HomeMy WebLinkAboutAgreement A-23-608 with Integrated Voting Systems Inc.pdf Agreement No. 23-608
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated November 7, 2023 and is between
3 Integrated Voting Systems, Inc., dba Integrated Voting Solutions, a Delaware corporation
4 ("Contractor"), and the County of Fresno, a political subdivision of the State of California
5 ("County").
6 Recitals
7 A. The County desires to engage the Contractor for the purpose of providing ballot printing,
8 vote by mail processing, vote by mail envelopes, and voter services mailer services.
9 B. Ballot printing, vote by mail processing, vote by mail envelopes, and voter services
10 mailers are required by the California Elections Code.
11 C. Contractor has the qualified personnel, facilities, and resources to provide ballot
12 printing, vote by mail processing, vote by mail envelopes, and voter services mailers to County
13 in a timely manner.
14 D. Contractor was the successful bidder in Request for Proposal 23-025 for Ballot Printing
15 and Mailing.
16 The parties therefore agree as follows:
17 Article 1
18 Contractor's Services
19 1.1 Scope of Services. The Contractor shall perform all of the services provided in
20 Exhibit A to this Agreement, titled "Scope of Services."
21 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
22 able to perform all of the services provided in this Agreement.
23 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
24 applicable federal, state, and local laws and regulations in the performance of its obligations
25 under this Agreement, including but not limited to workers compensation, labor, and
26 confidentiality laws and regulations.
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1 Article 2
2 County's Responsibilities
3 2.1 The County shall provide Contractor with all information necessary for ballot printing,
4 vote by mail processing, vote by mail envelopes, and voter services mailers.
5 Article 3
6 Compensation, Expenses, Invoices, and Payments
7 3.1 The County agrees to pay, and the Contractor agrees to receive, compensation for
8 the performance of its services under this Agreement and amounts for certain expenses as
9 described in Exhibit B to this Agreement, titled "Compensation and Expenses."
10 3.2 Maximum Compensation and Expenses. The maximum compensation payable to
11 the Contractor under this Agreement is One Million Six Hundred Thousand Dollars
12 ($1,600,000.00), and the maximum amount payable to the Contractor for its expenses under
13 this Agreement is Forty-Five Thousand Dollars ($45,000.00). The Contractor acknowledges that
14 the County is a local government entity, and does so with notice that the County's powers are
15 limited by the California Constitution and by State law, and with notice that the Contractor may
16 receive compensation under this Agreement only for services performed according to the terms
17 of this Agreement and while this Agreement is in effect, and subject to the maximum amount
18 payable under this section. The Contractor further acknowledges that County employees have
19 no authority to pay the Contractor except as expressly provided in this Agreement.
20 3.3 Invoices. The Contractor shall submit monthly invoices for the performance of its
21 services under this Agreement and invoices for the amount of certain expenses as described in
22 Exhibit B to this Agreement to Fresno County Clerk-Elections, Business Manager at 2221 Kern
23 Street, Fresno, CA 93721 or countyclerkfinance@fresnocountyca.gov. The Contractor shall
24 submit each invoice within 60 days after the month in which the Contractor performs services or
25 incurs the expense, and in any case within 60 days after the end of the term or termination of
26 this Agreement.
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1 3.4 Payment. The County shall pay each correctly completed and timely submitted
2 invoice within 45 days after receipt. The County shall remit any payment to the Contractor's
3 address specified in the invoice.
4 3.5 Incidental Expenses. The Contractor is solely responsible for all of its costs and
5 expenses that are not specified as payable by the County under this Agreement.
6 Article 4
7 Term of Agreement
8 4.1 Term. This Agreement is effective on November 7, 2023 and terminates on June 30,
9 2024, except as provided in Article 6, "Termination and Suspension," below.
10 Article 5
11 Notices
12 5.1 Contact Information. The persons and their addresses having authority to give and
13 receive notices provided for or permitted under this Agreement include the following:
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For the County:
15 County Clerk/Registrar of Voters
County of Fresno
16 2221 Kern Street
Fresno, CA 93721
17 Clerk-elections@fresnocountyca.gov
18 For the Contractor:
President
19 Integrated Voting Systems Inc.
496 S. Uruapan Way
20 Dinuba, CA 93618
Rebeccak@thepresort.com
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22 5.2 Change of Contact Information. Either party may change the information in section
23 5.1 by giving notice as provided in section 5.3.
24 5.3 Method of Delivery. Each notice between the County and the Contractor provided
25 for or permitted under this Agreement must be in writing, state that it is a notice provided under
26 this Agreement, and be delivered either by personal service, by first-class United States mail, by
27 an overnight commercial courier service, or by Portable Document Format (PDF) document
28 attached to an email.
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1 (A) A notice delivered by personal service is effective upon service to the recipient.
2 (B) A notice delivered by first-class United States mail is effective three County
3 business days after deposit in the United States mail, postage prepaid, addressed to the
4 recipient.
5 (C)A notice delivered by an overnight commercial courier service is effective one
6 County business day after deposit with the overnight commercial courier service,
7 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
8 the recipient.
9 (D)A notice delivered by PDF document attached to an email is effective when
10 transmission to the recipient is completed (but, if such transmission is completed outside
11 of County business hours, then such delivery is deemed to be effective at the next
12 beginning of a County business day), provided that the sender maintains a machine
13 record of the completed transmission.
14 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
15 nothing in this Agreement establishes, waives, or modifies any claims presentation
16 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
17 of Title 1 of the Government Code, beginning with section 810).
18 Article 6
19 Termination and Suspension
20 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
21 contingent on the approval of funds by the appropriating government agency. If sufficient funds
22 are not allocated, then the County, upon at least 30 days' advance written notice to the
23 Contractor, may:
24 (A) Modify the services provided by the Contractor under this Agreement; or
25 (B) Terminate this Agreement.
26 6.2 Termination for Breach.
27 (A) Upon determining that a breach (as defined in paragraph (C) below) has
28 occurred, the County may give written notice of the breach to the Contractor. The written
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1 notice may suspend performance under this Agreement, and must provide at least 30
2 days for the Contractor to cure the breach.
3 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
4 time stated in the written notice, the County may terminate this Agreement immediately.
5 (C) For purposes of this section, a breach occurs when, in the determination of the
6 County, the Contractor has:
7 (1) Obtained or used funds illegally or improperly;
8 (2) Failed to comply with any part of this Agreement;
9 (3) Submitted a substantially incorrect or incomplete report to the County; or
10 (4) Improperly performed any of its obligations under this Agreement.
11 6.3 Termination without Cause. In circumstances other than those set forth above, the
12 County may terminate this Agreement by giving at least 30 days advance written notice to the
13 Contractor.
14 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
15 under this Article 6 is without penalty to or further obligation of the County. The County will pay
16 the Contractor all outstanding and approved invoices through the date of termination.
17 6.5 County's Rights upon Termination. Upon termination for breach under this Article
18 6, the County may demand repayment by the Contractor of any monies disbursed to the
19 Contractor under this Agreement that, in the County's sole judgment, were not expended in
20 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
21 demand. This section survives the termination of this Agreement.
22 Article 7
23 Independent Contractor
24 7.1 Status. In performing under this Agreement, the Contractor, including its officers,
25 agents, employees, and volunteers, is at all times acting and performing as an independent
26 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint
27 venturer, partner, or associate of the County.
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1 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
2 manner or method of the Contractor's performance under this Agreement, but the County may
3 verify that the Contractor is performing according to the terms of this Agreement.
4 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no
5 right to employment rights or benefits available to County employees. The Contractor is solely
6 responsible for providing to its own employees all employee benefits required by law. The
7 Contractor shall save the County harmless from all matters relating to the payment of
8 Contractor's employees, including compliance with Social Security withholding and all related
9 regulations.
10 7.4 Services to Others. The parties acknowledge that, during the term of this
11 Agreement, the Contractor may provide services to others unrelated to the County.
12 Article 8
13 Indemnity and Defense
14 8.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
15 County (including its officers, agents, employees, and volunteers) against all claims, demands,
16 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
17 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
18 the performance or failure to perform by the Contractor (or any of its officers, agents,
19 subcontractors, or employees) under this Agreement. The County may conduct or participate in
20 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or
21 defend the County.
22 The County shall indemnify and hold harmless and defend the Contractor (including its
23 officers, agents, employees, and volunteers) against all claims, demands, injuries, damages,
24 costs, expenses (including attorney fees and costs), and liabilities of any kind to the Contractor,
25 the County, or any third party that arise from the performance or failure to perform by the
26 County (or any of its officers, agents, subcontractors, or employees) under this Agreement. The
27 Contractor may conduct or participate in its own defense without affecting the County's
28 obligation to indemnify and hold harmless or defend the Contractor.
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1 8.2 Survival. This Article 8 survives the termination of this Agreement.
2 Article 9
3 Insurance
4 9.1 The Contractor shall comply with all the insurance requirements in Exhibit D to this
5 Agreement.
6 Article 10
7 Inspections, Audits, and Public Records
8 10.1 Inspection of Documents. The Contractor shall make available to the County, and
9 the County may examine at any time during business hours and as often as the County deems
10 necessary, all of the Contractor's records and data with respect to the matters covered by this
11 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
12 request by the County, permit the County to audit and inspect all of such records and data to
13 ensure the Contractor's compliance with the terms of this Agreement.
