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HomeMy WebLinkAboutP-24-112 Granicus LLC.pdf DocuSign Envelope ID:06C354FC-7377-46FE-B5FF-803EB43B7303 co County of Fresno INTERNAL SERVICES DEPARTMENT Facilities• Fleet•Graphics• Purchasing •Security•Technology O� 185�O ORES PROCUREMENT AGREEMENT Agreement Number P-24-112 April 24, 2024 Granicus, LLC Dept CH Box 19634 Palentine, IL 60055 The County of Fresno (County) hereby contracts with Granicus, LLC (Contractor)for Continued Software Maintenance &Technical Support of County Clerk Services System in accordance with the text of this agreement, Attachment"A", by this reference made a part hereof. TERM: This Agreement shall become effective April 15, 2024 and shall remain in effect through April 14, 2027. MINIMUM ORDERS: Unless stated otherwise there shall be no minimum order quantity. The County reserves the right to increase or decrease orders or quantities. CONTRACTOR'S SERVICES: Contractor shall perform the services as described in Attachment"A" attached, at the rates set forth in Attachment"A". ORDERS: Orders will be placed on an as-needed basis by County Clerk under this contract. PRICES: Prices shall be firm for the contract period. MAXIMUM: In no event shall services performed and/or fees paid under this Agreement be in excess of One Hundred Thirty-Five Thousand Nine Hundred Forty-One Dollars and Seventy-Six Cents ($135,941.76). ADDITIONAL ITEMS: The County reserves the right to negotiate additional items to this Agreement as deemed necessary. Such additions shall be made in writing and signed by both parties. DELIVERY: The F.O.B. Point shall be the destination within the County of Fresno. All orders shall be delivered complete as specified. All orders placed before Agreement expiration shall be honored under the terms and conditions of this Agreement. DEFAULT: In case of default by Contractor, the County may procure the articles/services from another source and may recover the loss occasioned thereby from any unpaid balance due the Contractor or by any other legal means available to the County. The prices paid by County shall be considered the prevailing market price at the time such purchase is made. Inspection of deliveries or offers for delivery, which do not meet specifications, will be at the expense of Contractor. INVOICING: An itemized invoice shall be sent to requesting County department in accordance with invoicing instructions included in each order referencing this Agreement. The Agreement number must appear on all shipping documents and invoices. Invoice terms shall be Net 45 Days. 333 W. Pontiac Way,Clovis,CA 93612/(559)600-7110 *The County of Fresno is an Equal Employment Opportunity Employer DocuSign Envelope ID:06C354FC-7377-46FE-B5FF-803EB43B7303 PROCUREMENT AGREEMENT NUMBER: P-24-112 Page 2 Granicus, LLC April 24, 2024 INVOICE TERMS: Net forty-five (45) days from the receipt of invoice. TERMINATION: The County reserves the right to terminate this Agreement upon thirty (30) days written notice to the Contractor. In the event of such termination, the Contractor shall be paid for satisfactory services or supplies provided to the date of termination. LAWS AND REGULATIONS: The Contractor shall comply with all laws, rules and regulations whether they be Federal, State or municipal, which may be applicable to Contractor's business, equipment and personnel engaged in service covered by this Agreement. AUDITS AND RETENTION: Terms and conditions set forth in the agreement associated with the purchased goods are incorporated herein by reference. In addition, the Contractor shall maintain in good and legible condition all books, documents, papers, data files and other records related to its performance under this contract. Such records shall be complete and available to Fresno County, the State of California, the federal government or their duly authorized representatives for the purpose of audit, examination, or copying during the term of the contract and for a period of at least three years following the County's final payment under the contract or until conclusion of any pending matter(e.g., litigation or audit), whichever is later. Such records must be retained in the manner described above until all pending matters are closed. LIABILITY: The Contractor agrees to: Pay all claims for damage to property in any manner arising from Contractor's operations under this Agreement. Indemnify, save and hold harmless, and at County's request defend the County, its officers, agents and employees from any and all claims for damage or other liability, including costs, expenses (including attorney's fees and costs), causes of action, claims or judgments resulting out of or in any way connected with Contractor's performance or failure to perform by Contractor, its agents, officers or employees under this Agreement, and from any and all costs and expenses (including attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm or corporation who may be injured or damaged by the performance, or failure to perform, of Contractor, its officers, agents, or employees under this Agreement. INSURANCE: Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers Agreement (JPA)throughout the term of the Agreement: A. Commercial General Liability: Commercial general liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence and an annual aggregate of Two Million Dollars ($2,000,000). This policy must be issued