infosoft may provide to the County, or any public disclosure that the County may, in its discretion, make may include but is not limited to the following: 10.1.1 This Agreement, and any record or data that Infosoft may provide to the County,are subject to public disclosure under the Ralph M. Brown Act (California Government Code,Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950). 10.1.2 This Agreement, and any record or data that Infosoft may provide to the County, are subject to public disclosure as a public record under the California Public Records Act(California Government Code,Title 1, Division 10,Chapter 3, beginning with section 7920.200) ("CPRA"). 10.1.3 This Agreement, and any record or data that Infosoft may provide to the County, are subject to public disclosure as information concerning the conduct of the people's business of the State of California under California Constitution, Article 1,section 3,subdivision (b). 10.1.4 Any marking of confidentiality or restricted access upon or otherwise made with respect to any record or data that Infosoft may provide to the County shall be disregarded. In the event a request for public disclosure is submitted, or if the County, in its discretion, makes any public disclosure,with respect to any such record or data,such markings shall have no effect on the County's right or duty to disclose to the public or governmental agency any such record or data. 10.2 Public Records Act Requests. If the County receives a written or oral request submitted under the CPRA to publicly disclose any record that is in Infosoft's possession or control and of which the County does not have already have the original or a copy, and which the County has a right, under any provision of this Agreement or applicable law, to possess or control, then the County may demand, in writing, that Infosoft deliver to the County,for purposes of public disclosure,the requested records that may be in the possession or control of Infosoft. Within five business days after the County's demand, Infosoft shall (a) deliver to the County all of the requested records that are in Infosoft's possession or control,together with a written statement that Infosoft,after conducting a diligent search, has produced all requested records that are in Infosoft possession or control, (b) provide to the County a written statement that Infosoft, after conducting a diligent search, does not possess or control any of the requested records, or (c) provide a written explanation as to why additional time may be reasonably required to comply with the County's demand. Infosoft shall reasonably cooperate with the County with respect to any County demand for such records. If Infosoft wishes to assert that any specific record or data is exempt from disclosure under the CPRA or other applicable law, it must deliver the record or data to the County and assert the exemption by citation to specific legal authority within the written statement that it provides to the County under this section. Infosoft's assertion of any exemption from disclosure is not binding on the County, but the County will give at least 10 days' advance written notice to Infosoft before disclosing any record subject to Infosoft's assertion of exemption from disclosure. AGREEMENT #P-23-071 Page 12 of 17 Infosoft Group LLC dba Circa 02/21/2023 11. Warranties by County. County warrants to Infosoft that (a) County will use the Services in compliance with all applicable laws, rules and regulations (including without limitation any privacy and computer laws, but subject in all respects to Section 10, Public Records), (b) County will use the Services in accordance with this Agreement and Infosoft's terms of use and conditions on its website (https://circaworks.com/terms-of-use/), but subject in all respects to Section 10, Public Records ("Infosoft's terms of use and conditions") shall govern the activity of the end user; however should there be conflicting term(s) between this Agreement and Infosoft's terms of use and conditions,the term(s) of this Agreement will control. Without limiting the foregoing, (i) County shall not access, or attempt to access, Infosoft's website by any means other than through the interface that is provided by Infosoft, unless County shall have been specifically allowed to do so in a separate written agreement with Infosoft, and (ii) County shall not access, or attempt to access, Infosoft's website through any automated means, including using scripts or web crawlers, and shall ensure that it complies with the instructions set out in any robots.txt file present on the website. 12. Warranties by Infosoft. Infosoft warrants to County that Infosoft will (a) perform the Services in a timely and competent manner, and (b) comply with all applicable laws, rules and regulations in delivering the Services. 