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Home My WebLink AboutP-24-214 Levi Ray and Shoup.pdf DocuSign Envelope ID: 3B2D09DD-BB15-48EF-BCC4-9A900670D36D P-24-214 County of Fresno LEVI, RAY & SHOUP, INC. Software License Schedule-Term Version X2.1 CA0329 This License Schedule("License Schedule")is entered into on May 10,2024 between Levi,Ray& Shoup, Inc., an Illinois Corporation ("Licensor" or "Contractor") and the County of Fresno ("Licensee," or "County,"), who may be referred to as"Parties"or individually,as a"Party",and is an Agreement to license the Software listed below pursuant to the terms of this License Schedule and the General Terms and Conditions for Term License Agreement Version X2.0,which are referenced in Section 10 below and incorporated by this reference. As of the beginning of the Term, this License Schedule supersedes and terminates the Software License Schedule—Term executed on January 4, 2019("2019 Schedule"). ,and all software licensed under the 2019 Schedule shall be governed by this License Schedule. 1. Software. The following Software products are licensed pursuant to this Agreement subject to the license restrictions set forth in Section 2 below: VPSX Enterprise®and PageCenterX® 2. License Restrictions.Unless specified otherwise herein,the Software may be installed on an unlimited number of Designated Servers provided Licensor is notified of the host name and operating system of each Designated Server upon which the Software is installed, and the Designated Servers are located at a single Installation Location.The Software will be delivered with a license key that will restrict usage to Designated Servers for the Term and enforce other license restrictions set forth herein. Subject to the license restrictions below,if Licensee opts to run the Software on a different Designated Server or on a different operating system, upon Licensee's request which shall include the requisite information to generate a license key,Licensor will provide Licensee with a new license key that enables the Software to operate on the newly designated server and/or operating system at no charge. Upon written request, Licensor shall provide Licensee with a license key to allow Licensee to operate the Software on failover and/or disaster recovery server(s) provided that the license key does not exceed the aggregate number of Definitions and/or users licensed below and that Licensee shall not use the failover/disaster recovery server concurrently in production with the Designated Server(s). 2.1 Software Licensed by Definitions Software Operating System Definitions �___VPSX Enterprise Windows Twenty-five 25 "Definitions" as used above means the maximum number of definitions of a device as an output destination in the Software. 2.2 Software licensed by Users Software Operating System Users Licensed Pa eCenterX Windows Fifty 50 The number above is the maximum number of individuals that may use the Software at any one time. Licensed users authorized by Licensee may be third parties provided such licensed users shall only have access to the PageCenterX Software via a web browser and shall have no access to the object code or Documentation. 3. Term: Five(5)years,beginning on February 1,2024 and ending on January 31,2029,inclusive of both dates. 4. Installation Location: 1020 S. 1 Oth St.Fresno,CA 93702.Licensee may change the Installation Location within the country where the Software was originally licensed by providing Licensor with thirty(30)days prior written notice. The Installation Location may not be changed to a country other than the country where the Software was originally licensed without the prior written consent of the Licensor,which consent shall not be unreasonably withheld. Billing address(if different): DocuSign Envelope ID: 3B2D09DD-BB15-48EF-BCC4-9A900670D36D P-24-214 County of Fresno 5. License Fee, Payment, and Compensation: The License Fees payable under this License Schedule shall be paid in the amounts and on the dates set forth in the table below. Licensee shall not be entitled to a refund or a reduction in license fees due should the usage of the Software be reduced during the Term. The license fees due under this License Schedule shall be due and payable within forty-five(45)days of receipt of an invoice for the same. Time Period Covered License Fee Payment Due Date February 1,2024-January31,2025 $28,128.00 Aril 1,2024 February 1,2025-January 31,2026 $28,972.00 February 1,2025 February 1,2026-January 31,2027 $29,841.00 February 1,2026 February 1,2027-January 31,2028 $30,736.00 February 1,2027 February 1,2028-January 31,2029 $31,658.00 February 1,2028 During the Term, Licensee may increase the license restriction limits set forth above by entering into a supplement to this License Schedule and by paying the additional license fees based on Licensor's then current price list for the Software. Upon receipt of the executed supplement, Licensor shall invoice Licensee for the additional license fees on a pro rata basis for the remainder of any prepaid annual period. Thereafter, for the remainder of the Term, the annual license fee shall be increased to include such additional license fees. Upon receipt of payment for such additional license fees,Licensor shall provide Licensee with the necessary key(s)to allow the Software to be used to support the new license restrictions. The total maximum compensation payable to Contractor during the five-year term of this Agreement is$179,202. This includes$149,335 for licensing and$29,867 for additional services. 6. Non-Appropriation Termination. The continuation of this License Schedule is contingent upon the appropriation by the appropriating governmental agency("Governing Agency")of Licensee. If sufficient funds as determined by the Governing Agency are not appropriated to Licensee in order to provide for continuation of this License Schedule,the License Schedule shall terminate on the first date in any fiscal year which sufficient funds are no longer available.Licensee will give thirty(30)days or as much notice as possible of an appropriation problem.Licensee agrees that Licensee will use its best efforts to obtain approval of necessary funds to continue the License Schedule by taking the appropriate action to request adequate funds to continue the License Schedule in force. 7. The Parties agree to abide by the Health Insurance Portability and Accountability Act("HIPAA")and HITECH Act as set forth in the attached Exhibit A,attached hereto and made a part hereof. 8. The Parties shall comply with all the insurance requirements in Exhibit B to this License Schedule. 9. Data Security.Licensor shall be responsible for the privacy and security safeguards,as identified in Exhibit C, entitled "Data Security." To the extent required to carry out the assessment and authorization process and continuous monitoring,to safeguard against threats and hazards to the security,integrity, and confidentiality of any Licensee data collected and stored by the Licensor. Licensor shall afford the Licensee access as necessary at Licensor's reasonable discretion,to the Licensor's facilities,installations,and technical capabilities.If new or unanticipated threats or hazards are discovered by either the Licensee or the Licensor,or if existing safeguards have ceased to function,the discoverer shall immediately bring the situation to the attention of the other Party. 10. General Terms: The"General Terms"are defined as the Terms and Conditions that were previously attached as Exhibit B to the 2019 License Schedule and are now attached as Exhibit D to this License Schedule, and amended as set forth below: a. Section 2.2 Pricing and Payment Terms.shall be amended as follows: The language"interest at the rate of 1.5%"shall be replaced with"interest at the rate of 1%." b. Section 5.1 Protection of Software Licensee's Confidential Information.has been deleted and replaced with the following: 5.1 Acknowledgment of Trade Secrets. The Agreement does not transfer any ownership or title in the Software or the Documentation to Licensee and all ownership rights will remain in Licensor or its suppliers. Licensee acknowledges Licensor's representation that the Software and its Documentation contain valuable trade secrets and are protected by United States and international copyright laws and CA0329 Page 2 of 26 DocuSign Envelope ID: 3B2D09DD-BB15-48EF-BCC4-9A900670D36D P-24-214 County of Fresno treaties. Licensee may not disclose or make available to third parties the Software, its Documentation or any portion thereof without Licensor's prior written approval, except as specifically allowed under Section 4.0, or unless as required to comply with applicable law. Licensor has the exclusive right to modify and enhance the Software and its Documentation,and the Licensee agrees that it will make no effort to reverse engineer,reverse assemble,decompile or otherwise attempt to derive source code from the Software except as expressly authorized by applicable law for purposes of achieving interoperability. Licensee shall not make any attempt to circumvent the technological measure(s)that controls access to,or use of,the Software. 5.5 Injunctive Relief-language shall be deleted in its entirety. c. Section 11.0 Exclusions.Add the following language to the end of this Section: 11.0",and has failed to remedy the breach pursuant to Section 14.1 hereof." d. Section 12.1 LIMITATION OF LIABILITY AND CONSEQUENTIAL DAMAGES/INDEPENDENT CLAUSES.shall be amended as follows: Delete the word"SPECIAL"In the second sentence. e. Section 14.1 Termination.shall be amended as follows: Add the following language to the beginning of the first sentence: "Subject to Paragraph 3 of the 2019 Schedule" f. Section 14.2-Force Majeure.shall be amended as follows: Delete the following words from the definition of Force Majeure: "wrecks or delays in transportation" g. Section 15.15 shall be deleted in its entirety and replaced with the language in Exhibit B of this License Schedule. 11. Acceptance of Reproductions as Originals. The parties agree that any reproduction of this Agreement made by reliable means (e.g.,photocopy, facsimile, scanned image)may be delivered, fully or partially executed, to the other party electronically (e.g., facsimile or electronic mail). Any such reliable reproduction of this Agreement shall be considered an original in all respects and any authorized signature thereon shall be deemed genuine irrespective of whether the signature is an original or a reproduction made by reliable means. 