on a per occurrence basis. Coverage must include products, completed operations, property damage, bodily injury, personal injury, and advertising injury. The Contractor shall obtain an endorsement to this policy naming the County of Fresno, its officers, agents, employees, and volunteers, individually and collectively, as additional insureds, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insureds will apply as primary insurance and any other insurance, or self-insurance, maintained by the County is excess only and not contributing with insurance provided under the Contractor's policy. B. Automobile Liability: Automobile liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages. Coverage must include any auto used in connection with this Agreement. C. Professional Liability: Professional liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million Dollars ($3,000,000). If this is a claims-made policy, then (1)the retroactive date must be prior to the date on which services began under this Agreement; (2)the Contractor shall maintain the policy and provide to the County annual evidence of insurance for not less than five years after completion of services under this Agreement; and (3) if the policy is canceled or not renewed, and not replaced with another claims-made policy with a retroactive date prior to the date on which services begin under this Agreement, then the Contractor shall P-24-112 Granicus LLC.docx DocuSign Envelope ID:06C354FC-7377-46FE-B5FF-803EB43B7303 PROCUREMENT AGREEMENT NUMBER: P-24-112 Page 3 Granicus, LLC April 24, 2024 purchase extended reporting coverage on its claims-made policy for a minimum of five years after completion of services under this Agreement. D. Worker's Compensation: Workers compensation insurance as required by the laws of the State of California with statutory limits. Additional Requirements Relating to Insurance: Contractor shall obtain endorsements to the Commercial General Liability insurance naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees shall be excess only and not contributing with insurance provided under Contractor's policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30)days advance written notice given to County. Contractor hereby waives its right to recover from County, its officers, agents, and employees any amounts paid by the policy of worker's compensation insurance required by this Agreement. Contractor is solely responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of subrogation, but Contractor's waiver of subrogation under this paragraph is effective whether or not Contractor obtains such an endorsement. Within Thirty (30) days from the date Contractor signs and executes this Agreement, Contractor shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as required herein, to the County of Fresno, County Clerk, 2221 Kern Street, Fresno, CA 93721, stating that such insurance coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that such Commercial General Liability insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned; that such coverage for additional insured shall apply as primary insurance and any other insurance, or self- insurance, maintained by County, its officers, agents and employees, shall be excess only and not contributing with insurance provided under Contractor's policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty(30) days advance, written notice given to County. Certificates of Insurance are to include the contract number at the top of the first page. In the event Contractor fails to keep in effect at all times insurance coverage as herein provided, the County may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such event. All policies shall be with admitted insurers licensed to do business in the State of California. Insurance purchased shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or better. COMING ON COUNTY PROPERTY TO DO WORK: Contractor agrees to provide maintain and furnish proof of Comprehensive General Liability Insurance with limits of not less than $500,000 per occurrence. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by Contractor under this Agreement, it is mutually understood and agreed that Contractor, including any and all of Contractor's officers, agents, and employees will at all times be acting and performing as an independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee,joint venturer, partner, or associate of the County. Furthermore, County shall have no right to control or supervise or direct the manner or method by which Contractor shall perform its work and function. However, County shall retain the right to administer this Agreement so as to verify that Contractor is performing its obligations in accordance with the terms and conditions thereof. Contractor and County shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. P-24-112 Granicus LLC.docx DocuSign Envelope ID:06C354FC-7377-46FE-B5FF-803EB43B7303 PROCUREMENT AGREEMENT NUMBER: P-24-112 Page 4 Granicus, LLC April 24, 2024 Because of its status as an independent contractor, Contractor shall have absolutely no right to employment rights and benefits available to County employees. Contractor shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, Contractor shall be solely responsible and save County harmless from all matters relating to payment of Contractor's employees, including compliance with Social Security, withholding, and all other regulations governing such matters. It is acknowledged that during the term of this Agreement, Contractor may be providing services to others unrelated to the County or to this Agreement. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under this Agreement without the written consent of the other party. AMENDMENTS: This Agreement constitutes the entire Agreement between the Contractor and the County with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, Request for Proposals, Bids and understandings of any nature whatsoever unless expressly included in this Agreement. This Agreement supersedes any and all terms set forth in Contractor's invoice. This Agreement may be amended only by written addendum signed by both parties. INCONSISTENCIES: In the event of any inconsistency in interpreting the documents which constitute this Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority: (1)the text of this Agreement (excluding Attachment"A"); and (2)Attachment"A. GOVERNING LAWS: This Agreement shall be construed, interpreted and enforced under the laws of the State of California. Venue for any action shall only be in County of Fresno. ELECTRONIC SIGNATURES: The parties agree that this Agreement may be executed by electronic signature as provided in this section. A. An "electronic signature" means any symbol or process intended by an individual signing this Agreement to represent their signature, including but not limited to (1) a digital signature; (2) a faxed version of an original handwritten signature; or(3)an electronically scanned and transmitted (for example by PDF document) of a handwritten signature. B. Each electronic signature affixed or attached to this Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of that person. C. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). D. Each party using a digital signature represents that it has undertaken and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)through (5), and agrees that each other party may rely upon that representation. This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means and either party may sign this Agreement with an original handwritten signature. Please acknowledge your acceptance by returning all pages of this Agreement to my office via email or USPS. P-24-112 Granicus LLC.docx DocuSign Envelope ID:06C354FC-7377-46FE-B5FF-803EB43B7303 PROCUREMENT AGREEMENT NUMBER: P-24-112 Page 5 Granicus, LLC April 24, 2024 Please refer any inquiries in this matter to Susan Walker, Purchasing Technician, at 559-600-7111 or suwalker@fresnocountyca.gov. FOR THE COUNTY OF FRESNO Digitally signed by Manuel M. Manuel M. Vilanova Vilanova Date:2024.04.30 09:09:53-07'00' Manuel Vilanova Deputy Director, ISD 333 W. Pontiac Way Clovis, CA 93612 MV:slw P-24-112 Granicus LLC.docx DocuSign Envelope ID:06C354FC-7377-46FE-B5FF-803EB43B7303 PROCUREMENT AGREEMENT NUMBER: P-24-112 Page 6 Granicus, LLC April 24, 2024 CONTRACTOR TO COMPLETE: Granicus, LLC Company: Type of Entity: ❑ Individual IZJ Limited Liability Company ❑ Sole Proprietorship ❑ Limited Liability Partnership ❑ Corporation ❑ General Partnership 1152 15th Street NW, Suite 800 Washington DC 20005 Address City State Zip 800-314-0147 contracts@granicus.com TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS Print Name & Greg Eck Title: Print Name &Title: Senior Manager, Contracts DocuSigned by: E Signature: Signature: 71 FMCMD848403... ACCOUNTING USE ONLY ORG No.: 28500500 Account No.: 7295 Requisition No.: 8502400158 (08/2022) P-24-112 Granicus LLC.docx DocuSign Envelope ID:06C354FC-7377-46FE-B5FF-603EB43B7303 ATTACHMENT"A" uranlCUS, LLU 04/24/2024 04/24/2024 Granicus,LLC Fresno County,CA G R AN I C U S Clerk Statement of work Exhibit A EXHIBIT A Fresno County, CA Clerk Clerk Docs, Campaign Docs, Cornerstone Statement of Work for continued System Maintenance and Support 1. SCOPE OF WORK ANNUAL PRODUCT SUPPORT AND MAINTENANCE AGREEMENT Under this agreement, you will receive regular and emergency software updates and related professional services for the products covered by this agreement. These software updates and services shall include: • Product updates for each system. These may include program bug fixes, software enhancements and new features released during the term of this service period. • Granicus will furnish and test periodic software upgrades to the proposed System. Granicus will provide the latest information on the proposed software upgrade as to software glitches,bugs, and other issues to assist your county determining the best course of action. • Granicus will provide professional services to assess compatibility issues by participating in testing of third-party operating system updates. Granicus will assist your county systems staff to insure a successful software upgrade integration. Software upgrades are generally performed during normal business hours. Special arrangements for testing during non-business hours and weekends can be scheduled to avoid a disruption in normal business operations. During this service period, Granicus will provide up to 16 hours of professional services for system evaluation, problem resolution, installation, testing and implementation services related to third party software or hardware that is used by your System. Granicus Contact: Brent Blankenship — brent.blankenship@granicus.com 972-358-6215 Page 1 of 2 DocuSign Envelope b:06C354FC 7377-46FE-B5FF-803EB43B7303 