14 10.2 State Audit Requirements. If the compensation to be paid by the County under this
15 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
16 California State Auditor, as provided in Government Code section 8546.7, for a period of three
17 years after final payment under this Agreement. This section survives the termination of this
18 Agreement.
19 10.3 Public Records. The County is not limited in any manner with respect to its public
20 disclosure of this Agreement or any record or data that the Contractor may provide to the
21 County. The County's public disclosure of this Agreement or any record or data that the
22 Contractor may provide to the County may include but is not limited to the following:
23 (A) The County may voluntarily, or upon request by any member of the public or
24 governmental agency, disclose this Agreement to the public or such governmental
25 agency.
26 (B) The County may voluntarily, or upon request by any member of the public or
27 governmental agency, disclose to the public or such governmental agency any record or
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1 data that the Contractor may provide to the County, unless such disclosure is prohibited
2 by court order.
3 (C)This Agreement, and any record or data that the Contractor may provide to the
4 County, is subject to public disclosure under the Ralph M. Brown Act (California
5 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
6 (D)This Agreement, and any record or data that the Contractor may provide to the
7 County, is subject to public disclosure as a public record under the California Public
8 Records Act (California Government Code, Title 1, Division 10, beginning with section
9 7920.000) ("CPRA").
10 (E) This Agreement, and any record or data that the Contractor may provide to the
11 County, is subject to public disclosure as information concerning the conduct of the
12 people's business of the State of California under California Constitution, Article 1,
13 section 3, subdivision (b).
14 (F) Any marking of confidentiality or restricted access upon or otherwise made with
15 respect to any record or data that the Contractor may provide to the County shall be
16 disregarded and have no effect on the County's right or duty to disclose to the public or
17 governmental agency any such record or data.
18 10.4 Public Records Act Requests. If the County receives a written or oral request
19 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
20 and which the County has a right, under any provision of this Agreement or applicable law, to
21 possess or control, then the County may demand, in writing, that the Contractor deliver to the
22 County, for purposes of public disclosure, the requested records that may be in the possession
23 or control of the Contractor. Within five business days after the County's demand, the
24 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
25 possession or control, together with a written statement that the Contractor, after conducting a
26 diligent search, has produced all requested records that are in the Contractor's possession or
27 control, or (b) provide to the County a written statement that the Contractor, after conducting a
28 diligent search, does not possess or control any of the requested records. The Contractor shall
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1 cooperate with the County with respect to any County demand for such records. If the
2 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
3 CPRA or other applicable law, it must deliver the record or data to the County and assert the
4 exemption by citation to specific legal authority within the written statement that it provides to
5 the County under this section. The Contractor's assertion of any exemption from disclosure is
6 not binding on the County, but the County will give at least 10 days' advance written notice to
7 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
8 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
9 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
10 failure to produce any such records, or failure to cooperate with the County with respect to any
11 County demand for any such records.
12 Article 11
13 Liquidated Damages
14 11.1 Liquidated Damages. The County and the Contractor acknowledge and agree that
15 if the Contractor fails to timely deliver ballot materials as required by the Agreement, the County
16 will incur substantial damages. The County and the Contractor further acknowledge and agree
17 that such damages would be difficult to estimate at the date of this Agreement. The County and
18 the Contractor agree that the Liquidated Damages Amount, hereinafter defined, represents a
19 reasonable estimate of what the County's damages would be in the event of a breach by the
20 Contractor.
21 11.2 Liquidated Damages Amount. For each calendar day after the delivery deadlines
22 set forth in Sections I and II of Exhibit A, the Contractor shall pay the County the sum of Ten
23 Thousand Dollars ($10,000.00) per day as fixed and agreed liquidated damages (the
24 "Liquidated Damages Amount"), but not as a penalty. Liquidated damages shall under no
25 circumstances exceed One Hundred Thousand Dollars ($100,000.00).
26 11.3 Liquidated Damages Application. Contractor does hereby authorize the County to
27 deduct such Liquidated Damages Amount from any amount owing to the Contractor. Contractor
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1 further agrees that any such deduction shall not in any way whatsoever release the Contractor
2 from further obligation and liabilities in regard to fulfillment of the entire Agreement.
3 11.4 Liquidated Damages Exception. It is further agreed that time is of the essence in
4 fulfilling the obligations of the Agreement. Contractor shall not be charged the Liquidated
5 Damages Amount of any excess costs when the delay in completion is due to any of the
6 following:
7 (A) Any preference or priority of allocation duly issued by the County or delay in
8 delivery of materials or information by the County.
9 (B) Any unforeseen causes beyond the control and without the fault of the
10 Contractor, including but not limited to, acts of God or of the public enemy provided,
11 further, that the Contractor shall, within 24 hours of such delay, notify the County
12 Clerk/Registrar of Voters and shall use reasonable commercial efforts to avoid or
13 remove such causes of nonperformance, and shall continue performance hereunder with
14 reasonable dispatch whenever such causes are removed. The County will grant no
15 delays and extensions of time due to acts or omissions arising from negligence or willful
16 misconduct on the part of the Contractor or the Contractor's employees.
17 (C)The County deadlines which precede the execution of the Agreement.
18 Article 12
19 Data Security
20 12.1 Data Security Requirements. Contractor shall comply with data security
21 requirements in Exhibit E to this Agreement.
22 Article 13
23 Disclosure of Self-Dealing Transactions
24 13.1 Applicability. This Article 13 applies if the Contractor is operating as a
25 corporation, or changes its status to operate as a corporation.
26 13.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
27 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
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1 "Self-Dealing Transaction Disclosure Form" (Exhibit C to this Agreement) and submitting it to
2 the County before commencing the transaction or immediately after.
3 13.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
4 a party and in which one or more of its directors, as an individual, has a material financial
5 interest.
6 Article 14
7 General Terms
8 14.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
9 Agreement may not be modified, and no waiver is effective, except by written agreement signed
10 by both parties. The Contractor acknowledges that County employees have no authority to
11 modify this Agreement except as expressly provided in this Agreement.
12 14.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
13 under this Agreement without the prior written consent of the other party.
14 14.3 Governing Law. The laws of the State of California govern all matters arising from
15 or related to this Agreement.
16 14.4 Jurisdiction and Venue. This Agreement is signed in Fresno County, California and
17 performed in Fresno County, California and Tulare County, California. Contractor consents to
18 California jurisdiction for actions arising from or related to this Agreement, and, subject to the
19 Government Claims Act, all such actions must be brought and maintained in Fresno County.
20 14.5 Construction. The final form of this Agreement is the result of the parties' combined
21 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
22 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
23 against either party.
24 14.6 Days. Unless otherwise specified, "days" means calendar days.
25 14.7 Headings. The headings and section titles in this Agreement are for convenience
26 only and are not part of this Agreement.
27 14.8 Severability. If anything in this Agreement is found by a court of competent
28 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
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1 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
2 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
3 intent.
4 14.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
5 not unlawfully discriminate against any employee or applicant for employment, or recipient of
6 services, because of race, religious creed, color, national origin, ancestry, physical disability,
7 mental disability, medical condition, genetic information, marital status, sex, gender, gender
8 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
9 all applicable State of California and federal statutes and regulation.
10 14.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
11 of the Contractor under this Agreement on any one or more occasions is not a waiver of
12 performance of any continuing or other obligation of the Contractor and does not prohibit
13 enforcement by the County of any obligation on any other occasion.
14 14.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
15 between the Contractor and the County with respect to the subject matter of this Agreement,
16 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
17 publications, and understandings of any nature unless those things are expressly included in
18 this Agreement. If there is any inconsistency between the terms of this Agreement without its
19 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
20 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
21 exhibits.
22 14.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
23 create any rights or obligations for any person or entity except for the parties.
24 14.13 Authorized Signature. The Contractor represents and warrants to the County that:
25 (A) The Contractor is duly authorized and empowered to sign and perform its
26 obligations under this Agreement.
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1 (B) The individual signing this Agreement on behalf of the Contractor is duly
2 authorized to do so and his or her signature on this Agreement legally binds the
3 Contractor to the terms of this Agreement.
4 14.14 Electronic Signatures. The parties agree that this Agreement may be executed by
5 electronic signature as provided in this section.
6 (A) An "electronic signature" means any symbol or process intended by an individual
7 signing this Agreement to represent their signature, including but not limited to (1) a
8 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
9 electronically scanned and transmitted (for example by PDF document) version of an
10 original handwritten signature.
11 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
12 equivalent to a valid original handwritten signature of the person signing this Agreement
13 for all purposes, including but not limited to evidentiary proof in any administrative or
14 judicial proceeding, and (2) has the same force and effect as the valid original
15 handwritten signature of that person.
16 (C)The provisions of this section satisfy the requirements of Civil Code section
17 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
18 Part 2, Title 2.5, beginning with section 1633.1).
19 (D) Each party using a digital signature represents that it has undertaken and
20 satisfied the requirements of Government Code section 16.5, subdivision (a),
21 paragraphs (1) through (5), and agrees that each other party may rely upon that
22 representation.
23 (E) This Agreement is not conditioned upon the parties conducting the transactions
24 under it by electronic means and either party may sign this Agreement with an original
25 handwritten signature.
26 14.15 Counterparts. This Agreement may be signed in counterparts, each of which is an
27 original, and all of which together constitute this Agreement.