12. Authorization.Each undersigned hereby represents and warrants that he or she has been duly authorized by his or her respective Company to enter into and execute the Agreement. ACCEPTED BY LICENSOR: ACCEPTED BY LICENSEE: Levi,Ray&Shoup,Inc. The County of Fresno DocuSigned by: Digitally signed by Manuel M. Manuel M. Vilanova Vilanova Date:2024.05.10 16:02:29-07'00' Signature Signature Greg Matthews Manuel Vilanova Print Name Print Name Chief Operating Officer Deputy Director,Internal Services Title Title April 22,2024 1 11:14:11 AM CDT 5/10/24 Date Date For accounting use only: Org No.: Account No.: Fund No.: Subclass No.: CA0329 Page 3 of 26 DocuSign Envelope ID: 3B2D09DD-BB15-48EF-BCC4-9A900670D36D P-24-214 County of Fresno Exhibit A Health Insurance Portability and Accountability Act(HIPAA) 1. The County is a"Covered Entity,"and the Contractor is a"Business Associate,"as these terms are defined by 45 CFR 160.103. In connection with providing services under the Agreement, the parties anticipate that the Contractor will create and/or receive Protected Health Information("PHI")from or on behalf of the County. The parties enter into this Business Associate Agreement(BAA)to comply with the Business Associate requirements of HIPAA, to govern the use and disclosures of PHI under this Agreement. "HIPAA Rules"shall mean the Privacy, Security,Breach Notification,and Enforcement Rules at 45 CFR Parts 160 and 164. The parties to this Agreement shall be in strict conformance with all applicable federal and State of California laws and regulations,including,but not limited to California Welfare and Institutions Code sections 5328, 10850,and 14100.2 et seq.;42 CFR 2;42 CFR 431; California Civil Code section 56 et seq.;the Health Insurance Portability and Accountability Act of 1996, as amended("HIPAA"), including,but not limited to, 45 CFR Parts 160,45 CFR 162,and 45 CFR 164;the Health Information Technology for Economic and Clinical Health Act ("HITECH") regarding the confidentiality and security of patient information, including, but not limited to 42 USC 17901 et seq.; and the Genetic Information Nondiscrimination Act ("GINA") of 2008 regarding the confidentiality of genetic information. Except as otherwise provided in this Agreement, the Contractor, as a business associate of the County, may use or disclose Protected Health Information("PHI") to perform functions, activities or services for or on behalf of the County, as specified in this Agreement, provided that such use or disclosure shall not violate HIPAA Rules. The uses and disclosures of PHI may not be more expansive than those applicable to the County, as the "Covered Entity" under the HIPAA Rules, except as authorized for management, administrative or legal responsibilities of the Contractor. 2. The Contractor, including its subcontractors and employees, shall protect from unauthorized access, use, or disclosure of names and other identifying information, including genetic information, concerning persons receiving services pursuant to this Agreement, except where permitted in order to carry out data aggregation purposes for health care operations [45 CFR §§ 164.504(e)(2)(i), 164.504(e)(2)(ii)(A), and 164.504(e)(4)(i)]. This pertains to any and all persons receiving services pursuant to a County-funded program. This requirement applies to electronic PHI. The Contractor shall not use such identifying information or genetic information for any purpose other than carrying out the Contractor's obligations under this Agreement. 3. The Contractor, including its subcontractors and employees, shall not disclose any such identifying information or genetic information to any person or entity, except as otherwise specifically permitted by this Agreement, authorized by Subpart E of 45 CFR Part 164 or other law, required by the Secretary of the United States Department of Health and Human Services ("Secretary"), or authorized by the client/patient in writing. In using or disclosing PHI that is permitted by this Agreement or authorized by law, the Contractor shall make reasonable efforts to limit PHI to the minimum necessary to accomplish intended purpose of use,disclosure or request. 4. For purposes of the above sections, identifying information shall include, but not be limited to, name, identifying number, symbol, or other identifying particular assigned to the individual, such as fingerprint or voiceprint, or photograph. 5. For purposes of the above sections, genetic information shall include genetic tests of family members of an individual or individual(s), manifestation of disease or disorder of family members of an individual, or any request for or receipt of genetic services by individual or family members. Family member means a dependent or any person who is first, second,third,or fourth degree relative. CA0329 Page 4 of 26 DocuSign Envelope ID: 3B2D09DD-BB15-48EF-BCC4-9A900670D36D P-24-214 County of Fresno 6. The Contractor shall provide access,at the request of the County,and in the time and manner designated by the County,to PHI in a designated record set(as defined in 45 CFR§ 164.501),to an individual or to COUNTY in order to meet the requirements of 45 CFR§ 164.524 regarding access by individuals to their PHI. With respect to individual requests,access shall be provided within thirty(30)days from request. Access may be extended if the Contractor cannot provide access and provides the individual with the reasons for the delay and the date when access may be granted. PHI shall be provided in the form and format requested by the individual or the County. The Contractor shall make any amendment(s)to PHI in a designated record set at the request of the County or individual,and in the time and manner designated by the County in accordance with 45 CFR § 164.526. The Contractor shall provide to the County or to an individual,in a time and manner designated by the County, information collected in accordance with 45 CFR § 164.528, to permit the County to respond to a request by the individual for an accounting of disclosures of PHI in accordance with 45 CFR§ 164.528. 7. The Contractor shall report to the County,in writing,any knowledge or reasonable belief that there has been unauthorized access,viewing,use,disclosure,security incident,or breach of unsecured PHI not permitted by this Agreement of which the Contractor becomes aware, immediately and without reasonable delay and in no case later than two(2)business days of discovery. Immediate notification shall be made to the County's Information Security Officer and Privacy Officer and the County's Department of Public Health ("DPH")HIPAA Representative,within two(2)business days of discovery. The notification shall include,to the extent possible, the identification of each individual whose unsecured PHI has been, or is reasonably believed to have been, accessed, acquired, used, disclosed, or breached. The Contractor shall take prompt corrective action to cure any deficiencies and any action pertaining to such unauthorized disclosure required by applicable federal and State laws and regulations. The Contractor shall investigate such breach and is responsible for all notifications required by law and regulation or deemed necessary by the County and shall provide a written report of the investigation and reporting required to the County's Information Security Officer and Privacy Officer and the County's DPH HIPAA Representative. This written investigation and description of any reporting necessary shall be postmarked within the thirty(30)working days of the discovery of the breach to the addresses below: County of Fresno County of Fresno County of Fresno Department of Public Health Department of Public Health Department of Internal Services HIPAA Representative Privacy Officer Information Security Officer (559) 600-6439 (559)600-6405 (559) 600-5800 P.O. Box 11867 P.O. Box 11867 2048 North Fine Street Fresno, California 93775 Fresno, California 93775 Fresno, California 93727 8. The Contractor shall make its internal practices, books, and records relating to the use and disclosure of PHI received from the County, or created or received by the Contractor on behalf of the County, in compliance with Parts the HIPAA Rules. The Contractor shall make its internal practices, books, and records relating to the use and disclosure of PHI received from the County, or created or received by the Contractor on behalf of the County,available to the Secretary upon demand. The Contractor shall cooperate with the compliance and investigation reviews conducted by the Secretary. PHI access to the Secretary must be provided during the Contractor's normal business hours; however, upon exigent circumstances access at any time must be granted. Upon the Secretary's compliance or investigation review, if PHI is unavailable to the Contractor and in possession of a subcontractor of the Contractor, the Contractor must certify to the Secretary its efforts to obtain the information from the subcontractor. CA0329 Page 5 of 26 DocuSign Envelope ID: 3B2D09DD-BB15-48EF-BCC4-9A900670D36D P-24-214 County of Fresno 9. Safeguards The Contractor shall implement administrative,physical, and technical safeguards as required by the HIPAA Security Rule, Subpart C of 45 CFR Part 164, that reasonably and appropriately protect the confidentiality, integrity, and availability of PHI, including electronic PHI,that it creates,receives,maintains or transmits on behalf of the County and to prevent unauthorized access,viewing,use,disclosure,or breach of PHI other than as provided for by this Agreement. The Contractor shall conduct an accurate and thorough assessment of the potential risks and vulnerabilities to the confidentiality, integrity and availability of electronic PHI. The Contractor shall develop and maintain a written information privacy and security program that includes administrative, technical and physical safeguards appropriate to the size and complexity of the Contractor's operations and the nature and scope of its activities. Upon the County's request, the Contractor shall provide the County with information concerning such safeguards. The Contractor shall implement strong access controls and other security safeguards and precautions in order to restrict logical and physical access to confidential,personal(e.g.,PHI)or sensitive data to authorized users only. Said safeguards and precautions shall include the following administrative and technical password controls for all systems used to process or store confidential,personal, or sensitive data: A. Passwords must not be: (1) Shared or written down where they are accessible or recognizable by anyone else; such as taped to computer screens, stored under keyboards, or visible in a work area; (2) A dictionary word; or (3) Stored in clear text B. Passwords must be: (1) Eight(8) characters or more in length; (2) Changed every ninety(90)days; (3) Changed immediately if revealed or compromised; and (4) Composed of characters from at least three (3) of the following four (4) groups from the standard keyboard: a) Upper case letters(A-Z); b) Lowercase letters(a-z); c) Arabic numerals(0 through 9); and d) Non-alphanumeric characters (punctuation symbols). The Contractor shall implement the following security controls on each workstation or portable computing device(e.g., laptop computer) containing confidential,personal,or sensitive data: 1. Network-based firewall and/or personal firewall; 2. Continuously updated anti-virus software; and 3. Patch management process including installation of all operating system/software vendor security patches. The Contractor shall utilize a commercial encryption solution that has received FIPS 140-2 validation to encrypt all confidential,personal, or sensitive data stored on portable electronic media(including, but not limited to,compact disks and thumb drives) and on portable computing devices(including,but not limited to, laptop and notebook computers). The Contractor shall not transmit confidential,personal, or sensitive data via e-mail or other internet transport protocol unless the data is encrypted by a solution that has been validated by the National Institute of Standards and Technology (MIST) as conforming to the Advanced Encryption Standard (AES) Algorithm. The Contractor must apply appropriate sanctions against its employees who fail to comply with these safeguards. The Contractor must adopt procedures for terminating access to PHI when employment of employee ends. CA0329 Page 6 of 26 DocuSign Envelope ID: 3B2D09DD-BB15-48EF-BCC4-9A900670D36D P-24-214 County of Fresno 10. Mitigation of Harmful Effects The Contractor shall mitigate,to the extent practicable, any harmful effect that is suspected or known to the Contractor of an unauthorized access,viewing,use,disclosure,or breach of PHI by the Contractor or its subcontractors in violation of the requirements of these provisions. The Contractor must document suspected or known harmful effects and the outcome. it. The Contractor's Subcontractors The Contractor shall ensure that any of its contractors,including subcontractors,if applicable,to whom the Contractor provides PHI received from or created or received by the Contractor on behalf of the County, agree to the same restrictions, safeguards,and conditions that apply to the Contractor with respect to such PHI and to incorporate, when applicable, the relevant provisions of these provisions into each subcontract or sub- award to such agents or subcontractors. Nothing in this section 11 or this Exhibit A authorizes the Contractor to perform services under this Agreement using subcontractors. 