13. Term and Termination. Unless otherwise stated in the Product Schedule, (a)The initial term of the Services("Initial Term")shall be as set forth in the Product Schedule. (b) Infosoft may terminate this Agreement by prior written notice to County if County fails to make a payment when due and does not cure such failure to pay within fifteen (15) County business days after receipt of the written notice to County; (c) either party may terminate this Agreement by written notice to the other party if (i) the other party breaches any material term of this Agreement and does not cure such breach within fifteen (15) business days (of the breaching party) after receipt of the written notice, (ii) if performance under this Agreement by the other party is in violation of any law or regulation and such violation causes a substantial risk of material loss to the terminating party, providing that the terminating party provides the other party the specific law or regulation that is the basis of such violation; (iii) if a party commences a voluntary case under Title 11 of the United States Code or the corresponding provisions of any successor laws, or a court of competent jurisdiction appoints, or the party makes an assignment of all or substantially all of its assets to, a custodian, (as defined in Title 11 U.S.C) for the that party; (iv) if the other party has repeatedly committed the same material breach. In addition to the foregoing, Infosoft may upon at least thirty (30)_days' advance written notice to County, terminate this Agreement, if the applicable laws and regulations related to the provision of the Services are revised or supplemented after the Effective Date hereof in a manner that Infosoft reasonably determines will substantially and directly increase its costs in providing the Services, which case Infosoft shall cite the applicable law or regulation, and why such applicable law of regulation will substantially and directly increase its costs in providing the Services . AGREEMENT #P-23-071 Page 13 of 17 Infosoft Group LLC dba Circa 02/21/2023 14. Limitation of Liability. In no event shall either party be liable for any indirect, consequential, incidental, or punitive damages, including without limitation loss of use, interruption of business,loss of data or loss of profits, arising out of or in any way connected with this Agreement, the Services, or any software supplied by Infosoft, or third party software, even if Infosoft has been advised of the possibility of such damages. In no event will either party have liability in the aggregate under this Agreement, regardless of the form of the action, for any amount in excess of the subscription fees paid by County under this Agreement during the prior twelve months of this Agreement. 15. Relationship of parties. Nothing in this Agreement will be construed to imply a joint venture, partnership, or agency relationship between the parties, and Infosoft will be considered an independent contractor with respect to the Services. 16. Complete Understanding; Modification.This Agreement together with the Product Schedule constitutes the entire agreement between the parties relating to its subject matter, and this Agreement supersedes all prior agreements and understandings between the parties,oral or written, and any additional,different,or varying terms proposed by either of the parties,including any County terms and conditions contained in any purchase order or other document,and any of Infosoft's terms of use and conditions on its website under Section 11 and/or any Product Schedule, and may not be changed unless mutually agreed upon in writing by both parties.This Agreement is not contingent on the delivery of any future functionality or features, or dependent on any oral or written comments made by Infosoft regarding future functionality or features. 17. Notices. Any notices required or permitted hereunder shall be delivered by a party to the other party at its address set forth below, by personal delivery or by overnight delivery using a nationally recognized carrier. Delivery shall be considered effective upon personal delivery or on the first business day following the dates of sending by overnight delivery. For the County: [Title Only] County of Fresno [Street Address] [City,State ZIP] [Optional:Generic Departmental Email Address (not one assigned to a particular person)] [Optional:] Fax: [Fax Number] For Infosoft: General Counsel 1000 N.Water Street,Suite 1200 Milwaukee,WI 53202 legal@circaworks.com AGREEMENT #P-23-071 Page 14 of 17 Infosoft Group LLC dba Circa 02/21/2023 18. Non-Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party. 19. Counterparts.This Agreement and the Schedules may be executed in counterparts,each of which will be deemed an original, but all of which together will constitute one and the same instrument. 20. Severability The invalidity or unenforceability of any provision in this Agreement will not affect the validity or enforceability of any other provision. However, it is intended that any invalid or unenforceable provision of this Agreement be construed by a court of competent jurisdiction under Section 21 by limiting or reducing it so as to be valid or enforceable to the extent compatible with applicable law. 21. Governing Law; Consent to Jurisdiction. The laws of the State of California govern all matters arising from or related to this Agreement. This Agreement is signed and performed in Fresno County, California. Infosoft consents to California jurisdiction for actions arising from or related to this Agreement, and, subject to the Government Claims Act, all such actions must be brought and maintained in Fresno. The parties agree that this contract is not a contract for the sale of goods;therefore, this Agreement shall not be governed by any codification of Article 2 or 2A of the Uniform Commercial Code, or any codification of the Uniform Computer Information Technology Act("UCITA"),or any references to the United National Convention on Contracts for the International Sale of Goods. 