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Agreement A-24-478 with The Gordian Group Inc..pdf
I Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Agreement No. 24-478 1 SERVICE AGREEMENT 2 This Service Agreement ("Agreement") is dated September 10, 2024 and is between 3 The Gordian Group, Inc, a Georgia corporation which will do business in California as the 4 Mellon Group ("Contractor"), and the County of Fresno, a political subdivision of the State of 5 California ("County"). 6 Recitals 7 A. The County is in need of the administration and maintenance of a Job Order Contracting 8 (JOC) system and JOC consulting services, for both the Department of Internal Services (ISD) 9 and for the Department of Public Works and Planning (PWP); 10 B. Contractor agrees to provide the administration and maintenance for the County's ISD 11 and PWP Departments, as well as JOC consulting services for both Departments, as described 12 in Exhibit A. 13 C. National Intergovernmental Purchasing Alliance Company ("OMNIA") is a national 14 service cooperative created to provide programs and services to members in education and 15 government and is authorized to establish competitively awarded cooperative purchasing 16 contracts, through a lead agency model, on behalf of itself and its member agencies. On July 17 20, 2020 OMNIA, in conjunction with the Regents of the University of California, released RFP 18 #002013-MAY2020 ("RFP") to establish a national cooperative contract, with an initial five-year 19 term expiring on January 7, 2026, with five potential one-year extensions remaining. The RFP 20 includes the County's desired JOC administration, maintenance, and consulting services. The 21 RFP closed on August 4, 2020. 22 D. The Contractor was awarded the contract under the RFP for its JOC system entitled 23 "Gordian JOC Solution®services." Contractor's related product, "Gordian JOC Complete 24 Solution®" , includes consulting services supporting its Gordian JOC Solution® product. The 25 software for Gordian's products is entitled "eGordian®." 26 E. Gordian and the University of California have entered into a competitively awarded 27 agreement, Contract Number 2021002786 dated January 8, 2021, (the "Underlying Contract"), 28 as seen in Exhibit J, for the purchase of JOC Services. The Underlying Contract provides that 1 I Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 1 any OMNIA members may purchase JOC Services directly from Gordian at the prices stated in 2 the Underlying Contract. 3 F. The County is satisfied that the source selection method used by OMNIA complies with 4 the requirements of the County's Purchasing Manual, and the County's procurement 5 requirements, and is in the best interest of the County. The Contractor is qualified and is willing 6 to provide the County JOC services at the pricing set in the Underlying Contract. 7 G. The County is an OMNIA member and is authorized to enter into this Agreement. The 8 County desires, through this Agreement, to procure certain services set forth in the Underlying 9 Contract in accordance with the pricing and other terms set forth in the Underlying Contract 10 which is incorporated by reference herein. The parties intend that this Agreement, including all 11 additional terms stated in this Agreement that are not expressly stated in the Underlying 12 Contract, and the Underlying Contract serve as the Agreement between the parties. 13 14 The parties therefore agree as follows: 15 Article 1 16 Contractor's Services 17 1.1 Scope of Services. The Contractor shall perform all of the services provided in 18 Exhibit A to this Agreement, titled "Scope of Services." 19 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and 20 able to perform all of the services provided in this Agreement. 21 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all 22 applicable federal, state, and local laws and regulations in the performance of its obligations 23 under this Agreement, including but not limited to workers compensation, labor, and 24 confidentiality laws and regulations. 25 1.4 The Contractor is responsible for reviewing all material provided to the County, and 26 potential JOC Contractors, to ensure correctness and accuracy. The County is responsible for 27 final approval of all documents and ensuring all documents meet the County's needs and 28 comply with applicable law. 2 I Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 1 Article 2 2 County's Responsibilities 3 2.1 The County shall review and approve all documentation and requests for information 4 submitted by Contractor in a timely manner. 5 2.2 The County shall provide full information regarding its requirements for its JOC 6 programs for ISD and PWP, including, but not limited to, facilities' lists, current County 7 procedures, programs, technical specifications, and bidding information. 8 2.3 The County shall designate to the Contractor, in writing, a representative who shall 9 render or obtain decisions in a timely manner pertaining to the JOC program. 10 2.4 The County shall provide to the Contractor's development team, office space, 11 telephone, and internet access, as necessary. 12 2.5 The County shall provide to the Contractor, should hard copies be requested, all 13 reproduction services for all draft and final versions of the Construction TaskCatalog®, technical 14 specifications, contract terms and conditions, instructions to bidders and proposal forms, 15 execution procedures and training materials. 16 Article 3 17 Compensation, Invoices, and Payments 18 3.1 As described in Exhibit B to this Agreement, titled "Compensation," the County 19 agrees to pay, and the Contractor agrees to receive, compensation for the performance of its 20 services under this Agreement. The County shall pay to Contractor County License Fees 21 totaling 1.95% of the value of construction work awarded to JOC contractors utilizing Gordian 22 JOC Solution®and Gordian JOC Complete Solution® . Such County License Fees shall be 23 billable upon the issuance of a Job Order, purchase order, notice to proceed, or similar 24 purchasing document by County to the JOC contractors. 25 Additionally, throughout the term of this Agreement, all JOC contractors awarded by the 26 County, who in turn will utilize one of the two County JOC systems, shall be assessed a 27 Contractor License Fee of one percent (1%) of the value of construction procured from the JOC 28 contractor by the County. Such Contractor License Fees are payable to the Contractor when a 3 I Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 1 Job Order, purchase order, notice to proceed, or similar purchasing document is issued to the 2 JOC contractor. Such Contractor License Fees shall be billable upon the award of contracts to 3 the JOC construction contractors. All JOC contractors will be required to agree to Contractor's 4 SaaS Terms of Use prior to accessing or using the JOC Systems. 5 3.2 Maximum Compensation. The maximum compensation payable to the Contractor 6 under this Agreement for Gordian JOC Solution®services for the County's ISD Department 7 shall not exceed the sum of Five Hundred and Fifty Thousand Dollars ($550,000) during the 8 potential term of this agreement, which includes extension periods. 9 3.3 The maximum compensation payable to the Contractor under this Agreement for 10 Gordian JOC Solution® services for the County's PWP Department shall not exceed the sum of 11 Six Hundred and Ten Thousand Dollars ($610,000) during the potential term of this agreement, 12 which includes extension periods. 13 3.4 The maximum compensation payable to the Contractor under this Agreement for 14 Gordian JOC Complete Solution® services for both of the County's ISD and PWP Departments 15 combined, shall not exceed the sum of One Million Five Hundred Thousand Dollars 16 ($1,840,000) during the potential term of this agreement, which includes extension periods. 17 3.5 The Contractor acknowledges that the County is a local government entity and does 18 so with notice that the County's powers are limited by the California Constitution and by State 19 law, and with notice that the Contractor may receive compensation under this Agreement only 20 for services performed according to the terms of this Agreement and while this Agreement is in 21 effect, and subject to the maximum amount payable under this section. The Contractor further 22 acknowledges that County employees have no authority to pay the Contractor except as 23 expressly provided in this Agreement. 24 3.6 Invoices. 25 a. Invoicing for ISD, examples as seen in Exhibit K. The Contractor shall submit monthly 26 invoices for ISD in accordance with the rates and charges agreed upon for the services 27 provided to the County's ISD Department by the Contractor during the previous monthly billing 28 period on the first day of the month referencing the provided agreement number to the County 4 I Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 1 of Fresno, Facility Services, Attention: Manager, 4590 E. Kings Canyon Road, Fresno, CA 2 93702, at ISDFacilitiesAP@fresnocountyca.gov. Each invoice shall reference the number of 3 this Agreement, the FMAIS (the County's computerized maintenance management system), 4 work order number, the date of service, the arrival and departure time of the Contractor's 5 representative, the address of the County location serviced and the specific area of that location 6 where the Contractor's work was performed, a description of the services provided, the number 7 of service hours expended and the hourly rates for services provided, the materials used and 8 the cost of those materials, confirmation that a notice of warranty for any newly material 9 installed material was provided, the printed name of the County representative who authorized 10 the work, the identity of the vendor, including the name of the and vendor's technician who 11 provided the service. 12 b. Invoicing for PWP, examples as seen in Exhibit K. The Contractor shall submit 13 invoices for PWP in accordance with the rates and charges agreed upon for the services 14 provided to the County's PWP Department by the Contractor during the previous monthly billing 15 period on the first day of the month. Each invoice shall reference the number of this Agreement, 16 the date and name of the County facility where the services were performed, and a clear 17 itemization of the services performed. The invoice shall then be e-mailed to: 18 PWPBusinessoffice@fresnocountyca.gov, or mailed to: County of Fresno, Department of Public 19 Works and Planning, Business Office, 2220 Tulare Street, 6th Floor, Fresno, CA 93721-2127. . 20 The Contractor shall submit each invoice within 60 days after the month in which the Contractor 21 performs services and in any case within 60 days after the end of the term or termination of this 22 Agreement. 23 3.7 Payment. The County shall pay each correctly completed and timely submitted 24 invoice within 45 days after receipt. The County shall remit any payment to the Contractor's 25 address specified in the invoice. 26 3.8 Incidental Expenses. The Contractor is solely responsible for all of its costs and 27 expenses that are not specified as payable by the County under this Agreement. 28 5 I Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 1 Article 4 2 Term of Agreement 3 4.1 Term. This Agreement is effective on April 28, 2024 and terminates on January 7, 4 2026 ("Initial Term"), except as provided in section 4.2, "Extension," or Article 6, "Termination 5 and Suspension," below. 6 4.2 Extension. The term of this Agreement may be extended for no more than five, one- 7 year periods only upon written approval of both parties at least 30 days before the first day of 8 the next one-year extension period. The Director of Internal Services/Chief Information Officer 9 or his or her designee is authorized to sign the written approval on behalf of the County based 10 on the Contractor's satisfactory performance. The extension of this Agreement by the County is 11 not a waiver or compromise of any default or breach of this Agreement by the Contractor 12 existing at the time of the extension whether or not known to the County. 13 Article 5 14 Security 15 5.1 Failure to fully comply with the security requirements as set forth in this Article 5 16 will be considered a breach of this Agreement and shall result in termination of this Agreement 17 for default of the Contractor. Contractor personnel shall cooperate with all County security 18 personnel at all times and shall be subject to and conform to County security rules and 19 regulations. Any violations or disregard of these rules may be cause for denial of access to 20 County property. County may change these policies and procedures at any time, without any 21 prior notice to Contractor. The County will provide the most recent versions of the policies and 22 procedures any time changes are made. 23 5.2. Contractor acknowledges that the Juvenile Justice Campus (JJC) and the 24 Fresno Sheriff— Coroner's Office (FSCO) Jail Detention Facilities are "no-hostage facilities". 25 Contractor shall ensure that its employees and any subcontractors working in the JJC, and 26 associated facilities, agree to abide by County's rules for a no-hostage facility as set forth in 27 Exhibit F, attached and incorporated by this reference. Contractor shall plan and execute all 28 6 I Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 1 work in such a manner as to prevent a security breach of the JJC and FSCO detention facilities 2 or any other County secured facility. 3 5.3 Contractor shall comply with all Prison Rape Elimination Act (PREA) 4 standards for juvenile correctional facilities as set forth in Exhibit G, attached and incorporated 5 by this reference. The Probation Department shall provide trainings, as necessary, at no charge 6 to Contractor. Contractor shall comply with all Probation Department Policies and Procedures. 7 In the event of a dispute involving County staff and a Contractor employee or subcontractor, the 8 on-duty Facility Administrator will have the final decision. Information on the Prison Rape 9 Elimination Act can be found at: ittps://www.prearesourcecenter.org 10 5.4 County may require Contractor to have its staff pass a background investigation through 11 the Fresno County's Sheriff— Coroner Office, as stated in Exhibit H, attached and incorporated 12 by this reference, prior to commencing services. Decision to require a background investigation, 13 or lack thereof, will be at the sole discretion of the County. 14 5.5 The Contractor shall comply with the JJC Policy Manual, as stated in Exhibit I. 15 Article 6 16 Prevailing Wage 17 6.1 In accordance with Labor Code section 1770, et seq., the Director of the 18 Department of Industrial Relations of the State of California has determined the general 19 prevailing wages rates and employer payments for health and welfare pension, vacation, 20 travel time and subsistence pay as provided for in Section 1773.1, apprenticeship or other 21 training programs authorized by Section 3093, and similar purposes applicable to the work to be 22 done. 23 Information pertaining to applicable Prevailing Wage Rates may be found on the 24 website for the State of California — Department of Industrial Relations: 25 http://www.dir.ca.gov/oprl/PWD/index.htm. Information pertaining to applicable prevailing wage 26 rates for apprentices may be found on the website for the State of California — Department of 27 Industrial Relations: http://www.dir.ca.gov/oprl/pwappwage/PWAppWageStart.asp. 28 7 I Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 1 It shall be mandatory upon the Contractor and upon any subcontractor to pay not less than the 2 prevailing wage rates, including overtime and holiday rates, to all workers, laborers, or 3 mechanics employed on this public work project, including those workers employed as 4 apprentices. Further, Contractor and each subcontractor shall comply with Labor Code sections 5 1777.5 and 1777.6 concerning the employment of apprentices. A copy of the above-mentioned 6 prevailing wage rates shall be posted by the Contractor at Contractor's office where it will be 7 available to any interested party. Contractor shall comply with Labor Code section 1775 and 8 shall forfeit as a penalty to County Two Hundred Dollars ($200.00) for each calendar day or 9 portions thereof, for each worker paid less than the prevailing wage rates for the work or craft in 10 which the worker is employed for any work done under this project by Contractor or by any 11 subcontractor under Contractor in violation of Labor Code section 1770, et seq. In addition to 12 the penalty, the difference between the prevailing wage rates and amount paid to each worker 13 for each calendar day or portion thereof for which each worker was paid less than the prevailing 14 wage rate shall be paid to each worker by the Contractor or subcontractor. The Contractor and 15 each of their subcontractors shall keep an accurate record showing the name, address, social 16 security number, work classification, straight time and overtime hours worked each day and 17 week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other 18 employee employed by him or her in connection with this public work project. In accordance 19 with Labor Code section 1776, each payroll record shall be certified and verified by a written 20 declaration under penalty of perjury stating that the information within the payroll record is true 21 and correct and that the Contractor or subcontractor has complied with the requirements of 22 Labor Code sections 1771, 1811 and 1815 for any work performed by its employees on this 23 public work project. These records shall be open at all reasonable hours to inspection by the 24 County, its officers and agents, and to the representatives of the State of California — 25 Department of Industrial Relations, including but not limited to the Division of Labor Standards 26 Enforcement. 27 28 8 I Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 1 Article 7 2 Software License 3 7.1 JOC System License. The Contractor shall grant a non-exclusive, non-transferrable 4 limited, right, privilege and license to use the Contractor's eGordian® software and other related 5 proprietary materials as identified in this Section 7.1 hereof (collectively referred to as 6 "Proprietary Information") for the sole purpose of operating the County's JOC program for the 7 term of this Agreement. The parties hereby agree that the Proprietary Information shall include, 8 but is not limited to, Contractor's JOC Software applications and support documentation, 9 Construction Task Catalog®(also commonly referred to as a unit price book), construction cost 10 data, training materials and other Proprietary materials provided by the Contractor. In the event 11 this Agreement expires or terminates as provided herein, the County shall return all Proprietary 12 Information in the County's possession to the Contractor, excluding County data and associated 13 business information for which non-system access remains at the discretion of the County's 14 Chief Administrative Officer. The County acknowledges that the unauthorized disclosure of 15 Proprietary Information will result in irreparable harm to Contractor for which monetary damages 16 would be an inadequate remedy and agrees that no such disclosure shall be made to anyone 17 without first receiving Contractor's written consent. The County further acknowledges and 18 agrees to respect the copyrights, registrations, trade secrets and other proprietary rights of 19 Contractor in the Proprietary Information during and after the term of this Agreement and shall 20 at all times maintain complete confidentiality with regard to the Proprietary Information provided 21 to the County, subject to federal and state laws related to public records disclosure. 22 7.2 Data Security. Contractor shall be responsible for the privacy and security 23 safeguards, as identified in Exhibit E, entitled "Data Security." To the extent required to carry out 24 the assessment and authorization process and continuous monitoring, to safeguard against 25 threats and hazards to the security, integrity, and confidentiality of any County data collected 26 and stored by the Contractor, Contractor shall afford the County access as necessary at 27 Contractor's reasonable discretion, to the Contractor's facilities, installations, and technical 28 capabilities, subject to Contractor's security policies and confidentiality obligations to other 9 I Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 1 parties. If new or unanticipated threats or hazards are discovered by either the County or the 2 Contractor, or if existing safeguards have ceased to function, the discoverer shall immediately 3 bring the situation to the attention of the other party. 4 Article 8 5 Notices 6 8.1 Contact Information. The persons and their addresses having authority to give and 7 8 receive notices provided for or permitted under this Agreement include the following: 9 For the County: Director of Internal Services/Chief Information Officer 10 County of Fresno 333 W. Pontiac Way 11 Clovis, CA 93612 isd contracts(abfresnocountyca.gov 12 For the Contractor: 13 Chief Operations Officer The Gordian Group, Inc 14 30 Patewood Drive, Suite 350 Greenville, SC 29615Email Address: Legal@gordian.com 15 16 8.2 Change of Contact Information. Either party may change the information in section 17 5.1 by giving notice as provided in section 5.3. 18 8.3 Method of Delivery. Each notice between the County and the Contractor provided 19 for or permitted under this Agreement must be in writing, state that it is a notice provided under 20 this Agreement, and be delivered either by personal service, by first-class United States mail, by 21 an overnight commercial courier service, or by Portable Document Format (PDF) document 22 attached to an email. 23 (A) A notice delivered by personal service is effective upon service to the recipient. 24 (B) A notice delivered by first-class United States mail is effective three County 25 business days after deposit in the United States mail, postage prepaid, addressed to the 26 recipient. 27 (C)A notice delivered by an overnight commercial courier service is effective one 28 County business day after deposit with the overnight commercial courier service, 10 I Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 1 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to 2 the recipient. 3 (D)A notice delivered by PDF document attached to an email is effective when 4 transmission to the recipient is completed (but, if such transmission is completed outside 5 of County business hours, then such delivery is deemed to be effective at the next 6 beginning of a County business day), provided that the sender maintains a machine 7 record of the completed transmission. 8 8.4 Claims Presentation. For all claims arising from or related to this Agreement, 9 nothing in this Agreement establishes, waives, or modifies any claims presentation 10 requirements or procedures provided by law, including the Government Claims Act (Division 3.6 11 of Title 1 of the Government Code, beginning with section 810). 12 Article 9 13 Termination and Suspension 14 9.1 Termination for Non-Allocation of Funds. The terms of this Agreement are 15 contingent on the approval of funds by the appropriating government agency. If sufficient funds 16 are not allocated, then the County, upon at least 30 days' advance written notice to the 17 Contractor, may: 18 (A) Modify the services provided by the Contractor under this Agreement in 19 cooperation with Contractor; or 20 (B) Terminate this Agreement. 21 9.2 Termination for Breach. 22 (A) Upon determining that a breach (as defined in paragraph (C) below) has 23 occurred, the County may give written notice of the breach to the Contractor. The written 24 notice may suspend performance under this Agreement, and must provide at least 30 25 days for the Contractor to cure the breach. 26 (B) If the Contractor fails to cure the breach to the County's reasonable satisfaction 27 within the time stated in the written notice, the County may terminate this Agreement 28 immediately. 11 I Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 1 (C) For purposes of this section, a breach occurs when, in the determination of the 2 County, the Contractor has: 3 (1) Obtained or used funds illegally or improperly; 4 (2) Failed to materially comply with any part of this Agreement; 5 (3) Submitted a substantially incorrect or incomplete report to the County; or 6 (4) Improperly performed any of its obligations under this Agreement. 7 9.3 Termination without Cause. In circumstances other than those set forth above, the 8 County may terminate this Agreement by giving at least 30 days advance written notice to the 9 Contractor. 10 9.4 No Penalty or Further Obligation. Any termination of this Agreement by the County 11 under this Article 6 is without penalty to or further obligation of the County. 12 9.5 County's Rights upon Termination. Upon termination for breach under this Article 13 6, the County may demand repayment by the Contractor of any monies disbursed to the 14 Contractor under this Agreement that, in the County's reasonable judgment, were not expended 15 in compliance with this Agreement. The Contractor shall promptly refund all such monies upon 16 demand. This section survives the termination of this Agreement. 17 Article 10 18 Independent Contractor 19 10.1 Status. In performing under this Agreement, the Contractor, including its officers, 20 agents, employees, and volunteers, is at all times acting and performing as an independent 21 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint 22 venturer, partner, or associate of the County. 23 10.2 Verifying Performance. The County has no right to control, supervise, or direct the 24 manner or method of the Contractor's performance under this Agreement, but the County may 25 verify that the Contractor is performing according to the terms of this Agreement. 