28 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Agreement on the date stated in the introductory clause
2
Integrated Voting Systems Inc.. DBA COUNTY OF FRESNO
3 Integrated Voting Solutions
4
5 S41 Q ero, hairman of the Board of
Eric Ko ski, CEO S i f the County of Fresno
6
496 S Uruapan Way Attest:
7 Dinuba, CA 93618 Bernice E. Seidel
Clerk of the Board of Supervisors
8 County of Fresno. State of California
9
10 Deputy
11 For accounting use only
12 Org No.: 2850
Account No.: 7295
13 Fund No. 0001
Subclass No. 10000
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Exhibit A
1 Scope of Services
2 EXHIBIT A - SCOPE OF SERVICES
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4 BALLOT PRINTING, VOTE BY MAIL PROCESSING, VOTE BY MAIL ENVELOPE, AND
5 VOTER SERVICES MAILER SERVICES
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7 Integrated Voting Systems, Inc. ("IVS") shall provide Ballot Printing (Section III), Vote by Mail
8 Ballot Processing and Vote by Mail Envelopes (Section IV), and Voter Services Mailers (Section
9 V) which are required for the County of Fresno ("County") to conduct elections and maintain
10 voter registration records. The County utilizes the Dominion Voting Systems Democracy Suite
11 ("Dominion" or "Dominion Voting Systems"). Dominion ballots are available in several sizes: 8
12 '/2" x 11"; 8 '/2" x 14", 8 '/2" x 17", 8 '/2" x 18", and 8 '/2" x 19". The County requires that all ballots
13 are printed by precinct number to meet the requirements of Division 13 of the California
14 Elections Code. IVS shall meet the production activities, needs of the County and delivery
15 deadlines identified herein, which shall be subject to change at the sole discretion of the County
16 and without approval by IVS, depending on the type of election or changes made by the County.
17 All changes made by the County to production activities, needs of the County, and delivery
18 deadlines identified herein shall be in writing and shall be transmitted to IVS at the earliest
19 possible date. Current deadlines are as follows:
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21 SECTION I: BALLOT PRINTING DEADLINES FOR EACH ELECTION LISTED ON PAGE A-3
22 HEREIN
23 PROCESSES AND/OR REQUIREMENTS COUNTY DEADLINE
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Pre-Payment to IVS by County for 10% Discount 90 days before the election
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26 County prepares ballot order and sends to IVS 60 days before the election
27 IVS returns ballot order proof back to County for review 58 days before the election
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A-1
Exhibit A
1 County sends ballot image files (pdf file) to IVS to apply tint 56 days before the election
and logo (tint and logo information is from the California
2 Secretary of State
3 IVS sends back ballot image proofs and paper proofs to 50 days before the election
County for verification
4 IVS prints and mails Vote by Mail Uniformed and Overseas 60 to 45 days before the election
5 Citizens Absentee Voting Act (UOCAVA) ballots and paper
proofs to County
6 IVS prints test ballots for County and delivers to County 49 to 40 days before the election
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IVS delivers ballot stock to County 34 days before the election
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9 SECTION II: VOTE BY MAIL BALLOT PROCESSING AND VOTE BY MAIL ENVELOPE
10 DEADLINES FOR EACH ELECTION LISTED ON PAGE A-3 HEREIN
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12 PROCESSES AND/OR REQUIREMENTS COUNTY DEADLINE
13 County orders vote by mail envelopes from IVS 90 days before a County-wide election or 85
14 days before any other election
County submits 1 st vote by mail voter extract to 56 days before the election
15 IVS
16 IVS delivers vote by mail envelopes to County 55 days before the election
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18 IVS mails UOCAVA ballots to UOCAVA voters 60 to 45 days before the election
IVS mails vote by mail packets for 1 st extract to 35 - 29 days before the election
19 voters
20 IVS assembles and mails subsequent vote by 28 to 6 days before the election
mail packets for subsequent voter extracts to
21 voters
22 IVS shall maintain its status on the California Secretary of State's list of certified ballot printers
23 throughout the contract period. Any changes to certification of any of IVS's operations shall be
24 reported to County within 24 hours after IVS receives notice of the status change by one of the
25 following: phone, email, fax, or in person.
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27 IVS shall be on call and respond to the County 24 hours a day and 7 days a week beginning E-
28 56 through election day to address any situation or problem with ballot printing or vote by mail
A-2
Exhibit A
1 processing. IVS shall assign a project manager to coordinate service needs of the County, who
2 should be available to the County by one of the following: phone, email, or in person.
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4 IVS shall provide services for the following elections:
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6 Year 2024:
7 Presidential Primary Election — March 5, 2024
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9 Election dates may change by action of the California legislature.
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11 In addition to these scheduled elections, IVS shall provide services for any additional Special
12 Elections, which are not currently scheduled. County deadlines for performance will be
13 determined based on the date of the election. County will provide IVS with the date of the
14 election within three (3) working days after the exact date of the election is known by County.
15 County will inform IVS of the election date by one of the following: phone, email, mail, fax, or in
16 person.
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18 SECTION III: BALLOT PRINTING
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20 BALLOT PRINTING
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A-3
Exhibit A
1 A) Ballot printing shall be completed in accordance with the Dominion Democracy
2 Suite Use Procedures, Version 5.10-A::5, dated 09/09/2021 ("Guide"). IVS shall comply
3 with any updates to this Guide. The Guide is currently available at
4 https://votingsystems.cdn.sos.ca.gov/vendors/dominion/ds510a/ds510a-use-proc-2021-
5 2.pdf_
6 B) Submission of Ballot Order
7 1. The County will submit an electronic transmission of the order with all
8 pertinent data (e.g. quantity, numbering, etc.) to IVS, approximately sixty (60)
9 days before the election date.
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11 2. Artwork: The County will arrange for the layout of the ballot. Ballot artwork
12 will be electronically transmitted to IVS in a PDF format. The artwork will be
13 provided to IVS no later than fifty-six (56) days before the election date. The
14 County will supply all language, titles for races, candidate information,
15 measure information, etc. in a timely manner. The County will be the sole
16 owner of all artwork created pursuant to the election. The County requires
17 proofs for final approval, prior to printing, fifty (50) days before an election.
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A-4
Exhibit A
1 3. Delivery of Order— Required delivery as specified under County deadlines.
2 No overages or shortages are accepted.
3 4. Shipping Order— IVS will provide shipping F.O.B. Fresno, CA. All boxes will
4 be sealed in a fashion so as to determine if the seal has been tampered with
5 during shipping. All boxes will be labeled on the outside and inside of the
6 front box cover with custom box labels with information such as Vote Center
7 name, precinct numbers, and quantities to meet County needs. If these boxes
8 are shipped in another carton, that carton is to be sealed in the same manner
9 and labeled with the Vote Center numbers of the boxes contained within. The
10 County is to be notified by telephone or e-mail the day the ballot stock is
11 shipped. The name of the shipping company, their telephone number,
12 address, and exact delivery date of the shipment will also be provided by IVS
13 the day the ballot stock is shipped.
14 C) Summary of Ballot Requirements
15 1. Test Ballots or Test Deck Ballots
16 a. The County will work with Dominion Voting Systems on the requested test
17 decks, and Dominion Voting Systems will provide the test deck
18 information to IVS for printing.
19 b. Dominion to pre-fill ovals in all test decks in a required pattern as specified
20 by the County at the time the ballot images are forwarded to IVS.
21 c. Test decks are to be packaged flat, in precinct, ballot type, and/or party,
22 determined by the Fresno County Elections Office.
23 d. Vendor shall not staple the test deck ballot.
24 2. Specific Information on Test Ballots or Test Deck Ballots
25 a. Paper ballot "Logic and Accuracy Test Decks" are required for testing the
26 Dominion ImageCast Central ballot counting equipment in the County.
27 These test decks are to be generated by Dominion and printed by IVS. For
28 primary elections, a test deck is required for each of the political parties.
A-5
Exhibit A
1 For primary elections all party ballots must be grouped together and
2 ordered by precinct and party.
3 b. Any other test deck will be requested by the County through Dominion
4 Voting Systems and printed by IVS.
5 3. Vote by Mail Ballots:
6 a. All registered voters receive vote by mail ballots.
7 b. Vote by mail ballots must be printed by individual precincts using software
8 generated precinct ID markers.
9 c. Words "Vote by Mail" to be printed on each ballot. All vote by mail ballots
10 are to be scored and folded.
11 d. The vote by mail ballots are to be packaged as follows:
12 . 8 '/2" x 11", 8 '/2" x 14", 8 W x 17", 8 '/2" x 18", and 8 '/2" x 19" ballots;
13 scores and folds must be centered between vertical timing marks;
14 score the folds. Folded ballots must fit into custom envelope not
15 higher than approximately 5 W.
16 • Vote by mail ballots are not to be stapled on pads nor packed in
17 shrink-wrap.
18 4. Extra Boxes:
19 a. The County requires flat, empty ballot boxes for polling place supplies.
20 Approximately 800-1,000 boxes are needed for each election to fit the size
21 of the ballot (8 '/2" x 11", 8 '/2" x 14", 8 '/2" x 17", 8 '/2" x 18", or 8 '/2" x 19").
22 D) Additional Ballot Information
23 a. The County shall never be left off the print schedule prior to a non-
24 contracted county.
25 b. Vote Center and Vote by Mail Ballots
26 i. The ballot design/watermark and color are determined by the California
27 Secretary of State's Office and applied by IVS. The design and tint must
28 appear on the ballot itself(for example, in the top portion of the ballot with
A-6
Exhibit A
1 the title of election, instructions, etc.). The ballot color cannot be printed in
2 any of the restricted areas.
3 ii. The type of ballot (Vote by Mail or Vote Center) is printed in black ink or red
4 ink on the type of ballot; precinct number; and instructions. The title of the
5 election is printed in black ink. This information is printed on the top
6 portion of the ballot before the ovals and where restricted areas begin.