ATTACHMENT"A" uranICUS, LLU 04/24/2024 04/2 24 Granicus,LLC Fresno County, CA G R A N I C U S Clerk Statement of Work Exhibit A Pricing: 45 Payment terms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.) Currency: USD Period of Performance: 4.15.2024 - 4.14.2025 Contract End Date: 4.14.2027 Annual Fees for Renewing Subscriptions Solution Billing Frequency Annual Fee Campaign Docs Annual $ 3,966.70 Campaign Docs Web Publishing Annual $ 2,490.70 ClerkDocs Marriage Annual $ 11 ,069.84 ClerkDocs Online Marriage Annual $ 3,504.95 ClerkDocs FBN Annual $ 2,734.65 ClerkDocs Online FBN Annual $ 2,502.90 eCampaign Annual $ 3,992.77 ClerkDocs Passport Annual $ 2,187.72 CornerStone Annual $ 11 ,531 .09 4.15.2024 - 4.14.2025 Total $43,981.32 Solution Billing Frequency Annual Fee Campaign Docs Annual $ 4,085.70 Campaign Docs Web Publishing Annual $ 2,565.42 ClerkDocs Marriage Annual $ 11 ,401 .94 ClerkDocs Online Marriage Annual $ 3,610.10 ClerkDocs FBN Annual $ 2,816.69 ClerkDocs Online FBN Annual $ 2,577.99 eCampaign Annual $ 4,1 12.55 ClerkDocs Passport Annual $ 2,253.35 CornerStone Annual $ 11,877.02 4.15.2025 - 4.14.2026 Total $45,300.76 Solution Billing Frequency Annual Fee Campaign Docs Annual $ 4,208.27 Campaign Docs Web Publishing Annual $ 2,642.38 ClerkDocs Marriage Annual $ 11 ,744.00 ClerkDocs Online Marriage Annual $ 3,718.30 ClerkDocs FBN Annual $ 2,901 .19 Page 2 of 2 DocuSign Envelope ID:06C354FC 7377-46FE-B5FF-803EB43B7303 ATTACHMENT"A" uranICUS, LLU 04/24/2024 04/24/2024 Granicus,LLC G G R A N I C 1J S Fresno County, CA Clerk Statement of Work Exhibit A ClerkDocs Online FBN Annual $ 2,655.33 eCampaign Annual $ 4,235.93 ClerkDocs Passport Annual $ 2,320.95 CornerStone Annual $ 12,233.33 4.15.2026 - 4.14.2027 Total $46,659.68 Additional one-year terms, if mutually agreed upon by both parties. Page 2 of 2 D«q)nEaep b§oe&a PcJ�77 &«'B/FRsaEB4Ad/ ATTAr.HNAFMT' " vex a ±u 0 /24/2024 0424kk E c0 « � § E _ #7� L 10- Em -f £ q � U 0 ) / k § \ 15 2cn \ � \ . _p kj c ® � ) 2cm /{ { @{CD \ �k/ k [ ■ mow ono? ¥ ¥� % 3t a £k � . m� § g A c ��� u � CL kkk ` \ 0 § §= J d B. 70 f § / « mG 2 $ m m � # � E 7 c s $ 2 § ) � cc $ƒ <CL 32® kt /}� \ ew ?f $ §q $2f 0 °� G£ = o § 2 & S /f 2 E £I 0 / _ _ � CL k2 ¥ _§ 0 2 m s 2 ( - ` // § k Q /) @ @ D § f � 3 ©� tea \ Af Of8 U) cr // k o ) � 2 32) & { ( ` m � 2 2$ § °§ � _ ;\ 2 AI 3 f cl� ■ a Q G k2\7 k) Q-/ DocuSign Envelope ID:06C354FC 7377-46FE-B5FF-803EB43B7303 ATTACHMENT"A" uranICUS, LLU 04/24/2024 04/24/2024 Exhibit E Data Security 1. Definitions Capitalized terms used in this Exhibit E have the meanings set forth in this section 1. (A) "Authorized Employees" means the Contractor's employees who have access to Personal Information. (B) "Authorized Persons" means: (i) any and all Authorized Employees; and (ii) any and all of the Contractor's subcontractors, representatives, agents, outsourcers, and consultants, and providers of professional services to the Contractor, who have access to Personal Information and are bound by law or in writing by confidentiality obligations sufficient to protect Personal Information in accordance with the terms of this Exhibit E. (C)"Director" means the Fresno County Clerk/Registrar of Voters or his or her designee. (D) "Disclose" or any derivative of that word means to disclose, release, transfer, disseminate, or otherwise provide access to or communicate all or any part of any Personal Information orally, in writing, or by electronic or any other means to any person. (E) "Person" means any natural person, corporation, partnership, limited liability company, firm, or association. (F) "Personal Information" means any and all information, including any data, provided, or to which access is provided, to the Contractor by or upon the authorization of the County, under this Agreement, including but not limited to vital records, that: (i) identifies, describes, or relates to, or is associated with, or is capable of being used to identify, describe, or relate to, or associate with, a person (including, without limitation, names, physical descriptions, signatures, addresses, telephone numbers, e-mail addresses, education, financial matters, employment history, and other unique identifiers, as well as statements made by or attributable to the person); (ii) is used or is capable of being used to authenticate a person (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or personal identification numbers (PINs), financial account numbers, credit report information, answers to security questions, and other personal identifiers); or (iii) is personal information within the meaning of California Civil Code section 1798.3, subdivision (a), or 1798.80, subdivision (e). Personal Information does not include publicly available information that is lawfully made available to the general public from federal, state, or local government records. (G)"Privacy Practices Complaint" means a complaint received by the County relating to the Contractor's (or any Authorized Person's) privacy practices, or alleging a Security Breach. Such complaint shall have sufficient detail to enable the Contractor to promptly investigate and take remedial action under this Exhibit E. (H) "Security Safeguards" means physical, technical, administrative or organizational security procedures and practices put in place by the Contractor (or any Authorized Persons) that relate to the protection of the security, confidentiality, value, or