26 10.3 Benefits. Because of its status as an independent contractor, the Contractor has no 27 right to employment rights or benefits available to County employees. The Contractor is solely 28 responsible for providing to its own employees all employee benefits required by law. The 12 I Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 1 Contractor shall save the County harmless from all matters relating to the payment of the 2 Contractor's employees, including compliance with Social Security withholding and all related 3 regulations. 4 10.4 Services to Others. The parties acknowledge that, during the term of this 5 Agreement, the Contractor may provide services to others unrelated to the County. 6 Article 11 7 Indemnity and Defense 8 11.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the 9 County (including its officers, agents, employees, and volunteers) against all claims, demands, 10 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and 11 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to 12 the performance or failure to perform by the Contractor (or any of its officers, agents, 13 subcontractors, or employees) under this Agreement. The County may conduct or participate in 14 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or 15 defend the County. 16 11.2 Survival. This Article 8 survives the termination of this Agreement. 17 Article 12 18 Insurance 19 12.1 The Contractor shall comply with all the insurance requirements in Exhibit D to this 20 Agreement. 21 Article 13 22 Inspections, Audits, and Public Records 23 13.1 Inspection of Documents. The Contractor shall make available to the County, and 24 the County may examine at any time during business hours and as often as the County deems 25 necessary, all of the Contractor's records and documentation with respect to the matters 26 covered by this Agreement, excluding attorney-client privileged communications. The Contractor 27 shall, upon request by the County, permit the County to audit and inspect all of such records 28 and data to ensure the Contractor's compliance with the terms of this Agreement. 13 I Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 1 13.2 State Audit Requirements. If the compensation to be paid by the County under this 2 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the 3 California State Auditor, as provided in Government Code section 8546.7, for a period of three 4 years after final payment under this Agreement. This section survives the termination of this 5 Agreement. 6 13.3 Public Records. The County is not limited in any manner with respect to its public 7 disclosure of this Agreement or any record or data that the Contractor may provide to the 8 County except as set forth in Section 7.1. The County's public disclosure of this Agreement or 9 any record or data that the Contractor may provide to the County may include but is not limited 10 to the following: 11 (A) The County may voluntarily, or upon request by any member of the public or 12 governmental agency, disclose this Agreement to the public or such governmental 13 agency. 14 (B) The County may voluntarily, or upon request by any member of the public or 15 governmental agency, disclose to the public or such governmental agency any record or 16 data that the Contractor may provide to the County, unless such disclosure is prohibited 17 by court order. 18 (C)This Agreement, and any record or data that the Contractor may provide to the 19 County, is subject to public disclosure under the Ralph M. Brown Act (California 20 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950). 21 (D)This Agreement, and any record or data that the Contractor may provide to the 22 County, is subject to public disclosure as a public record under the California Public 23 Records Act (California Government Code, Title 1, Division 10, Chapter 3, beginning 24 with section 7920.200) ("CPRA"). 25 (E) This Agreement, and any record or data that the Contractor may provide to the 26 County, is subject to public disclosure as information concerning the conduct of the 27 people's business of the State of California under California Constitution, Article 1, 28 section 3, subdivision (b). 14 I Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 1 (F) Any marking of confidentiality or restricted access upon or otherwise made with 2 respect to any record or data that the Contractor may provide to the County shall be 3 disregarded and have no effect on the County's right or duty to disclose to the public or 4 governmental agency any such record or data. 5 13.4 Public Records Act Requests. If the County receives a written or oral request 6 under the CPRA to publicly disclose any record that is in the Contractor's possession or control, 7 and which the County has a right, under any provision of this Agreement or applicable law, to 8 possess or control, then the County may demand, in writing, that the Contractor deliver to the 9 County, for purposes of public disclosure, the requested records that may be in the possession 10 or control of the Contractor. Within fifteen business days after the County's demand, the 11 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's 12 possession or control, together with a written statement that the Contractor, after conducting a 13 diligent search, has produced all requested records that are in the Contractor's possession or 14 control, or (b) provide to the County a written statement that the Contractor, after conducting a 15 diligent search, does not possess or control any of the requested records. The Contractor shall 16 cooperate with the County with respect to any County demand for such records. If the 17 Contractor wishes to assert that any specific record or data is exempt from disclosure under the 18 CPRA or other applicable law, it must deliver the record or data to the County and assert the 19 exemption by citation to specific legal authority within the written statement that it provides to 20 the County under this section. The Contractor's assertion of any exemption from disclosure is 21 not binding on the County, but the County will give at least 10 days' advance written notice to 22 the Contractor before disclosing any record subject to the Contractor's assertion of exemption 23 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs 24 or attorney's fees under the CPRA that results from the Contractor's delay, failure to produce 25 any such records, or failure to cooperate with the County with respect to any County demand for 26 any such records. 27 28 15 I Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 1 Article 14 2 Disclosure of Self-Dealing Transactions 3 14.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation, 4 or changes its status to operate as a corporation. 5 14.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a 6 self-dealing transaction, he or she shall disclose the transaction by completing and signing a 7 "Self-Dealing Transaction Disclosure Form" (Exhibit C to this Agreement) and submitting it to 8 the County before commencing the transaction or immediately after. 9 14.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is 10 a party and in which one or more of its directors, as an individual, has a material financial 11 interest. 12 Article 15 13 General Terms 14 15.1 Modification. Except as provided in Article 6, "Termination and Suspension," this 15 Agreement may not be modified, and no waiver is effective, except by written agreement signed 16 by both parties. The Contractor acknowledges that County employees have no authority to 17 modify this Agreement except as expressly provided in this Agreement. 18 15.2 Non-Assignment. Neither party may assign its rights or delegate its obligations 19 under this Agreement without the prior written consent of the other party. 20 15.3 Governing Law. The laws of the State of California govern all matters arising from 21 or related to this Agreement. 22 15.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno 23 County, California. The Contractor consents to California jurisdiction for actions arising from or 24 related to this Agreement, and, subject to the Government Claims Act, all such actions must be 25 brought and maintained in Fresno County. 26 15.5 Construction. The final form of this Agreement is the result of the parties' combined 27 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be 28 16 I Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 1 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement 2 against either party. 3 15.6 Days. Unless otherwise specified, "days" means calendar days. 4 15.7 Headings. The headings and section titles in this Agreement are for convenience 5 only and are not part of this Agreement. 6 15.8 Severability. If anything in this Agreement is found by a court of competent 7 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in 8 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of 9 this Agreement with lawful and enforceable terms intended to accomplish the parties' original 10 intent. 11 15.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall 12 not unlawfully discriminate against any employee or applicant for employment, or recipient of 13 services, because of race, religious creed, color, national origin, ancestry, physical disability, 14 mental disability, medical condition, genetic information, marital status, sex, gender, gender 15 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to 16 all applicable State of California and federal statutes and regulation. 17 15.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation 18 of the Contractor under this Agreement on any one or more occasions is not a waiver of 19 performance of any continuing or other obligation of the Contractor and does not prohibit 20 enforcement by the County of any obligation on any other occasion. 21 15.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement 22 between the Contractor and the County with respect to the subject matter of this Agreement, 23 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements, 24 publications, and understandings of any nature unless those things are expressly included in 25 this Agreement. If there is any inconsistency between the terms of this Agreement without its 26 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving 27 precedence as follows 1) the terms of this Agreement without its exhibits 2) the terms of the 28 17 I Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 1 exhibits to the Agreement 3) the terms of the Underlying Contract as defined herein, and 4) the 2 terms of the exhibits to the Underlying Contract. 3 15.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to 4 create any rights or obligations for any person or entity except for the parties. 5 15.13 Agent for Service of Process. The Contractor represents to County that the 6 Contractor's agent for service of process in California, and that such agent's address for 7 receiving such service of process in California, which information the Contractor shall maintain 8 with the office of the California Secretary of State, is as follows: 9 1505 Corporation 10 C T CORPORATION SYSTEM 11 AMANDA GARCIA 12 330 N BRAND BLVD 13 Glendale, CA 91203 14 Los Angeles County 15 The Contractor further represents to the County that if the Contractor changes its agent for 16 service of process in California, or the Contractor's agent for service of process in California 17 changes its address for receiving such service of process in California, which changed 18 information the Contractor shall maintain with the office of the California Secretary of State, the 19 Contractor shall give the County written notice thereof within five (5) calendar days thereof 20 pursuant to Article 5 of this Agreement. 21 22 15.14 Authorized Signature. The Contractor represents and warrants to the County that: 23 (A) The Contractor is duly authorized and empowered to sign and perform its 24 obligations under this Agreement. 25 (B) The individual signing this Agreement on behalf of the Contractor is duly 26 authorized to do so and his or her signature on this Agreement legally binds the 27 Contractor to the terms of this Agreement. 28 18 I Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 1 15.15 Electronic Signatures. The parties agree that this Agreement may be executed by 2 electronic signature as provided in this section. 3 (A) An "electronic signature" means any symbol or process intended by an individual 4 signing this Agreement to represent their signature, including but not limited to (1) a 5 digital signature; (2) a faxed version of an original handwritten signature; or (3) an 6 electronically scanned and transmitted (for example by PDF document) version of an 7 original handwritten signature. 8 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed 9 equivalent to a valid original handwritten signature of the person signing this Agreement 10 for all purposes, including but not limited to evidentiary proof in any administrative or 11 judicial proceeding, and (2) has the same force and effect as the valid original 12 handwritten signature of that person. 13 (C) The provisions of this section satisfy the requirements of Civil Code section 14 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, 15 Part 2, Title 2.5, beginning with section 1633.1). 16 (D) Each party using a digital signature represents that it has undertaken and 17 satisfied the requirements of Government Code section 16.5, subdivision (a), 18 paragraphs (1) through (5), and agrees that each other party may rely upon that 19 representation. 20 (E) This Agreement is not conditioned upon the parties conducting the transactions 21 under it by electronic means and either party may sign this Agreement with an original 22 handwritten signature. 23 15.16 Counterparts. This Agreement may be signed in counterparts, each of which is an 24 original, and all of which together constitute this Agreement. 25 [SIGNATURE PAGE FOLLOWS] 26 27 28 19 ii Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 1 The parties are signing this Agreement on the date stated in the introductory clause. 2 The Gordian Group, Inc dba in California as Mellon Group COUNTY OF FRESNO 3 Docu Signed by: 4 � W �°7ojAslA,w �Z.�~ 12DBAFOCE2B4409 IVICRU ICvv DdWnd IC1, Chief Customer Officer 5 Nathan Magsig, Chairman of the Board of 30 Patewood Drive, Suite 350 Supervisors of the County of Fresno 6 Greenville, SC 29615 Attest: 7 Bernice E. Seidel Clerk of the Board of Supervisors 8 County of Fresno, State of California 9 By: 10 Deputy 11 For accounting use only: 12 Org No.: 8935,8851,8830,8852,9015,4360,9020, 4365,9026,4510,9028,7205,9140,7295,8861, 13 8859,8860 Account No.: 7205,8150,7295 14 Fund No.: 1045,0400,0701,0001,0720,0700, 0710,0801,0400,0010 15 Subclass No.: 10000,10052,15001,10000,15000, 11000,16900,10061,10059,10060 16 17 18 19 20 21 22 23 24 25 26 27 28 20 I Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit A 1 Scope of Services 2 3 1. Definitions. 4 a. JOC-Job Order Contracting, for on-call County construction contracts. 5 b. TaskCatalog®- Construction task catalog for JOC contractors to use to calculate their 6 bids. 7 2. Obligations of the Contractor: The Contractor shall provider the Gordian JOC 8 Solution® services and JOC Complete Solution® products and support services, as specified in 9 section 2 and 3 below. Contractor shall provide standard development, implementation and 10 ongoing technical support for its JOC products and services as provided to the County. On or 11 after the Effective Date of this Agreement, the development and implementation services shall 12 be performed for the County's Internal Services Department (ISD) and the County's Public 13 Works and Planning Department (PWP) (collectively referred to in this Exhibit A as "County 14 Department"). 15 An independent JOC program is defined as a program that requires preparing County 16 Department-specific JOC contract documents and County Department-specific execution 17 procedures, procuring County Department-specific JOC contractors, providing access to 18 eGordian® software for County Department staff and JOC contractors, as well as necessary 19 training for County Department staff and JOC contractors. 20 The Gordian JOC Solution® is a unique, indefinite quantity procurement process that 21 helps facility and infrastructure owners complete a large number of repairs, remodeling, and 22 other repetitive work with a single, competitively bid contract. Unlike traditional bidding, where 23 each project is identified, designed and then put out to bid, JOC establishes competitively bid 24 per unit prices up front, and eliminates the need to separately bid each such project. 25 a. The Contractor shall provide experienced staff to the County Department, 26 who shall be responsible for the development, implementation, and ongoing support of each 27 independent JOC program for the County Department during the term of this Agreement. The 28 Contractor's staff shall report directly to the appropriate County representatives (as provided to A-1 I Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit A 1 the Contractor by the County) and shall be available to assist the County with any JOC-related 2 issues. 3 b. The Contractor shall be responsible for conducting the activities necessary for 4 establishing the structure of a County Department's specific JOC program, informing County 5 Department staff as well as the contracting community about JOC best practices, assisting with 6 procurement of the actual JOC contractors, and assisting with development and/or modification of 7 the actual procedures the County Department shall use in executing the JOC program. The specific 8 services the Contractor shall provide will include: development of the JOC program structure/bidding 9 strategy; preparation of and conducting of 1) pre-bid seminars 2) an external marketing programs ; 10 3) an internal marketing program. and the coordination and development of JOC execution 11 procedures. 12 b. The Contractor shall be responsible for developing and conducting a 13 comprehensive JOC training program for any new County or JOC Contractor staff, which shall 14 include different course modules. The Contractor shall develop a comprehensive JOC training 15 program that provides specialized training to County Department staff and JOC contractors. The 16 training program must enable County personnel and JOC contractors to acquire a proficiency in 17 JOC methodology and the Task Catalog created by the Contractor, and skills in the use of all 18 necessary tools. Although this additional service reflects the needs and requirements of the 19 County, specific services to be provided by the Contractor shall include: 20 i. development of a "hands on" training program based on 21 approved County policies and procedures. Training may occur onsite or via recordable webinar 22 for archiving purposes. Training will include development and production of a comprehensive 23 training and reference manual with sample Work Order letters, flow charts and forms. The 24 training courses will include practical exercises which shall be based on actual County projects. 25 Training will incorporate all the activities necessary to give County personnel and JOC 26 contractors the expertise to implement, manage and use the JOC program. All training material 27 shall be subject to review by the County. 28 A-2 I Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit A 1 All JOC contract order invoicing shall provide all information listed as listed in section 3.1 of 2 the Agreement for ISD or PWP. 3 d. The Contractor will be responsible for providing comprehensive JOC follow- 4 up support to each user County Department for the administration of its JOC program. The 5 Contractor will monitor the overall program and prepare any standard status reports required by 6 the County. Support services will include, but are not limited to, unlimited toll-free JOC Software 7 support, access to all applicable JOC Software updates and additional functionality, updating for 8 each new JOC construction contract the Construction Task Catalog® (CTC), technical 9 specifications, contract and general conditions and bid documents, providing procurement 10 assistance for new JOC contracts, providing training for new County and JOC contractor staff, 11 and providing standard forms and reports requested by the County. The CTC shall be 12 developed for each individual Job Order Contract. The CTC must contain a comprehensive 13 listing of all construction tasks and related work items necessary for projects involving alteration, 14 renovation, rehabilitation and/or minor new construction and incorporate local pricing. Each 15 construction task specified in the CTC must include a task description, a unit of measurement, 16 and a unit price. Each unit price must contain fully-developed costs for the performance of the 17 construction task specified, including, without limitation, the costs specified below: 18 1. Direct cost of material and equipment, including, without limitation, transportation to 19 the site and sales and personal property taxes, if required. 20 2. Direct cost of labor, including, without limitation, prevailing wages for all required labor 21 classifications in accordance with the prevailing wage determinations established by the State of 22 California or the state of the Participating Public Agency. 23 3. Annual adjustments to market conditions and updates to CTC at the County's 24 requests (maximum 3 per year). Adjustments shall be automatically updated whenever the 25 contract is renewed or extend. (Note: the overall adjustment factor shall be multiplied by the 26 local Construction Cost Index per ENR for that term 27 e. Contractor will be responsible for providing a license for an unlimited 28 A-3 I Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit A 1 number of users for the County to access Gordian's web-based JOC system, which includes the 2 JOC Software eGordian® and Construction Task Catalog®. The JOC Software will be capable 3 of generating the JOC documents including independent cost estimates, JOC contractor price 4 proposals, job orders, and management reports and forms. The County's standard reports and 5 forms will be incorporated as requested. 6 3. The JOC CompleteSolution®will be utilized by Department if Departments require 7 services that are excluded in the Gordian JOC Solution® service package. Such services 8 include project managers to assist the County Department with developing job orders, from 9 project identification through to the issuance of the job orders. All information the Contractor 10 receives from the County shall be treated as confidential, and shall not be released or discussed 11 with an outside party without the written consent of the County. 12 The Contractor shall provide to County the following: 13 a. Program Support 14 1. Provide strategic guidance to the project team; 15 2. Monitor program performance, as requested; 16 3. Integrate successful experiences from other agencies using JOC; 17 4. Identify and consult on major program issues; 18 5. Provide guidance and interpretations on procedures; 19 6. Assist with interpretation of the Construction Task Catalog® including: 20 i. Resolve Construction Task Catalog® issues; and 21 ii. Manage revisions to the Construction Task Catalog®. 22 7. Conduct annual on-site reviews of the JOC program, as requested; and 23 8. Prepare program evaluations, as requested. 24 b. Procurement and Document Maintenance Support (On-Site) 25 1. Provide assistance with modifications to the contract and general 26 conditions; 27 2. Provide assistance with modifications to the instructions to bidders; 28 3. Conduct research to identify recurring use of new, unpriced tasks; A-4 ii Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit A 1 4. Coordinate preparation of updated Construction Task Catalogs®; 2 5. Coordinate preparation of updated technical specifications; 3 6. Conduct informational seminars for local groups, as requested; and 4 7. Assist with bidding new JOC contracts including: 5 i. Conduct pre-bid meetings with potential contractors; and 6 ii. Assist with bid review and JOC contractor selection, as requested. 7 c. Procurement and Document Maintenance Support (Off-Site) 8 1. Update and enhance the customized Construction Task Catalog®including: 9 i. Maintain the integrity of the CSI numbering system; 10 ii. Improve task descriptions; 11 iii. Develop descriptions for new, recurring unpriced tasks; 12 iv. Remove outdated tasks that are no longer used or available; 13 v. Monitor local area pricing; 14 vi. Incorporate current construction practices and materials; and 15 vii. Publish a new Construction Task Catalog®for each additional 16 solicitation. 17 viii. Review and confirm that the Construction Task Catalog®. provided to 18 the County to release in bid documents is complete and accurate prior 19 to providing to County for bid release. 20 21 2. Update and enhance customized technical specifications including: 22 i. Develop new specifications for new, recurring unpriced tasks; 23 ii. Incorporate current construction practices, standards and materials; 24 and 25 iii. Publish new technical specifications for each additional solicitation 26 d. Training Support 27 1. Update the training manual to reflect any changes in procedures; 28 2. Conduct JOC procedures refresher training for staff, as requested; A-5 ii Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit A 1 3. Conduct JOC procedures training for new staff; 2 4. Provide hands-on training for new staff in the areas of: 3 i. Project identification and development; 4 ii. Joint scope meetings; 5 iii. Project scope development; 6 iv. Proposal development and preparation; and 7 v. Proposal review and variance resolution. 