22. Non-Hire of Employees. County and Infosoft agree that neither party shall hire any employee of the other as an employee, contractor or in any other capacity within twelve (12) months from the last date such person provided Services here under without the other party's written consent. 23. Non-Solicitation. During the term of this Agreement and, County and each of the owners, officers, directors and employees covenant to and for the benefit of Infosoft agree that they will not in any way solicit any of Infosoft customer(s) to reduce or terminate such customer(s)'s business relationship with Infosoft. 24. Insurance. Infosoft shall comply with all the insurance requirements in Exhibit B to this Agreement. 25. Disclaimer. Except as expressly set forth in this Agreement, no warranties, express or implied, are made by Infosoft, and Infosoft expressly disclaims all other warranties. 26. Waiver of Rights. The failure to enforce any provision of this Agreement will not result in a waiver of any rights either party may have under this Agreement. If any provision of this Agreement is held to be unenforceable, it will not affect the enforceability of the other provisions. 27. Taxes. Whether or not invoices for Services include sales tax, County is responsible to bear all applicable sales taxes associated with the purchase of Services. If County claims exemption from sales tax, it shall provide Infosoft with a valid sales tax exemption certificate.County warrants that Infosoft should base applicable sales tax rates using the County name and billing address on file with Infosoft or such other address as County shall specifically instruct Infosoft in writing. Each party is responsible for taxes imposed on its net income or gross receipts. Infosoft will remit any collected sales taxes as required by law to tax authorities for which invoiced sales tax was intended. AGREEMENT #P-23-071 Page 15 of 17 Infosoft Group LLC dba Circa 02/21/2023 EXHIBIT B Insurance Requirements 1. Required Policies Without limiting the County's right to obtain indemnification from the Contractor or any third parties, Contractor, at its sole expense, shall maintain in full force and effect the following insurance policies throughout the term of this Agreement. (A) Commercial General Liability. Commercial general liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million Dollars ($3,000,000). This policy must be issued on a per occurrence basis. Coverage must include products, completed operations, property damage, bodily injury, personal injury, and advertising injury. The Contractor shall obtain an endorsement to this policy naming the County of Fresno, its officers, agents, employees, and volunteers, individually and collectively, as additional insureds, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insureds will apply as primary insurance and any other insurance, or self-insurance, maintained by the County is excess only and not contributing with insurance provided under the Contractor's policy. (B) Workers Compensation. Workers compensation insurance as required by the laws of the State of California with statutory limits. (C) Employer's Liability. Employer's liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily injury and for disease. (D)Technology Professional Liability (Errors and Omissions). Technology professional liability (errors and omissions) insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence and in the aggregate. Coverage must encompass all of the Contractor's obligations under this Agreement, including but not limited to claims involving Cyber Risks. (E) Cyber Liability. Cyber liability insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence. Coverage must include 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 the Contractor. Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security Breach, which may include Disclosure of Personal Information to an Unauthorized Third Party; (ii) data breach; (iii) breach of any of the Contractor's obligations under [identify the Article, section, or exhibit containing data security obligations] of this Agreement; (iv) system failure; (v) data recovery; (vi) failure to timely disclose data breach or Security Breach; (vii) failure to comply with privacy policy; (viii) payment card liabilities and costs; (ix) infringement of intellectual property, including but not limited to infringement of copyright, trademark, and trade dress; (x) invasion of privacy, including release of private information; (xi) information theft; (xii) damage to or destruction or alteration of electronic information; (xiii) cyber extortion; (xiv) extortion related to the Contractor's obligations under this Agreement regarding electronic information, including Personal Information; (xv) fraudulent instruction; (xvi) funds transfer fraud; (xvii) telephone fraud; (xviii) network security; (xix) data breach response costs, including Security Breach response costs; (xx) regulatory fines and penalties related to the Contractor's obligations under this Agreement regarding electronic information, including Personal Information; and (xxi) credit