12. Employee Training and Discipline The Contractor shall train and use reasonable measures to ensure compliance with the requirements of these provisions by employees who assist in the performance of functions or activities on behalf of the County under this Agreement and use or disclose PHI, and discipline such employees who intentionally violate any provisions of these provisions,which may include termination of employment. 13. Termination for Cause Upon the County's knowledge of a material breach of these provisions by the Contractor,the County will either: A. Provide an opportunity for the Contractor to cure the breach or end the violation,and the County may terminate this Agreement if the Contractor does not cure the breach or end the violation within the time specified by the County; or B. Immediately terminate this Agreement if the Contractor has breached a material term of this Exhibit A and cure is not possible, as determined by the County. C. If neither cure nor termination is feasible,the County's Privacy Officer will report the violation to the Secretary of the U.S. Department of Health and Human Services. 14. Judicial or Administrative Proceedings The County may terminate this Agreement if: (1) the Contractor is found guilty in a criminal proceeding for a violation of the HIPAA Privacy or Security Laws or the HITECH Act;or(2)there is a finding or stipulation in an administrative or civil proceeding in which the Contractor is a party that the Contractor has violated a privacy or security standard or requirement of the HITECH Act,HIPAA or other security or privacy laws. 15. Effect of Termination Upon termination or expiration of this Agreement for any reason,the Contractor shall return or destroy all PHI received from the County(or created or received by the Contractor on behalf of the County) that the Contractor still maintains in any form, and shall retain no copies of such PHI. If return or destruction of PHI is not feasible,the Contractor shall continue to extend the protections of these provisions to such information, and limit further use of such PHI to those purposes that make the return or destruction of such PHI infeasible. This provision applies to PHI that is in the possession of subcontractors or agents, if applicable, of the Contractor. If the Contractor destroys the PHI data, a certification of date and time of destruction shall be provided to the County by the Contractor. CA0329 Page 7 of 26 DocuSign Envelope ID: 3B2D09DD-BB15-48EF-BCC4-9A900670D36D P-24-214 County of Fresno 16. Compliance with Other Laws To the extent that other state and/or federal laws provide additional, stricter and/or more protective privacy and/or security protections to PHI or other confidential information covered under this BAA, the Contractor agrees to comply with the more protective of the privacy and security standards set forth in the applicable state or federal laws to the extent such standards provide a greater degree of protection and security than HIPAA Rules or are otherwise more favorable to the individual. 17. Disclaimer The County makes no warranty or representation that compliance by the Contractor with these provisions, the HITECH Act, or the HIPAA Rules, will be adequate or satisfactory for the Contractor's own purposes or that any information in the Contractor's possession or control, or transmitted or received by the Contractor, is or will be secure from unauthorized access,viewing,use,disclosure,or breach. The Contractor is solely responsible for all decisions made by the Contractor regarding the safeguarding of PHI. 18. Amendment The parties acknowledge that Federal and State laws relating to electronic data security and privacy are rapidly evolving and that amendment of this Exhibit A may be required to provide for procedures to ensure compliance with such developments. The parties specifically agree to take such action as is necessary to amend this agreement in order to implement the standards and requirements of the HIPAA Rules, the HITECH Act and other applicable laws relating to the security or privacy of PHI. The County may terminate this Agreement upon thirty(30)days written notice in the event that the Contractor does not enter into an amendment providing assurances regarding the safeguarding of PHI that the County in its sole discretion, deems sufficient to satisfy the standards and requirements of the HIPAA Rules, and the HITECH Act. 19. No Third-Party Beneficiaries Nothing expressed or implied in the provisions of this Exhibit A is intended to confer, and nothing in this Exhibit A does confer, upon any person other than the County or the Contractor and their respective successors or assignees, any rights,remedies, obligations or liabilities whatsoever. 20. Interpretation The provisions of this Exhibit A shall be interpreted as broadly as necessary to implement and comply with the HIPAA Rules, and applicable State laws. The parties agree that any ambiguity in the terms and conditions of these provisions shall be resolved in favor of a meaning that complies and is consistent with the HIPAA Rules. 21. Regulatory References A reference in the terms and conditions of these provisions to a section in the HIPAA Rules means the section as in effect or as amended. 22. Survival The respective rights and obligations of the Contractor as stated in this Exhibit A survive the termination or expiration of this Agreement. 23. No Waiver of Obligation Change,waiver or discharge by the County of any liability or obligation of the Contractor under this Exhibit A on any one or more occasions is not a waiver of performance of any continuing or other obligation of the Contractor and does not prohibit enforcement by the County of any obligation on any other occasion. CA0329 Page 8 of 26 DocuSign Envelope ID: 3B2D09DD-BB15-48EF-BCC4-9A900670D36D P-24-214 County of Fresno Exhibit B Insurance Requirements 1. Required Policies Without limiting the County's right to obtain indemnification from the Contractor or any third parties, Contractor, at its sole expense, shall maintain in full force and effect the following insurance policies throughout the term of this Agreement. (A) Commercial General Liability.Commercial general liability insurance with limits of not less than Two Million Dollars($2,000,000)per occurrence and an annual aggregate of Four Million Dollars ($4,000,000). 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. An excess liability policy or umbrella liability policy may be used to meet the minimum liability requirements. (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) Workers Compensation.Workers compensation insurance as required by the laws of the State of California with statutory limits. (D)Employer's Liability. Employer's liability insurance with limits of not less than One Million Dollars($1,000,000)per occurrence for bodily injury and for disease. (E) Technology Professional Liability (Errors and Omissions). Technology professional liability (errors and omissions)insurance with limits of not less than Two Million Dollars($2,000,000)per occurrence and in the aggregate. Coverage must encompass all of the Contractor's obligations under this Agreement, including but not limited to claims involving Cyber Risks. (F) Cyber Liability. Cyber liability insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence. Coverage must include claims involving Cyber Risks. The cyber liability policy must be endorsed to cover the full replacement value of damage to, alteration of, loss of, or destruction of intangible property(including but not limited to information or data)that is in the care,custody,or control of the Contractor. Definition of Cyber Risks."Cyber Risks"include but are not limited to(i)Security Breach,which may include Disclosure of Personal Information to an Unauthorized Third Party; (ii) data breach; (iii)breach of any of the Contractor's obligations under Article 11 of this Agreement; (iv) system failure;(v)data recovery;(vi)failure to timely disclose data breach or Security Breach;(vii)failure to comply with privacy policy; (viii) payment card liabilities and costs; (ix) infringement of intellectual property, including but not limited to infringement of copyright, trademark, and trade dress; (x)invasion of privacy,including release of private information; (xi)information theft; (xii) damage to or destruction or alteration of electronic information; (xiii) cyber extortion; (xiv) extortion related to the Contractor's obligations under this Agreement regarding electronic DocuSign Envelope ID: 3B2D09DD-BB15-48EF-BCC4-9A900670D36D P-24-214 County of Fresno information,including Personal Information;(xv)fraudulent instruction;(xvi)funds transfer fraud; (xvii)telephone fraud;(xviii)network security;(xix)data breach response costs,including Security Breach response costs; (xx) regulatory fines and penalties related to the Contractor's obligations under this Agreement regarding electronic information, including Personal Information; and(xxi) credit monitoring expenses. 