8 5. Conduct JOC Software training including: 9 i. Provide on-site software assistance, as needed or requested; 10 ii. Provide refresher training for current staff; 11 iii. Provide on-site/internet-based training for new releases of the 12 software; 13 iv. Provide on-site/internet-based training for all new staff; and 14 v. Provide internet based training for current and new staff. 15 e. Software Support 16 1. Provide unlimited access to the JOC Software for County employees; 17 2. Provide software technical support, including: 18 i. Maintain software access for staff; 19 ii. ii. Set up software access for new staff; and 20 iii. Provide systems support in connection with the software. 21 3. Provide access to all new releases of the software; 22 4. Write, test and finalize modifications to existing reports, as requested; 23 5. Write, test and finalize new reports, as agree to by the parties; and 24 6. Provide toll-free technical support from 8 AM EST thru 10 PM EST, Monday 25 through Friday, excluding holidays. Telephone technical support may be 26 contacted at 800-874-2291 27 28 A-6 I Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit B 1 Compensation 2 The Contractor will be compensated for performance of its services under this 3 Agreement as provided in this Exhibit B. The Contractor is not entitled to any compensation 4 except as expressly provided in this Exhibit B 5 1. The Client License Fee below shall be applied to each separately 6 implemented JOC system within the County. For example, if multiple departments within the 7 County implement separate JOC systems, the Client License Fee shall apply to each 8 organization. Separate JOC systems consist of each department or entity within the County 9 implementing their own JOC contracts, training programs, and utilizing their own project 10 managers. As of the Effective Date, two County departments are setting up separate JOC 11 systems, the ISD and PWP departments. The Client License fee shall be invoiced to each 12 Department, and payable upon the issuance of a Job Order from the County to a JOC 13 contractor. 14 a. Client License fee: one and ninety-five hundredths (1.95%) percent of 15 the value of construction procured by the County thereafter. 16 2. The Contractor License Fee shall apply to each JOC contract awarded by the 17 County and shall be assessed and collected directly from the JOC contractors. 18 a. Contractor License fee: One(1%) percent of the value of construction 19 procured. 20 from the JOC contractor by the County. 21 3. Additional Services- The Contractor will provide the additional services set forth 22 in this Section 3 upon request of the County. 23 a. Job Order Development Fee- Three and five hundredths' percent 24 (3.05%) of the value of each Job Order for which Job Order Development services are provided. 25 The Job Order Development Fee is assessed in addition to the Client License Fee. However, 26 Job Order Development services are provided at no additional cost for the initial $8,000,000 in 27 construction volume for new JOC programs. The Job Order Development Fee is payable upon 28 the issuance of a Job Order from the County to a JOC contractor. B-1 I Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit B 1 b. Construction Management Fee: Five and ninety-five hundredths' percent 2 (5.95%) of the value of each Job Order for which construction management services are 3 provided. 4 The Construction Management Fee is assessed in addition to the Client License Fee 5 and, if applicable, the Job Order Development Fee. The Construction Management Fee is 6 payable upon completion and acceptance of the work by the County. In the event a Job Order 7 requires more than sixty (60) days to complete, Gordian may invoice the County monthly on a 8 percentage-of completion basis. 9 c. ezIQC Fee: Six and twenty-five hundredths' percent (6.25%) of 10 the value of construction procured by an Omnia member. 11 The Contractor can support the cooperative utilization of the County's JOC contracts by 12 Omnia members within a designated geographic area. Gordian refers to this as our ezIQC 13 solution, designed to enable smaller agencies to obtain the benefits of JOC contracts without 14 having to devote resources to the implementation and management of their own JOC programs. 15 With ezIQC, Gordian will assist Omnia and the County in the marketing of the County's JOC 16 contracts as Omnia contracts and will facilitate an Omnia member's utilization of the contracts 17 by providing the Job Order Development services described above for every Job Order 18 procured by an Omnia member through the County's JOC contracts. In consideration for the 19 software, data and services facilitating these purchases, Gordian will assess the ezIQC Fee. 20 In order to streamline the procurement of these services for Omnia members, the ezIQC 21 Fee can be incorporated into the JOC contractor's adjustment factor for cooperative purchases 22 by entities other than the County. Upon completion of the project and receipt of payment by the 23 Omnia member, Gordian will invoice and collect the ezIQC Fee directly from the JOC contractor 24 as under this method the cost is included in the cost of construction assessed to the Omnia 25 member. The ezIQC Fee is exclusive of any administrative fee charged by Omnia, and upon 26 request Gordian can invoice and collect any Omnia administrative fees from the JOC 27 contractors through the same process. 28 B-2 I Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit B 1 Gordian's Assessment & Planning, ROPA, Sustainability and Space Utilization products 2 and services can also be provided. 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 B-3 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit C Self-Dealing Transaction Disclosure Form In order to conduct business with the County of Fresno ("County"), members of a contractor's board of directors ("County Contractor"), 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 directors has a material financial interest." The definition above will be used 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. The form must be signed by the board member that is involved in the self-dealing transaction described in Sections (3) and (4). C-1 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit C (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) (4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code § 5233 (a) (5) Authorized Signature Signature: Date: C-2 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit D Insurance Requirements 1. Required Policies Without limiting the County's right to obtain indemnification from the Contractor or any third parties, the 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. (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) Professional Liability. Professional liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million Dollars ($3,000,000). If this is a claims-made policy, then (1) the retroactive date must be prior to the date on which services began under this Agreement; (2)the Contractor shall maintain the policy and provide to the County annual evidence of insurance for not less than five years after completion of services under this Agreement; and (3) if the policy is canceled or not renewed, and not replaced with another claims-made policy with a retroactive date prior to the date on which services begin under this Agreement, then the Contractor shall purchase extended reporting coverage on its claims-made policy for a minimum of five years after completion of services under this Agreement. (F) Cyber Privacy & Security/Technology Errors & 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. (G)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, D-1 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit D 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) Contractor's failure to properly handle, manage, store or otherwise control personally identifiable information in Contractor's care or control; (ii) a failure of Contractor's network security to protect against destruction, deletion or corruption of the County's electronic data, denial of service attacks against Internet sites or computers; or transmission of viruses to the County's computers and systems;(iii) data recovery replace, restore, or recollect Digital Assets from written records or from partially or fully matching electronic data records due to their alteration, corruption, or destruction from a failure of section (ii) above; (iv)failure to timely disclose data breach or Security Breach; (v) cyber extortion; and (vi) data breach response costs, including Security Breach response costs. 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 , 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 professional liability insurance certificate, if it is a claims-made policy, must also state the retroactive date of the policy, which must be prior to the date on which services began under this Agreement. D-2 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit D (v) 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. (vi) The cyber liability insurance certificate must also state that it is endorsed, and include an endorsement, to cover the full replacement value of damage to, alteration of, loss of, or destruction of intangible property (including but not limited to information or data) that is in the care, custody, or control of the Contractor. (B) Acceptability of Insurers. All insurance policies required under this Agreement must be issued by admitted insurers licensed to do business in the State of California and possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no less than A: VI I. (C) Notice of Cancellation or Change. For each insurance policy required under this Agreement, the Contractor shall provide to the County, or ensure that the policy requires the insurer to provide to the County, written notice of any cancellation or change in the policy as required in this paragraph. For cancellation of the policy for nonpayment of premium, the Contractor shall, or shall cause the insurer to, provide written notice to the County not less than 30 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.. (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 D-3 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit D insurance requirements provided in this Agreement. This paragraph does not authorize the Contractor to provide services under this Agreement using subcontractors. D-4 ii Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit E 1 A. Definitions. 2 Capitalized terms used in this Exhibit# E have the meanings set forth in this section A. 3 "Authorized Employees" means the Contractor's employees who have access to Personal 4 Information. 5 "Authorized Persons" means: (i) any and all Authorized Employees; and (ii) any and all of the 6 Contractor's subcontractors, representatives, agents, outsourcers, and consultants, and providers of 7 professional services to the Contractor, who have access to Personal Information and are bound by law or 8 in writing by confidentiality obligations sufficient to protect Personal Information in accordance with the 9 terms of this Exhibit# E. 10 "Director" means the County's Director of Internal Services/Chief Information Officer or his or her 11 designee. 12 "Disclose" or any derivative of that word means to disclose, release, transfer, disseminate, or 13 otherwise provide access to or communicate all or any part of any Personal Information orally, in writing, or 14 by electronic or any other means to any person. 15 "Person" means any natural person, corporation, partnership, limited liability company, firm, or 16 association. 17 "Personal Information" means any and all information, including any data provided, or to which 18 access is provided, to the Contractor by or upon the authorization of the County, including but not limited to 19 vital records, that: (i) identifies, describes, or relates to, or is associated with, or is capable of being used to 20 identify, describe, or relate to, or associate with, a person (including, without limitation, names, physical 21 descriptions, signatures, addresses, telephone numbers, e-mail addresses, education, financial matters, 22 employment history, and other unique identifiers, as well as statements made by or attributable to the 23 person); (ii) is used or is capable of being used to authenticate a person (including, without limitation, 24 employee identification numbers, government-issued identification numbers, passwords or personal 25 identification numbers (PINs), financial account numbers, credit report information, answers to security 26 questions, and other personal identifiers); or is personal information within the meaning of California Civil 27 Code section 1798.3, subdivision (a), or 1798.80, subdivision (e). Personal Information does not include 28 publicly available information that is lawfully made available to the general public from federal, state, or local E-1 ii Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit E 1 government records. 2 "Privacy Practices Complaint" means a complaint received by the County alleging a Security 3 Breach by Contractor. Such complaint shall have sufficient detail to enable the Contractor to promptly 4 investigate and take remedial action under this Exhibit# E. 5 "Security Safeguards" means physical, technical, administrative or organizational security 6 procedures and practices put in place by the Contractor(or any Authorized Persons)that relate to the 7 protection of the security, confidentiality, value, or integrity of Personal Information. Security Safeguards 8 shall satisfy the minimal requirements set forth in subsection C.(5) of this Exhibit# E. 9 "Security Breach" means (i) any act or omission that compromises either the security, 10 confidentiality, value, or integrity of any Personal Information or the Security Safeguards, or(ii) any 11 unauthorized Use, Disclosure, or modification of, or any loss or destruction of, or any corruption of or 12 damage to, any Personal Information. 13 "Use" or any derivative thereof means to receive, acquire, collect, apply, manipulate, employ, 14 process, transmit, disseminate, access, store, disclose, or dispose of Personal Information. 15 B. Standard of Care. 16 (1)The Contractor acknowledges that, in the course of its engagement by the County under this 17 Agreement, the Contractor, or any Authorized Persons, may Use Personal Information only as permitted in 18 this Agreement. 19 (2)The Contractor acknowledges that Personal Information is deemed to be confidential information 20 of, or owned by, the County (or persons from whom the County receives or has received Personal 21 Information) and is not confidential information of, or owned or by, the Contractor, or any Authorized 22 Persons. The Contractor further acknowledges that all right, title, and interest in or to the Personal 23 Information remains in the County (or persons from whom the County receives or has received Personal 24 Information) regardless of the Contractor's, or any Authorized Person's, Use of that Personal Information. 25 (3)The Contractor agrees and covenants in favor of the County that the Contractor shall: (i) keep 26 and maintain all Personal Information in strict confidence, using such degree of care under this Subsection 27 B as is reasonable and appropriate to avoid a Security Breach; (ii) Use Personal Information exclusively for 28 the purposes for which the Personal Information is made accessible to the Contractor pursuant to the terms E-2 ii Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit E 1 of this Exhibit# E; (iii) not Use, Disclose, sell, rent, license, or otherwise make available Personal 2 Information for the Contractor's own purposes or for the benefit of anyone other than the County, without 3 the County's express prior written consent, which the County may give or withhold in its sole and absolute 4 discretion; and (iv) not, directly or indirectly, Disclose Personal Information to any person (an "Unauthorized 5 Third Party") other than Authorized Persons pursuant to this Agreement, without the Director's express prior 6 written consent. 7 Notwithstanding the foregoing paragraph, in any case in which the Contractor believes it, or any 8 Authorized Person, is required to disclose Personal Information to government regulatory authorities, or 9 pursuant to a legal proceeding, or otherwise as may be required by applicable law, the Contractor shall (a) 10 immediately notify the County of the specific demand for, and legal authority for the disclosure, including 11 providing the County with a copy of any notice, discovery demand, subpoena, or order, as applicable, 12 received by the Contractor, or any Authorized Person, from any government regulatory authorities, or in 13 relation to any legal proceeding, and (b) promptly notify the County before such Personal Information is 14 offered by the Contractor for such disclosure so that the County may have sufficient time to obtain a court 15 order or take any other action the County may deem necessary to protect the Personal Information from 16 such disclosure, and the Contractor shall cooperate with the County to minimize the scope of such 17 disclosure of such Personal Information. 18 The Contractor shall remain liable to the County for the actions and omissions of any Unauthorized 19 Third Party concerning its Use of such Personal Information as if they were the Contractor's own actions 20 and omissions. 21 C. Information Security. 22 (1) The Contractor covenants, represents and warrants to the County that the Contractor's Use of 23 Personal Information under this Agreement does and shall at all times comply with all federal, state, and 24 local, privacy and data protection laws, as well as all other applicable regulations and directives, including 25 but not limited to California Civil Code, Division 3, Part 4, Title 1.81 (beginning with section 1798.80), and 26 the Song-Beverly Credit Card Act of 1971 (California Civil Code, Division 3, Part 4, Title 1.3, beginning with 27 section 1747). 28 (2) The Contractor covenants, represents and warrants to the County that, as of the Effective Date, E-3 ii Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit E 1 the Contractor has not received notice of any violation of any privacy or data protection laws, as well as any 2 other applicable regulations or directives, and is not the subject of any pending legal action or investigation 3 by, any government regulatory authority regarding same. 4 (3) Without limiting the Contractor's obligations under subsection C.(1) of this Exhibit# E, the 5 Contractor's (or Authorized Person's) Security Safeguards shall be no less rigorous than accepted industry 6 practices and, at a minimum, include the following: (i) limiting Use of Personal Information strictly to the 7 Contractor's and Authorized Persons' technical and administrative personnel who are necessary for the 8 Contractor's, or Authorized Persons', Use of the Personal Information pursuant to this Agreement;(ii) 9 ensuring that all of the Contractor's connectivity to the County will be through a supported browser meeting 10 the requirements for (https/Port 443)to access the internet, (iii)to the extent that they contain or provide 11 access to Personal Information, (a) securing the Contractor's business facilities, data centers, paper files, 12 servers, back-up systems and computing equipment, operating systems, and software applications, 13 including, but not limited to, all mobile devices and other equipment, operating systems, and software 14 applications with information storage capability; (b) employing adequate controls and data security 15 measures with respect to the Contractor Facilities and Equipment), both internally and externally, to protect 16 (1) the Personal Information from potential loss or misappropriation, or unauthorized Use, and (2)the 17 County's operations from disruption and abuse; (c) having and maintaining network, device application, 18 database and platform security; (d) maintaining authentication and access controls within media, computing 19 equipment, operating systems, and software applications; and (e) installing and maintaining in all mobile, 20 wireless, or handheld devices a secure internet connection, having continuously updated anti-virus software 21 protection and a remote wipe feature always enabled; (iv) encrypting all Personal Information at rest with 22 native Azure encryption, or other similar standard; (v) County's data is stored in a multi-tenant database 23 logically separated from other customers. Personal Information, if any, collected/stored/transmitted for the 24 purpose of performing the Service is stored within the same logically separated tenant where the rest of the 25 County's data is stored; (vi) having a patch management process including installation of all operating 26 system/software vendor security patches; (vii) maintaining appropriate personnel security and integrity 27 procedures and practices, including, but not limited to, conducting background checks of Authorized 28 Employees consistent with applicable law; and (viii) providing appropriate privacy and information security E-4 ii Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit E 1 training to Authorized Employees. 2 (4) During the term of each Authorized Employee's employment by the Contractor, the Contractor 3 shall cause such Authorized Employees to abide strictly by the Contractor's obligations under this Exhibit# 4 E. The Contractor further agrees that it shall maintain a disciplinary process to address any unauthorized 5 Use of Personal Information by any Authorized Employees. 6 (5)The Contractor shall, in a secure manner, backup daily, or more frequently if it is the 7 Contractor's practice to do so more frequently, Personal Information received from the County, and the 8 County shall have access to such backups in accordance with Contractor's then-current back-up policies 9 (6)The Contractor shall provide the County with the name and contact information for each 10 Authorized Employee (including such Authorized Employee's work shift, and at least one alternate 11 Authorized Employee for each Authorized Employee during such work shift)who shall serve as the 12 County's primary security contact with the Contractor and shall be available to assist the County 24 hours 13 per day, seven days per week as a contact in resolving the Contractor's and any Authorized Persons' 14 obligations associated with a Security Breach or a Privacy Practices Complaint. 15 D. Security Breach Procedures. 16 (1) Promptly, and without undue delay, upon the Contractor's confirmation of a Security Breach, the 17 Contractor shall (a) notify the Director of the Security Breach, such notice to be given first by telephone at 18 the following telephone number, followed promptly by email at the following email address: (559) 600-5900 19 /incidents@fresnocountyca.gov (which telephone number and email address the County may update by 20 providing notice to the Contractor), and (b) preserve all relevant evidence (and cause any affected 21 Authorized Person to preserve all relevant evidence) relating to the Security Breach. The notification shall 22 include, to the extent reasonably possible, the identification of each type and the extent of Personal 23 Information that has been, or is reasonably believed to have been, breached, including but not limited to, 24 compromised, or subjected to unauthorized Use, Disclosure, or modification, or any loss or destruction, 25 corruption, or damage. 26 (2) Shortly following the Contractor's notification to the County of a Security Breach, as provided 27 pursuant to subsection D.(1) of this Exhibit# E, the Contractor shall investigate the Security Breach and 28 provide the County with information relevant to the access to and/or loss of control of any County Personal E-5 ii Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit E 1 Information.. In the event a Security Breach occurs as a result of Contractor's failure to follow its security 2 obligations set forth herein, the Contractor shall, with respect to a Security Breach, be solely responsible, at 3 its cost, for all notifications required by law and regulation. The Contractor shall provide a written report of 4 the investigation and reporting required to the Director within 30 days of completion of Contractor's 5 investigation of the Security Breach. 6 (3)The County shall promptly notify the Contractor of the Director's knowledge, or reasonable 7 belief, of any Privacy Practices Complaint, and upon the Contractor's receipt of notification thereof, the 8 Contractor shall promptly address such Privacy Practices Complaint, including taking any corrective action 9 under this Exhibit# E, all at the Contractor's sole expense, in accordance with applicable privacy rights, 10 laws, regulations and standards. In the event the Contractor discovers a Security Breach, the Contractor 11 shall treat the Privacy Practices Complaint as a Security Breach. The Contractor shall notify the County 12 whether the matter is a Security Breach, or otherwise has been corrected and the manner of correction, or 13 determined not to require corrective action and the reason therefor. 14 (4)The Contractor shall take prompt corrective action to respond to and remedy any Security 15 Breach and take reasonable mitigating actions, including but not limiting to, preventing any reoccurrence of 16 the Security Breach and correcting any deficiency in Security Safeguards as a result of such incident, all at 17 the Contractor's sole expense, in accordance with applicable privacy rights, laws, regulations and 18 standards. The Contractor shall reimburse the County for all reasonable costs incurred by the County in 19 responding to, and mitigating damages caused by, any Security Breach, including all costs of the County 20 incurred in relation to any litigation or other action described in subsection D.