monitoring expenses. AGREEMENT #P-23-071 Page 16 of 17 Infosoft Group LLC dba Circa 02/21/2023 EXHIBIT B 2. Additional Requirements (A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement, and at any time during the term of this Agreement as requested by the County's Risk Manager or the County Administrative Office, the Contractor shall deliver, or cause its broker or producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th Floor, Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by mail or email to the person identified to receive notices under this Agreement, certificates of insurance and endorsements for all of the coverages required under this Agreement. (i) Each insurance certificate must state that: (1) the insurance coverage has been obtained and is in full force; (2) the County, its officers, agents, employees, and volunteers are not responsible for any premiums on the policy; and (3) the Contractor has waived its right to recover from the County, its officers, agents, employees, and volunteers any amounts paid under any insurance policy required by this Agreement and that waiver does not invalidate the insurance policy. (ii) The commercial general liability insurance certificate must also state, and include an endorsement, that the County of Fresno, its officers, agents, employees, and volunteers, individually and collectively, are additional insureds insofar as the operations under this Agreement are concerned. The commercial general liability insurance certificate must also state that the coverage shall apply as primary insurance and any other insurance, or self-insurance, maintained by the County shall be excess only and not contributing with insurance provided under the Contractor's policy. (iii) The automobile liability insurance certificate must state that the policy covers any auto used in connection with this Agreement. (iv) The technology professional liability insurance certificate must also state that coverage encompasses all of the Contractor's obligations under this Agreement, including but not limited to claims involving Cyber Risks, as that term is defined in this Agreement. (v) The cyber liability insurance certificate must also state that it is endorsed, and include an endorsement, 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 the Contractor. (B) Acceptability of Insurers. All insurance policies required under this Agreement must be issued by admitted insurers licensed to do business in the State of California and possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no less than A: VI I. (C) Notice of Cancellation or Change. For each insurance policy required under this Agreement, the Contractor shall provide to the County, or ensure that the policy requires the insurer to provide to the County, written notice of any cancellation or change in the policy as required in this paragraph. For cancellation of the policy for nonpayment of premium, the Contractor shall, or shall cause the insurer to, provide written notice to the County not less than 10 days in advance of cancellation. For cancellation of the policy for any other reason, and for any other change to the policy, the Contractor shall, or shall cause the insurer to, provide written notice to the County not less than 30 days in advance of cancellation or change. The County in its sole discretion may determine that AGREEMENT #P-23-071 Page 17 of 17 Infosoft Group LLC dba Circa 02/21/2023 EXHIBIT B the failure of the Contractor or its insurer to timely provide a written notice required by this paragraph is a breach of this Agreement. (D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance with broader coverage, higher limits, or both, than what is required under this Agreement, then the County requires and is entitled to the broader coverage, higher limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer to deliver, to the County's Risk Manager certificates of insurance and endorsements for all of the coverages that have such broader coverage, higher limits, or both, as required under this Agreement. (E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its officers, agents, employees, and volunteers any amounts paid under the policy of worker's compensation insurance required by this Agreement. The Contractor is solely responsible to obtain any policy endorsement that may be necessary to accomplish that waiver, but the Contractor's waiver of subrogation under this paragraph is effective whether or not the Contractor obtains such an endorsement. (F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep in effect at all times any insurance coverage required under this Agreement, the County may, in addition to any other remedies it may have, suspend or terminate this Agreement upon the occurrence of that failure, or purchase such insurance coverage, and charge the cost of that coverage to the Contractor. The County may offset such charges against any amounts owed by the County to the Contractor under this Agreement. (G)Subcontractors. The Contractor shall require and verify that all subcontractors used by the Contractor to provide services under this Agreement maintain insurance meeting all insurance requirements provided in this Agreement. This paragraph does not authorize the Contractor to provide services under this Agreement using subcontractors.