integrity of Personal Information. Security Safeguards shall satisfy the minimal requirements set forth in section 3(C) of this Exhibit E. (1) "Security Breach" means (i) any act or omission that compromises either the security, confidentiality, value, or integrity of any Personal Information or the Security Safeguards, DocuSign Envelope ID:06C354FC 7377-46FE-B5FF-803EB43B7303 ATTACHMENT"A" uranICUS, LLU 04/24/2024 04/24/2024 Exhibit E Data Security or (ii) any unauthorized Use, Disclosure, or modification of, or any loss or destruction of, or any corruption of or damage to, any Personal Information. (J) "Use" or any derivative of that word means to receive, acquire, collect, apply, manipulate, employ, process, transmit, disseminate, access, store, disclose, or dispose of Personal Information. 2. Standard of Care (A) The Contractor acknowledges that, in the course of its engagement by the County under this Agreement, the Contractor, or any Authorized Persons, may Use Personal Information only as permitted in this Agreement. (B) The Contractor acknowledges that Personal Information is deemed to be confidential information of, or owned by, the County (or persons from whom the County receives or has received Personal Information) and is not confidential information of, or owned or by, the Contractor, or any Authorized Persons. The Contractor further acknowledges that all right, title, and interest in or to the Personal Information remains in the County (or persons from whom the County receives or has received Personal Information) regardless of the Contractor's, or any Authorized Person's, Use of that Personal Information. (C)The Contractor agrees and covenants in favor of the Country that the Contractor shall: (i) keep and maintain all Personal Information in strict confidence, using such degree of care under this section 2 as is reasonable and appropriate to avoid a Security Breach; (ii) Use Personal Information exclusively for the purposes for which the Personal Information is made accessible to the Contractor pursuant to the terms of this Exhibit E; (iii) not Use, Disclose, sell, rent, license, or otherwise make available Personal Information for the Contractor's own purposes or for the benefit of anyone other than the County, without the County's express prior written consent, which the County may give or withhold in its sole and absolute discretion; and (iv) not, directly or indirectly, Disclose Personal Information to any person (an "Unauthorized Third Party") other than Authorized Persons pursuant to this Agreement, without the Director's express prior written consent. (D) Notwithstanding the foregoing paragraph, in any case in which the Contractor believes it, or any Authorized Person, is required to disclose Personal Information to government regulatory authorities, or pursuant to a legal proceeding, or otherwise as may be required by applicable law, Contractor shall (i) immediately notify the County of the specific demand for, and legal authority for the disclosure, including providing County with a copy of any notice, discovery demand, subpoena, or order, as applicable, received by the Contractor, or any Authorized Person, from any government regulatory authorities, or in relation to any legal proceeding, and (ii) promptly notify the County before such Personal Information is offered by the Contractor for such disclosure so that the County may have sufficient time to obtain a court order or take any other action the DocuSign Envelope ID:06C354FC 7377-46FE-B5FF-803EB43B7303 ATTACHMENT"A" uranICUS, LLU 04/24/2024 04/24/2024 Exhibit E Data Security County may deem necessary to protect the Personal Information from such disclosure, and the Contractor shall cooperate with the County to minimize the scope of such disclosure of such Personal Information. (E) The Contractor shall remain liable to the County for the actions and omissions of any Unauthorized Third Party concerning its Use of such Personal Information as if they were the Contractor's own actions and omissions. 3. Information Security (A) The Contractor covenants, represents and warrants to the County that the Contractor's Use of Personal Information under this Agreement does and will at all times comply with all applicable federal, state, and local, privacy and data protection laws, as well as all other applicable regulations and directives, including but not limited to California Civil Code, Division 3, Part 4, Title 1.81 (beginning with section 1798.80), and the Song- Beverly Credit Card Act of 1971 (California Civil Code, Division 3, Part 4, Title 1.3, beginning with section 1747). If the Contractor Uses credit, debit or other payment cardholder information, the Contractor shall at all times remain in compliance with the Payment Card Industry Data Security Standard ("PCI DSS") requirements, including remaining aware at all times of changes to the PCI DSS and promptly implementing and maintaining all procedures and practices as may be necessary to remain in compliance with the PCI DSS, in each case, at the Contractor's sole cost and expense. (B) The Contractor covenants, represents and warrants to the County that, as of the effective date of this Agreement, the Contractor has not received notice of any violation of any privacy or data protection laws, as well as any other applicable regulations or directives, and is not the subject of any pending legal action or