(5) of this Exhibit# E to the 21 extent applicable: (1) the cost of providing affected individuals with credit monitoring services for a specific 22 period not to exceed 12 months, to the extent the incident could lead to a compromise of the data subject's 23 credit or credit standing; (2) call center support for such affected individuals for a specific period not to 24 exceed 30 days; and (3)the cost of any measures required under applicable laws. 25 E. Oversight of Security Compliance. 26 (1)The Contractor shall have and maintain a written information security policy that specifies 27 Security Safeguards appropriate to the size and complexity of the Contractor's operations and the nature 28 and scope of its activities. E-6 ii Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit E 1 (2). Upon written request of the County, the Contractor shall provide the County with the customer 2 facing results of any audit by or on behalf of the Contractor that assesses the effectiveness of the 3 Contractor's information security program as relevant to the security and confidentiality of Personal 4 Information Used by the Contractor or Authorized Persons during the course of this Agreement under this 5 Exhibit# E, subject to any Contractor confidentiality requirements related to such information.. 6 (3)The Contractor shall ensure that all Authorized Persons who Use Personal Information agree to 7 the same restrictions and conditions in this Exhibit# E. that apply to the Contractor with respect to such 8 Personal Information by incorporating the relevant provisions of these provisions into a valid and binding 9 written agreement or policies between the Contractor and such Authorized Persons, or amending any 10 written agreements or policies to provide same. 11 F. Return or Destruction of Personal Information. 12 At any time during the term of this Agreement, the County may download any of its data out of the 13 Contractor's eGordian system. Upon the termination of this Agreement, the County may request 14 Contractor to provide such data to the County, which will be provided in a flat file format. All County 15 information, including Personal Information in any Contractor system will be destroyed in accordance with 16 the Contractor's standard data destruction policies. If return or disposal of such Personal Information or 17 copies of Personal Information is not feasible, the Contractor shall notify the County accordingly, specifying 18 the reason, and continue to extend the protections of this Exhibit# E to all such Personal Information and 19 copies of Personal Information. The Contractor shall not retain any copy of any Personal Information after 20 returning or disposing of Personal Information as required by this section F. The Contractor's obligations 21 under this section F survive the termination of this Agreement and apply to all Personal Information that the 22 Contractor retains if return or disposal is not feasible and to all Personal Information that the Contractor 23 may later discover. 24 G. Equitable Relief. 25 The Contractor acknowledges that any breach of its covenants or obligations set forth in this Exhibit 26 # E may cause the County irreparable harm for which monetary damages would not be adequate 27 compensation and agrees that, in the event of such breach or threatened breach, the County is entitled to 28 seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief E-7 ii Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit E 1 that may be available from any court, in addition to any other remedy to which the County may be entitled 2 at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other 3 remedies available to the County at law or in equity or under this Agreement. 4 H. Indemnification. 5 The Contractor shall defend, indemnify and hold harmless the County, its officers, employees, and 6 agents, (each, a "County Indemnitee")from and against any and all infringement of intellectual property 7 including, but not limited to infringement of copyright, trademark, and trade dress, , including attorney's fees 8 and costs, the cost of enforcing any right to indemnification or defense under the Agreement and the cost of 9 pursuing any insurance providers, arising out of or resulting from any third party claim or action against any 10 County Indemnitee in relation to the Contractor's, its officers, employees, or agents, or any Authorized 11 Employee's or Authorized Person's, performance or failure to perform under this Exhibit# E or arising out 12 of or resulting from the Contractor's failure to comply with any of its obligations under this section H. The 13 provisions of this section H do not apply to the acts or omissions of the County. The provisions of this 14 section H are cumulative to any other obligation of the Contractor to, defend, indemnify, or hold harmless 15 any County Indemnity under this Agreement. The provisions of this section H shall survive the termination 16 of this Agreement. 17 I. Survival. 18 The respective rights and obligations of the Contractor and the County as stated in this Exhibit# E 19 shall survive the termination of this Agreement. 20 J. No Third Party Beneficiary. 21 Nothing express or implied in the provisions of in this Exhibit# E is intended to confer, nor shall 22 anything herein confer, upon any person other than the County or the Contractor and their respective 23 successors or assignees, any rights, remedies, obligations or liabilities whatsoever. 24 L. No County Warranty. 25 The County does not make any warranty or representation whether any Personal Information in the 26 Contractor's (or any Authorized Person's) possession or control, or Use by the Contractor(or any 27 Authorized Person), pursuant to the terms of this Agreement is or will be secure from unauthorized Use, or 28 a Security Breach or Privacy Practices Complaint. E-8 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit F Subject: Hostage Situations Fresno County nor Juvenile Justice Campus Policy Number: 326.0 Policy Manual Page: 1 of 2 Date Originated: April 1, 2004 Authority: Title 15; Section 1327; Date Revised: February 1, 2008 California Code of Regulations It is imperative for the safety and security of all persons within Juvenile Justice Campus (JJC)facilities, as well as for those in the community, that minors are not allowed to leave the secure confines of the facilities by the taking of a hostage(s). If successful in securing a release through these means minors would be much more likely in the future to use this practice again in an attempt to escape the confines of the facilities. This would put those visiting and working at the JJC at higher level of risk and would jeopardize the safety of the community if the minor was in fact successful in securing his/herrelease. The JJC is a "no-hostage" facility. This means that minors will not be released from custody under any circumstances due to the taking of a hostage(s). Any staff person taken hostage, no matter what their rank or status, immediately loses their authority and any orders issued by that person will not be followed. I. HOSTAGE SITUATION PROCEDURES A. If any minor(s) and/or other person(s) in the facility attempt to hold any person hostage, and they do not respond to verbal commands to stop staff will immediately notify the Watch Commander. He/she will respond to the location and assess the situation. If a hostage situation is in progress the Watch Commanderwill: 1. Summon assistance from other officers as required. 2. Establish a secure perimeter around the hostage takers and allow no one to pass into it for any reason without authorization. Risks should not be taken that might allow the taking of additional hostages. 3. Evacuate all non-essential persons at the scene to a safe location or any housing pod that is not directly involved in the incident. 4. Direct officers to place minors in uninvolved housing pods in their rooms and have them remain there until directed otherwise. Minors outside of housing pods will remain in place under officer supervision until it is safe to return to their respective housing pods or any housing pod that is not directly involved in the incident. 5. Immediately notify the Director or the Probation Services Manager/Assistant Director in his/her absence and confer with higher authority as to action to be taken. Administration in turn will notify the Chief. B. The Fresno Sheriff's Dispatch Center (488-3111)will be notified immediately and a request for a trained hostage negotiator and other emergency personnel will be made as needed. Prior to the arrival of the Sheriff Department's hostage negotiator the Watch Commander will attempt to ascertain: F-1 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Subject: Hostage Situation Exhibit F Policy #: 326.0 Page 2 of 2 1. The number and identity of both the hostages and hostagetakers; 2. Any known weapons possessed by the hostagetakers; 3. The demands of the hostage takers. C. The Watch Commander will retain and direct departing custody officers, as well as, available Probation peace officer staff to assist with security and safety needs, as necessary. Additional Juvenile Correctional Officers should be called in as may be needed to insure the safe and secure operation of thefacility. D. The Watch Commander will coordinate with the Sheriff's Department all activities taken to resolve the hostage situation, including the use of appropriate force, and will maintain control of the facility until relieved of that duty by the presence of a Probation Services Manager/Assistant Director, Director, or the Chief Probation Officer. E. Once the hostage situation has been resolved the minors involved should be housed in the most secure setting available and all appropriate charges should be filed. F. Each officer and/or non-sworn staff member who was involved or observed the incident will complete an incident report and if required, the appropriate critical incident evaluation report(s) regarding the details of the incident prior to the end of his/her shift. (See Incident Report, located in JAS Probation View, under"Word Templates".) G. The Watch Commander will prepare a Critical Incident Investigation Report, using the Critical Incident Evaluation Report - Page 2 report form and the critical incident evaluation report(s) completed by the reporting persons at the time of the incident. II. PARENTAL AND MEDIA INFORMATION A. Attempts will be made at the direction of Administration to reach the families of the hostages to advise them of the situation. Notification will also be made to the parents of the hostage takers as deemed appropriate. B. All media inquiries will be referred to the Chief's office per departmental policy. III. SECURITY AND OPERATIONAL REVIEW A. Once the incident has been resolved a team will be established to conduct a security and operational review of the incident. The review will be conducted within 2 days of the resolution of the incident. The review team will be comprised of the facility administrator and/or facility Director, Probation Services Manager/Assistant Director and Supervising Juvenile Correctional Officers who are relevant to the incident. The team will review the circumstances leading up to the incident and any necessary corrective action necessary to insure that such an incident does not repeat itself. F-2 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit F Exhibit F - "NO HOSTAGE" POLICY EFFECTIVE DATE: 12-18-89 REVISED: 08-06-90, 12-25-94, 05-06-96,09-01-99, 12-01-10 APPROVED BY: Sheriff M. Mims BY: Assistant Sheriff T. Gattie AUTHORITY: California Code of Regulations, Title 15, Section 1029(a)(7)(B) and Penal Code Section 236. PURPOSE: The purpose of this policy is to establish procedures which provide for the resolution of a hostage-taking incident while preserving the safety of staff, public, inmates, and hostages, and maintaining facility security. POLICY: The Fresno County Sheriff's Office Jail Division maintains a NO HOSTAGE FACILITY and will not consider bargaining with hostage takers for ANY reason. It is the policy of the Fresno County Sheriffs Office Jail Division that once any staff member is taken hostage, they immediately lose their authority and any orders issued by that person will not be followed regardless of their rank or status. It is the policy of the Fresno County Sheriff's Office Jail Division that the primary responsibility of all staff members in a hostage situation is to protect every person involved, if possible, from serious injury or death. PROCEDURES: I. DEFINITION HOSTAGE SITUATION: any staff member, citizen or inmate held against their will by another person for the purpose of escape, monetary gain or any reason which may place an individual in danger of losing life or suffering serious injury. II. NOTIFICATIONS, CONTAINMENT AND CONTROL OF THE SITUATION A. Emergency procedures and notifications shall be implemented as per Emergency Planning procedures (B-101/FILE: EMERGENCY). F-3 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit G EXHIBIT G-THE PRISON RAPE ELIMINATION (PREA) ACT All contractors must comply with the Prison Rape Elimination (PREA) Act as stated below: "CONTRACTOR shall comply with all Prison Rape Elimination (PREA) Act standards for juvenile correctional facilities. Training will be provided by Probation at no charge to CONTRACTOR." "CONTRACTOR will ensure that all staff assigned to work at the Juvenile Justice Campus (JJC) undergo a pre-employment Live Scan and criminal background security clearance by the Probation Department at no charge to CONTRACTOR. No alcoholic beverages/drugs will be brought into any facility. Nor will anyone under the influence of alcoholic beverages or drugs be allowed inside. In the event of any disturbance inside the facilities, the CONTRACTOR'S employees will immediately follow the orders of the Facility Administrator or his/her designees. CONTRACTOR shall comply with all Probation Department Policies and Procedures. In the event of a dispute involving COUNTY staff and the contract employee, the on-duty Facility Administrator will have the final decision." INFORMATION ON THE PRISON RAPE ELIMINATION ACT CAN BE FOUND HERE: http://www.prearesourcecenter.org/ G-1 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit H Background Investigations Prior to the beginning of any services, one (1) background check must be made for every member of the Contractor's personnel providing services to a building location for the life of the agreement. The background check will be required before access is given to any County facility/property. Clearance will only be granted after a successful background check, completed by the County of Fresno Sheriff's Department. Background checks provided by any agency other than the County of Fresno Sheriff's Department will not be accepted. The current cost of a background check is $52 per person. This cost will be incurred by the successful Bidder. One check covering the cost of background checks for all employees shall be made payable to: Sheriff, County of Fresno. The successful bidder will be notified regarding the result of background checks. Those that are accepted will report to County of Fresno Security to have their photo taken and ID badge issued. Background checks are done on a first-come, first serve basis between the hours of 7:00 a.m and 12:00 noon. Monday through Friday. The process takes approximately 20 minutes. time. The amount of time it takes to receive the result of background checks varies from one day to a month (or longer), dependent upon the individual's history. Individuals who are cleared through this process are entered into the Department of Justice database. Their records are flagged and the County of Fresno Sheriff's Department is notified if the person is ever arrested in the future. All applicants' background checks must be approved prior to entering any County facility. Approval will not be granted to any individual possessing any of the following circumstances: 1. They have been convicted of a felony, or any crime involving moral turpitude, or carrying or possessing a dangerous weapon. 2. They have ever been charged with a felony or are currently under investigation for a felony. 3. They are charged with or convicted of any crime committed in or at a correctional institution. 4. They are currently on parole or probation or are a sentenced inmate at any correctional facility. 5. They have been refused a license as a private investigator or had such license revoked. 6. They have fraudulently represented themselves, their credentials, their employment or their criminal or arrest record on their application. 7. Make omissions or false statements on their application. 8. They have no valid reason for entering a facility. 9. Their admission into a facility could represents a threat to security, staff or inmate safety. 10. Further information regarding the criteria for background check clearance, including an appeal for process for someone who may be denied clearance is available upon request. Identification (ID) Badges The successful bidder's employees will be issued a badge that must be worn and be visible at all times during performance of work in any County building to identify the wearer as an individual who is authorized to enter County facilities. 1. ID badges will be given only after successfully completing the background investigation. ID badges will be issued when the photo is taken. If electronic access to any County facility is required, activation of the badge may take an additional 48 hours to complete. 2. All ID badges will remain the property of the County and are returnable upon demand or upon the expiration of the contract. The successful Bidder will be responsible for collecting all ID badges issued and turning them in to the County Security Office when a contract ends or when an employee leaves employment. The Bidder will assumes all responsibility for their employee's use of and the return of the County ID badges. H-1 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit H 3. The ID badges will only be issued to individuals passing the Background check. Each individual will need to present themselves in person with a valid, clean, and legible copy of a Driver's license or State issued Identification Card to receive an ID badge. H-2 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit • Fresno County Probation Department • NEW JJC Policy Manual Vendors, Volunteers and Student Interns 309.1 PURPOSE AND SCOPE This policy establishes guidelines for using Juvenile Justice Campus vendors, volunteers, and student interns, to supplement and assist Department personnel in their duties. Vendors and volunteers are staff members who can augment Department personnel and help complete various tasks. 309.1.1 DEFINITIONS Definitions related to this policy include: Student intern - A college, university, or graduate student gaining practical experience in a chosen field while performing services the intern's field while under supervision. Vendor- An individual representing a company, outside agency, or non-profit organization, who is assigned to one of our facilities, performs a service for the Department, and may receive compensation for services rendered. Volunteer-An individual who performs a service for the Department without promise, expectation, or receipt of compensation for services rendered. This may include unpaid chaplains and student interns. 309.2 POLICY The Fresno County Probation Department shall ensure that vendors, volunteers and student interns are properly appointed, trained, and supervised to carry out specified tasks and duties in order to create an efficient Department and improve services to the community. 309.3 ELIGIBILITY Requirements for participation as a vendor, volunteer or student intern for the Department may include but are not limited to: (a) Being at least 18 years of age. (b) Possession of liability insurance for any personally owned equipment, vehicles, or animals utilized during volunteer or student intern work. (c) No conviction of a felony, any crime of a sexual nature or against children, any crime related to assault or violence, any crime related to dishonesty, or any crime related to impersonating a law enforcement officer. (d) Ability to meet physical requirements reasonably appropriate to the assignment. (e) A background history and character suitable for a person representing the Department, as validated by a background investigation. The Chief Probation Officer or the authorized designee may allow exceptions to these eligibility requirements based on organizational needs and the qualifications of the individual. Copyright Lexipol,LLC 2023/04/17,All Rights Reserved. Vendors,Volunteers and Student Interns-79 Published with permission by Fresno County Probation I-1 Department Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Fresno County Probation Department NEW JJC Policy Manual NEW JJC Policy Manual Vendors, Volunteers and Student Interns 309.4 RECRUITMENT, SELECTION, AND APPOINTMENT The Fresno County Probation Department shall endeavor to recruit and appoint only those applicants who meet the high ethical, moral, and professional standards set forth by this Department. 309.4.1 RECRUITMENT Volunteers and student interns are recruited on a continuous basis consistent with Department policy on equal opportunity, nondiscriminatory employment terms. A primary qualification for participation in the application process should be an interest in and an ability to assist the Department in serving the public. Requests for volunteers and student interns should be submitted in writing by interested Department staff members to the Personnel Unit through the requester's immediate supervisor. A complete description of the volunteer's or intern's duties and a requested time frame should be included in the request. All Department staff members should understand that the recruitment of volunteers and student interns is enhanced by creative and interesting assignments. Vendors are recruited/selected in accordance with the Fresno County Purchasing Office contract/ agreement process. 309.4.2 SELECTION Vendor, volunteer and student intern candidates shall successfully complete the following process before appointment: (a) Submit the appropriate written application. (b) Current TB skin test (completed within the last 6 months). (c) Successfully complete an appropriate-level background investigation, which may include fingerprinting, and/or obtaining information from local, state, federal and Department of Motor Vehicle databases. 309.4.3 APPOINTMENT Volunteers and student interns shall be placed only in assignments or programs consistent with their knowledge, skills, and abilities and the needs of the Department. Volunteers' and student interns' interests will be considered when placed in assignments. Volunteers and student interns serve at the discretion of the Chief Probation Officer. Vendors are appointed and placed in accordance with the Fresno County Purchasing Office contract/agreement. 309.5 IDENTIFICATION As representatives of the Department, vendors, volunteers and student interns are responsible for presenting a professional image to the community. Vendors, volunteers and student interns shall dress appropriately for the conditions and performance of their duties, in compliance with Personal Appearance Standards and Uniform and Non-Uniform attire policies unless excluded by the Department. Necessary safety equipment will be provided. Copyright Lexipol,LLC 2023/04/17,All Rights Reserved. 1-2 Vendors,Volunteers and Student Interns-80 Published with permission by Fresno County Probation Department Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Fresno County Probation Department NEW JJC Policy Manual NEW JJC Policy Manual Vendors, Volunteers and Student Interns Vendor, volunteers and student interns will be issued Fresno County Probation Department identification cards, which must be carried at all times while on-duty. The identification cards will be the standard Fresno County Probation Department identification cards, except that"Volunteer" or"Student Intern" will be indicated on the cards. 309.6 PERSONNEL WORKING AS STUDENT INTERNS Qualified regular Department personnel, when authorized, may also serve as student interns. However, this Department shall not utilize the services of student interns such a way that it would violate employment laws or collective bargaining agreements or memorandums of understanding (e.g., an officer participating as a student intern for reduced or no pay). Therefore, staff members shall consult with the Personnel Unit prior to allowing regular department personnel to serve in a student intern capacity (29 CFR 553.30). 309.7 PERSONNEL UNIT The function of the Personnel Unit is to provide a central coordinating point for effective volunteer management within the Department, and to direct and assist efforts to jointly provide more productive volunteer services. The responsibilities of the Personnel Unit include but are not limited to: (a) Recruiting, selecting, and training qualified volunteers and student interns. (b) Maintaining records for each vendor, volunteer and student interns. (c) Completing and disseminating, as appropriate, all necessary paperwork and information. (d) Maintaining a liaison with colleges and universities that provide student interns to promote the intern program with both students and the educational system. (e) Maintaining volunteer and student intern orientation and training materials and outlining expectations, policies, and responsibilities for all volunteers and student interns. 309.8 DUTIES AND RESPONSIBILITIES Volunteers assist department personnel as needed. Assignments of volunteers may be to any division within the Department, as needed. Volunteers should be placed only in assignments or programs consistent with their knowledge, skills, interests, abilities and the needs of the Department. Student interns should be assigned to areas that meet the needs of both their educational program and the Department. Vendors will be assigned per the contract/agreement. 