7 Ballots are to be printed in five colors (Black, red, green, blue, and
8 brown).
9 c. Blank Ballot Paper Stock
10 i. Blank Paper Ballot Stocks are packaged in boxes by vote centers, and
11 clearly labeled with details such as quantity and vote center name. Ballots
12 are flat, and sometimes scored and are packaged and normally in groups
13 of 100 and then shrink-wrapped in groups of 100.
14 E) Other requirements and scenarios:
15 a. IVS shall provide one sample of each size of printed ballots (8 '/2" x 11", 8 '/2" x
16 14", 8 '/2" x 17", 8 '/2" x 18", and 8 '/2" x 19") and one outgoing envelope and one
17 return envelope with the same specification.
18 b. IVS should be able to print Intelligent Mail Barcode ("IMB") on either side of
19 incoming envelope.
20 F) IVS will provide sample printed ballots upon request of the County for the
21 purposes of testing readability by the Dominion Image Cast Evolution units.
22
23 SECTION IV: VOTE BY MAIL ("VBM") BALLOT PROCESSING AND VOTE BY MAIL
24 ENVELOPES
25
26 IVS shall provide the following services:
27
28 1. Insert outgoing vote by mail pieces through an automated process with voter specific
A-7
Exhibit A
1 data printed on the VBM envelope for all VBM voter data extracts. This includes a
2 barcode scanner attached to IVS for quality control. IVS shall confirm barcode
3 readability.
4 2. The outgoing mail preparation and inserting typically begins at approximately 56 days
5 prior to an election. Additional mail preparation and inserting continues through six days
6 prior to an election. The quantity of mail typically decreases with each mailing. This
7 process must be available to the County from twenty-nine days prior to an election to six
8 days prior to an election. Additional outgoing letters shall be processed within 48 hours
9 to be dropped at the United States Postal Service ("USPS") in Fresno.
10 3. On-site secure storage of all ballot materials prior to processing is required.
11 4. IMB as required by the United States Postal Service.
12 5. Once the voter data file is forwarded to IVS the turnaround time shall be 2 days.
13 6. After the County receives and reviews electronic samples, IVS may print paper samples.
14 7. A County representative will not be on site at IVS to approve ink jetted samples. An
15 original sample envelope needs to be sent to the County for testing. The County requires
16 a sample of 50 envelopes with blank ballot paper according to size for each specific
17 election for testing of the Mail Ballot Verification ("MBV") system.
18 8. The following barcodes must be tested by IVS for readability:
19 a. The return envelope barcode of the precinct number which is used to identify the
20 voter.
21 b. The barcode of the voter ballot issue ID which is used when returning the ballot
22 manually on the County's election management system and through the County's
23 MBV system.
24 c. IMB code on front and back of return envelope.
25 9. Preparation shall include the printing of variable voter data as outlined in Paragraph 15:
26 Printing Specifications for Variable Voter Data, with specific barcodes provided by the
27 County on the ballot return envelope and the automated insertion of that envelope into
28 the outgoing window envelope. Delivery of envelopes shall be required no later than 55
A-8
Exhibit A
1 days prior to each election shipped to the County. The vote by mail ballot package shall
2 consist of the following:
3 a. Return envelope (approximately 9.125" x 5.875")with variable voter data / IMB.
4 Voter name and mailing address with delivery point barcode must show through
5 the window of the outgoing window envelope. The specifications for the vote by
6 mail return envelope are as follows:
7 i. Paper—weight and color required: 24 lb. standard weight; colors are
8 orchid, orange, green, yellow, blue, and brown. Multi-colored envelope—
9 front flood.
10 ii. Ink— number of colors required on the front, back and inside: 2 colors,
11 black and red.
12 iii. Flap — options for remoisten glue or peel off tape.
13 iv. Flap — Security tear-off tab measuring approximately 1 3/8" by 2 9/16".
14 Exception: FCERA elections do not use the tear-off security tab in the
15 return envelope flap.
16 b. Outgoing window envelope (approximately 9.625" x 6.125" with custom window)
17 — 24 lb. standard weight. The specifications for the vote by mail outgoing
18 envelope are as follows:
19 i. Paper color required: White with blue flood.
20 ii. Window— approximate 1 3/4" x 4"; position is in the right-hand corner;
21 cellophane or polyfilm window.
22 c. Official Ballot (8 '/2" x 11"; 8 '/2" x 14", 8 '/2" x 17", 8 '/2" x 18", or 8 '/2" x 19").
23 Official ballots are divided into separate precincts as called for by a specific
24 election and must be separated and matched with the corresponding voter
25 addressed return envelope.
26 d. Separate instructions to the voter (8 '/2" x 11" paper), which may be multiple
27 pages on colored paper and require folding.
28 10. Receive approval from the United States Postal Service on all envelope artwork and
A-9
Exhibit A
1 design of envelopes.
2 11. Guarantee a perfect match between the voter specific return envelope and precinct
3 specific ballots and other materials during an automated inserting process.
4 12. Prepare vote by mail mailings per USPS requirements.
5 13. Must comply with USPS "move update" requirements, NCOA ("National Change of
6 Address") and IMB.
7 14. Must provide five electronic samples of ink-jetted reply envelopes with sample variable
8 voter data for County review. The County will test ballot ID barcode. IVS must not
9 change ink-jet setting while waiting for the County approval.
10 15. Printing Specifications for Variable Voter Data
11 a. Registered voter information: The County will provide the variable information for
12 each registered voter on electronic media in a fixed field format.
13 i.All variable information will be printed on the return vote by mail envelope.
14 The name and mailing address of the registered voter will be printed on
15 the envelope and will show through the window of the outgoing envelope
16 when inserted.
17 ii.The name and address block consist of:
18 Vote by Mail ID (3 of 9 barcode) ID must be human readable
19 Job Line -Job Number
-Sequence number of ballots within
20 -Precinct Mail or Vote by Mail Indicator
-Vote by Mail ID
21 County Line -Election date
-Voter's political party
22 -Voting precinct
23 -Voter affidavit (registration) ID
Voter Name -Job number
24 -Sequence number of ballots within
-Precinct mail or Vote by Mail Indicator
25 -Vote by Mail ID
-Zip Code (post net barcode)
26 The residence address block is printed on the envelope at a separate location. This
27 information includes residence address, city, state, and zip code.
28 16. Barcode printing:
A-10
Exhibit A
1
2 A delivery-point barcode consisting of the ZIP + 4 code for the mailing address of the
3 voter will be printed under the job line. The barcode must meet all USPS POSTNET
4 barcode specifications for height, weight, and pitch. The barcode must show clearly in
5 the window of the outgoing envelope with a 1/8" clearance when the return envelope is
6 inserted into the outgoing window envelope and tapped in any direction. Barcode must
7 be on both the front and back of the incoming voter returned envelope.
8
9 A human readable code line shall be printed in a human readable font above the
10 name/address on the return envelope and will be positioned to show through the window
11 of the outgoing window envelope. It will be printed on the return envelope at
12 approximately 2 '/4" above the bottom and start at 4" from the right-hand edge. The font
13 will be no smaller than eight lines per inch (LPI) and 12 characters per inch (CPI).
14
15 The format of the human readable code for both ballot and Voter line shall be:
16
Field Description Length Sample
17 Election date 8 08061999 mmddyyyy
18
19 File type 8 Regular, mailed, military, permanent
File Date 8 05121999 mmddyyyy
20 Voter's Political Party 3 REP
21 Voting Precinct 4 0501
22 Affidavit number 10 OOF123456
Issue number 1 1
23
Voter Name 41 Placeholder J Name Jr
24 Residence Add 50 123 W Streetname Way
25 Res City/State/Zip 33 Fresno, CA 93711
26 Mailing Address 50 PO Box 1234
Mailing City 13 Fresno
27 Mailing State 2 CA
28 Mailing Zip 5 93722
A-11
Exhibit A
1 Note: File Date is the date the file was generated and will be used to distinguish one file
2 from another of the same file type.
3 Label format for mailing address information:
4
5 090519-1 0501 OOF123456 1 (Election date; election number; voting precinct; affidavit
6 number; issue number)
7 Placeholder J Name Jr
8 PO Box 1234
9 Fresno, CA 93722
10
11 A) Human readable lines will be printed above the code 3 of 9 barcode approximately
12 '/4" from the left-hand edge of the envelope. The format will be as
13 follows: 6 character election date.
14
15 B) Once the inserting is complete, the outgoing mailer will be sealed and presorted
16 according to USPS requirements for Non-Profit or First-Class mail (whichever is
17 applicable). IVS will be responsible for delivering the sealed outgoing mailer to the
18 Fresno BMAU (Bulk Mail Acceptance Unit).
19
20 SECTION V: VOTER SERVICES MAILERS
21
22 1. Voter Notification Card ("VNC"): Provided by the California Secretary of State. IVS must
23 have the capability to print on a template. They would process by inkjet and send out on
24 a biweekly or monthly basis.
25 2. County Voter Information Guide ("CVIG"): IVS must have the capability to print on a
26 template. CVIG are 8 '/2" X 11" bound booklets between 24 and 120 pages and require
27 printing on the back cover only.
28 3. Conditional Voter Registration ("CVR") and Provisional Envelopes: IVS must be capable
A-12
Exhibit A
1 of providing CVR and Provisional Envelopes. The current CVR and Provisional
2 envelopes are approximately 10" X 13" booklet size with attached carbon copy on the
3 front of the envelope. The envelopes are yellow or pink with black ink and allow for front
4 and back printing on the envelope. CVR and Provisional envelopes must be provided in
5 bulk to Fresno County at least 45 days prior to an election.