investigation by, any government regulatory authority regarding same. (C)Without limiting the Contractor's obligations under section 3(A) of this Exhibit E, the Contractor's (or Authorized Person's) Security Safeguards shall be no less rigorous than accepted industry practices and, at a minimum, include the following: (i) limiting Use of Personal Information strictly to the Contractor's and Authorized Persons' technical and administrative personnel who are necessary for the Contractor's, or Authorized Persons', Use of the Personal Information pursuant to this Agreement; (ii) ensuring that all of the Contractor's connectivity to County computing systems will only be through the County's security gateways and firewalls, and only through security procedures approved upon the express prior written consent of the Director; (iii) to the extent that they contain or provide access to Personal Information, (a) securing business facilities, data centers, paper files, servers, back-up systems and computing equipment, operating systems, and software applications, including, but not limited to, all mobile devices and other equipment, operating systems, and software applications with information storage capability; (b) employing adequate controls and data security measures, both internally and externally, to protect (1) the Personal Information from potential loss or DocuSign Envelope ID:06C354FC 7377-46FE-B5FF-803EB43B7303 ATTACHMENT"A" uranICUS, LLU 04/24/2024 04/24/2024 Exhibit E Data Security misappropriation, or unauthorized Use, and (2) the County's operations from disruption and abuse; (c) having and maintaining network, device application, database and platform security; (d) maintaining authentication and access controls within media, computing equipment, operating systems, and software applications; and (e) installing and maintaining in all mobile, wireless, or handheld devices a secure internet connection, having continuously updated anti-virus software protection and a remote wipe feature always enabled, all of which is subject to express prior written consent of the Director; (iv) encrypting all Personal Information at advance encryption standards of Advanced Encryption Standards (AES) of 128 bit or higher (a) stored on any mobile devices, including but not limited to hard disks, portable storage devices, or remote installation, or (b) transmitted over public or wireless networks (the encrypted Personal Information must be subject to password or pass phrase, and be stored on a secure server and transferred by means of a Virtual Private Network (VPN) connection, or another type of secure connection, all of which is subject to express prior written consent of the Director); (v) strictly segregating Personal Information from all other information of the Contractor, including any Authorized Person, or anyone with whom the Contractor or any Authorized Person deals so that Personal Information is not commingled with any other types of information; (vi) having a patch management process including installation of all operating system and software vendor security patches; (vii) maintaining appropriate personnel security and integrity procedures and practices, including, but not limited to, conducting background checks of Authorized Employees consistent with applicable law; and (viii) providing appropriate privacy and information security training to Authorized Employees. (D) During the term of each Authorized Employee's employment by the Contractor, the Contractor shall cause such Authorized Employees to abide strictly by the Contractor's obligations under this Exhibit E. The Contractor shall maintain a disciplinary process to address any unauthorized Use of Personal Information by any Authorized Employees. (E) The Contractor shall, in a secure manner, backup daily, or more frequently if it is the Contractor's practice to do so more frequently, Personal Information received from the County, and the County shall have immediate, real time access, at all times, to such backups via a secure, remote access connection provided by the Contractor, through the Internet. (F) The Contractor shall provide the County with the name and contact information for each Authorized Employee (including such Authorized Employee's work shift, and at least one alternate Authorized Employee for each Authorized Employee during such work shift) who shall serve as the County's primary security contact with the Contractor and shall be available to assist the County twenty-four (24) hours per day, seven (7) days per week DocuSign Envelope ID:06C354FC 7377-46FE-B5FF-803EB43B7303 ATTACHMENT"A" uranICUS, LLU 04/24/2024 04/24/2024 Exhibit E Data Security as a contact in resolving the Contractor's and any Authorized Persons' obligations associated with a Security Breach or a Privacy Practices Complaint. (G)The Contractor shall not knowingly include or authorize any Trojan Horse, back door, time bomb, drop dead device, worm, virus, or other code of any kind that may disable, erase, display any unauthorized message within, or otherwise impair any County computing system, with or without the intent to cause harm. 4. Security Breach Procedures (A) The Contractor shall immediately follow the Contractor's Simple Incident Response Plan, attached as Exhibit F, in conjunction with policies described in the Contractor's Incident Response Policy, Version 2.1, dated October 24, 2023, attached as Exhibit