2. Additional Requirements (A)Verification of Coverage. Within 30 days after the Contractor signs this Agreement, and at any time during the term of this Agreement as requested by the County's Risk Manager or the County Administrative Office,the Contractor shall deliver,or cause its broker or producer to deliver,to the County Risk Manager, at 2220 Tulare Street, 16th Floor, Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov,and by mail or email to the person identified to receive notices under this Agreement, certificates of insurance and endorsements for all of the coverages required under this Agreement. (i) Each insurance certificate must state that: (1)the insurance coverage has been obtained and is in full force; (2) the County, its officers, agents, employees, and volunteers are not responsible for any premiums on the policy; and(3)the Contractor has waived its right to recover from the County, its officers, agents,employees,and volunteers any amounts paid under any insurance policy required by this Agreement and that waiver does not invalidate the insurance policy. (ii) The commercial general liability insurance certificate must also state, and include an endorsement, that the County of Fresno, its officers, agents, employees, and volunteers, individually and collectively, are additional insureds insofar as the operations under this Agreement are concerned.The commercial general liability insurance certificate must also state that the coverage shall apply as primary insurance and any other insurance, or self- insurance, maintained by the County shall be excess only and not contributing with insurance provided under the Contractor's policy. (iii) The automobile liability insurance certificate must state that the policy covers any auto used in connection with this Agreement. (iv) The technology professional liability insurance certificate must also state that coverage encompasses all of the Contractor's obligations under this Agreement, including but not limited to claims involving Cyber Risks,as that term is defined in this Agreement. (v) The cyber liability insurance certificate must also state that it is endorsed, and include an endorsement, to cover the full replacement value of damage to, alteration of, loss of, or destruction of intangible property(including but not limited to information or data)that is in the care, custody,or control of the Contractor. (B) Acceptability of Insurers. All insurance policies required under this Agreement must be issued by admitted insurers licensed to do business in the State of California and possessing at all times during the term of this Agreement an A.M. Best, Inc.rating of no less than A: VII. (C) Notice of Cancellation or Change.For each insurance policy required under this Agreement,the Contractor shall provide to the County, or ensure that the policy requires the insurer to provide to the County,written notice of any cancellation or change in the policy as required in this paragraph. DocuSign Envelope ID: 3B2D09DD-BB15-48EF-BCC4-9A900670D36D P-24-214 County of Fresno For cancellation of the policy for nonpayment of premium,the Contractor shall, or shall cause the insurer to, provide written notice to the County not less than 10 days in advance of cancellation. For cancellation of the policy for any other reason, and for any other change to the policy, the Contractor shall,or shall cause the insurer to,provide written notice to the County not less than 30 days in advance of cancellation or change.The County in its sole discretion may determine that the failure of the Contractor or its insurer to timely provide a written notice required by this paragraph is a breach of this Agreement. (D)County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance with broader coverage, higher limits, or both, than what is required under this Agreement, then the County requires and is entitled to the broader coverage, higher limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer to deliver, to the County's Risk Manager certificates of insurance and endorsements for all of the coverages that have such broader coverage, higher limits, or both, as required under this Agreement. (E) Waiver of Subrogation.The Contractor waives any right to recover from the County, its officers, agents, employees, and volunteers any amounts paid under the policy of worker's compensation insurance required by this Agreement. The Contractor is solely responsible to obtain any policy endorsement that may be necessary to accomplish that waiver, but the Contractor's waiver of subrogation under this paragraph is effective whether or not the Contractor obtains such an endorsement. (F) County's Remedy for Contractor's Failure to Maintain.If the Contractor fails to keep in effect at all times any insurance coverage required under this Agreement,the County may, in addition to any other remedies it may have, suspend or terminate this Agreement upon the occurrence of that failure,or purchase such insurance coverage,and charge the cost of that coverage to the Contractor. The County may offset such charges against any amounts owed by the County to the Contractor under this Agreement. (G) Subcontractors. The Contractor shall require and verify that all subcontractors used by the Contractor to provide services under this Agreement maintain insurance meeting all insurance requirements provided in this Agreement. This paragraph does not authorize the Contractor to provide services under this Agreement using subcontractors DocuSign Envelope ID:3B2D09DD-BB15-48EF-BCC4-9A900670D36D P-24-214 County of Fresno Exhibit C Data Security A.Definitions. Capitalized terms used in this Exhibit C have the meanings set forth in this section A. "Authorized Employees"means the Contractor's employees who have access to Personal Information. "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 C. "Director"means the County's Director of Internal Services-Chief Information Officer or his or her designee. "Disclose"or any derivative of that word means to disclose,release,transfer, disseminate,or otherwise provide access to or communicate all or any part of any Personal Information orally,in writing,or by electronic or any other means to any person. "Person"means any natural person,corporation,partnership,limited liability company,firm,or association. "Personal Information" means any and all information, including any data provided, or to which access is provided,to the Contractor by or upon the authorization of the County,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 ofbeing used to authenticate a person(including, without limitation, employee identification numbers, government-issued identification numbers,passwords or personal identification numbers (PINS), financial account numbers, credit report information, answers to security questions, and other personal identifiers); or is personal information within the meaning of California Civil Code section 1798.3, subdivision(a), or 1798.80, subdivision(e). Personal Information does not include publicly available information that is lawfully made available to the general public from federal,state,or local government records. "Privacy Practices Complaint"means a complaint received by 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 C. "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 subsection C.(5)of this Exhibit C. "Security Breach"means(i)any act or omission that compromises either the security,confidentiality,value,or integrity of any Personal Information or the Security Safeguards,or(ii)any unauthorized Use,Disclosure,or modification of,or any loss or destruction of,or any corruption of or damage to,any Personal Information. "Use"or any derivative thereof means to receive,acquire,collect,apply,manipulate,employ,process,transmit, disseminate,access,store,disclose,or dispose of Personal Information. B. Standard of Care. (1)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. (2)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. (3) The Contractor agrees and covenants in favor of the County that the Contractor shall: (i)keep and maintain all Personal Information in strict confidence, using such degree of care under this Subsection B as is reasonable and appropriate to avoid a Security Breach;(ii)Use Personal Information exclusively for the purposes for which the Personal Information is made accessible to the Contractor pursuant to the terms of this Exhibit C;(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 DocuSign Envelope ID:3B2D09DD-BB15-48EF-BCC4-9A900670D36D P-24-214 County of Fresno "Unauthorized Third Party") other than Authorized Persons pursuant to this Agreement, without the Director's express prior written consent. 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,the Contractor shall(a)immediately notify the County of the specific demand for,and legal authority for the disclosure,including providing the 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(b)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 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. 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. C.Information Security. (1) The Contractor covenants, represents and warrants to the County that the Contractor's Use of Personal Information under this Agreement does and shall at all times comply with all 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. (2)The Contractor covenants,represents and warrants to the County that,as of the Effective Date,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. (3)Without limiting the Contractor's obligations under subsection C.(1) of this Exhibit C, 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 the 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 the Contractor's 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 with respect to the Contractor Facilities and Equipment),both internally and externally,to protect(1)the Personal Information from potential loss or misappropriation, or unauthorized Use,and(2) the County's operations from disruption and abuse;(c)having and maintaining network,device application,database and platform security; (d) maintaining authentication and access controls within media, computing equipment, operating systems,and software applications;and(e)installing and maintaining in all mobile,wireless,or handheld devices a secure internet connection,having continuously updated anti-virus software protection and a remote wipe feature always enabled, all of which is subject to express prior written consent of the Director;(iv)encrypting all Personal Information at advance encryption standards of Advanced Encryption Standards (AES) of 128 bit or higher (a) stored on any mobile devices, including but not limited to hard disks,portable storage devices, or remote installation, or(b)transmitted over public or wireless networks (the encrypted Personal Information must be subject to password or pass phrase, and be stored on a secure server and transferred by means of a Virtual Private Network (VPN) connection, or another type of secure connection, all of which is subject to express prior written consent of the Director); (v) strictly segregating Personal Information from all other information of 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/software vendor security patches; (vii) maintaining appropriate personnel security and integrity procedures and practices, including,but DocuSign Envelope ID:3B2D09DD-BB15-48EF-BCC4-9A900670D36D P-24-214 County of Fresno not limited to, conducting background checks of Authorized Employees consistent with applicable law; and (viii) providing appropriate privacy and information security training to Authorized Employees. (4) During the term of each Authorized Employee's employment by the Contractor, the Contractor shall cause such Authorized Employees to abide strictly by the Contractor's obligations under this Exhibit C.The Contractor further agrees that it shall maintain a disciplinary process to address any unauthorized Use of Personal Information by any Authorized Employees. (5)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. (6) 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 as a contact in resolving the Contractor's and any Authorized Persons' obligations associated with a Security Breach or a Privacy Practices Complaint.D.Security Breach Procedures. (1)Promptly, and without undue delay,upon the Contractor's confirmation of a Security Breach impacting the County, the Contractor shall (a)notify the Director of the Security Breach, such notice to be given first by telephone at the following telephone number, followed promptly by email at the following email address: (559) 600-5900 / incidents(a'dfresnocountyca.gov(which telephone number and email address the County may update by providing notice to the Contractor),and(b)preserve all relevant evidence(and cause any affected Authorized Person to preserve all relevant evidence) relating to the Security Breach. The notification shall include, to the extent reasonably possible, the identification of each type and the extent of Personal Information that has been, or is reasonably believed to have been, breached, including but not limited to, compromised, or subjected to unauthorized Use, Disclosure, or modification, or any loss or destruction,corruption,or damage. (2)Immediately following the Contractor's notification to the County of a Security Breach,as provided pursuant to subsection D.