309.8.1 COMPLIANCE Vendors, volunteers and student interns shall be required to adhere to all Department policies and procedures. Policies and procedures are available on the Department website and will be made available to each vendor, volunteer, and student intern upon appointment. The vendor, volunteer and student interns shall become thoroughly familiar with these policies and procedures as directed by the Chief Probation Officer or the authorized designee. Copyright Lexipol,LLC 2023/04/17,All Rights Reserved. I_3 Vendors,Volunteers and Student Interns-81 Published with permission by Fresno County Probation Department Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Fresno County Probation Department NEW JJC Policy Manual NEW JJC Policy Manual Vendors, Volunteers and Student Interns Whenever a rule, regulation, or guideline in this Custody Manual refers to regular Department personnel, it shall also apply to a vendor, volunteers and student interns, unless by its nature it is inapplicable. Vendors, volunteers and student interns are required by this Department to meet Department- approved training requirements as applicable to their assignments. 309.9 TASK-SPECIFIC TRAINING Task-specific training is intended to provide the required instruction and practice for vendors, volunteers and student interns to properly and safely perform their assigned duties. Training should correspond to the assignment as determined by the program coordinator. Vendors, volunteers and student interns will be provided with an orientation program to acquaint them with the policies of the Department and procedures applicable to their assignments. Vendors, volunteers and student interns should receive position-specific training to ensure they have adequate knowledge and skills to complete the required tasks. They also should receive ongoing training as deemed appropriate by their supervisors or the volunteer or student intern coordinator. Training should reinforce to vendors,volunteers and student interns that they shall not intentionally represent themselves as,or by omission give the impression that they are,officers or other full-time staff members of the Department. They shall always represent themselves as vendors, volunteers or student interns. All vendors, volunteers and student interns shall comply with the standards of conduct and with all applicable orders and directives, whether oral or written, issued by the Department. 309.9.1 STATE REQUIREMENTS The vendor, volunteer and student intern initial orientation shall include the following: safety and security issues and anti- discrimination policies. 309.10 SUPERVISION Each vendor, volunteer or student intern must have a clearly identified supervisor who is responsible for direct management of that individual.This supervisor will be responsible for day-to- day management and guidance of the work of the vendor, volunteer or student intern and should be available for consultation and assistance. Functional supervision of vendors, volunteers and student interns is the responsibility of the supervisor or the authorized designee in charge of their assigned duties. The following are some considerations that supervisors or the authorized designee should keep in mind while supervising vendors, volunteers and student interns: (a) Take the time to introduce vendors, volunteers and student interns to staff members on all levels. (b) Ensure vendors,volunteers and student interns have work space and necessary office supplies. Copyright Lexipol,LLC 2023/04/17,All Rights Reserved. 1-4 Vendors,Volunteers and Student Interns-82 Published with permission by Fresno County Probation Department Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Fresno County Probation Department NEW JJC Policy Manual NEW JJC Policy Manual Vendors, Volunteers and Student Interns (c) Make sure the work is challenging. Do not hesitate to give vendors, volunteers and student interns assignments or tasks that will utilize these valuable resources. (d) Ensure the work for student interns meets the needs of their educational program, while also meeting the needs of the Department. 309.10.1 EVALUATIONS Student interns may need evaluations as a requirement of their educational program. 309.10.2 FITNESS FOR DUTY No vendor, volunteers or student intern shall report for work or be at work when the individual judgment or physical condition has been impaired due to illness or injury, or by the use of alcohol or drugs, whether legal or illegal. Vendors, volunteers and student interns shall report to their supervisors any change in status that may affect their ability to fulfill their duties. This includes but is not limited to: (a) Driver's license (b) Arrests. (c) Criminal investigations. (d) All law enforcement contacts. 309.11 INFORMATION ACCESS Vendors, volunteers and student interns should not have access to or be in the vicinity of criminal histories, investigative files, or information portals. Unless otherwise directed by a supervisor, the duties of the position, or Department policy, all such information shall be considered confidential. Only that information specifically identified and approved by authorized staff members shall be released. Confidential information shall be given only to persons who have a need and a right to know as determined by Department policy and supervisory personnel. A vendor, volunteer or student intern whose assignment requires the use of, or access to, confidential information will be required to be fingerprinted to the California Department of Justice to obtain clearance.Vendors, volunteers and student interns working this type of assignment shall receive training in data practices and shall be required to sign a CLETS Employee/Volunteer Statement before being given an assignment with the Department. Subsequent unauthorized disclosure of any confidential information verbally, in writing, or by any other means by the vendor, volunteer, or student intern is grounds for immediate dismissal and possible criminal prosecution. Vendors, volunteers and student interns shall not address public gatherings, appear on radio or television, prepare any article for publication, act as correspondents to newspapers or other periodicals, release or divulge any information concerning the activities of the Department, or maintain that they represent the Department in such matters without permission from the proper Department personnel. Copyright Lexipol,LLC 2023/04/17,All Rights Reserved. 1-5 Vendors,Volunteers and Student Interns-83 Published with permission by Fresno County Probation Department Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Fresno County Probation Department NEW JJC Policy Manual NEW JJC Policy Manual Vendors, Volunteers and Student Interns 309.11.1 RADIO AND DATABASE ACCESS USAGE The supervisor or the authorized designee shall ensure that radio and database access training is provided for vendors, volunteers, and student interns whenever necessary. 309.12 EQUIPMENT Any property or equipment issued by the Department shall be for official and authorized use only. Any property or equipment issued to a vendor,volunteer or student intern shall remain the property of the Department and shall be returned at the termination of service. 309.13 TERMINATION OF SERVICES If a vendor or volunteer is the subject of a personnel complaint or becomes involved in an internal investigation,the matter shall be investigated in compliance with the Personnel Complaints Policy. If a student intern is the subject of or is involved in an internal investigation, the coordinator of the educational program that sponsors the intern should be notified. Vendors and volunteers are considered at-will and may be removed from service at the discretion of the Chief Probation Officer or the authorized designee, with or without cause. Vendors and volunteers shall have no property interest in their continued appointments.Vendors and volunteers may resign from service with the Department at any time. It is requested that vendors and volunteers who intend to resign provide advance notice and a reason for their decision. 309.14 ISSUED DATE • 02/18/2022 Copyright Lexipol,LLC 2023/04/17,All Rights Reserved. 1-6 Vendors,Volunteers and Student Interns-84 Published with permission by Fresno County Probation Department Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J UNIVERSITY z =_ : OF .z� CALIFORNIA Purchasing Agreement # 2021002786 The Agreement to furnish certain goods and services described herein and in the documents referenced herein ("Goods and/or Services") is made by and between The Regents of the University of California, a California public corporation ("UC") on behalf of the University of California, and the supplier named below ("Supplier"). This Agreement is binding only if it is negotiated and executed by an authorized representative with the proper delegation of authority. 1. Statement of Work Supplier agrees to perform the Services listed in the statement of work attached as Attachment A("Statement of Work")and any other documents referenced in the Incorporated Documents section herein, at the prices set forth in the Statement of Work and any other documents referenced in the Incorporated Documents section herein. Unless otherwise provided in the Agreement, UC will not be obligated to purchase a minimum amount of Goods and/or Services from Supplier. 2. Term of Agreement/Termination a) The initial term of the Agreement will be from January 8,2021 and through January 7,2026(Initial Term)and is subject to earlier termination as provided below. UC may renew the Agreement for five successive one - year periods(each,a Renewal Term),by providing Supplier with at least 30 calendar days'written notice before the end of the Initial Term or any Renewal Term. b) UC may terminate the Agreement for convenience by giving Supplier at least 30 calendar days'written notice. c) UC or Supplier may terminate the Agreement for cause by giving the other party at least 30 days'notice to cure a breach of the Agreement(Cure Period). If the breaching party fails to cure the breach within the Cure Period, the non-breaching party may immediately terminate the Agreement. 3. Purchase Order; Advance Payments Unless otherwise provided in the Agreement, Supplier may not begin providing Goods and/or Services until UC approves a Purchase Order for the Goods and/or Services. 4. Pricing, Invoicing Method, and Settlement Method and Terms Refer to Statement of Work or Purchase Order for Pricing. For system-wide agreements, each UC Location will specify the Invoicing Method and Payment Options that will apply,taking into account the operational capabilities of Supplier and the UC Location. See UC's Procure to Pay Standards http://www.ucop.edu/procurement- services/ files/Matrix%20for/o20website.pdf for the options that will be considered. In the case of systemwide agreements, each UC Location will specify these terms in a Statement of Work or Purchase Order,as the case may be.] For non-systemwide agreements,the Invoicing Method,and Settlement Method and Terms are addressed below. J-1 Template revised on 10.1.19 Page 1 of 5 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J Invoicing Method Notwithstanding the provisions of Article 3 of the Terms and Conditions of Purchase, Supplier will be required to use the following Invoicing Method: All invoices must clearly indicate the following information: California sales tax as a separate line item; Shipping costs as a separate line item; UC Purchase Order or Release Number; Description,quantity,catalog number and manufacturer number of the item ordered; Net cost of each item; Any pay/earned/dynamic discount; Reference to original order number for all credit memos issued; Supplier will submit invoices following the designated invoice method directly to UC Accounts Payable Departments at each UC Location, unless UC notifies the Supplier otherwise by amendment to the Agreement. S. Notices As provided in the UC Terms and Conditions of Purchase, notices may be given by email,which will be considered legal notice only if such communications include the following text in the Subject field: FORMAL LEGAL NOTICE—[insert,as the case may be,Supplier name or University of California]. If a physical format notice is required, it must be sent by overnight delivery or by certified mail with return receipt requested,at the addresses specified below. To UC, regarding confirmed or suspected Breaches as defined under Appendix—Data Security: Name David Rusting,Chief Information Security Officer Phone 510-987-0086 Email David.Rustin@ucop.edu Address 1111 Franklin St. Oakland,CA 94607 To UC, regarding Breaches or Security Incidents as defined under Appendix—Business Associate: Name Roslyn Martorano Phone 510-987-0564 Email Roslyn.Martorano@ucop.edu Address 1111 Franklin St. Oakland,CA 94607 J-2 Template revised on 10.1.19 Page 2 of 5 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J To UC, regarding contract issues not addressed above: Name Sean Parker Phone 805-451-1545 Email Sean.Parker@ucop.edu Address 1111 Franklin St. Oakland,CA 94607 To Supplier: Name Ammon Lesher Phone 864-752-4545 Email A.Lesher@gordian.com Address 30 Patewood Drive,Suite 350 Greenville,SC 29615 6. Intellectual Property, Copyright and Patents /__/ The Goods and/or Services involve Work Made for Hire /_X_/ The Goods and/or Services do not involve Work Made for Hire 7. Patient Protection and Affordable Care Act (PPACA) /__/ Because the Services involve temporary or supplementary staffing,they are subject to the PPACA warranties in the T&Cs. /_X_/ The Services do not involve temporary or supplementary staffing,and they are not subject to the PPACA warranties in the T&Cs. 8. Prevailing Wages /_X_/ Supplier is not required to pay prevailing wages when providing the Services. 9. Fair Wage/Fair Work /_/ Supplier is not required to pay the UC Fair Wage (defined as$13 per hour as of 10/1/15,$14 per hour as of 10/1/16, and $15 per hour as of 10/1/17)when providing the Services. 10. Federally Funded Contracts, Grants, and Cooperative Agreements Not Applicable 11. Restriction Relating to Consulting Services or Similar Contracts — Follow-on Contracts Please note a Supplier that is awarded a consulting services or similar contract cannot later submit a bid or be considered for J-3 Template revised on 10.1.19 Page 3 of 5 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J any work "required, suggested, or otherwise deemed appropriate" as the end product of the Services(see Public Contract Code Section 10515). 12. Insurance Deliver the PDF version of the Certificate of Insurance to UC's Buyer, by email with the following text in the Subject field: CERTIFICATE OF INSURANCE—Gordian Group Inc. 13. Service-Specific and/or Goods-Specific Provisions Not Applicable 14. Records about Individuals Records created pursuant to the Agreement that contain personal information about individuals(including statements made by or about individuals) may become subject to the California Information Practices Act of 1977, which includes a right of access by the subject individual. While ownership of confidential or personal information about individuals is subject to negotiated agreement between UC and Supplier, records will normally become UC's property, and subject to state law and UC policies governing privacy and access to files. When collecting the information,Supplier must inform the individual that the record is being made,and the purpose of the record. Use of recording devices in discussions with employees is permitted only as specified in the Statement of Work. 15. Amendments to UC Terms and Conditions of Purchase ARTICLE 7—INTELLECTUAL PROPERTY, COPYRIGHT, PATENTS,AND DATA RIGHTS Section 7.13.1 includes additional language as follows: "This provision shall not apply to any of the Goods and/or Services classified as Proprietary Information as set forth and defined in the JOC System License contained herein.The access, use and ownership of the Proprietary Information shall be exclusively governed by the terms of the JOC System License." 16. Amendments to Appendix— Data Security Not Applicable 17. Amendments to Appendix— Business Associate Not Applicable 18. Not Used 19. Incorporated Documents This Agreement and its Incorporated Documents contain the entire agreement between the Parties, in order of the below precedent, concerning its subject matter and shall supersede all prior or other agreements, oral and written declarations of intent and other legal arrangements(whether binding or non-binding) made by the Parties in respect thereof. a. Gordian Group Inc.JOC Purchasing Agreement 2021002786 J-4 Template revised on 10.1.19 Page 4 of 5 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J b. UC Terms and Conditions of Purchase- UC Required Terms Gordian Revisions c. UC Appendix—Data Security d. UC Appendix- Business Associate (HIPAA) e. Statement of Work—Attachment A f. Gordian Pricing g. Gordian UC Pricing h. Gordian JOC System License i. Gordian Value Add Planning Solutions Summary j. Gordian ROPA Physical Assets Solution k. Gordian Sightlines Strategic Capital Planning I. Gordian Sightlines Space Utilization m. Gordian Sightlines Sustainability Solutions 20. Entire Agreement The Agreement and its Incorporated Documents contain the entire Agreement between the parties and supersede all prior written or oral agreements with respect to the subject matter herein. This Agreement can only be signed by an authorized representative with the proper delegation of authority. THE REGENTS OF THE Gordian Group Inc. UNIVERSITY OF CALIFORNIA DocuSigned by: �2D4060D9A556416... (Signature) Lauren Friedman,Director,Design&Construction,Capital Programs Ammon T. Lesher (Printed Name,Title) (Printed Name,Title) 1/8/2021 01/05/2021 (Date) (Date) J-5 Template revised on 10.1.19 Page 5 of 5 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J :g`t•••,0 •'• UNIVERSITY Terms and Conditions of Purchase OF CALIFORNIA ARTICLE 1—GENERAL The equipment, materials, or supplies ("Goods") and/or services ("Services")furnished by Supplier(together,the "Goods and Services') and covered by the UC Purchase Order("PO")and/or other agreement(which,when combined with these Terms and Conditions and any other documents incorporated by reference,will constitute the"Agreement")are governed by the terms and conditions set forth herein. As used herein,the term "Supplier" includes Supplier and its sub-suppliers at any tier.As used herein, "UC" refers to The Regents of the University of California, a corporation described in California Constitution Art. IX, Sec. 9, on behalf of the UC Locations identified in the Agreement and/or the PO. UC and Supplier individually will be referred to as "Party"and collectively as"Parties."Any defined terms not defined in these Terms and Conditions of Purchase will have the meaning ascribed to such term in any of the other documents incorporated in and constituting the Agreement. No other terms or conditions will be binding upon the Parties unless accepted by them in writing. Written acceptance or shipment of all or any portion of the Goods,or the performance of all or any portion of the Services,covered by the Agreement, will constitute Supplier's unqualified acceptance of all of the Agreement's terms and conditions. The terms of any proposal referred to in the Agreement are included and made a part of the Agreement only to the extent the proposal specifies the Goods and/or Services ordered,the price therefor,and the delivery thereof,and then only to the extent that such terms are consistent with the terms and conditions of the Agreement. ARTICLE 2—TERM AND TERMINATION A. As applicable,the term of the Agreement("Initial Term")will be stated in the Agreement. Following the Initial Term,the Agreement may be extended by written mutual agreement. B. UC's obligation to proceed is conditioned upon the appropriation of state,federal and other sources of funds not controlled by UC ("Funding"). UC will have the right to terminate the Agreement without damage,penalty,cost or further obligation in the event that through no action or inaction on the part of UC,the Funding is withdrawn. C. UC may,by written notice stating the extent and effective date thereof,terminate the Agreement for convenience in whole or in part, at any time.The effective date of such termination shall be consistent with any requirements for providing notice specified in the Agreement,or immediate if no such terms are set forth in the Agreement. As specified in the termination notice,UC will pay Supplier as full compensation the pro rata Agreement price for performance through the later of the date that(i) UC provided Supplier with notice of termination or(ii)Supplier's provision of Goods and/or Services will terminate. D. UC may by written notice terminate the Agreement for Supplier's breach of the Agreement,in whole or in part,at any time,if Supplier refuses or fails to comply with the provisions of the Agreement,or so fails to make progress as to endanger performance and does not cure such failure within five(5) business days, or fails to supply the Goods and/or Services within the time specified or any written extension thereof. In such event, UC may purchase or otherwise secure Goods and/or Services and, except as otherwise provided herein,Supplier will be liable to UC for any excess costs UC incurs thereby. E. UC's Appendix—Data Security,Appendix—BAA,and/or Appendix—GDPR will control in the event that one or more appendices are incorporated into the Agreement and conflicts with the provisions of this Article. ARTICLE 3—PRICING,INVOICING METHOD,AND SETTLEMENT METHOD AND TERMS. Pricing is set forth in the Agreement or Purchase Order, and the amount UC is charged and responsible for shall not exceed the amount specified in the Agreement unless UC has given prior written approval. Unless otherwise agreed in writing by UC, Supplier will use the invoicing method and payment settlement method (and will extend the terms applicable to such settlement method) set forth in UC's Supplier Invoicing,Terms &Settlement Matrix. UC will pay Supplier, upon submission of acceptable invoices,for Goods and/or Services provided and accepted. Invoices must be itemized and reference the Agreement or Purchase Order number. UC will not pay shipping, packaging or handling expenses, unless specified in the Agreement or Purchase Order. Unless otherwise provided, freight is to be FOB destination.Any of Supplier's expenses that UC agrees to reimburse will be reimbursed under UC's Travel Policy,which may be found at http://www.ucop.edu/central-travel-management/resources/index.html.Where applicable,Supplier will pay all taxes imposed on Supplier in connection with its performance under the Agreement,including any federal,state and local income,sales,use,excise and other taxes or assessments.Notwithstanding any other provision to the contrary,UC will not be responsible for any fees,interest or surcharges Supplier wishes to impose. Page 1 of 17 Revised 2/27/2020 J-6 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J :g`t•••,0 •'• UNIVERSITY Terms and Conditions of Purchase OF CALIFORNIA ARTICLE 4—INSPECTION. The Goods and/or Services furnished will be exactly as specified in the Agreement,free from all defects in Supplier's performance,design, skill and materials,and,except as otherwise provided in the Agreement,will be subject to inspection and test by UC at all times and places. If, prior to final acceptance, any Goods and/or Services furnished are found to be incomplete, or not as specified, UC may reject them, require Supplier to correct them at the sole cost of Supplier,or require provision of such Goods and/or Services at a reduction in price that is equitable under the circumstances. If Supplier is unable or refuses to correct such deficiencies within a time UC deems reasonable, UC may terminate the Agreement in whole or in part. Supplier will bear all risks as to rejected Goods and/or Services and, in addition to any costs for which Supplier may become liable to UC under other provisions of the Agreement,will reimburse UC for all transportation costs, other related costs incurred,or payments to Supplier in accordance with the terms of the Agreement for unaccepted Goods and/or Services and materials and supplies incidental thereto. Notwithstanding final acceptance and payment, Supplier will be liable for latent defects, fraud or such gross mistakes as amount to fraud. ARTICLE 5—ASSIGNED PERSONNEL;CHARACTER OF SERVICES Supplier will provide the Services as an independent contractor and furnish all equipment,personnel and materiel sufficient to provide the Services expeditiously and efficiently, during as many hours per shift and shifts per week, and at such locations as UC may so require. Supplier will devote only its best-qualified personnel to work under the Agreement. Should UC inform Supplier that anyone providing the Services is not working to this standard,Supplier will immediately remove such personnel from providing Services and he or she will not Oagain,without UC's written permission, be assigned to provide Services. At no time will Supplier or Supplier's employees,sub-suppliers, agents,or assigns be considered employees of UC for any purpose,including but not limited to workers'compensation provisions. Supplier shall not have the power nor right to bind or obligate UC,and Supplier shall not hold itself out as having such authority. Supplier shall be responsible to UC for all Services performed by Supplier's employees,agents and subcontractors,including being responsible for ensuring payment of all unemployment, social security, payroll, contributions and other taxes with respect to such employees, agents