G, in response to any Security Breach. The Contractor shall comply with any updates to its Simple Incident Response Plan and Incident Response Policy, and shall provide the Director with a copy of the updated Simple Incident Response Plan and/or Incident Response Policy within 30 days after their release. (B) The Contractor shall, with respect to a Security Breach, be solely responsible, at its cost, for all notifications required by law and regulation, or deemed reasonably necessary by the County. (C)The Contractor shall reimburse the County for all reasonable costs incurred by the County in responding to, and mitigating damages caused by, any Security Breach, including all costs of the County incurred relation to any litigation or other action described section 4(D) of this Exhibit E. (D)The Contractor agrees to cooperate, at its sole expense, with the County in any litigation or other action to protect the County's rights relating to Personal Information, including the rights of persons from whom the County receives Personal Information. 5. Oversight of Security Compliance (A) The Contractor shall have and maintain a written information security policy that specifies Security Safeguards appropriate to the size and complexity of the Contractor's operations and the nature and scope of its activities. (B) Upon the County's written request, to confirm the Contractor's compliance with this Exhibit E, as well as any applicable laws, regulations and industry standards, the Contractor grants the County or, upon the County's election, a third party on the County's behalf, permission to perform an assessment, audit, examination or review of all controls in the Contractor's physical and technical environment in relation to all Personal Information that is Used by the Contractor pursuant to this Agreement. The Contractor shall fully cooperate with such assessment, audit or examination, as applicable, by providing the County or the third party on the County's behalf, access to all Authorized Employees and other knowledgeable personnel, physical premises, documentation, infrastructure and application software that is Used by the Contractor for Personal Information pursuant to this Agreement. In addition, the Contractor shall provide the County with the results of any audit by or on behalf of the Contractor that DocuSign Envelope ID:06C354FC 7377-46FE-B5FF-803EB43B7303 ATTACHMENT"A" uranICUS, LLU 04/24/2024 04/24/2024 Exhibit E Data Security assesses the effectiveness of the Contractor's information security program as relevant to the security and confidentiality of Personal Information Used by the Contractor or Authorized Persons during the course of this Agreement under this Exhibit E. (C)The Contractor shall ensure that all Authorized Persons who Use Personal Information agree to the same restrictions and conditions in this Exhibit E. that apply to the Contractor with respect to such Personal Information by incorporating the relevant provisions of these provisions into a valid and binding written agreement between the Contractor and such Authorized Persons, or amending any written agreements to provide same. 6. Return or Destruction of Personal Information. Upon the termination of this Agreement, the Contractor shall, and shall instruct all Authorized Persons to, promptly return to the County all Personal Information, whether in written, electronic or other form or media, in its possession or the possession of such Authorized Persons, in a machine readable form used by the County at the time of such return, or upon the express prior written consent of the Director, securely destroy all such Personal Information, and certify in writing to the County that such Personal Information have been returned to the County or disposed of securely, as applicable. If the Contractor is authorized to dispose of any such Personal Information, as provided in this Exhibit E, such certification shall state the date, time, and manner (including standard) of disposal and by whom, specifying the title of the individual. The Contractor shall comply with all reasonable directions provided by the Director with respect to the return or disposal of Personal Information and copies of Personal Information. If return or disposal of such Personal Information or copies of Personal Information is not feasible, the Contractor shall notify the County according, specifying the reason, and continue to extend the protections of this Exhibit E to all such Personal Information and copies of Personal Information. The Contractor shall not retain any copy of any Personal Information after returning or disposing of Personal Information as required by this section 6. The Contractor's obligations under this section 6 survive the termination of this Agreement and apply to all Personal Information that the Contractor retains if return or disposal is not feasible and to all Personal Information that the Contractor may later discover. 7. Equitable Relief. The Contractor acknowledges that any breach of its covenants or obligations set forth in this Exhibit E may cause the County irreparable harm for which monetary damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, the County is entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other remedy to which the County may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available to the County at law or in equity or under this Agreement. 