(1)of this Exhibit C,the Parties shall coordinate with each other to investigate the Security Breach. The Contractor agrees to fully cooperate with the County,including,without limitation: (i)assisting the County in conducting any investigation; (ii)providing the County with physical access to the facilities and operations affected; (iii)facilitating interviews with Authorized Persons and any of the Contractor's other employees knowledgeable of the matter; and(iv) making available all relevant records, logs, files, data reporting and other materials required to comply with applicable law,regulation,industry standards,or as otherwise reasonably required by the County. To that end,the Contractor shall, with respect to a Security Breach,be solely responsible, at its cost, for all notifications required by law and regulation, and the Contractor shall provide a written report of the investigation and reporting required to the Director within thirty (30)days after the Contractor's discovery of the Security Breach. (3) The County shall promptly notify the Contractor of the Director's knowledge, or reasonable belief, of any Privacy Practices Complaint, and upon the Contractor's receipt of notification thereof, the Contractor shall promptly address such Privacy Practices Complaint, including taking any corrective action under this Exhibit C, all at the Contractor's sole expense,in accordance with applicable privacy rights,laws,regulations and standards.In the event the Contractor discovers a Security Breach,the Contractor shall treat the Privacy Practices Complaint as a Security Breach. Within 24 hours of the Contractor's receipt of notification of such Privacy Practices Complaint,the Contractor shall notify the County whether the matter is a Security Breach, or otherwise has been corrected and the manner of correction, or determined not to require corrective action and the reason therefor. (4) The Contractor shall take prompt corrective action to respond to and remedy any Security Breach and take reasonable mitigating actions, including but not limiting to, preventing any reoccurrence of the Security Breach and correcting any deficiency in Security Safeguards as a result of such incident, all at the Contractor's sole expense, in accordance with applicable privacy rights,laws,regulations and standards.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 in relation to any litigation or other action described in subsection D.(5)of this Exhibit C.to the extent applicable,except for costs that are a result of the County's own negligence or willful misconduct. The Contractor shall not be responsible for any cost incurred by the County without the Contractor's prior written consent. E.Oversight of Security Compliance. (1) 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. DocuSign Envelope ID:3B2D09DD-BB15-48EF-BCC4-9A900670D36D P-24-214 County of Fresno (2)Upon the County's written request,to confirm the Contractor's compliance with this Exhibit C,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 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 C. (3) The Contractor shall ensure that all Authorized Persons who Use Personal Information agree to the same restrictions and conditions in this Exhibit C. 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. F.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 C, 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 thereof.If return or disposal of such Personal Information or copies of Personal Information is not feasible, the Contractor shall notify the County accordingly, specifying the reason, and continue to extend the protections of this Exhibit C 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 F.The Contractor's obligations under this section F 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. G.Equitable Relief. The Contractor acknowledges that any breach of its covenants or obligations set forth in this Exhibit C 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. H.Indemnification.—intentionally deleted. H.Survival. The respective rights and obligations of the Contractor and the County as stated in this Exhibit C shall survive the termination of this Agreement. I.No Third Party Beneficiary. Nothing express or implied in the provisions of in this Exhibit C is intended to confer,nor shall anything herein confer,upon any person other than the County or the Contractor and their respective successors or assignees, any rights, remedies,obligations or liabilities whatsoever. J.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:3B2D09DD-BB15-48EF-BCC4-9A900670D36D P-24-214 County of Fresno Exhibit D LEVI,RAY& SHOUP,INC. GENERAL TERMS AND CONDITIONS FOR TERM LICENSE AGREEMENT Version X2.0 For Clarification Purposes,these General Terms have been amended as set forth in Section 10 of the License Schedule. These General Terms and Conditions ("General Terms") will apply between Levi, Ray & Shoup, Inc., an Illinois Corporation ("Licensor") and Licensee. These General Terms will be effective as of the Effective Date. Agreements to license additional Software,or to re-license Software upon the expiration of a Term,may be accomplished by amending the Agreement and executing new License Schedules incorporating these General Terms. 1.0 Definitions. 1.1 Affiliate means in relation to the County of Fresno or any various County departments. 1.2 Agreement means a License Schedule signed by Licensor and Licensee that references and incorporates these General Terms pursuant to which Licensor licenses Software to Licensee. 1.3 Company means any natural person or any corporation,partnership,trust,association or any other type of legal entity. 1.4 Critical Problem means a problem caused by the Software resulting in a material interruption to the Licensee's business operations. 1.5 Designated Server means any server upon which the Software is installed and which is enabled by a license key provided by Licensor. 1.6 Documentation means the technical information and user manuals pertaining to the Software which are made available to Licensee pursuant to the Agreement. 1.7 Effective Date in reference to the Agreement is the earliest signature date on the Agreement between Licensor and Licensee. 1.8 Enhancement means generally available improvements, fixes, modifications, changes, filters or new releases or versions of the Software and any accompanying Documentation. 1.9 Installation Location(s) is Licensee's facility(ies) located at the address(es) listed on or identified pursuant to the applicable License Schedule indicating where the Software is or may be installed. 1.10 License Schedule means the Agreement signed by Licensor and Licensee that incorporates these General Terms and by which Licensor licenses Software to Licensee. 1.11 Licensee means the County of Fresno. 1.12 Licensor means Levi,Ray&Shoup,Inc. 1.13 Software means the software products listed on the License Schedule and such term shall also include the Documentation and Enhancements. 1.14 Term means the period designated as such in the applicable License Schedule. 2.0 Pricing and Payment Terms. 2.1 Fees. The license fees for the Software shall be set forth on the applicable License Schedule and shall include maintenance as described in Section 7.0. 2.2 Interest. Licensor reserves the right to charge interest at the rate of 1.5% per month, or the maximum amount allowed by law,whichever is less, on such unpaid amounts for each calendar month or fraction thereof that any payment to Licensor is more than forty-five(45)days in arrears. 2.3 Taxes. Licensee shall be responsible for the payment of all applicable taxes based or measured thereon, or on this transaction, and such taxes, excluding taxes based on Licensor's income. Licensor's invoice shall not include any amount for taxes unless the same are listed apart from the fees and Licensor is authorized to collect the same. 2.4 Tax Exempt Licensee. If Licensee is tax exempt, Licensee will not be responsible for, nor will it be invoiced for any tax,provided Licensor receives a copy of Licensee's tax exempt certificate prior to the issuance of the applicable invoice. 3.0 Grant of License. Subject to the terms and conditions of the Agreement,Licensor grants, and Licensee accepts, a non-exclusive,nontransferable license to use the Software for the Term. 4.0 Restrictions on Use and Audit Rights. 4.1 The Software may only be used in machine-readable form and only by the Licensee for the internal business purposes of the Licensee and its Affiliates. Notwithstanding anything to the contrary stated herein,Licensee may not use the Software for the benefit of unaffiliated third parties who pay,directly or indirectly,for its benefit. DocuSign Envelope ID:3B2D09DD-BB15-48EF-BCC4-9A900670D36D P-24-214 County of Fresno 4.2 Licensee may allow its contractors temporary access to the Software and Documentation,but only to the extent such access is necessary to allow the Licensee to directly use the Software or its computer systems effectively and provided that the contractors have signed a nondisclosure agreement which effectively prohibits those contractors from disclosing or disseminating to third parties,or using for their own benefit, all or part of the Software and Documentation.Such nondisclosure agreements do not have to specifically name the Software and Documentation in order to comply with this section. 4.3 Licensee may keep such copies of the Software as is customary and necessary as part of its automated back-up system. In addition, Licensee may keep one other copy of the Software for archival purposes. 4.4 No more than annually,upon written request by Licensor,Licensee shall provide Licensor with a certified statement which describes how and where the Software is being used and such certified statement must include any records, reports, or other information reasonably requested by Licensor to determine Licensee's compliance with the licensing restrictions in the Agreement. Further, no more than annually, upon prior written notice, Licensor may visit Licensee's places of business in order to determine compliance with this Agreement. 4.5 Audits and Inspections. Licensee shall at any time during Licensor's normal business hours, and upon prior written notice, no more than annually, make available to the Licensee for examination all of its records and data with respect to the matters covered by this Agreement. Licensor shall,upon request by Licensee,permit Licensee to audit and inspect all of such records and data necessary to ensure Licensor's compliance with the terms of this Agreement.Any such examinations or audits shall be at the Licensee's expense. If this Agreement exceeds ten thousand dollars($10,000.00),Licensor shall be subject to the examination and audit of the California State Auditor for a period of three(3)years after final payment under contract (Government Code Section 8546.7). 