6 4. 81D2 Cards: County will provide IVS the layout of the postcard, and IVS shall inkjet and
7 mail on a biweekly / monthly basis.
8 5. 2225(b) Cards: County shall provide IVS the layout of the postcard, and IVS shall inkjet
9 and mail on a biweekly/ monthly basis.
10 6. Special mailers: IVS shall maintain capacity to produce any special mailers requested
11 by County utilizing various sizes and colors.
12 7. Inserts: IVS shall maintain capacity to produce multiple inserts of different sizes,
13 amounts, and colors.
14
15 8. New Homeowner Files — IVS shall maintain the capacity to print new homeowner
16 records on template provided by the County on a monthly basis.
17
18 SECTION VI: OTHER INFORMATION
19
20 A) By January 30, 2024, of each calendar year, IVS shall submit copies of the most recent
21 years' independently audited or reviewed financial statements, if requested.
22 B) IVS must maintain an effective Emergency Contingency Plan which describes how and
23 where services will be provided in case of a major interruption in services at IVS's
24 primary printing location. A copy of this plan must be provided to the County by January
25 30, 2024.
26 C) IVS must maintain and update as needed its security plan and provide an updated copy
27 to the County
28 D) IVS shall provide a turnaround time for blank ballot stock of two hours. IVS shall print
A-13
Exhibit A
1 and insert ballots and envelopes within the State of California.
2 E) IVS shall ensure 100% accuracy in ballot printing, vote by mail processing, and vote by
3 mail envelopes.
4 F) IVS shall provide the following throughout the contract period as such period is stated in
5 the Agreement:
6 1. Staff who are experts in vote by mail processing.
7 2. 24-7 Customer Service Support Center.
8 3. Flexible on-site customer visits.
9 4. Election Industry Experienced Staff.
10 5. IVS shall provide the County with technical information on how to reduce costs
11 where appropriate.
12 6. IVS shall provide technical support to the County's staff as needed at no additional
13 cost to the County.
14 7. 100% Digital Printing Solutions.
15 8. 100% Ballot Printing and Vote by Mail Assembly and Mailing performed in Dinuba,
16 California.
17 9. Ongoing Tracking and Reporting.
18 10. Technology updates as needed for ballot printing, vote by mail processing, and vote
19 by mail envelopes at no additional cost to the County.
20 G) The Fresno County Clerk/Registrar of Voters shall be provided full access without
21 restrictions to IVS's production facilities.
22
23
24
25
26
27
28
A-14
Exhibit B
1 Compensation and Expenses
2 The Contractor will be compensated for performance of its services under this
3 Agreement and for the amount of certain expenses, identified below, as provided in this Exhibit
4 B. The Contractor is not entitled to any compensation or payment for any cost or expenses
5 except as expressly provided in this Exhibit B.
6 Compensation
7 Vote by Mail (VBM) Ballots without Stubs Cost
8
11" Ballot without stub (2 sided) $0.245 per ballot
9 14" Ballot without stub (2 sided) $0.245 per ballot
10 17" Ballot without stub (2 sided) $0.260 per ballot
11 18" Ballot without stub (2 sided) $0.260 per ballot
18" Ballot without stub (2 sided) $0.260 per ballot
12 Blank Ballot Stock
13 11" Page $0.120 per ballot
14 14" Page $0.120 per ballot
17" Page $0.150 per ballot
15 18" Page $0.150 per ballot
16 19" Page $0.150 per ballot
17 Test Deck-No stubs-Prefilled
11" Ballot (2 sided) $0.260 per ballot
18 14" Ballot (2 sided) $0.260 per ballot
19 17" Ballot (2 sided) $0.260 per ballot
20 18" Ballot (2 sided) $0.260 per ballot
19" Ballot (2 sided) $0.260 per ballot
21 Custom Boxes
22 11" Ballot $1.500 per box
23 14" Ballot $1.500 per box
17" Ballot $1.500 per box
24 18" Ballot $1.500 per box
25 19" Ballot $1.500 per box
26 Additional Pricing
Party Ballots (More than two) Included in pricing
27 Database setup ballots Included in pricing
28
B-1
Exhibit B
1 Ballot order received after E-56 Plus 5%
2 Extra charge for ballot order under quantity of N/A
100,000
3 Scoring, folding, printing all variable data, including Included in pricing
4 inkjet set up
5 Split order for deliveries N/A
Supplemental order setup $50.000
6 Minimum order charge $500.000
7 Initial Mailing (E-29)
Assembly, Inserting, and Mailing Prep (1 ballot $0.240 per piece
8 card)
9 Assembly, Inserting, and Mailing Prep (2 ballot $0.240 per piece
cards)
10
Estimated Postage Rate (1 ballot card) $0.110 per piece
11
12 Estimated Postage Rate (2 ballot cards) $0.110 per piece
13 Subsequent Mailing (weekly to E-7)
14 Assembly, Inserting, and Mailing Prep (1 ballot $0.240 per piece
card)
15 Assembly, Inserting, and Mailing Prep (2 ballot $0.240 per piece
16 cards)
17 Estimated Postage Rate (1 ballot card) $0.110 per piece
18 Estimated Postage Rate (2 ballot cards) $0.110 per piece
19
What is the minimum quantity for subsequent 0
20 mailings?
21 Additional Pricing
22 Database setup Mail Ballot File Included in pricing
Database for Mail Ballot Packets received after E- Plus 5%
23 56
24 Envelopes including USPS approval under 100,000 $0.070 per envelope
25 Envelopes including USPS approval over 100,000 $0.070 per envelope
26
27 Reply Envelopes including USPS approval under $0.083 per envelope
100,000
28
B-2
Exhibit B
1 Reply Envelopes including USPS approval over $0.083 per envelope
100,000
2
Envelopes set up including USPS approval $125.000 per envelope
3 type
4 Mail ballot packets under 100,000 $0.240 per packet
5 Mail ballot packets over 100,000 $0.240 per packet
6
Sample Ballot inserting into mail ballot packets for $0.050 per packet
7 postage savings
8 USPS Mail Ballot Voter Tracking Set-up Included in pricing
9
USPS Mail Ballot Voter Tracking $0.025 per piece
10 Pre-payment Discount 10%
11 8D2 cards $0.140 per card
12 Vote center Post cards color 8 W X 11" $0.120 per card
Vote center Post cards color 8 '/2" X 11" —year 4 $0.130 per card
13 and year 5
Voter Notification Post Card 8 '/2" X 5 '/2" Black $0.080 per card
14 Precinct Officers Handbook over 90 pages black $9.500 per book,
15 print increasing $0.200 per
year
16 Vote by mail insert Black 8 1/2" X 11" $0.050 per sheet
Vote by mail insert Black 8 '/2" X 11" —year 4 and $0.060 per sheet
17 year 5
Vote by mail insert color 8 '/2" X 11" $0.060 per sheet
18 Vote by mail insert color 8 '/2" X 11" —year 4 and $0.070 per sheet
19 year 5
Vote by mail insert Black 17" X 11" $0.090 per sheet
20 Vote by mail insert color 17" X 11" $0.110 per sheet
21 Vote by mail insert color 17" X 11" —year 4 and year $0.120 per sheet
5
22 White precinct rosters $0.070 per page
Yellow street rosters $0.070 per page
23 Assembly of rosters 50.00 per Hour
24 CVIG inkjetting and mailing $0.070 per book
25 CVIG inkjetting and mailing additional mailings $0.120 per book
CVR and Provisional Envelopes $0.350 per envelope
26 Special Projects will be quoted
27
28
B-3
Exhibit B
1 EXPENSES
2 Cyber Liability Insurance Coverage — Contractor shall be paid for the amount of expenses
3 incurred, not to exceed Twenty-Five Thousand Dollars ($25,000.00) for the term of this
4 Agreement, of purchasing cyber liability insurance coverage required under Exhibit D to this
5 Agreement, "Insurance Requirements," provided however, the amount of Contractor's actual
6 expenses incurred for purchasing such cyber liability insurance coverage shall not limit
7 Contractor's performance of its obligations under Exhibit D to this Agreement, "Insurance
8 Requirements."
9
10 Exhibit E, Data Security, Requirements — Contractor shall be paid for the amount of expenses
11 incurred, not to exceed Twenty Thousand Dollars ($20,000.00)for the term of this Agreement, to
12 comply with the data security requirements described in Exhibit E to this Agreement, "Data
13 Security," provided however, the amount of Contractor's actual expenses incurred for complying
14 with the data security requirements described in Exhibit E to this Agreement, "Data Security,"shall
15 not limit Contractor's performance of its obligations under Exhibit E to this Agreement, "Data
16 Security."
17
18
19
20
21
22
23
24
25
26
27
28
B-4
Exhibit C
1 Self-Dealing Transaction Disclosure Form
2 In order to conduct business with the County of Fresno ("County"), members of a contractor's
3 board of directors ("County Contractor"), must disclose any self-dealing transactions that they
4 are a party to while providing goods, performing services, or both for the County. A self-dealing
5 transaction is defined below:
6 "A self-dealing transaction means a transaction to which the corporation is a party and in
7 which one or more of its directors has a material financial interest."
8 The definition above will be used for purposes of completing this disclosure form.
9 Instructions
10 (1) Enter board member's name, job title (if applicable), and date this disclosure is being
11 made.
12 (2) Enter the board member's company/agency name and address.