and subcontractors. ARTICLE 6—WARRANTIES In addition to the warranties set forth in Articles 11, 12, 17, 23, 24, 25 and 26 herein,Supplier makes the following warranties. Supplier acknowledges that failure to comply with any of the warranties in the Agreement will constitute a material breach of the Agreement and UC will have the right to terminate the Agreement without damage,penalty,cost or further obligation. A. General Warranties. Supplier represents, warrants and covenants that: (i) Supplier is free to enter into this Agreement and that Supplier is not, and will not become, during the Term, subject to any restrictions that might restrict or prohibit Supplier from performing the Services or providing the Goods ordered hereunder; (ii) Supplier will comply with all applicable laws, rules and regulations in performing Supplier's obligations hereunder; (iii)the Goods and/or Services shall be rendered with promptness and diligence and shall be executed in a skilled manner by competent personnel,in accordance with the prevailing industry standards;and if UC Appendix Data Security is NOT included:(iv)Supplier has developed a business interruption and disaster recovery program and is executing such program to assess and reduce the extent to which Supplier's hardware, software and embedded systems may be susceptible to errors or failures in various crisis (or force majeure) situations; (v) if Supplier uses electronic systems for creating, modifying, maintaining, archiving, retrieving or transmitting any records, including test results that are required by, or subject to inspection by an applicable regulatory authority,then Supplier represents and warrants that Supplier's systems for electronic records are in compliance;and(vi)Supplier agrees that the Goods and/or Services furnished under the Agreement will be covered by the most favorable warranties Supplier gives to any customer for the same or substantially similar goods or services, or such other more favorable warranties as specified in the Agreement. The rights and remedies so provided are in addition to and do not limit any rights afforded to UC by any other article of the Agreement. B. Permits and Licenses. Supplier agrees to procure all necessary permits or licenses and abide by all applicable laws, regulations and ordinances of the United States and of the state,territory and political subdivision or any other country in which the Goods and/or Services are provided. C. Federal and State Water and Air Pollution Laws. Where applicable, Supplier warrants that it complies with the requirements in UC Business and Finance Bulletin BUS-56(Materiel Management;Purchases from Entities Violating State or Federal Water or Air Pollution Page 2 of 17 Revised 2/27/2020 J-7 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J :g`t•••,0 •'• UNIVERSITY Terms and Conditions of Purchase OF CALIFORNIA Laws). Consistent with California Government Code 4477,these requirements do not permit UC to contract with entities in violation of Federal or State water or air pollution laws. D. Web Accessibility Requirements. As applicable to the Supplies and/or Services being provided under the Agreement,Supplier warrants that: 1. It complies with California and federal disability laws and regulations;and 2. The Goods and/or Services will conform to the accessibility requirements of WCAG 2.OAA. 3. Supplier agrees to promptly respond to and resolve any complaint regarding accessibility of its Goods and/or Services; E. General Accessibility Requirements.Supplier warrants that: 1. It will comply with California and federal disability laws and regulations; 2. Supplier will promptly respond to remediate to any identified accessibility defects in the Goods and Services to conform to WCAG 2.0 AA;and 3. Supplier agrees to promptly respond to and use reasonable efforts to resolve and remediate any complaint regarding accessibility of its Goods and/or Services. F. Warranty of Quiet Enjoyment. Supplier warrants that Supplier has the right of Quiet Enjoyment in, and conveys the right of Quiet Enjoyment to UC for UC's use of, any and all intellectual property that will be needed for Supplier's provision,and UC's use of,the Goods and/or Services provided by Supplier under the Agreement. G. California Child Abuse and Neglect Reporting Act("CANRA"). Where applicable,Supplier warrants that it complies with CANRA. H. Debarment and Suspension. Supplier warrants that it is not presently debarred, suspended, proposed for debarment, or declared ineligible for award of federal contracts or participation in federal assistance programs or activities. I. UCTrademark Licensing Code of Conduct.If the Goods will bear UC's name(including UC campus names,abbreviations of these names, UC logos, UC mascots, or UC seals) or other trademarks owned by UC, Supplier warrants that it holds a valid license from UC and complies with the Trademark Licensing Code of Conduct policy,available at http://policy.ucop.edu/doc/3000130/TrademarkLicensing. J. Outsourcing(Public Contract Code section 12147)Compliance. Supplier warrants that if the Agreement will displace UC employees, no funds paid under the Agreement will be used to train workers who are located outside of the United States, or plan to relocate outside the United States as part of the Agreement. Additionally, Supplier warrants that no work will be performed under the Agreement with workers outside the United States,except as described in Supplier's bid. If Supplier or its sub-supplier performs the Agreement with workers outside the United States during the life of the Agreement and Supplier did not describe such work in its bid, Supplier acknowledges and agrees that(i) UC may terminate the Agreement without further obligation for noncompliance, and (ii) Supplier will forfeit to UC the amount UC paid for the percentage of work that was performed with workers outside the United States and not described in Supplier's bid. ARTICLE 7—INTELLECTUAL PROPERTY,COPYRIGHT,PATENTS,AND DATA RIGHTS A. Goods and/or Services Involving Work Made for Hire. 1. Unless UC indicates that the Goods and/or Services do not involve work made for hire,Supplier acknowledges and agrees that any deliverables provided to UC by Supplier in the performance of the Agreement,and any intellectual property rights therein, (hereinafter the "Deliverables") will be owned by UC. The Deliverables will be considered "work made for hire" under U.S. copyright law and all right,title, and interest to and in such Deliverables including, but not limited to, any and all copyrights or trademarks, will be owned by UC. In the event that it is determined that UC is not the owner of such Deliverables under the "work made for hire"doctrine of U.S.copyright law,Supplier hereby irrevocably assigns to UC all right,title,and interest to and in such Deliverables and any copyrights or trademarks thereto. 2. The Deliverables must be new and original. Supplier must not use any pre-existing copyrightable or trademarked images,writings, or other proprietary materials(hereinafter"Pre-Existing Materials")in the Deliverables without UC's prior written permission. In the event that Supplier uses any Pre-Existing Materials in the Deliverables in which Supplier has an ownership interest, UC is hereby granted,and will have,a non-exclusive,royalty-free,irrevocable,perpetual, paid-up,worldwide license(with the right to sublicense) to make, have made, copy, modify, make derivative works of, use, perform, display publicly, sell, and otherwise distribute such Pre-Existing Materials in connection with the Deliverables. Page 3 of 17 Revised 2/27/2020 J-8 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J :g`t•••,0 •'• UNIVERSITY Terms and Conditions of Purchase OF CALIFORNIA 3. Whenever any invention or discovery is made or conceived by Supplier in the course of or in connection with the Agreement, Supplier will promptly furnish UC with complete information with respect thereto and UC will have the sole power to determine whether and where a patent application will be filed and to determine the disposition of title to and all rights under any application or patent that may result. 4. Supplier is specifically subject to an obligation to, and hereby does, assign all right, title and interest in any such intellectual property rights to UC as well as all right,title and interest in tangible research products embodying any such inventions whether the inventions are patentable or not. Supplier agrees to promptly execute any additional documents or forms that UC may require in order to effectuate such assignment. B. Goods and/or Services Not Involving Work Made for Hire. 1. If the Goods and/or Services do not involve work made for hire,and in the event that Supplier uses any Pre-Existing Materials in the Deliverables in which Supplier has an ownership interest, UC is hereby granted,and will have,a non-exclusive, royalty-free, irrevocable, perpetual, paid-up, worldwide license (with the right to sublicense) to make, have made, copy, modify, make derivative works of, use, perform, display publicly,sell, and otherwise distribute such Pre-Existing Materials in connection with the Deliverables.This provision shall not apply to any of the Goods and/or Services classified as Proprietary Information as set forth and defined in the JOC System License contained herein.The access,use and ownership of the Proprietary Information shall be exclusively governed by the terms of the JOC System License. 2. The Deliverables must be new and original. Supplier must not use any Pre-Existing Materials in the Deliverables without UC's prior written permission. 3. Whenever any invention or discovery is made or conceived by Supplier in the course of or in connection with the Agreement, Supplier will promptly furnish UC complete information with respect thereto and UC will have the sole power to determine whether and where a patent application will be filed and to determine the disposition of title to and all rights under any application or patent that may result. 4. Supplier is specifically subject to an obligation to, and hereby does, assign all right, title and interest in any such intellectual property rights to UC as well as all right,title and interest in tangible research products embodying any such inventions whether the inventions are patentable or not. Supplier agrees to promptly execute any additional documents or forms that UC may require in order to effectuate such assignment. C. General. Should the Goods and/or Services become,or in Supplier's opinion be likely to become,the subject of a claim of infringement of any patent,copyright,trademark,trade name,trade secret,or other proprietary or contractual right of any third party,Supplier will provide written notice to UC of the circumstances giving rise to such claim or likely claim. In the event that UC receives notice of a claim of infringement or is made a party to or is threatened with being made a party to any claim of infringement related to the Goods and/or Services,UC will provide Supplier with notice of such claim or threat. Following receipt of such notice, Supplier will either(at Supplier's sole election)(i)procure for UC the right to continue to use the affected portion of the Goods and/or Services,or(ii)replace or otherwise modify the affected portion of the Goods and/or Services to make them non-infringing, or obtain a reasonable substitute product for the affected portion of the Goods and/or Services,provided that any replacement, modification or substitution under this paragraph does not effect a material change in the Goods and/or Services'functionality. If none of the foregoing options is reasonably acceptable to UC,UC will have the right to terminate the Agreement without damage, penalty,cost or further obligation. D. UC Rights to Institutional Information.Institutional Information shall belong exclusively to UC and unless expressly provided,this Agreement shall not be construed as conferring on Supplier any patent,copyright,trademark,license right or trade secret owned or obtained by UC.Any right for Supplier to use Institutional Information is solely provided on a non-exclusive basis,and only to the extent required for Supplier to provide the Goods or Services under the Agreement.As used herein,"Institutional Information" means any information or data created,received,and/or collected by UC or on its behalf,including but not limited to application logs,metadata and data derived from such data. ARTICLE 8—INDEMNITY AND LIABILITY To the fullest extent permitted by law,Supplier will defend,indemnify,and hold harmless UC,its officers,employees,and agents,from and against all losses,expenses(including,without limitation,reasonable attorneys'fees and costs),damages,and liabilities of any kind resulting from or arising out of the Agreement, including the performance hereunder of Supplier, its officers,employees,agents,sub-suppliers,or Page 4 of 17 Revised 2/27/2020 J-9 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J :g`t•••,0 •'• UNIVERSITY Terms and Conditions of Purchase OF CALIFORNIA anyone directly or indirectly employed by Supplier,or any person or persons under Supplier's direction and control, provided such losses, expenses, damages and liabilities are due or claimed to be due to the acts or omissions of Supplier, its officers, employees, agents, subsuppliers,or anyone directly or indirectly employed by Supplier,or any person or persons under Supplier's direction and control. UC agrees to provide Supplier with prompt notice of any such claim or action and to permit Supplier to defend any claim or action,and that UC will cooperate fully in such defense. UC retains the right to participate in the defense against any such claim or action,and the right to consent to any settlement,which consent will not unreasonably be withheld. In the event Appendix DS applies to this Agreement,Supplier shall reimburse or otherwise be responsible for any costs,fines or penalties imposed against UC as a result of Supplier's Breach of Institutional Information and/or failure to cooperate with UC's response to such Breach.As used herein,"Breach"means:(1)any disclosure of Institutional Information to an unauthorized party or in an unlawful manner; (2) unauthorized or unlawful acquisition of information that compromises the security, confidentiality or integrity of Institutional Information and/or IT Resources;and(3)the acquisition,access,use,or disclosure of Protected Health Information or medical information in a manner not permitted under the Health Insurance Portability and Accountability Act(HIPAA)or California law."IT Resources" means IT infrastructure,cloud services,software,and/or hardware with computing and/or networking capability that is Supplier owned/managed, or UC-owned,or a personally owned device that stores Institutional Information,is connected to UC systems,is connected to UC networks, or is used for UC business. ARTICLE 9—INSURANCE Supplier,at its sole cost and expense,will insure its activities in connection with providing the Goods and/or Services and obtain, keep in force,and maintain the following insurance with the minimum limits set forth below,unless UC specifies otherwise: A. Commercial Form General Liability Insurance(contractual liability included)with limits as follows: 1. Each Occurrence$1,000,000 2. Products/Completed Operations Aggregate$2,000,000 3. Personal and Advertising Injury$1,000,000 4. General Aggregate$2,000,000 B. Business Automobile Liability Insurance for owned,scheduled, non-owned,or hired automobiles with a combined single limit of not less than one million dollars($1,000,000)per occurrence.(Required only if Supplier drives on UC premises or transports UC employees, officers,invitees,or agents in the course of supplying the Goods and/or Services to UC.) C. If applicable,Professional Liability Insurance with a limit of two million dollars($2,000,000)per occurrence or claim with an aggregate of not less than two million dollars ($2,000,000). If this insurance is written on a claims-made form, it will continue for three years following termination of the Agreement. The insurance will have a retroactive date of placement prior to or coinciding with the effective date of the Agreement. D. Workers'Compensation as required by applicable state law and Employer's Liability with limits of one million dollars($1,000,000)per occurrence. Workers' Compensation as required by applicable state law and Employer's Liability with limits of one million dollars ($1,000,000)per occurrence. E. If applicable, Supplier Fidelity Bond or Crime coverage for the dishonest acts of its employees in a minimum amount of one million dollars($1,000,000).Supplier will endorse such policy to include a "Regents of the University of California Coverage"or"Joint Payee Coverage"endorsement.UC and,if so requested,UC's officers,employees,agents and sub-suppliers will be named as"Loss Payee,as Their Interest May Appear"in such Fidelity Bond. F. In the event Appendix IDS applies to this Agreement,Supplier,at its sole cost and expense,will obtain,keep in force,and maintain one or more insurance policies that provide coverage for technology,professional liability,data protection,and/or cyber liability.Typically referred to as Privacy,Technology and Data Security Liability,Cyber Liability,or Technology Professional Liability insurance,it will cover liabilities for financial loss due to the acts, omissions, or intentional misconduct of Supplier, its officers, employees, agents, subsuppliers,or anyone directly or indirectly employed by Supplier,or any person or persons under Supplier's direction and control, in connection with the performance of this Agreement,as well as all Supplier costs,including damages it is obligated to pay UC or any third party,that are associated with any confirmed or suspected Breach or compromise of Institutional Information. In some cases, Professional Liability policies may include some coverage for data breaches or loss of Institutional Information. Regardless of the type of policy(ies)in place,such coverage will include without limitation:(i)costs to notify parties whose data were lost or compromised; (ii) costs to provide credit monitoring and credit restoration services to parties whose data were lost or compromised; (iii) costs associated with third party claims arising from the confirmed or suspected Breach or loss of Institutional Information, including Page 5 of 17 Revised 2/27/2020 J-10 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J :g`t•••,0 •'• UNIVERSITY Terms and Conditions of Purchase OF CALIFORNIA litigation costs and settlement costs; (iv) any investigation, enforcement,fines and penalties, or similar miscellaneous costs; and (v) any payment made to a third party as a result of extortion related to a confirmed or suspected Breach. The following insurance coverage is based on the highest Protection Level Classification of Institutional Information identified in Exhibit 1 to Appendix DS: 1. P1-This insurance policy must have minimum limits of$500,000 each occurrence and$500,000 in the aggregate. 2. P2-This insurance policy must have minimum limits of$1,000,000 each occurrence and$1,000,000 in the aggregate. 3. P3 and P4, less than 70,000 records - this insurance policy must have minimum limits of $5,000,000 each occurrence and $5,000,000 in the aggregate. 4. P3 and P4, 70,000 or more records - this insurance policy must have minimum limits of $10,000,000 each occurrence and $10,000,000 in the aggregate. Protection Level Classifications are defined in the UC Systemwide Information Security Classification of Information and IT Resources: https://securitV.ucop.edu/policies/institutional-information-and-it-resource-classification.html G. Additional other insurance in such amounts as may be reasonably required by UC against other insurable risks relating to performance. If the above insurance is written on a claims-made form,it will continue for three years following termination of the Agreement.The insurance will have a retroactive date of placement prior to or coinciding with the effective date of the Agreement. If the above insurance coverage is modified,changed or cancelled,Supplier will provide UC with not less than fifteen (15) days' advance written notice of such modification,change,or cancellation,and will promptly obtain replacement coverage that complies with this Article. I. The coverages referred to under A and B of this Article must include UC as an additional insured. It is understood that the coverage and limits referred to under A,B and C of this Article will not in any way limit Supplier's liability.Supplier will furnish UC with certificates of insurance(and the relevant endorsement pages)evidencing compliance with all requirements prior to commencing work under the Agreement.Such certificates will: 1. Indicate that The Regents of the University of California has been endorsed as an additional insured for the coverage referred to under A and B of this Article.This provision will only apply in proportion to and to the extent of the negligent acts or omissions of Supplier,its officers,agents,or employees. 2. Include a provision that the coverage will be primary and will not participate with or be excess over any valid and collectible insurance or program of self-insurance carried or maintained by UC. ARTICLE 10—USE OF UC NAME AND TRADEMARKS Supplier will not use the UC name,abbreviation of the UC name,trade names and/or trademarks (i.e., logos and seals)or any derivation thereof,in any form or manner in advertisements,reports,or other information released to the public,or place the UC name,abbreviations, trade names and/or trademarks or any derivation thereof on any consumer goods, products, or services for sale or distribution to the public,without UC's prior written approval. Supplier agrees to comply at all times with California Education Code Section 92000. ARTICLE 11—FEDERAL FUNDS Supplier who supplies Goods and/or Services certifies and represents its compliance with the following clauses,as applicable. Supplier shall promptly notify UC of any change of status with regard to these certifications and representations. These certifications and representations are material statements upon which UC will rely. A. For commercial transactions involving funds on a federal contract (federal awards governed by the FAR), the following provisions apply,as applicable: 1. FAR 52.203-13,Contractor Code of Business Ethics and Conduct; 2. FAR 52.203-17,Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights; 3. FAR 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements; 4. FAR 52.219-8, Utilization of Small Business Concerns; 5. FAR 52.222-17, Non-displacement of Qualified Workers; 6. FAR 52.222-21, Prohibition of Segregated Facilities; 7. FAR 52.222-26, Equal Opportunity; 8. FAR 52.222-35, Equal Opportunity for Veterans; Page 6 of 17 Revised 2/27/2020 J-11 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J :g`t•••,0 •'• UNIVERSITY Terms and Conditions of Purchase OF CALIFORNIA 9. FAR 52.222-36, Equal Opportunity for Workers with Disabilities; 10. FAR 52.222-37, Employment Reports on Veterans; 11. FAR 52.222-40, Notification of Employee Rights Under the National Labor Relations Act; 12. FAR 52.222-41,Service Contract Labor Standards; 13. FAR 52.222-50,Combating Trafficking in Persons; 14. FAR 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements; 15. FAR 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services- Requirements; 16. FAR 52.222-54, Employment Eligibility Verification; 17. FAR 52.222-55, Minimum Wages Under Executive Order 13658; 18. FAR 52.222-62, Paid Sick Leave under Executive Order 13706; 19. FAR 52.224-3, Privacy Training; 20. FAR 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations; 21. FAR 52.233-1, Disputes;and 22. FAR 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels. B. For non-commercial transactions involving funds on a federal contract,the UC Appendix titled'Federal Government Contracts Special terms and Conditions (Non-Commercial Items or Services)' and located at www.ucop.edu/procurement- services/policiesforms/index.html is hereby incorporated herein by this reference. C. For transactions involving funds on a federal grant or cooperative agreement (federal awards governed by eCFR Title 2, Subtitle A, Chapter II,Part 200)the following provisions apply,as applicable: 1. Rights to Inventions. If Supplier is a small business firm or nonprofit organization, and is providing experimental, development, or research work under this transaction, Supplier must comply with the requirements of 3 CFR Part 401, "Rights to Inventions Made by nonprofit Organizations and Small Business Firms Under Government Grants,Contracts,and Cooperative Agreements". 2. Clean Air Act.Supplier agrees to comply with all applicable standards,orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency(EPA). 3. Byrd Anti-Lobbying. Supplier certifies that it will not, and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress,officer or employee of Congress,or an employee of a member of Congress in connection with obtaining any Federal contract,grant or any other award covered by 31 U.S.C.1352. 4. Procurement of Recovered Materials. If Supplier is a state agency or agency of a political subdivision of a state, then Supplier must comply with section 6002 of the Solid Waste Disposal Act,as amended by the Resource Conservation and Recovery Act. D. In these provisions,the term"contractor"as used therein will refer to Supplier,and the terms"Government"or"Contracting Officer" as used therein will refer to UC. Where a purchase of items is for fulfillment of a specific U.S. Government prime or subcontract, additional information and/or terms and conditions may be included in an attached supplement. By submitting an invoice to UC, Supplier is representing to UC that,at the time of submission: 1. Neither Supplier nor its principals are presently debarred,suspended, or proposed for debarment by the U.S.government(see FAR 52.209-6); 2. Supplier has filed all compliance reports required by the Equal Opportunity clause(see FAR 52.222-22);and 3. Any Supplier representations to UC about U.S.Small Business Administration or state and local classifications, including but not limited to size standards,ownership,and control,are accurate and complete. 