5.0 Protection of Software and Licensee's Confidential Information. 5.1 Acknowledement of Trade Secrets. The Agreement does not transfer any ownership or title in the Software or the Documentation to Licensee and all ownership rights will remain in Licensor or its suppliers. Licensee acknowledges Licensor's representation that the Software and its Documentation contain valuable trade secrets and are protected by United States and international copyright laws and treaties. Licensee may not disclose or make available to third parties the Software,its Documentation or any portion thereof without Licensor's prior written approval,except as specifically allowed under Section 4.0.Licensor has the exclusive right to modify and enhance the Software and its Documentation,and the Licensee agrees that it will make no effort to reverse engineer,reverse assemble,decompile or otherwise attempt to derive source code from the Software except as expressly authorized by applicable law for purposes of achieving interoperability. Licensee shall not make any attempt to circumvent the technological measure(s)that controls access to,or use of,the Software. 5.2 Delete Conies. Upon termination of the Agreement, or any Software license granted pursuant to the Agreement,that is not superseded by another Agreement,Licensee must immediately delete or otherwise destroy all copies of the applicable Software and Documentation other than copies which have been created pursuant to automatic archiving or back-up processes that cannot reasonably be deleted. Upon request, Licensee shall certify in writing to Licensor its compliance with this paragraph within five (5) days after such request. 5.3 Proorietary Notices. All copies of the Software, in whole or in part, shall contain all restrictive and proprietary notices as they appear on the copy of the Software provided by Licensor. In no event may Licensee copy in whole or in part the Software or the Documentation without the Licensor's prior written consent except as allowed in the applicable License Schedule. 5.4 Licensee's Confidential Information.All information,documents or records to which Licensor has access as a result of the Agreement shall be treated by Licensor as the Licensee's proprietary information and shall not be disseminated or disclosed to third parties without Licensee's prior written consent. Licensor agrees not to disclose Licensee's Confidential Information (defined below) other than to persons in its organization who have a need to know and who will be required to comply with this Section. Licensor will not use Licensee's Confidential Information for a purpose inconsistent with the terns of this Agreement."Licensee's Confidential Information"means Licensee's Software,Licensee's documentation, all information and intellectual property related to Licensee as well as information related to the business of Licensee.Licensee's Confidential Information will not include:(i)information publicly known prior to disclosure;(ii)information coming into the lawful possession of the recipient without any confidentiality obligation; and (iii) information required to be disclosed pursuant to regulatory action or court order, provided adequate prior written notice of any request to disclose is given to Licensee. Licensor will exercise at least the same degree of care to safeguard Licensee's Confidential Information as it does to safeguard its own proprietary confidential information,but not less than a reasonable degree of care. DocuSign Envelope ID:3B2D09DD-BB15-48EF-BCC4-9A900670D36D P-24-214 County of Fresno 6.0 Warranty Against Infringement. 6.1 Warranty/Exclusive Remedy. Licensor warrants that the Software will be delivered free of the rightful claim of any third party by way of infringement or misappropriation of rights arising under the laws of the country in which the Software is licensed. LICENSEE'S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY IS SET FORTH IN SECTIONS 6.2 AND 6.3. 6.2 Licensor's Duty To Indemnify. If a claim is made by a third party against Licensee that alleges a breach of the warranty set forth in Section 6.1,then Licensor shall defend against such claim at its own expense and shall indemnify Licensee and hold it harmless against any demands, costs and expenses,penalties, attorney's fees, claims and losses, actions, settlement or any judgment, including an award of attorneys' fees,that may be awarded by a court of competent jurisdiction against Licensee as a result of the foregoing; provided that Licensee gives Licensor prompt written notice of such claim,allows Licensor to control the defense, and provides Licensor with all reasonable cooperation. Further,Licensor shall have no liability or duty to Licensee for any claim of infringement pursuant to this section if the claim is based on Licensee's, or third party's addition or modification to the Software when the claim of infringement is based on the addition or modification and the addition or modification was not authorized in writing by Licensor. 6.3 Licensor's Rieht To Correct.If a claim is made by a third party against Licensee that alleges a breach of the warranty set forth in Section 6.1, or if Licensor believes that a likelihood of such a claim exists, Licensor shall,in Licensor's sole discretion,procure for Licensee the right to continue using the Software, modify it to make it non-infringing but continue to meet the Software's functionality, or replace it with non-infringing software of like functionality; provided, however, if none of the foregoing is reasonably available to Licensor, either party may terminate the applicable Agreement, in which case the Licensee shall return the Software to Licensor pursuant to Section 5.2 and Licensee's obligation to pay license fees shall cease and Licensee will be refunded on a pro rata basis any prepaid license fees for the remainder of the Term. 7.0 Maintenance and Support. The maintenance and support services in this Section 7.0 shall only be provided in conjunction with the current release of the Software and the release immediately preceding the current release of the Software and only if no fees are owed under the Agreement.Licensor shall provide the following maintenance and support services to Licensee subject to the terms and conditions of the Agreement. 7.1 Telephone support by qualified personnel shall be available between the hours of 8:00 a.m.and 5:00 p.m. Monday through Friday current U.S.Central Time, excluding Licensor holidays(a list of which for any year shall be made available). 7.2 Emergency telephone support for Critical Problems by qualified personnel shall be available every day of the year,twenty-four hours a day,with a response time of two hours or less. 7.3 Licensor maintains a support section on its Web site for all of its Licensees. All software code and product documentation contained within and made available to Licensee via the support section shall be a part of the Software. 7.4 Licensor shall make available to the Licensee all Enhancements to the Software. 7.5 Licensor shall make available Enhancements to the Software if and as required to cause it to operate with new releases of the operating system so long as such updates are technically and commercially feasible. 8.0 Licensee Obligations. Licensee will: (a)Ensure that the Software is used only as set forth in the Agreement and operated and maintained in accordance with its Documentation; (b)Ensure that only adequately trained, competent and authorized persons are allowed to operate the Software;(c)In the event of an actual or apparent malfunction of the Software,take all reasonable actions to document or record the form, nature, apparent cause or symptoms of the malfunction. Upon request,such documents or records must be supplied or provided to Licensor during the course of problem resolution. 9.0 Date Mechanism.The Software may contain a mechanism that will cause the Software to cease to operate on the date that is set by Licensor. The date mechanism shall never be fully disabled during a term license; however, if all payments are timely made,Licensee will be provided with the necessary license files and/or product keys which will prevent the Software from being disabled by the date mechanism. Licensor has no remote access to the Software. 10.0 Warranties,Disclaimers,Remedy. 10.1 Limited Warranty for Services. a. Limited Warranty for Maintenance and Support Services. Licensor warrants that it will perform the services detailed in Section 7.0 with reasonable care and skill and that,during the Term,the Software will function substantially in accordance with its Documentation.Licensor does not warrant that the Software will be error free. DocuSign Envelope ID:3B2D09DD-BB15-48EF-BCC4-9A900670D36D P-24-214 County of Fresno b. Limited Warranty for Consulting Services: Licensor shall perform consulting services under any applicable consulting services agreement governed by these Terms and Conditions, in a workmanlike manner using reasonable care and skill. 10.2 NO OTHER WARRANTIES FOR SOFTWARE AND CONSULTING SERVICES. a. NO OTHER WARRANTIES FOR SOFTWARE: EXCEPT FOR THE WARRANTIES CONTAINED IN SECTION 6.0 AND IN SECTION 10.1(a),LICENSOR MAKES NO WARRANTY,EXPRESS OR IMPLIED, CONCERNING THE SOFTWARE INCLUDING ANY WARRANTY OF MERCHANTABILITY,ACCURACY,OR FITNESS FOR A PARTICULAR PURPOSE. b. NO OTHER WARRANTIES FOR CONSULTING SERVICES: EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN SECTION 10.1(b) ABOVE, LICENSOR MAKES NO OTHER WARRANTY, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. 10.3 EXCLUSIVE REMEDY FOR SOFTWARE AND SERVICES. a. EXCLUSVIE REMEDY FOR SOFTWARE: LICENSEE'S EXCLUSIVE AND SOLE REMEDY FOR THE BREACH OF THE WARRANTIES CREATED IN SECTIONS 10.1(a)AND 10.2(a)IS LIMITED TO REPAIR OF DEFECTS,REPLACEMENT OF SOFTWARE, OR LICENSEE MAY TERMINATE THE LICENSE FOR THE APPLICABLE SOFTWARE AND RECEIVE A REFUND OF LICENSE FEES ACTUALLY PAID TO LICENSOR FOR THE APPLICABLE SOFTWARE UNDER THE AGREEMENT DURING THE FIRST THREE YEARS OF THE TERM OR, IF THE TERM IS LESS THAN THREE YEARS, THE LICENSE FEES ACTUALLY PAID UNDER THE AGREEMENT DURING THE TERM. b. EXCLUSIVE REMEDY FOR CONSULTING SERVICES: EXCEPT FOR A CLAIM FOR PERSONAL INJURY OR TANGIBLE PROPERTY DAMAGE, LICENSOR'S TOTAL LIABILITY FOR DAMAGES UNDER ANY APPLICABLE CONSULTING SERVICES AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, OR WARRANTY), SHALL BE LIMITED TO SERVICE FEES ACTUALLY PAID TO LICENSOR UNDER THIS AGREEMENT. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES OR DAMAGES FOR ECONOMIC LOSS OF ANY KIND (INCLUDING WITHOUT LIMITATION,LOST PROFITS,LOSS OF DATA,LOSS OF USE OR CLAIMS OF THIRD PARTIES) THAT MIGHT ARISE AS A RESULT OF THE PERFORMANCE OR BREACH OF CONSULTING SERVICES SET FORTH IN AN APPLICABLE CONSULTING SERVICES AGREEMENT GOVERNED BY THESE GENERAL TERMS OR IN ANY WAY ARISES OUT OF OR IN CONNECTION WITH ANY CONSULTING SERVICES AGREEMENT GOVERNED BY THESE GENERAL TERMS. 11.0 Exclusions.Licensor's limited warranty in Section 10.1(a)will be void and its service obligations in Section 7.0 will not apply when: (a)A hardware failure or fault occurs and causes corruption or loss of the Software or data,although Licensor personnel will use reasonable efforts to assist if such problems arise; (b)Licensee or a third party interferes with or modifies the Software and the interference or modification causes corruption or loss of the Software or data, unless such modification is allowed in the Documentation or with Licensor's written permission; (c)Licensee fails to implement recommendations to correct faults previously advised by Licensor or fails to install Enhancements made available pursuant to the Agreement; or,(d)Licensee is in material breach of the Agreement. 