13 (3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
14 County. At a minimum, include a description of the following:
15 a. The name of the agency/company with which the corporation has the transaction;
16 and
17 b. The nature of the material financial interest in the Corporation's transaction that
18 the board member has.
19 (4) Describe in detail why the self-dealing transaction is appropriate based on applicable
20 provisions of the Corporations Code.
21 The form must be signed by the board member that is involved in the self-dealing transaction
22 described in Sections (3) and (4).
23
24
25
26
27
28
C-1
Exhibit C
1 (1) Company Board Member Information:
2 Name: Date:
3 Job Title:
4 (2) Company/Agency Name and Address:
5
6
7
8
9 (3) Disclosure (Please describe the nature of the self-dealing transaction you are a
10 party to)
11
12
13
14
15
16 (4) Explain why this self-dealing transaction is consistent with the requirements of
Corporations Code § 5233 (a)
17
18
19
20
21
22
23 (5) Authorized Signature
24 Signature: Date:
25
26
27
28
C-2
Exhibit D
1 Insurance Requirements
2 1. Required Policies
3 Without limiting the County's right to obtain indemnification from the Contractor or any third
4 parties, Contractor, at its sole expense, shall maintain in full force and effect the following
5 insurance policies throughout the term of this Agreement.
6 (A) Commercial General Liability. Commercial general liability insurance with limits of not
7 less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
8 Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
9 Coverage must include products, completed operations, property damage, bodily injury,
10 personal injury, and advertising injury. The Contractor shall obtain an endorsement to
11 this policy naming the County of Fresno, its officers, agents, employees, and volunteers,
12 individually and collectively, as additional insureds, but only insofar as the operations
13 under this Agreement are concerned. Such coverage for additional insureds will apply as
14 primary insurance and any other insurance, or self-insurance, maintained by the County
15 is excess only and not contributing with insurance provided under the Contractor's
16 policy.
17 (B) Automobile Liability. Automobile liability insurance with limits of not less than One
18 Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
19 Coverage must include any auto used in connection with this Agreement.
20 (C)Workers Compensation. Workers compensation insurance as required by the laws of
21 the State of California with statutory limits.
22 (D) Employer's Liability. Employer's liability insurance with limits of not less than One
23 Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
24 (E) Professional Liability. Professional liability insurance with limits of not less than One
25 Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million
26 Dollars ($3,000,000). If this is a claims-made policy, then (1) the retroactive date must
27 be prior to the date on which services began under this Agreement; (2) the Contractor
28 shall maintain the policy and provide to the County annual evidence of insurance for not
D-1
Exhibit D
1 less than five years after completion of services under this Agreement; and (3) if the
2 policy is canceled or not renewed, and not replaced with another claims-made policy
3 with a retroactive date prior to the date on which services begin under this Agreement,
4 then the Contractor shall purchase extended reporting coverage on its claims-made
5 policy for a minimum of five years after completion of services under this Agreement.
6 (F) Cyber Liability. Cyber liability insurance with limits of not less than Two Million Dollars
7 ($2,000,000) per occurrence. Coverage must include claims involving Cyber Risks. The
8 cyber liability policy must be endorsed to cover the full replacement value of damage to,
9 alteration of, loss of, or destruction of intangible property (including but not limited to
10 information or data) that is in the care, custody, or control of the Contractor.
11 Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security
12 Breach, which may include Disclosure of Personal Information to an Unauthorized Third
13 Party; (ii) data breach; (iii) breach of any of the Contractor's obligations under Sections
14 IV and VI of Exhibit A of this Agreement; (iv) system failure; (v) data recovery; (vi) failure
15 to timely disclose data breach or Security Breach; (vii) failure to comply with privacy
16 policy; (viii) payment card liabilities and costs; (ix) infringement of intellectual property,
17 including but not limited to infringement of copyright, trademark, and trade dress; (x)
18 invasion of privacy, including release of private information; (xi) information theft; (xii)
19 damage to or destruction or alteration of electronic information; (xiii) cyber extortion; (xiv)
20 extortion related to the Contractor's obligations under this Agreement regarding
21 electronic information, including Personal Information; (xv) fraudulent instruction; (xvi)
22 funds transfer fraud; (xvii) telephone fraud; (xviii) network security; (xix) data breach
23 response costs, including Security Breach response costs; (xx) regulatory fines and
24 penalties related to the Contractor's obligations under this Agreement regarding
25 electronic information, including Personal Information; and (xxi) credit monitoring
26 expenses.
27
28
D-2
Exhibit D
1 2. Additional Requirements
2 (A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement,
3 and at any time during the term of this Agreement as requested by the County's Risk
4 Manager or the County Administrative Office, the Contractor shall deliver, or cause its
5 broker or producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th
6 Floor, Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by
7 mail or email to the person identified to receive notices under this Agreement,
8 certificates of insurance and endorsements for all of the coverages required under this
9 Agreement.
10 (i) Each insurance certificate must state that: (1) the insurance coverage has been
11 obtained and is in full force; (2) the County, its officers, agents, employees, and
12 volunteers are not responsible for any premiums on the policy; and (3) the
13 Contractor has waived its right to recover from the County, its officers, agents,
14 employees, and volunteers any amounts paid under any insurance policy required
15 by this Agreement and that waiver does not invalidate the insurance policy.
16 (ii) The commercial general liability insurance certificate must also state, and include
17 an endorsement, that the County of Fresno, its officers, agents, employees, and
18 volunteers, individually and collectively, are additional insureds insofar as the
19 operations under this Agreement are concerned. The commercial general liability
20 insurance certificate must also state that the coverage shall apply as primary
21 insurance and any other insurance, or self-insurance, maintained by the County
22 shall be excess only and not contributing with insurance provided under the
23 Contractor's policy.
24 (iii) The automobile liability insurance certificate must state that the policy covers any
25 auto used in connection with this Agreement.
26 (iv)The professional liability insurance certificate, if it is a claims-made policy, must
27 also state the retroactive date of the policy, which must be prior to the date on
28 which services began under this Agreement.
D-3
Exhibit D
1 (v) The cyber liability insurance certificate must also state that it is endorsed, and
2 include an endorsement, to cover the full replacement value of damage to,
3 alteration of, loss of, or destruction of intangible property (including but not limited
4 to information or data) that is in the care, custody, or control of the Contractor.
5 (B) Acceptability of Insurers. All insurance policies required under this Agreement must be
6 issued by admitted insurers licensed to do business in the State of California and
7 possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
8 less than A: VI I.
9 (C) Notice of Cancellation or Change. For each insurance policy required under this
10 Agreement, the Contractor shall provide to the County, or ensure that the policy requires
11 the insurer to provide to the County, written notice of any cancellation or change in the
12 policy as required in this paragraph. For cancellation of the policy for nonpayment of
13 premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
14 County not less than 10 days in advance of cancellation. For cancellation of the policy
15 for any other reason, and for any other change to the policy, the Contractor shall, or shall
16 cause the insurer to, provide written notice to the County not less than 30 days in
17 advance of cancellation or change. The County in its sole discretion may determine that
18 the failure of the Contractor or its insurer to timely provide a written notice required by
19 this paragraph is a breach of this Agreement.
20 (D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
21 with broader coverage, higher limits, or both, than what is required under this
22 Agreement, then the County requires and is entitled to the broader coverage, higher
23 limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer
24 to deliver, to the County's Risk Manager certificates of insurance and endorsements for
25 all of the coverages that have such broader coverage, higher limits, or both, as required
26 under this Agreement.
27 (E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its
28 officers, agents, employees, and volunteers any amounts paid under the policy of
D-4
Exhibit D
1 worker's compensation insurance required by this Agreement. The Contractor is solely
2 responsible to obtain any policy endorsement that may be necessary to accomplish that
3 waiver, but the Contractor's waiver of subrogation under this paragraph is effective
4 whether or not the Contractor obtains such an endorsement.
5 (F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
6 in effect at all times any insurance coverage required under this Agreement, the County
7 may, in addition to any other remedies it may have, suspend or terminate this
8 Agreement upon the occurrence of that failure, or purchase such insurance coverage,
9 and charge the cost of that coverage to the Contractor. The County may offset such
10 charges against any amounts owed by the County to the Contractor under this
11 Agreement.
12 (G)Subcontractors. The Contractor shall require and verify that all subcontractors used by
13 the Contractor to provide services under this Agreement maintain insurance meeting all
14 insurance requirements provided in this Agreement. This paragraph does not authorize
15 the Contractor to provide services under this Agreement using subcontractors.
16
17
18
19
20
21
22
23
24
25
26
27
28
D-5
Exhibit E
Data Security
1 1. Definitions
2 Capitalized terms used in this Exhibit E have the meanings set forth in this section 1.
3 (A) "Authorized Employees" means the Contractor's employees who have access to
4 Personal Information.
5 (B) "Authorized Persons" means: (i) any and all Authorized Employees; and (ii) any and all
6 of the Contractor's subcontractors, representatives, agents, outsourcers, and
7 consultants, and providers of professional services to the Contractor, who have access
8 to Personal Information and are bound by law or in writing by confidentiality obligations
9 sufficient to protect Personal Information in accordance with the terms of this Exhibit E.
10 (C)"Director" means the Fresno County Clerk/Registrar of Voters or his or her designee.
11 (D)"Disclose" or any derivative of that word means to disclose, release, transfer,
12 disseminate, or otherwise provide access to or communicate all or any part of any
13 Personal Information orally, in writing, or by electronic or any other means to any person.
14 (E) "Person" means any natural person, corporation, partnership, limited liability company,
15 firm, or association.