4. Byrd Anti-Lobbying. Supplier certifies that it will not, and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress,officer or Page 7 of 17 Revised 2/27/2020 J-12 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J :g`t•••,0 •'• UNIVERSITY Terms and Conditions of Purchase OF CALIFORNIA employee of Congress,or an employee of a member of Congress in connection with obtaining any Federal contract,grant or any other award covered by 31 U.S.C.1352. ARTICLE 12—EQUAL OPPORTUNITY AFFIRMATIVE ACTION Supplier will abide by the requirements set forth in Executive Orders 11246 and 11375. Where applicable,Supplier will comply with 41 CFR §§60-1.4(a),60-300.5(a)and 60-741.5(a),incorporated by reference with this statement: "This contractor and subcontractor shall abide by the requirements of 41 CFR§§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities,and prohibit discrimination against all individuals based on their race,color,religion,sex,sexual orientation,gender identity,or national origin.Moreover,these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race,color,religion,sex,sexual orientation,gender identity,national origin,protected veteran status or disability." With respect to activities occurring in the State of California,Supplier agrees to adhere to the California Fair Employment and Housing Act. Supplier will provide UC on request a breakdown of its labor force by groups as specified by UC,and will discuss with UC its policies and practices relating to its affirmative action programs.Supplier will not maintain or provide facilities for employees at any establishment under its control that are segregated on a basis prohibited by federal law.Separate or single-user restrooms and necessary dressing or sleeping areas must be provided,however,to ensure privacy. ARTICLE 13—LIENS Supplier agrees that upon UC's request,Supplier will submit a sworn statement setting forth the work performed or material furnished by sub-suppliers and material men,and the amount due and to become due to each,and that before the final payment called for under the Agreement, will upon UC's request submit to UC a complete set of vouchers showing what payments have been made for such work performed or material furnished. Supplier will promptly notify UC in writing,of any claims,demands,causes of action,liens or suits brought to its attention that arise out of the Agreement. UC will not make final payment until Supplier, if required, delivers to UC a complete release of all liens arising out of the Agreement, or receipts in full in lieu thereof, as UC may require, and if required in either case, an affidavit that as far as it has knowledge or information,the receipts include all the labor and materials for which a lien could be filed; but Supplier may,if any sub-supplier refuses to furnish a release or receipt in full,furnish a bond satisfactory to UC to indemnify it against any claim by lien or otherwise. If any lien or claim remains unsatisfied after all payments are made,Supplier will refund to UC all monies that UC may be compelled to pay in discharging such lien or claim,including all costs and reasonable attorneys'fees. ARTICLE 14—PREMISES WHERE SERVICES ARE PROVIDED A. Cleaning Up. Supplier will at all times keep UC premises where the Services are performed and adjoining premises free from accumulations of waste material or rubbish caused by its employees or work of any of its sub-suppliers,and,at the completion of the Services;will remove all rubbish from and about the premises and all its tools, scaffolding, and surplus materials, and will leave the premises"broom clean"or its equivalent, unless more exactly specified. In case of dispute between Supplier and its sub-suppliers as to responsibility for the removal of the rubbish,or if it is not promptly removed, UC may remove the rubbish and charge the cost to Supplier. B. Environmental,Safety, Health and Fire Protection. Supplier will take all reasonable precautions in providing the Goods and Services to protect the health and safety of UC employees and members of the public and to minimize danger from all hazards to life and property, and will comply with all applicable environmental protection, health, safety, and fire protection regulations and requirements(including reporting requirements). In the event that Supplier fails to comply with such regulations and requirements, UC may,without prejudice to any other legal or contractual rights of UC,issue an order stopping all or any part of the provision of the Goods and/or Services;thereafter a start order for resumption of providing the Goods and/or Services may be issued at UC's discretion. Supplier will not be entitled to make a claim for extension of time or for compensation or damages by reason of or in connection with such stoppage. Supplier will have sole responsibility for the safety of all persons employed by Supplier and its sub-suppliers on UC premises,or any other person who enters upon UC premises for reasons relating to the Agreement. Supplier will at all times maintain good order among its employees and all other persons who come onto UC's premises at Supplier's request and will not engage any unfit or unskilled person to provide the Goods and/or Services. Supplier will confine its employees and all other persons who come onto UC's premises at Supplier's request or for reasons relating to the Agreement and its equipment to that portion of UC's premises where the Services are to be provided or to roads leading to and from such work sites,and to any other area which UC may permit Page 8 of 17 Revised 2/27/2020 J-13 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J :g`t•••,0 •'• UNIVERSITY Terms and Conditions of Purchase OF CALIFORNIA Supplier to use. Supplier will take all reasonable measures and precautions at all times to prevent injuries to or the death of any of its employees or any other person who enters upon UC premises at Supplier's request. Such measures and precautions will include, but will not be limited to, all safeguards and warnings necessary to protect workers and others against any conditions on the premises that could be dangerous and to prevent accidents of any kind whenever the Goods and/or Services are being provided in proximity to any moving or operating machinery, equipment or facilities,whether such machinery, equipment or facilities are the property of or are being operated by,Supplier,its sub-suppliers,UC or other persons.To the extent compliance is required,Supplier will comply with all relevant UC safety rules and regulations when on UC premises. C. Tobacco-free Campus. UC is a tobacco-free institution. Use of cigarettes, cigars, oral tobacco, electronic cigarettes and all other tobacco products is prohibited on all UC owned or leased sites. ARTICLE 15—LIABILITY FOR UC-FURNISHED PROPERTY Supplier assumes complete liability for any materials UC furnishes to Supplier in connection with the Agreement and Supplier agrees to pay for any UC materials Supplier damages or otherwise is not able to account for to UC's satisfaction. UC furnishing to Supplier any materials in connection with the Agreement will not, unless otherwise expressly provided in writing by UC, be construed to vest title thereto in Supplier. ARTICLE 16—COOPERATION Supplier and its sub-suppliers, if any, will cooperate with UC and other suppliers and will so provide the Services that other cooperating suppliers will not be hindered,delayed or interfered with in the progress of their work,and so that all of such work will be a finished and complete job of its kind. ARTICLE 17—ADDITIONAL TERMS APPLICABLE TO THE FURNISHING OF GOODS The terms in this Article have special application to the furnishing of Goods: A. Price Decreases. Supplier agrees immediately to notify UC of any price decreases from its suppliers,and to pass through to UC any price decreases. B. Declared Valuation of Shipments. Except as otherwise provided in the Agreement,all shipments by Supplier under the Agreement for UC's account will be made at the maximum declared value applicable to the lowest transportation rate or classification and the bill of lading will so note. C. Title. Title to the Goods purchased under the Agreement will pass directly from Supplier to UC at the f.o.b.point shown,or as otherwise specified in the Agreement,subject to UC's right to reject upon inspection. D. Changes.Notwithstanding the terms in Article 34,Amendments,UC may make changes within the general scope of the Agreement in drawings and specifications for specially manufactured Goods,place of delivery,method of shipment or packing of the Agreement by giving notice to Supplier and subsequently confirming such changes in writing. If such changes affect the cost of or the time required for performance of the Agreement, UC and Supplier will agree upon an equitable adjustment in the price and/or delivery terms. Supplier may not make changes without UC's written approval. Any claim of Supplier for an adjustment under the Agreement must be made in writing within thirty (30)days from the date Supplier receives notice of such change unless UC waives this condition in writing. Nothing in the Agreement will excuse Supplier from proceeding with performance of the Agreement as changed hereunder. Supplier may not alter or misbrand,within the meaning of the applicable Federal and State laws,the Goods furnished. E. Forced,Convict and Indentured Labor.Supplier warrants that no foreign-made Goods furnished to UC pursuant to the Agreement will be produced in whole or in part by forced labor,convict labor,or indentured labor under penal sanction. If UC determines that Supplier knew or should have known that it was breaching this warranty,UC may,in addition to terminating the Agreement, remove Supplier from consideration for UC contracts for a period not to exceed one year. This warranty is in addition to any applicable warranties in Articles 6 and 11. F. Export Control.Supplier agrees to provide UC(the contact listed on the Purchase Order)with written notification that identifies the export-controlled Goods and such Goods'export classification if any of the Goods is export-controlled under the International Traffic in Arms Regulations (ITAR) (22 CFR §§ 120-130), the Export Administration Regulations (15 CFR §§ 730-774) 500 or 600 series, or controlled on a military strategic goods list. Supplier agrees to provide UC(the contact listed on the Purchase Order) with written Page 9 of 17 Revised 2/27/2020 J-14 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J :g`t•••,0 •'• UNIVERSITY Terms and Conditions of Purchase OF CALIFORNIA notification if Supplier will be providing information necessary for the operation, installation (including on-site installation), maintenance(checking),repair,overhaul,and refurbishing of the Goods that is beyond a standard user manual(i.e."Use"technology as defined under the EAR 15 CFR§772.1),or"Technical Data"(as defined under the ITAR 22 CFR§120.10). ARTICLE 18—CONFLICT OF INTEREST Supplier affirms that,to the best of Supplier's knowledge, no UC employee who has participated in UC's decision-making concerning the Agreement has an"economic interest"in the Agreement or Supplier. A UC employee's"economic interest"means: A. An investment worth$2,000 or more in Supplier or its affiliate; B. A position as director,officer,partner,trustee,employee or manager of Supplier or its affiliate;C. Receipt during the past 12 months of$500 in income or$440 in gifts from Supplier or its affiliate;or D. A personal financial benefit from the Agreement in the amount of$250 or more. In the event of a change in these economic interests,Supplier will provide written notice to UC within thirty(30)days after such change, noting such changes. Supplier will not be in a reporting relationship to a UC employee who is a near relative,nor will a near relative be in a decision making position with respect to Supplier. ARTICLE 19—AUDIT REQUIREMENTS The Agreement,and any pertinent records involving transactions relating to this Agreement,is subject to the examination and audit of the Auditor General of the State of California or Comptroller General of the United States or designated Federal authority for a period of up to five (5) years after final payment under the Agreement. UC, and if the underlying grant, cooperative agreement or federal contract so provides,the other contracting Party or grantor(and if that be the United States or an instrumentality thereof,then the Comptroller General of the United States) will have access to and the right to examine Supplier's pertinent books, documents, papers, and records involving transactions and work related to the Agreement until the expiration of five (5) years after final payment under the Agreement. The examination and audit will be confined to those matters connected with the performance of the Agreement, including the costs of administering the Agreement. ARTICLE 20—PROHIBITION ON UNAUTHORIZED USE OR DISCLOSURE OF INSTITUTIONAL INFORMATION A. Prohibition on Access,Use and Disclosure of Institutional Information.Supplier will not access,use or disclose Institutional Information, other than to carry out the purposes for which UC disclosed the Institutional Information to Supplier,except as required by applicable law, or as otherwise authorized in writing by UC prior to Supplier's disclosure. Supplier shall have the limited right to disclose Institutional Information to Supplier's employees provided that: (i) Supplier shall disclose only such Institutional Information as is necessary for the Supplier to perform its obligations under this Agreement,and(ii)Supplier informs such employees of the obligations governing the access,use and disclosure of Institutional Information prior to Supplier's disclosure.Supplier shall be liable for any breach of this Agreement by its employees. For avoidance of doubt,this provision prohibits Supplier from using for its own benefit Institutional Information and any information derived therefrom. For the avoidance of doubt, the sale of Institutional Information is expressly prohibited. B. Compliance with Applicable Laws and Industry Best Practices.Supplier agrees to comply with all applicable state,federal,and foreign laws,as well as industry best practices,governing the collection,access,use,disclosure,safeguarding and destruction of Institutional Information. Supplier agrees to protect the privacy and security of Institutional Information according to all applicable laws and industry best practices,and no less rigorously than it protects its own information,but in no case less than reasonable care. C. Confidential Institutional Information.Supplier agrees to hold UC's Confidential Institutional Information,and any information derived therefrom, in strict confidence. Confidential Institutional Information shall be defined as any Institutional Information which is (i) marked as"Confidential"at the time of disclosure;(ii)if disclosed orally, identified at the time of such oral disclosure as confidential, and reduced to writing as "Confidential" within thirty (30) days of such oral disclosure; and (iii) if not marked as "Confidential," information that would be considered by a reasonable person in the relevant field to be confidential given its content and the circumstances of its disclosure. Confidential Information will not be considered confidential to the extent that: (i) Supplier can demonstrate by written records was known to Supplier prior to the effective date of the Agreement;(ii)is currently in,or in the future Page 10 of 17 Revised 2/27/2020 J-15 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J :g`t•••,0 •'• UNIVERSITY Terms and Conditions of Purchase OF CALIFORNIA enters,the public domain other than through a breach of the Agreement or through other acts or omissions of Supplier;(iii)is obtained lawfully from a third party;or(iv)is disclosed under the California Public Records Act or legal process. For the avoidance of doubt,as applicable to Supplier's Services, Confidential Institutional Information may include any information that identifies or is capable of identifying a specific individual,including but not limited to: 1. Personally identifiable information, 2. Protected Health Information as defined by the Health Insurance Portability and Accountability Act of 1996(HIPAA)and the HIPAA regulations(including,but not limited to 45 C.F.R.§160.103), 3. Medical information as defined by California Civil Code§56.05, 4. Cardholder data, 5. Student records,or 6. Individual financial information that is subject to laws restricting the use and disclosure of such information, including but not limited to: a. Article 1,Section 1 of the California Constitution;the California Information Practices Act(Civil Code§1798 et seq.); b. The federal Gramm-Leach-Bliley Act(15 U.S.C.§§6801(b)and 6805(b)(2)); c. The federal Family Educational Rights and Privacy Act(20 U.S.C.§1232g); d. The federal Fair and Accurate Credit Transactions Act(15 U.S.C.§1601 et seq.); e. The Fair Credit Reporting Act(15 U.S.C.§1681 et seq),and f. Applicable international privacy laws,including,but not limited to the General Data Protection Regulation. D. Required Disclosures of Institutional Information.If Supplier is required by a court of competent jurisdiction or an administrative body to disclose Institutional Information,Supplier will notify UC in writing immediately upon receiving notice of such requirement and prior to any such disclosure(unless Supplier is prohibited by law from doing so),to give UC an opportunity to oppose or otherwise respond to such disclosure.To the extent Supplier still required to disclose Institutional Information,Supplier will furnish only that portion that is legally required and will exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be afforded to any Confidential Institutional Information. E. No Offshoring. Supplier's transmission,transportation or storage of Institutional Information outside the United States,or access of Institutional Information from outside the United States,is prohibited except with prior written authorization by UC. F. Conflict in Terms. UC's Appendix—Data Security,Appendix—BAA, and/or Appendix GDPR will control in the event that one or more appendices is incorporated into the Agreement and conflicts with the provisions of this Article. G. Acknowledgement.Supplier acknowledges that remedies at law would be inadequate to protect UC against any actual or threatened breach of this Section by Supplier,and,without prejudice to any other rights and remedies otherwise available to UC,Supplier agrees to the granting of injunctive relief in UC's favor without proof of actual damages. ARTICLE 21—UC WHISTLEBLOWER POLICY UC is committed to conducting its affairs in compliance with the law,and has established a process for reporting and investigating suspected improper governmental activities. Please visit http://www.ucop.edu/uc-whistleblower/for more information. ARTICLE 22—SUSTAINABLE PROCUREMENT GUIDELINES Supplier will conduct business using environmentally,socially,and economically sustainable products and services(defined as products and services with a lesser or reduced effect on human health and the environment,and which generate benefits to the University as well as to society and the economy,while remaining within the carrying capacity of the environment),to the maximum possible extent consistent with the Agreement, and with the University of California Sustainable Practices Policy (https://policy.ucop.edu/doc/3100155) and the University of California Sustainable Procurement Guidelines: (https://www.ucop.edu/procurement-services/ files/sustainableprocurementguidelines.pdf). In accordance with the University of California Sustainable Practices Policy, Supplier will adhere to the following requirements and standards, as applicable. Supplier acknowledges that failure to comply with any of the sustainability standards and requirements in the Agreement will constitute a material breach of the Agreement and UC will have the right to terminate the Agreement without damage, penalty,cost or further obligation. Page 11 of 17 Revised 2/27/2020 J-16 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J :g`t•••,0 •'• UNIVERSITY Terms and Conditions of Purchase OF CALIFORNIA A. Sustainability Marketing Standards.Supplier sustainability related claims,where applicable, must meet UC recognized certifications and standards set forth in the UC Sustainable Procurement Guidelines and/or meet the standards of Federal Trade Commission's(FTC) Green Guides. B. Electronic Transfer of Supplier Information.Suppliers,when interacting with the UC,shall be prohibited from providing hard copies of presentations,marketing material,or other informational materials.Suppliers will be required to present all information in electronic format that is easily transferable to UC staff. Materials may be provided in hard copy or physical format if specifically required or requested by a UC representative. C. Packaging Requirements.All packaging must be compliant with the Toxics in Packaging Prevention Act (AB 455) and must meet all additional standards and requirements set forth in the UC Sustainable Practices Policy.In addition,UC requires that all packaging meet at least one of the criteria listed below: 1. Uses bulk packaging; 2. Uses reusable packaging(e.g.totes reused by delivery service for next delivery); 3. Uses innovative packaging that reduces the weight of packaging, reduces packaging waste, or utilizes packaging that is a component of the product; 4. Maximizes recycled content and/or meets or exceeds the minimum post-consumer content level for packaging in the U.S. Environmental Protection Agency Comprehensive Procurement Guidelines; 5. Uses locally recyclable or certified compostable material. D. Foodservice Foam Ban. As of 2018, the University no longer allows packaging foam or expanded polystyrene (EPS) for takeaway containers or other food service items,in any University-owned or-operated food service facility. E. Product Packaging Foam Ban. Beginning January 1st, 2020, the University will prohibit all contracted and non-contracted suppliers from selling or distributing packaging foam (other than that utilized for laboratory supply or medical packaging) to UC campuses. Packaging foam is defined as any open or closed cell, solidified, polymeric foam used for cushioning or packaging, including but not limited to: low-density polyethylene foam, polypropylene foam, polystyrene foam (i.e. expanded polystyrene (EPS)), polyurethane foam, polyethylene foam, polyvinyl chloride (PVC)foam, and microcellular foam. Not included in this ban are easily biodegradable, plant-based foams such as those derived from corn or mushrooms. F. E-Waste Recycling Requirements.All recyclers of UC electronic equipment must be e-Steward certified by the Basel Action Network (BAN). G. Hosted and Punch-out Catalog Requirements.Suppliers enabled with eProcurement hosted catalog functionality must clearly identify products with UC-recognized certifications,as defined by the UC Sustainable Procurement Guidelines, in both hosted and punch-out catalog e-procurement environments. ARTICLE 23—PATIENT PROTECTION AND AFFORDABLE CARE ACT(PPACA)EMPLOYER SHARED RESPONSIBILITY If the Services involve Supplier furnishing UC with temporary or supplementary staffing,Supplier warrants that: A. If Supplier is an Applicable Large Employer(as defined under Treasury Regulation Section 54.4980H-1(a)(4)): 1. Supplier offers health coverage to its full-time employees who are performing Services for UC; 2. Supplier's cost of enrolling such employees in Supplier's health plan is factored into the fees for the Services;and 3. The fees for the Services are higher than what the Services would cost if Supplier did not offer health coverage to such full-time employees. B. If Supplier is not an Applicable Large Employer(as defined above): 1. Supplier offers group health coverage to its full-time employees who are performing Services for UC and such coverage is considered Minimum Essential Coverage(as defined under Treasury Regulation Section 1-5000A-2)and is Affordable(as defined under Treasury Regulation Section 54.4980H-5(e));or 2. Supplier's full-time employees who are performing services for UC have individual coverage and such coverage satisfies the PPACA requirements for mandated individual coverage. Page 12 of 17 Revised 2/27/2020 J-17 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J :g`t•••,0 •'• UNIVERSITY Terms and Conditions of Purchase OF CALIFORNIA Supplier acknowledges that UC is relying on these warranties to ensure UC's compliance with the PPACA Employer Shared Responsibility provision. ARTICLE 24-PREVAILING WAGES Unless UC notifies Supplier that the Services are not subject to prevailing wage requirements,Supplier will comply,and will ensure that all sub-suppliers comply,with California prevailing wage provisions,including but not limited to those set forth in Labor Code sections 1770, 1771, 1771.1, 1772, 1773, 1773.1, 1774, 1775, 1776, 1777.5,and 1777.6. For purposes of the Agreement,the term "sub-supplier"means a person or firm, of all tiers, that has a contract with Supplier or with a sub-supplier to provide a portion of the Services. The term subsupplier will not include suppliers,manufacturers,or distributors.Specifically,and not by way of limitation,if apprenticable occupations are involved in providing the Services,Supplier will be responsible for ensuring that Supplier and any sub-suppliers comply with Labor Code Section 1777.5. Supplier and sub-supplier