12.0 LIMITATION OF LIABILITY AND CONSEQUENTIAL DAMAGES/INDEPENDENT CLAUSES. 12.1 EXCEPT FOR CLAIMS UNDER SECTIONS 2.0, 5.0, OR 6.0,EITHER PARTY'S TOTAL LIABILITY FOR CLAIMS IN ANY WAY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (INCLUDING CONTRACT, TORT OR WARRANTY), IS LIMITED TO THE AGGREGATE AMOUNT OF (1) SERVICE FEES SET FORTH IN AN APPLICABLE SERVICES AGREEMENT, AND (2) LICENSE FEES SET FORTH IN THE LICENSE SCHEDULE FOR THE FIRST THREE YEARS OF THE TERM OR, IF THE TERM IS LESS THAN THREE YEARS,THE AGGREGATE AMOUNT OF LICENSE FEES SET FORTH IN THE LICENSE SCHEDULE FOR THE TERM.IN NO EVENT,EXCEPT FOR A CLAIM UNDER SECTIONS 5.0, AND 6.0, SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL,CONSEQUENTIAL, SPECIAL,PUNITIVE,OR INDIRECT DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF DATA, LOSS OF USE, OR CLAIMS OF THIRD PARTIES) THAT MIGHT OCCUR AS A RESULT OF THE PERFORMANCE OR BREACH OF THE AGREEMENT OR IN ANY WAY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT. DocuSign Envelope ID:3B2D09DD-BB15-48EF-BCC4-9A900670D36D P-24-214 County of Fresno 12.2 SECTION 12.1 IS INDEPENDENT OF SECTION 10.3 AND SHALL BE VALID AND ENFORCEABLE WHETHER OR NOT SECTION 10.3 FAILS OF ITS ESSENTIAL PURPOSE OR IS FOUND TO BE UNCONSCIONABLE. 12.3 No action, regardless of form,arising out of the Agreement may be brought by either party more than two(2)years after either party has become aware of the cause of action. 13.0 Assignment. A party may assign the Agreement without the prior written permission of the other only in the following circumstances: 1)to an Affiliate;2)where all or substantially all of the assets of a party are sold to,or merged or consolidated with,another Company; or 3)only in the case of the Licensor, where all or substantially all of the Software licensed hereunder is sold to another Company. Any other attempted assignment shall be invalid and void.Notwithstanding anything to the contrary stated herein,no assignment allowed hereunder shall be valid until the other party receives a valid assignment signed by both the assignor and assignee transferring all rights and obligations hereunder to the assignee. 14.0 Termination/Remedies. 14.1 Termination. Each Agreement shall automatically terminate upon expiration of the Term. Either party may terminate the Agreement before the expiration of the Term if the other party is in breach of the Agreement and such party fails to remedy such breach within thirty(30)days after written notice thereof by the non-breaching party.Further,either party may terminate the Agreement immediately upon written notice of a breach of Section 5.0. 14.2 Force Majeure. Notwithstanding anything to the contrary stated herein, neither party shall be liable for any breach of its obligations resulting from causes beyond its reasonable control including but not limited to fire,earthquakes,tornadoes,nuclear disasters,acts of terrorism,insurrection or riots,wrecks or delays in transportation, or regulation of civil or military authority (an "Event of Force Majeure"). If a default due to an Event of Force Majeure continues for more than three(3)months then either party may terminate the Agreement without cause or liability, except that which may have accrued up to the Event of Force Majeure. 14.3 Effect of Termination.Sections 4.4,5.0,6.0,and 12.0 shall survive the termination of the Agreement and termination of the Agreement is without prejudice to the rights and obligations of the parties that have accrued up to and including the date of termination.No refund of fees paid under the Agreement shall be made in the event of termination unless caused by Licensor's breach. 14.4 Remedies. All rights and remedies of the parties shall be cumulative but shall always be limited by Sections 6.0, 10.2, 10.3,and 12.0. 15.0 General and Miscellaneous Clauses. 15.1 Notice/Primary Escalation Contact Information. All notices or demands relating to indemnification, warranty,or any breach,default,violation or dispute shall be in writing and shall be delivered personally or sent by certified mail with return receipt requested or a nationally recognized overnight courier service. Any such notice or demand shall be deemed to have been delivered on the date of delivery or refusal as set forth on the return receipt. Any other notice or demand required hereunder shall be sufficient if sent electronically and shall be deemed to have been delivered upon confirmation the e-mail was successfully sent by the Party. The Parties agree that any such electronic notice sent by either Party and receive by the other Party shall be deemed an authentic original and any signature thereon will be deemed genuine. All written notices shall be sent to the following either via certified mail or electronically to the physical addresses and/or e-mail addresses listed below: Licensee Licensor County of Fresno Levi,Ray&Shoup,Inc. Chief Information Officer Jenni Manning 333 W.Pontiac Way 2401 West Monroe Street Clovis,CA 93612 Springfield,IL 62704 IDSBusinessOffice(c.FresnoCountyCA.gov Jenni.Manning(a,lrs.com The persons and their contact information that the Licensee or Licensor can use to escalate problems or situations related to this Agreement are listed below and may be updated on an as-needed basis by either Party by notifying the other Party. DocuSign Envelope ID:3B2D09DD-BB15-48EF-BCC4-9A900670D36D P-24-214 County of Fresno Licensee's Primary Escalation Contacts Licensor's Primary Escalation Contacts Contact#1 Issues Contact#1/Business Related Issues America Papaleo David Manning Information Technology Manager Senior Account Representative Office Phone: (559)600-5800 Office Phone: (217)793-3800,ext. 1628 Email: apgpaleo&FresnoCouMCA.gov David.Manngineklrs.com Contact#2 Issues Contact#2/Contractual Related Issues Sheri Walden Chris Colliver Information Technology Division Manager Sr. Contracts Manager,EOM NA Office Phone: (559)600-5800 Office Phone: (217)793-3800 ext 1641 Email: swalden(&FresnoCountyCA.gov Email: Chris.Colliver(&Irs.com 15.2 Severability. If any provision of the Agreement or the application of a provisions to any Company or circumstance is held invalid, the remainder of the Agreement, or the application of the provision to Companies or circumstances,other than those as to which it is held invalid,will not be affected.But if a court rules that any part of Section 5.1 is not enforceable because it is invalid, then the Agreement in its entirety may terminate at Licensor's option and Licensee must immediately return all copies, in whole or in part, of the Software and Documentation. Under these circumstances, Licensee's obligation to pay future license fees will cease and any prepaid license fees will be refunded on a pro rata basis. 15.3 Parties Bound,The Agreement shall be binding upon the parties,their successors,permitted assigns,and legal representatives. 15.4 No Intended Third Party Beneficiaries. The Agreement is for the sole benefit of the parties and their successors and permitted assigns and the Agreement shall not be construed as conferring any rights or remedies on any other Company. 15.5 Applicable Law. The Agreement shall be governed by the laws of the State of California,without giving effect to its choice-of-law provisions.This Agreement shall not be governed by the provisions of the 1980 United Nations Convention on Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods. 15.6 Export Compliance. Licensee agrees to comply with all applicable export laws and regulations of the regulations of the United States,the EU,the UN and the country of the Installation Location(collectively, "Export Controls"). Licensee will not, directly or indirectly, export, re-export, divert, or transfer the Software to any locations, to any end-user, or for any end-use, without complying with the Export Controls. Without limiting the foregoing, the Licensee specifically agrees that it will not export or re- export the Software (1)to any embargoed country, currently including Cuba, Iran,North Korea,Sudan and Syria or (2) to any person or Company listed on the denied or restricted party list, or (3) for any restricted end-use related to the development,design,production or use of nuclear,chemical or biological weapons or missiles. 15.7 Headines,Gender.All section headings contained in the Agreement are for convenience of reference only, do not form a part of the Agreement and shall not affect in any way the meaning or interpretation of the Agreement. Words used herein,regardless of the number and gender specifically used, shall be deemed and construed to include any other number,singular or plural,and any other gender,masculine, feminine, or neuter, as the context requires. Further,reference to a single section number ending in a zero, e.g., 5.0,is a reference to all of the sections starting with the same number.For example,a reference to Section 5.0 is a reference to Sections 5.1,5.2,5.3,5.4,and 5.5 as well. 15.8 Waiver. A waiver of a breach of any term of the Agreement shall not be construed as a waiver of any later breach or as a waiver of the provision itself.A parry's performance after the other party's breach shall not be construed as a waiver of that breach. 15.9 Final Agreement/Conflicts. The Agreement constitutes the complete,final and exclusive expression of the parties' agreement, and supersedes all proposals and other communications made between the parties concerning the subject matter hereof. The Agreement cannot be modified except by a written agreement signed by the parties except as may be set forth in the applicable License Schedule. If there is a conflict between these General Terms and any License Schedule,the terms of the License Schedule shall control and prevail.If there is a conflict between these General Terms and any consulting services agreement,the terms of the consulting services agreement shall control and prevail. All capitalized terms in any License Schedule shall have the same meaning as set forth in these General Terms,unless otherwise defined therein. DocuSign Envelope ID:3B2D09DD-BB15-48EF-BCC4-9A900670D36D P-24-214 County of Fresno 15.10 Electronic Delivery. The Software and Documentation (and any previously licensed software products and documentation)will be made available to Licensee only by electronic or another mode of intangible delivery. Licensor reserves the right to change the mode of delivery if the change is generally applicable to all of its licensees. Certain states under certain circumstances do not assess sales or use tax on software licenses and software maintenance where the software, maintenance and documentation are delivered electronically. For all such electronic transactions Licensor will not assess sales or use tax in applicable states.Notwithstanding Section 2.3,Licensee hereby agrees to reimburse Licensor for any and all use or sales tax and attendant interest,if any,that may be assessed against Licensor by the local taxing authority for such electronic transactions should Licensor be required to pay the local taxing authority on Licensee's behalf. 