16 (F) "Personal Information" means any and all information, including any data, provided, or
17 to which access is provided, to the Contractor by or upon the authorization of the
18 County, under this Agreement, including but not limited to vital records, that: (i) identifies,
19 describes, or relates to, or is associated with, or is capable of being used to identify,
20 describe, or relate to, or associate with, a person (including, without limitation, names,
21 physical descriptions, signatures, addresses, telephone numbers, e-mail addresses,
22 education, financial matters, employment history, and other unique identifiers, as well as
23 statements made by or attributable to the person); (ii) is used or is capable of being used
24 to authenticate a person (including, without limitation, employee identification numbers,
25 government-issued identification numbers, passwords or personal identification numbers
26 (PINs), financial account numbers, credit report information, answers to security
27 questions, and other personal identifiers); or (iii) is personal information within the
28 meaning of California Civil Code section 1798.3, subdivision (a), or 1798.80, subdivision
E-1
Exhibit E
Data Security
1 (e). Personal Information does not include publicly available information that is lawfully
2 made available to the general public from federal, state, or local government records.
3 (G)"Privacy Practices Complaint" means a complaint received by the County relating to
4 the Contractor's (or any Authorized Person's) privacy practices, or alleging a Security
5 Breach. Such complaint shall have sufficient detail to enable the Contractor to promptly
6 investigate and take remedial action under this Exhibit E.
7 (H) "Security Safeguards" means physical, technical, administrative or organizational
8 security procedures and practices put in place by the Contractor(or any Authorized
9 Persons) that relate to the protection of the security, confidentiality, value, or integrity of
10 Personal Information. Security Safeguards shall satisfy the minimal requirements set
11 forth in section 3(C) of this Exhibit E.
12 (1) "Security Breach" means (i) any act or omission that compromises either the security,
13 confidentiality, value, or integrity of any Personal Information or the Security Safeguards,
14 or (ii) any unauthorized Use, Disclosure, or modification of, or any loss or destruction of,
15 or any corruption of or damage to, any Personal Information.
16 (J) "Use" or any derivative of that word means to receive, acquire, collect, apply,
17 manipulate, employ, process, transmit, disseminate, access, store, disclose, or dispose
18 of Personal Information.
19 2. Standard of Care
20 (A) The Contractor acknowledges that, in the course of its engagement by the County under
21 this Agreement, the Contractor, or any Authorized Persons, may Use Personal
22 Information only as permitted in this Agreement.
23 (B) The Contractor acknowledges that Personal Information is deemed to be confidential
24 information of, or owned by, the County (or persons from whom the County receives or
25 has received Personal Information) and is not confidential information of, or owned or by,
26 the Contractor, or any Authorized Persons. The Contractor further acknowledges that all
27 right, title, and interest in or to the Personal Information remains in the County (or
28 persons from whom the County receives or has received Personal Information)
E-2
Exhibit E
Data Security
1 regardless of the Contractor's, or any Authorized Person's, Use of that Personal
2 Information.
3 (C)The Contractor agrees and covenants in favor of the County that the Contractor shall:
4 (i) keep and maintain all Personal Information in strict confidence, using such degree of
5 care under this section 2 as is reasonable and appropriate to avoid a Security
6 Breach;
7 (ii) Use Personal Information exclusively for the purposes for which the Personal
8 Information is made accessible to the Contractor pursuant to the terms of this Exhibit
9 E;
10 (iii) not Use, Disclose, sell, rent, license, or otherwise make available Personal
11 Information for the Contractor's own purposes or for the benefit of anyone other than
12 the County, without the County's express prior written consent, which the County
13 may give or withhold in its sole and absolute discretion, which shall not be
14 unreasonably withheld; and
15 (iv) not, directly or indirectly, Disclose Personal Information to any person (an
16 "Unauthorized Third Party") other than Authorized Persons pursuant to this
17 Agreement, without the Director's express prior written consent, which shall not be
18 unreasonably withheld.
19 (D) Notwithstanding the foregoing paragraph, in any case in which the Contractor believes it,
20 or any Authorized Person, is required to disclose Personal Information to government
21 regulatory authorities, or pursuant to a legal proceeding, or otherwise as may be
22 required by applicable law, Contractor shall (i) immediately notify the County of the
23 specific demand for, and legal authority for the disclosure, including providing County
24 with a copy of any notice, discovery demand, subpoena, or order, as applicable,
25 received by the Contractor, or any Authorized Person, from any government regulatory
26 authorities, or in relation to any legal proceeding, and (ii) promptly notify the County
27 before such Personal Information is offered by the Contractor for such disclosure so that
28 the County may have sufficient time to obtain a court order or take any other action the
E-3
Exhibit E
Data Security
1 County may deem necessary to protect the Personal Information from such disclosure,
2 and the Contractor shall cooperate with the County to minimize the scope of such
3 disclosure of such Personal Information.
4 (E) The Contractor shall remain liable to the County for the actions and omissions of any
5 person or entity under Contractor's control concerning its Use of such Personal
6 Information as if they were the Contractor's own actions and omissions.
7 3. Information Security
8 (A) The Contractor covenants, represents and warrants to the County that the Contractor's
9 Use of Personal Information under this Agreement does and will at all times comply with
10 all applicable federal, state, and local, privacy and data protection laws, as well as all
11 other applicable regulations and directives, including but not limited to California Civil
12 Code, Division 3, Part 4, Title 1.81 (beginning with section 1798.80), and the Song-
13 Beverly Credit Card Act of 1971 (California Civil Code, Division 3, Part 4, Title 1.3,
14 beginning with section 1747).
15 (B) The Contractor covenants, represents and warrants to the County that, as of the
16 effective date of this Agreement, the Contractor has not received notice of any violation
17 of any privacy or data protection laws, as well as any other applicable regulations or
18 directives, and is not the subject of any pending legal action or investigation by, any
19 government regulatory authority regarding same.
20 (C)Without limiting the Contractor's obligations under section 3(A) of this Exhibit E, the
21 Contractor's (or Authorized Person's) Security Safeguards shall conform to accepted
22 industry practices and, at a minimum, include the following:
23 (i) limiting Use of Personal Information strictly to the Contractor's and Authorized
24 Persons' technical and administrative personnel who are necessary for the
25 Contractor's, or Authorized Persons', Use of the Personal Information pursuant to
26 this Agreement;
27
28
E-4
Exhibit E
Data Security
1 (ii) ensuring that all of the Contractor's connectivity to County computing systems will
2 only be through the County's security gateways and firewalls, and only through
3 security procedures approved upon the express prior written consent of the Director;
4 (iii) to the extent that they contain or provide access to Personal Information, (a)
5 securing business facilities, data centers, paper files, servers, back-up systems and
6 computing equipment, operating systems, and software applications, including, but
7 not limited to, all mobile devices and other equipment, operating systems, and
8 software applications with information storage capability; (b) employing adequate
9 controls and data security measures, both internally and externally, to protect (1) the
10 Personal Information from potential loss or misappropriation, or unauthorized Use,
11 and (2) the County's operations from disruption and abuse; (c) having and
12 maintaining network, device application, database and platform security; (d)
13 maintaining authentication and access controls within media, computing equipment,
14 operating systems, and software applications; and (e) installing and maintaining in all
15 mobile, wireless, or handheld devices a secure internet connection, having
16 continuously updated anti-virus software protection and a remote wipe feature
17 always enabled, all of which is subject to express prior written consent of the
18 Director, which consent shall not be unreasonably withheld;
19 (iv)encrypting all Personal Information at advance encryption standards of Advanced
20 Encryption Standards (AES) of 128 bit or higher (a) stored on any mobile devices,
21 including but not limited to hard disks, portable storage devices, or remote
22 installation, or (b) transmitted over public or wireless networks (the encrypted
23 Personal Information must be subject to password or pass phrase, and be stored on
24 a secure server and transferred by means of a secure File Transfer Protocol (FTP)
25 site);
26 (v) strictly segregating Personal Information from all other information of the Contractor,
27 including any Authorized Person, or anyone with whom the Contractor or any
28
E-5
Exhibit E
Data Security
1 Authorized Person deals so that Personal Information is not commingled with any
2 other types of information;
3 (vi) having a patch management process including installation of all operating system
4 and software vendor security patches;
5 (vii)maintaining appropriate personnel security and integrity procedures and practices,
6 including, but not limited to, conducting background checks of Authorized Employees
7 consistent with applicable law; and
8 (viii) providing appropriate privacy and information security training to Authorized
9 Employees.
10 (D) During the term of each Authorized Employee's employment by the Contractor, the
11 Contractor shall cause such Authorized Employees to abide strictly by the
12 Contractor's obligations under this Exhibit E. The Contractor shall maintain a
13 disciplinary process to address any unauthorized Use of Personal Information by any
14 Authorized Employees.
15 (E) The Contractor shall provide the County with the name and contact information for
16 one Authorized Employee (including such Authorized Employee's work shift, and at
17 least one alternate Authorized Employee for each Authorized Employee during such
18 work shift) who shall serve as the County's primary security contact with the
19 Contractor and shall be available to assist the County twenty-four (24) hours per day,
20 seven (7) days per week as a contact in resolving the Contractor's and any
21 Authorized Persons' obligations associated with a Security Breach or a Privacy
22 Practices Complaint.
23 (F) The Contractor shall not knowingly include or authorize any Trojan Horse, back door,
24 time bomb, drop dead device, worm, virus, or other code of any kind that may
25 disable, erase, display any unauthorized message within, or otherwise impair any
26 County computing system, with or without the intent to cause harm.
27 4. Security Breach Procedures
28
E-6
Exhibit E
Data Security
1 (A) Immediately upon the Contractor's awareness or reasonable belief of a Security Breach,
2 the Contractor shall (i) notify the Director of the Security Breach, such notice to be given
3 first by telephone at the following telephone number (559) 600-3013, followed promptly
4 by email at the following email address:clerk-elections@fresnocountyca.gov (which
5 telephone number and email address the County may update by providing notice to the
6 Contractor), and (ii) preserve all relevant evidence (and cause any affected Authorized
7 Person to preserve all relevant evidence) relating to the Security Breach. The notification
8 shall include, to the extent reasonably possible, the identification of each type and the
9 extent of Personal Information that has been, or is reasonably believed to have been,
10 breached, including but not limited to, compromised, or subjected to unauthorized Use,
11 Disclosure, or modification, or any loss or destruction, corruption, or damage. Notice is
12 completed when receipt is acknowledged by Director.