8. Indemnity. The Contractor shall defend, indemnify and hold harmless the County, its officers, employees, and agents, (each, a "County Indemnitee") from and against any and all infringement of intellectual property including, but not limited to infringement of copyright, trademark, and trade dress, invasion of privacy, information theft, and extortion, unauthorized Use, Disclosure, or modification of, or any loss or destruction of, or any corruption of or damage to, Personal Information, Security Breach response and remedy costs, credit monitoring expenses, forfeitures, losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, fines and penalties (including regulatory fines and penalties), costs or expenses of DocuSign Envelope ID:06C354FC 7377-46FE-B5FF-803EB43B7303 ATTACHMENT"A" uranICUS, LLU 04/24/2024 04/24/2024 Exhibit E Data Security whatever kind, including attorneys' fees and costs, the cost of enforcing any right to indemnification or defense under this Exhibit E and the cost of pursuing any insurance providers, arising out of or resulting from any third party claim or action against any County Indemnitee in relation to the Contractor's, its officers, employees, or agents, or any Authorized Employee's or Authorized Person's, performance or failure to perform under this Exhibit E or arising out of or resulting from the Contractor's failure to comply with any of its obligations under this section 8. The provisions of this section 8 do not apply to the acts or omissions of the County. The provisions of this section 8 are cumulative to any other obligation of the Contractor to, defend, indemnify, or hold harmless any County Indemnitee under this Agreement. The provisions of this section 8 shall survive the termination of this Agreement. 9. Survival. The respective rights and obligations of the Contractor and the County as stated in this Exhibit E shall survive the termination of this Agreement. 10. No Third Party Beneficiary. Nothing express or implied in the provisions of in this Exhibit E is intended to confer, nor shall anything in this Exhibit E confer, upon any person other than the County or the Contractor and their respective successors or assignees, any rights, remedies, obligations or liabilities whatsoever. 11. No County Warranty. The County does not make any warranty or representation whether any Personal Information in the Contractor's (or any Authorized Person's) possession or control, or Use by the Contractor (or any Authorized Person), pursuant to the terms of this Agreement is or will be secure from unauthorized Use, or a Security Breach or Privacy Practices Complaint. DocuSign Envelope ID:06C354FC-7377-46FE-B5FF-803EB43B7303 ATTACHMENT"A" uranICUS, LLU 04/24/2024 04/24/2024 CALIFORNIA PUBLIC RECORDS ACT Public Records Act Requests. Any written or oral request that the County receives under the California Public Records Act, Government Code section 7920.000 et seq., or that the County reasonably determines is a request under the California Public Records Act, to publicly disclose materials of information provided under this Agreement that are considered by the Contractor to be confidential, proprietary, and/or trade secrets and which the Contractor believes to be exempt from disclosure, will be handled by the County as follows: (1) The County will promptly notify the Contractor of the request. The Contractor shall promptly, but in no event more than five (5) business days' from the date that the County notifies the Contractor of the request, respond to the County in writing by stating whether the Contractor objects to the release of the records to the member of the public. If the Contractor objects to the release, such notice of the Contractor shall give the County the specific reason(s) why the Contractor believes the records should not be released, citing to the specific facts and legal authority supporting its position. The Contractor's assertion of any exemption from disclosure is not binding on the County. If the Contractor fails to timely object to the release of the records to the member of the public, the Contractor shall be deemed to have waived any and all rights, if any, to claim that the records are confidential or exempt from disclosure to members of the public. (2) If the County, after considering such reason(s) given by the Contractor, chooses to release or not release the records, the County may, in its sole discretion, release or not release such records. (3) If the County chooses not to release such records, the Contractor shall, in addition to other indemnification and defense provisions as provided under the heading entitled "Liability" hereof, indemnify, save, and hold harmless the County, its officers, agents, and employees from any and all claims for damage or other liability, including costs, expenses (including attorney's fees and costs), causes of action, claims or judgments resulting out of or in any way connected with the County's failure or refusal to release such records to such member of the public. In addition, if the member of the public requesting the records pursues legal action against the County in order to obtain access DocuSign Envelope ID:06C354FC 7377-46FE-B5FF-803EB43B7303 ATTACHMENT"A" uranICUS, LLU 04/24/2024 04/24/2024 CALIFORNIA PUBLIC RECORDS ACT to the records, the Contractor shall, at its own expense, appear through legal counsel in such court action by joining in the defense of the County.