15.11 Infrastructure and No Charge Code. Any client-based code of the Software may be installed on the applicable client whether inside or outside of the Installation Location. All infrastructure and other no- charge code that is shipped or bundled with the Software is automatically licensed for the Term as Software pursuant to this Agreement. To the extent that the Documentation specifies usage rights for the infrastructure and other no-charge code that are broader than the usage rights specified in this Agreement, such broader usage rights shall become part of this Agreement as it applies to such code. Similarly, all fonts that are bundled as a part of the Software product without charge are licensed for the Term and as set forth in the Documentation. All supported scripts, utilities or other software code that are provided to Licensee pursuant to a trial, evaluation or proof of concept agreement signed by the parties are automatically licensed for the Term as Software pursuant to this Agreement unless agreed otherwise in a services agreement or statement of work signed by the parties. 15.12 Third Party Software. The software programs listed in the License Schedule may include software programs under the licenses from third parties("Third Party Software" and"Third Party License").Any Third Party Software is licensed to Licensee subject to the terms and conditions of the corresponding Third Party License. The Third Party Licenses are located in the Documentation. If the Third Party Licenses include licenses that provide for the availability of source code(such as the GNU General Public License) and the corresponding source code is not included with the Software, then contact Licensor support to learn how to obtain such source code. 15.13 No Credit Card. The License fees and all other amounts due under this Agreement cannot be paid by credit card. 15.14 Independent Contractor. In performance of the work,duties and obligations assumed by Licensor under this Agreement, it is mutually understood and agreed that Licensor,including any and all of the Licensor'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 Licensee. Furthermore, Licensee shall have no right to control or supervise or direct the manner or method by which Licensor shall perform its work and function.However,Licensee shall retain the right to administer this Agreement so as to verify that Licensor is performing its obligations in accordance with the terms and conditions thereof. Licensor and Licensee shall comply with all applicable provisions of law and the rules and regulations, if any,of governmental authorities having jurisdiction over matters the subject thereof. Because of its status as an independent contractor, Licensor shall have absolutely no right to employment rights and benefits available to Licensee's employees. Licensor shall be solely liable and responsible for providing to,or on behalf of,its employees all legally-required employee benefits. In addition,Licensor shall be solely responsible and save Licensee harmless from all matters relating to payment of Licensor'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, Licensor may be providing services to others unrelated to Licensee or to this Agreement. 15.15 Insurance Without limiting Licensee's right to obtain indemnification from Licensor or any third parties,Licensor, 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: 15.15.1 Commercial General Liability Commercial General Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per occurrence and an annual aggregate of Two Million Dollars ($2,000,000.00).This policy shall be issued on a per occurrence basis. DocuSign Envelope ID:3B2D09DD-BB15-48EF-BCC4-9A900670D36D P-24-214 County of Fresno 15.15.2 Automobile Liability Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00)per accident for bodily injury and for property damages. Coverage should include any auto used in connection with this Agreement. 15.15.3 Professional Liability If Licensor employs licensed professional staff, (e.g., Ph.D.,R.N., L.C.S.W.,M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate 15.15.4 Worker's Compensation A policy of Worker's Compensation insurance as may be required by the California Labor Code. 15.15.5 Technology Professional Liability((Errors and Omissions) Technology professional liability(errors and omissions)insurance with limits of not less than Two Million Dollars ($2,000,000.00) per occurrence. Coverage shall encompass all of the Licensor's duties and obligations that are the subject of this Agreement. Coverage shall include, but not be limited to, any and all claims, damages, costs, fees, regulatory fines and penalties,or forms of legal action involving Cyber Risks. 15.15.6 Cyber Liability Ober liability insurance with limits of not less than Two Million Dollars($2,000,000.00)per occurrence.Coverage shall include,but not be limited to, any and all claims, damages, costs, fees, regulatory fines and penalties,or forms of legal action involving Cyber Risks.The cyber liability policy shall be endorsed to cover the full replacement value of,damage to,alteration of,loss of,theft of,ransom of,or destruction of intangible property(including but not limited to information or data)that is in the care,custody,or control of Licensor. For purposes of the technology professional liability insurance and the cyber liability insurance required under this Agreement, Cyber Risks include, but are not limited to, (i) security breaches, which include disclosure of, whether intentional or unintentional, information provided by Licensee, information provided by or obtained from any inmate, or personal- identifying information relating to any inmate,to an unauthorized third parry; (ii) breach of any of Licensor's obligations under this Agreement relating to data security, protection, preservation, usage, storage, transmission, and the like; (iii) infringement of intellectual property including,but not limited to,infringement of copyright,trademark, and trade dress; (iv)invasion of privacy,including any release of private information; (v) information theft by any person or entity, whatsoever; (vi) damage to or destruction or alteration of electronic information; (vii)extortion related to Licensor's obligations under this Agreement regarding electronic information, including information provided by Licensee, information provided by or obtained from any inmate, or personal-identifying information relating to any inmate; (viii) network security; (ix) data breach response costs, including security breach response costs; (x) regulatory fines and penalties related to Licensor's obligations under this Agreement regarding electronic information, including information provided by Licensee, information provided by or obtained from an inmate, or personal- identifying information relating to any inmate;and(xi)credit monitoring expenses. 15.15.7 Additional Requirements Relating to Insurance Licensor shall obtain endorsements to the Commercial General Liability insurance naming Licensee, 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 Licensee,its officers,agents and employees shall be excess only and not contributing with insurance provided under Licensor's policies herein.This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written notice given to Licensee. Licensor hereby waives its right to recover from Licensee,its officers,agents,and employees any amounts paid by the policy of worker's compensation insurance required by this Agreement.Licensor is solely responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of subrogation,but Licensor's waiver of subrogation under this paragraph is effective whether or not Licensor obtains such an endorsement. DocuSign Envelope ID:3B2D09DD-BB15-48EF-BCC4-9A900670D36D P-24-214 County of Fresno Within Thirty (30) days from the date Licensor executes this Agreement, Licensor shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies,as required herein,to the County of Fresno,Chief Information Officer,333 W Pontiac Way, Clovis CA 93612, stating that such insurance coverages have been obtained and are in full force; that Licensor, its officers, agents and employees will not be responsible for any premiums on the policies;that for such worker's compensation insurance Licensor has waived its right to recover from the Licensee, its officers, agents, and employees any amounts paid under the insurance policy and that waiver does not invalidate the insurance policy;that such Commercial General Liability insurance names the Licensee, 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 the Licensee, its officers, agents and employees, shall be excess only and not contributing with insurance provided under Licensor'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 Licensee. In the event Licensor fails to keep in effect at all times insurance coverage as herein provided, the Licensee 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 AM. Best,Inc. rating of A FSC VII or better. 15.16 Disclosure of Self-Dealine Transactions This provision is only applicable if Licensor is operating as a corporation (a for-profit or non-profit corporation) or if during the term of this agreement, Licensor changes its status to operate as a corporation. Members of Licensor's Board of Directors shall disclose any self-dealing transactions that they are a party to while Licensor is providing goods or performing services under this Agreement. A self-dealing transaction shall mean a transaction to which Licensor is a party and in which one or more of its directors has a material financial interest. Members of the Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and signing a Self-Dealing Transaction Disclosure Form(Exhibit D)and submitting it to Licensee prior to commencing with the self-dealing transaction or immediately thereafter. DocuSign Envelope ID:3B2D09DD-BB15-48EF-BCC4-9A900670D36D P-24-214 County of Fresno SELF-DEALING TRANSACTION DISCLOSURE FORM In order to conduct business with the County of Fresno (hereinafter referred to as "County"), members of a contractor's board of directors must disclose any self-dealing transactions that they are a party to while providing goods,performing services, or both for the County.A self-dealing transaction is defined below: "A self-dealing transaction means a transaction to which the corporation is a party and in which one or more of its board members has a material financial interest" The definition above will be utilized for purposes of completing this disclosure form. INSTRUCTIONS (1) Enter board member's name,job title(if applicable), and date this disclosure is being made. (2) Enter the board member's company/agency name and address. (3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the County.At a minimum,include a description of the following: a. The name of the agency/company with which the corporation has the transaction;and b. The nature of the material financial interest in the Corporation's transaction that the board member has. (4) Describe in detail why the self-dealing transaction is appropriate based on applicable provisions of the Corporations Code. (5) Form must be signed by the board member that is involved in the self-dealing transaction described in Sections (3)and(4). (1)Company Board Member Information: Name: Date Job Title: (2)Company/Agency Name and Address: (3)Disclosure(Please describe the nature of the self-dealing transaction you are a party to): DocuSign Envelope ID:3B2D09DD-BB15-48EF-BCC4-9A900670D36D P-24-214 County of Fresno (4)Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a): (5)Authorized Signature Date