13 (B) Immediately following the Contractor's notification to the County of a Security Breach, as
14 provided pursuant to section 4(A) of this Exhibit E, the Parties shall coordinate with each
15 other to investigate the Security Breach. The Contractor agrees to fully cooperate with
16 the County, including, without limitation:
17 (i) assisting the County in conducting any investigation;
18 (ii) providing the County with physical access to the facilities and operations affected;
19 (iii) facilitating interviews with Authorized Persons and any of the Contractor's other
20 employees knowledgeable of the matter; and
21 (iv) making available all relevant records, logs, files, data reporting and other materials
22 required to comply with applicable law, regulation, industry standards, or as
23 otherwise reasonably required by the County.
24 To that end, the Contractor shall, with respect to a Security Breach, be solely
25 responsible, at its cost, for all notifications required by law and regulation, or deemed
26 reasonably necessary by the County, and the Contractor shall provide a written report of
27 the investigation and reporting required to the Director within 30 days after the
28 Contractor's discovery of the Security Breach.
E-7
Exhibit E
Data Security
1 (C) County shall promptly notify the Contractor of the Director's knowledge, or reasonable
2 belief, of any Privacy Practices Complaint, and upon the Contractor's receipt of that
3 notification, the Contractor shall promptly address such Privacy Practices Complaint,
4 including taking any corrective action under this Exhibit E, all at the Contractor's sole
5 expense, in accordance with applicable privacy rights, laws, regulations and standards.
6 In the event the Contractor discovers a Security Breach, the Contractor shall treat the
7 Privacy Practices Complaint as a Security Breach. Within 24 hours of the Contractor's
8 receipt of notification of such Privacy Practices Complaint, the Contractor shall notify the
9 County whether the matter is a Security Breach, or otherwise has been corrected and
10 the manner of correction, or determined not to require corrective action and the reason
11 for that determination.
12 (D)The Contractor shall take prompt corrective action to respond to and remedy any
13 Security Breach and take mitigating actions, including but not limiting to, preventing any
14 reoccurrence of the Security Breach and correcting any deficiency in Security
15 Safeguards as a result of such incident, all at the Contractor's sole expense, in
16 accordance with applicable privacy rights, laws, regulations and standards. The
17 Contractor shall reimburse the County for all reasonable costs incurred by the County in
18 responding to, and mitigating damages caused by, any Security Breach, including all
19 costs of the County incurred in relation to any litigation or other action described section
20 4(E) of this Exhibit E. The County shall reimburse the Contractor for all reasonable costs
21 incurred by the Contractor in responding to, and mitigating damages resulting from, a
22 Security Breach caused solely by the County or an agent of County other than
23 Contractor.
24 (E) In the event of a Security Breach caused solely by Contractor, the Contractor agrees to
25 cooperate, at its sole expense, with the County in any litigation or other action to protect
26 the County's rights relating to Personal Information, including the rights of persons from
27 whom the County receives Personal Information.
28
E-8
Exhibit E
Data Security
1 (F) In the event of a Security Breach caused solely by County or an agent of County other
2 than Contractor, the County agrees to cooperate, at its sole expense, with the Contractor
3 in any litigation or other action to which Contractor becomes a party wherein such action
4 is for the purpose of protecting the County's rights relating to Personal Information,
5 including the rights of persons from whom the County receives Personal Information.
6 5. Oversight of Security Compliance
7 (A) The Contractor shall have and maintain a written information security policy that
8 specifies Security Safeguards appropriate to the size and complexity of the Contractor's
9 operations and the nature and scope of its activities.
10 (B) Upon the County's written request, to confirm the Contractor's compliance with this
11 Exhibit E, as well as any applicable laws, regulations and industry standards, the
12 Contractor grants the County or, upon the County's election, a third party on the
13 County's behalf, permission to perform an assessment, audit, examination or review of
14 all controls in the Contractor's physical and technical environment in relation to all
15 Personal Information that is Used by the Contractor pursuant to this Agreement. The
16 Contractor shall fully cooperate with such assessment, audit or examination, as
17 applicable, by providing the County or the third party on the County's behalf, access to
18 all Authorized Employees and other knowledgeable personnel, physical premises,
19 documentation, infrastructure and application software that is Used by the Contractor for
20 Personal Information pursuant to this Agreement. In addition, the Contractor shall
21 provide the County with the results of any audit by or on behalf of the Contractor that
22 assesses the effectiveness of the Contractor's information security program as relevant
23 to the security and confidentiality of Personal Information Used by the Contractor or
24 Authorized Persons during the course of this Agreement under this Exhibit E.
25 (C)The Contractor shall ensure that all Authorized Persons who Use Personal Information
26 agree to the same restrictions and conditions in this Exhibit E. that apply to the
27 Contractor with respect to such Personal Information by incorporating the relevant
28 provisions of these provisions into a valid and binding written agreement between the
E-9
Exhibit E
Data Security
1 Contractor and such Authorized Persons, or amending any written agreements to
2 provide same.
3 6. Return or Destruction of Personal Information. Upon the termination of this Agreement,
4 the Contractor shall, and shall instruct all Authorized Persons to, promptly return to the County
5 all Personal Information, whether in written, electronic or other form or media, in its possession
6 or the possession of such Authorized Persons, in a machine readable form used by the County
7 at the time of such return, or upon the express prior written consent of the Director, securely
8 destroy all such Personal Information, and certify in writing to the County that such Personal
9 Information have been returned to the County or disposed of securely, as applicable. If the
10 Contractor is authorized to dispose of any such Personal Information, as provided in this Exhibit
11 E, such certification shall state the date, time, and manner (including standard) of disposal and
12 by whom, specifying the title of the individual. The Contractor shall comply with all reasonable
13 directions provided by the Director with respect to the return or disposal of Personal Information
14 and copies of Personal Information. If return or disposal of such Personal Information or copies
15 of Personal Information is not feasible, the Contractor shall notify the County according,
16 specifying the reason, and continue to extend the protections of this Exhibit E to all such
17 Personal Information and copies of Personal Information. The Contractor shall not retain any
18 copy of any Personal Information after returning or disposing of Personal Information as
19 required by this section 6. The Contractor's obligations under this section 6 survive the
20 termination of this Agreement and apply to all Personal Information that the Contractor retains if
21 return or disposal is not feasible and to all Personal Information that the Contractor may later
22 discover.
23 7. Indemnity. The Contractor shall defend, indemnify and hold harmless the County, its
24 officers, employees, and agents, (each, a "County Indemnitee") from and against any and all
25 infringement of intellectual property including, but not limited to infringement of copyright,
26 trademark, and trade dress, invasion of privacy, information theft, and extortion, unauthorized
27 Use, Disclosure, or modification of, or any loss or destruction of, or any corruption of or damage
28 to, Personal Information, Security Breach response and remedy costs, credit monitoring
E-10
Exhibit E
Data Security
1 expenses, forfeitures, losses, damages, liabilities, deficiencies, actions, judgments, interest,
2 awards, fines and penalties (including regulatory fines and penalties), costs or expenses of
3 whatever kind, including attorneys' fees and costs, the cost of enforcing any right to
4 indemnification or defense under this Exhibit E and the cost of pursuing any insurance
5 providers, arising out of or resulting from any third party claim or action against any County
6 Indemnitee in relation to the Contractor's, its officers, employees, or agents, or any Authorized
7 Employee's or Authorized Person's, performance or failure to perform under this Exhibit E or
8 arising out of or resulting from the Contractor's failure to comply with any of its obligations under
9 this section 7. The provisions of this section 7 do not apply to the acts or omissions of the
10 County. The provisions of this section 7 are cumulative to any other obligation of the Contractor
11 to, defend, indemnify, or hold harmless any County Indemnitee under this Agreement. The
12 provisions of this section 7 shall survive the termination of this Agreement.
13 8. Survival. The respective rights and obligations of the Contractor and the County as stated
14 in this Exhibit E shall survive the termination of this Agreement.
15 9. No Third Party Beneficiary. Nothing express or implied in the provisions of in this Exhibit E
16 is intended to confer, nor shall anything in this Exhibit E confer, upon any person other than the
17 County or the Contractor and their respective successors or assignees, any rights, remedies,
18 obligations or liabilities whatsoever.
19 10. No County Warranty. The County does not make any warranty or representation whether
20 any Personal Information in the Contractor's (or any Authorized Person's) possession or control,
21 or Use by the Contractor (or any Authorized Person), pursuant to the terms of this Agreement is
22 or will be secure from unauthorized Use, or a Security Breach or Privacy Practices Complaint.
23
24 -END-
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E-11