may not provide the Services unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5 and 1771.1.Notwithstanding the foregoing provisions,Supplier will be solely responsible fortracking and ensuring proper payment of prevailing wages regardless if Services are partially or wholly subject to prevailing wage requirements. In every instance,Supplier will pay not less than the UC Fair Wage(defined as$13 per hour as of 10/1/15,$14 per hour as of 10/1/16,and $15 per hour as of 10/1/17)for Services being performed at a UC Location(defined as any location owned or leased by UC). The California Department of Industrial Relations(DIR) has ascertained the general prevailing per diem wage rates in the locality in which the Services are to be provided for each craft, classification, or type of worker required to provide the Services. A copy of the general prevailing per diem wage rates will be on file at each UC Location's procurement office,and will be made available to any interested party upon request. Supplier will post at any job site: A. Notice of the general prevailing per diem wage rates,and B. Any other notices required by DIR rule or regulation. By this reference, such notices are made part of the Agreement. Supplier will pay not less than the prevailing wage rates, as specified in the schedule and any amendments thereto, to all workers employed by Supplier in providing the Services. Supplier will cause all subcontracts to include the provision that all sub-suppliers will pay not less than the prevailing rates to all workers employed by such subsuppliers in providing the Services. The Services are subject to compliance monitoring and enforcement by the DIR. Supplier will forfeit, as a penalty, not more than $200 for each calendar day or portion thereof for each worker that is paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any portion of the Services provided by Supplier or any sub-supplier.The amount of this penalty will be determined pursuant to applicable law. Such forfeiture amounts may be deducted from the amounts due under the Agreement. If there are insufficient funds remaining in the amounts due under the Agreement,Supplier will be liable for any outstanding amount remaining due.Supplier will also pay to any worker who was paid less than the prevailing wage rate for the work or craft for which the worker was employed for any portion of the Services,for each day, or portion thereof,for which the worker was paid less than the specified prevailing per diem wage rate,an amount equal to the difference between the specified prevailing per diem wage rate and the amount which was paid to the worker. Review of any civil wage and penalty assessment will be made pursuant to California Labor Code section 1742. ARTICLE 25—FAIR WAGE/FAIR WORK If the Agreement is for Services that will be performed at one or more UC Locations,does not solely involve furnishing Goods,and are not subject to extramural awards containing sponsor-mandated terms and conditions,Supplier warrants that it is in compliance with applicable federal,state and local working conditions requirements,including but not limited to those set forth in Articles 11, 12 and 14 herein,and that Supplier pays its employees performing the Services no less than the UC Fair Wage. Supplier agrees UC may conduct such UC Fair Wage/Fair Work interim compliance audits as UC reasonably requests, as determined in UC's sole discretion. Supplier agrees to post UC Fair Wage/Fair Work notices, in the form supplied by UC, in public areas(such as break rooms and lunch rooms)frequented by Supplier employees who perform Services. For Services rendered(actual spend)not subject to prevailing wage requirements in excess of$100,000 in a year(under the Agreement or any combination of agreements for the same service), Supplier will (i) at Supplier's expense, provide an annual independent verification Page 13 of 17 Revised 2/27/2020 J-18 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J :g`t•••,0 •'• UNIVERSITY Terms and Conditions of Purchase OF CALIFORNIA (https://www.ucop.edu/procurement-services/for-suppliers/fwfw-resources-suppliers.html) performed by a licensed public accounting firm (independent accountant) or the Supplier's independent internal audit department (http://na.theiia.org/standardsguidance/topics/Pages/Independence-and-ObjectivitV.aspx) in compliance with UC's required verification standards and procedures (https://www.ucop.edu/procurement-services/for-suppliers/fwfw-resources-suppliers.html), concerning Supplier's compliance with this provision,and (ii)ensure that in the case of a UC interim audit, its independent accountant/independent internal auditor makes available to UC its UC Fair Wage/Fair Work work papers for the most recent verification period.Supplier agrees to provide UC with a UC Fair Wage/Fair Work verification annually,in a form acceptable to UC,no later than ninety days after the end of the 12-month period in which$100,000 in spend is reached. The Fair Wage Fair Work annual independent verification requirement does not extend to contracts for professional services or consulting for which pre-certification has been provided to UC (https://www.ucop.edu/procurement-services/for-suppliers/fwfw- resourcessuppliers.html). Please see the UC Procurement/Supply Chain Management Policy BUS-43 (https://www.ucop.edu/procurementservices/policies-forms/business-and-finance/index.html)for the definition of professional services and consulting. ARTICLE 26—MEDICAL DEVICES This Article applies when the Goods and/or Services involve UC purchasing or leasing one or more medical devices from Supplier,or when Supplier uses one or more medical devices in providing Goods and/or Services to UC. Medical Device as used herein will have the meaning provided by the U.S.Food and Drug Administration("FDA")and means an instrument, apparatus, implement, machine,contrivance, implant, in vitro reagent,or other similar or related article, including a component part,or accessory which is: (i) recognized in the official National Formulary,or the United States Pharmacopoeia, or any supplement to them; (ii) intended for use in the diagnosis of disease or other conditions,or in the cure,mitigation,treatment,or prevention of disease, in humans or other animals,or(iii)intended to affect the structure or any function of the body of humans or other animals,and which does not achieve any of its primary intended purposes through chemical action within or on the body of humans or other animals and which is not dependent upon being metabolized for the achievement of any of its primary intended purposes. Supplier warrants that prior to UC's purchase or lease of any Medical Device or Supplier's use of any Medical Device in providing Goods and/or Services hereunder,Supplier will:(i)perform security testing and validation for each such Goods and/or Services or Medical Device, as applicable; (ii) perform security scans to detect malware on any software embedded within any Goods and/or Services or Medical Device, as applicable, in order to verify that the software does not contain any known malware; (iii) conduct a vulnerability scan encompassing all ports and fuzz testing;and(iv)provide UC with reports for(i)—(iii).Supplier warrants that any Good or Medical Device is compliant with FDA's most current guidance or regulation for the quality system related to the cybersecurity and the Management of Cybersecurity in Medical Devices,and that Supplier will maintain compliance with any updates to such guidance or regulations. Throughout Supplier's performance of this Agreement,Supplier will provide UC with reasonably up-to-date patches,firmware and security updates for any Medical Device provided to UC, and any other Medical Device used in the course of providing Services, as applicable.All such patches and other security updates will be made available to UC within thirty (30) days of its commercial release or as otherwise recommended by Supplier or Supplier's sub-supplier,whichever is earlier. Supplier warrants that all software and installation media not specifically required for any Medical Device used by Supplier or Goods and/or Services delivered to UC under this Agreement as well as files, scripts, messaging services and data will be removed from all such Goods and/or Services or Medical Device following installation,and that all hardware ports and drivers not required for use or operation of such Goods and/or Services or Medical Device will be disabled at time of installation. In addition, Medical Devices must be configured so that only Supplier-approved applications will run on such Medical Devices. Supplier agrees that UC may take any and all actions that it, in its sole discretion,deems necessary to address,mitigate and/or rectify any real or potential security threat,and that no such action,to the extent such action does not compromise device certification,will impact, limit,reduce or negate Supplier's warranties or any of Supplier's other obligations hereunder. Page 14 of 17 Revised 2/27/2020 J-19 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J :g`t•••,0 •'• UNIVERSITY Terms and Conditions of Purchase OF CALIFORNIA Supplier warrants that any Medical Device provided to UC,and any other Medical Device used in the course of providing such Goods and/or Services, meet and comply with all cyber-security guidance and similar standards promulgated by the FDA and any other applicable regulatory body. If the Goods and/or Services entail provision or use of a Medical Device,Supplier will provide UC with a completed Manufacturer Disclosure Statement for Medical Device Security(MDS2)form for each such Medical Device before UC is obligated to purchase or lease such Medical Device or prior to Supplier's use of such device in its performance of Services. If Supplier provides an MDS2 form to UC concurrently with its provision of Goods and/or Services, UC will have a reasonable period of time to review such MDS2 form, and if the MDS2 form is unacceptable to UC,then UC in its sole discretion may return the Goods or terminate the Agreement with no further obligation to Supplier. ARTICLE 27—FORCE MAJEURE Neither Party will be liable for delays due to causes beyond the Party's control (including, but not restricted to, war, civil disturbances, earthquakes,fires,floods,epidemics,quarantine restrictions,freight embargoes,and unusually severe weather). ARTICLE 28—ASSIGNMENT AND SUBCONTRACTING Except as to any payment due hereunder, Supplier may not assign or subcontract the Agreement without UC's written consent. In case such consent is given,the assignee or subcontractor will be subject to all of the terms of the Agreement. ARTICLE 29—NO THIRD-PARTY RIGHTS Nothing in the Agreement,express or implied,is intended to make any person or entity that is not a signer to the Agreement a third-party beneficiary of any right created by this Agreement or by operation of law. ARTICLE 30—OTHER APPLICABLE LAWS Any provision required to be included in a contract of this type by any applicable and valid federal, state or local law, ordinance, rule or regulations will be deemed to be incorporated herein. ARTICLE 31—NOTICES A Party must send any notice required to be given under the Agreement by overnight delivery or by certified mail with return receipt requested,to the other Party's representative at the address specified by such Party. ARTICLE 32—SEVERABILITY If a provision of the Agreement becomes,or is determined to be, illegal, invalid,or unenforceable,that will not affect the legality,validity or enforceability of any other provision of the Agreement or of any portion of the invalidated provision that remains legal, valid, or enforceable. ARTICLE 33—WAIVER Waiver or non-enforcement by either Party of a provision of the Agreement will not constitute a waiver or non-enforcement of any other provision or of any subsequent breach of the same or similar provision. ARTICLE 34—AMENDMENTS The Parties may make changes in the Goods and/or Services or otherwise amend the Agreement, but only by a writing signed by both Parties'authorized representatives.In the event there is a Material Change to the Agreement,the parties agree to meet and confer in good faith in order to modify the terms of the Agreement.A Material Change as used herein refers to: A. A change to the scope of Goods and/or Services to be provided by Supplier,as agreed to by UC; B. A change in the Institutional Information Supplier is required to create,receive,maintain or transmit in performance of the Agreement, such that the Protection Level Classification of such Institutional Information changes; Page 15 of 17 Revised 2/27/2020 J-20 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J :g`t•••,0 •'• UNIVERSITY Terms and Conditions of Purchase OF CALIFORNIA C. Changes in the status of the parties; D. Changes in flow down terms from external parties;and E. Changes in law or regulation applicable to this Agreement. Each party shall notify the other party upon the occurrence of a Material Change. ARTICLE 35—GOVERNING LAW AND VENUE California law will control the Agreement and any document to which it is appended. The exclusive jurisdiction and venue for any and all actions arising out of or brought under the Agreement is in a state court of competent jurisdiction,situated in the county in the State of California in which the UC Location is located or,where the procurement covers more than one UC Location,the exclusive venue is Alameda County,California. ARTICLE 36—ASSISTANCE IN LITIGATION OR ADMINISTRATIVE PROCEEDINGS Supplier will make itself and its employees, subcontractors, or agents assisting Supplier in the performance of its obligations reasonably available to UC at no cost to UC to testify as witnesses,or otherwise,in the event of investigations,or proceedings against UC,its directors, officers,agents,or employees relating to the Goods or Services. ARTICLE 37—SUPPLIER TERMS Any additional terms that Supplier includes in an order form or similar document will be of no force and effect,unless UC expressly agrees in writing to such terms. ARTICLE 38—SURVIVAL CLAUSE Upon expiration or termination of the Agreement, the following provisions will survive: WARRANTIES; INTELLECTUAL PROPERTY, COPYRIGHT,PATENTS,AND DATA RIGHTS;INDEMNITY AND LIABILITY;USE OF UC NAMES AND TRADEMARKS;LIABILITY FOR UC-FURNISHED PROPERTY;COOPERATION;TERMS APPLICABLE TO THE FURNISHING OF GOODS;AUDIT REQUIREMENTS;PROHIBITION ON UNAUTHORIZED USE OR DISCLOSURE OF INSTITUTIONAL INFORMATION;GOVERNING LAW AND VENUE,and,to the extent incorporated into the Agreement, the terms of the APPENDIX—DATA SECURITY,APPENDIX—BAA,and/or APPENDIX-GDPR. ARTICLE 39—CONTRACTING FOR COVERED SERVICES Covered Services, for the purpose of this Agreement, are defined as work customarily performed by bargaining unit employees at the University in the categories of services described in Regents Policy 5402, and American Federation of State, County, and Municipal Employees(AFSCME)Collective Bargaining Agreement Article 5.Covered Services include, but are not necessarily limited to,the following services: cleaning,custodial,janitorial,or housekeeping services;food services; laundry services;grounds keeping; building maintenance (excluding skilled crafts);transportation and parking services;and security services. Unless UC notifies Supplier that the Services are not Covered Services,Supplier warrants that it is in compliance with applicable federal, state and local working conditions requirements, including but not limited to those set forth in in other Articles of the Agreement. In accordance with Regents Policy 5402 and AFSCME Collective Bargaining Agreement Article 5, Supplier also warrants that it pays its employees performing the Covered Services at UC locations the equivalent value of the wages and benefits—as determined in the Wage and Benefit Parity Appendix—received by UC employees providing similar services at the same,or nearest UC location. Supplier agrees UC may conduct such compliance audits as UC reasonably requests,and determined at UC's sole discretion.Supplier agrees to post UC Contracting for Covered Services notices, in the template supplied by UC, in a prominent and accessible place (such as break rooms and lunch rooms)where it may be easily seen by workers who perform Covered Services.The term"Supplier"includes Supplier and its Sub-Suppliers at any tier.Supplier also agrees to: (a) upon UC's request,provide verification of an independent audit performed by Supplier's independent auditor or independent internal audit department(http://na.theiia.org/standards-guidance/topics/Pages/Independence-and-ObmectivitV.aspx)and at Page 16 of 17 Revised 2/27/2020 J-21 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J :g`t•••,0 •'• UNIVERSITY Terms and Conditions of Purchase OF CALIFORNIA Supplier's expense;and (b) ensure that,in the case of a UC interim audit,Supplier's auditor makes available to UC its Contracting for Covered Services work papers for the most recently audited time period.Supplier agrees to provide UC requested verification,in a form acceptable to UC,no later than ninety days after receiving UC's request. Page 17 of 17 Revised 2/27/2020 J-22 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J UNIVERSITY Appendix OF Data Security `y..................... CALIFORNIA ess' ARTICLE 1. PURPOSE AND INTRODUCTION A. In the course of providing the Goods and/or Services contemplated by the Agreement, Supplier may gain access to the University of California's (UC) Institutional Information and/or IT Resources (both defined below). In such an event, UC and Supplier desire to appropriately protect Institutional Information and IT Resources. The purpose of this Appendix-Data Security is to specify Supplier's cybersecurity and risk management responsibilities when Supplier has access to Institutional Information and/or IT Resources. B. Any capitalized terms used here have the meaning ascribed to such terms as set forth in the Agreement or Incorporated Documents. C. Supplier must provide commercially acceptable cybersecurity and cyber risk management to protect Institutional Information and/or IT Resources. This must include, but is not limited to the Supplier: 1. Developing and documenting a plan that protects Institutional Information and IT Resources. • Supplier must responsibly execute this plan. • Supplier's approach must conform to a recognized cybersecurity framework designed for that purpose.' • Supplier's information security plan must be supported by a third-party review or certification. Supplier may only use an alternative to a third- party review if approved by the responsible UC Information Security Officer. 2. Conducting an accurate and thorough assessment of the potential risks to and vulnerabilities of the security of the Institutional Information and/or IT Resources. Supplier must mitigate anticipated risks effectively. This includes implementing commercially acceptable security policies, procedures, and practices that protect Institutional Information and/or IT Resources. 3. Updating its plan to effectively address new cybersecurity risks. 4. Complying with pertinent contractual and regulatory responsibilities. 5. Providing UC with evidence of compliance with Supplier's information security plan. 6. Keeping UC informed with timely updates on risks, vulnerabilities, Security Incidents, and Breaches. 7. Keeping UC informed of any measures UC must perform to ensure the security of Institutional Information and IT Resources. 1 Examples include the latest versions of PCI DSS, NIST CSF,CIS Critical Security Controls, ISO 27002, NIST SP 800-53 and NIST SP 800-171. 8/12/2019 J_23 Page 1 of 12 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J University of California Appendix Data Security D. If, in the course of providing the Goods and/or Services under the Agreement, Supplier engages in transactions with UC affiliated individuals (including but not limited to: students, staff, faculty, customers, patients, guests, volunteers, visitors, research subjects, etc.), as a benefit and result of the Agreement, Supplier must treat any data about UC affiliated individuals that Supplier creates, receives, and/or collects in the course of those transactions with the same level of privacy and security protections and standards as required of Institutional Information by this Appendix. E. Supplier agrees to be bound by the obligations set forth in this Appendix. To the extent applicable, Supplier also agrees to impose, by written contract, the same terms and conditions contained in this Appendix on any sub-supplier retained by Supplier to provide or assist in providing the Goods and/or Services to UC. F. To the extent that a requirement of this Appendix conflicts with those of any other UC Agreement or Incorporated Document, the most stringent requirement (including but not limited to: least risk to UC, shortest time, best practice, etc.) will apply. ARTICLE 2. DEFINED TERMS A. "Breach" means: (1) Any disclosure of Institutional Information to an unauthorized party or in an unlawful manner; (2) Unauthorized or unlawful acquisition of information that compromises the security, confidentiality, or integrity of Institutional Information and/or IT Resources; or (3) The acquisition, access, use, or disclosure of protected health information (PHI) or medical information in a manner not permitted under the Health Insurance Portability and Accountability Act (HIPAA) or California law. B. "Illicit Code" means: (1) Any code UC would not reasonably expect to be present or operating; (2) Hidden software or functionality with adverse or undesired actions or consequences; (3) Code that replicates or transmits Institutional Information or activates operating systems or other similar services without the express knowledge and approval of UC; (4) Code that alters, damages, or erases any Institutional Information or software without the express knowledge and approval of UC; or (5) Code or apparatus that functions in any way as a: key lock, node lock, time-out, "back door," "trap door," "booby trap," "dead drop device," "data scrambling device," or other function, regardless of how it is implemented, which is intended to alter or restrict the use of or access to any Institutional Information and/or IT Resources. C. "Institutional Information" means: Any information or data created, received, and/or collected by UC or on its behalf, including but not limited to: application logs, metadata, and data derived from such data. D. "IT Resource" means: IT infrastructure, cloud services, software, and/or hardware with computing and/or networking capability that is Supplier owned/managed or UC- owned, or a personally owned device that stores Institutional Information, is connected to UC systems, is connected to UC networks, or is used for UC business. IT Resources include, but are not limited to: personal and mobile computing systems and devices, 8/12/2019 J_24 Page 2 of 12 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J University of California Appendix Data Security mobile phones, printers, network devices, industrial control systems (including but not limited to: SCADA, PLCs, DPC, Operational Technology, etc.), access control systems, digital video monitoring systems, data storage systems, data processing systems, backup systems, electronic and physical media, biometric and access tokens, Internet of Things (IoT), or any other device that connects to any UC network. E. "Major Change" means: The implementation of a change that could have an effect on the security of an IT Resource or Institutional Information. The scope includes changes to architectures, processes, tools, metrics, and documentation, as well as changes to IT services and other configuration items. These include changes related to: 1. Technology upgrades or migrations. 2. Responses to Security Incidents. 3. Modifications of scope (data elements, features, location of Institutional Information, etc.). 4. Regulatory guidance. 5. Law and legal regulations. 6. Responses to risk assessments. 7. Addressing vulnerabilities. 8. Material updates or shifts in technologies used by Supplier. F. "Security Incident" means: (1) A material compromise of the confidentiality, integrity, or availability of Institutional Information; (2) A single event or a series of unwanted or unexpected events that has a significant probability of compromising UC business operations or threatening Institutional Information and/or IT Resources; (3) Any event involving a cyber intrusion; or (4) A material failure of Supplier's administrative, technical, or physical controls that resulted or could have resulted in an adverse impact to the confidentiality, integrity, or availability of Institutional Information or IT Resources. ARTICLE 3. ACCESS TO INSTITUTIONAL INFORMATION AND IT RESOURCES A. Supplier must limit its access to, use of, and disclosure of Institutional Information and IT Resources to the least invasive degree necessary required to provide the Goods and/or Services. 1. Supplier may not access or use Institutional Information and IT Resources for any purpose except to provide the Goods and/or Services. 2. For the avoidance of doubt, Supplier may not access, use, or disclose Institutional Information and IT Resources outside the scope of the Agreement for purposes of, including but not limited to: marketing, advertising, research, sale, or licensing unless expressly approved in writing by UC. B. In the event that Goods and/or Services include the review of a specific Security Incident or a threat to or anomaly in Institutional Information or IT Resources, Supplier must limit inspection to the least invasive degree necessary required to perform the investigation. 8/12/2019 J_25 Page 3 of 12 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J University of California Appendix Data Security ARTICLE 4. SUPPLIER'S INFORMATION SECURITY PLAN AND RESPONSIBILITIES A. Supplier acknowledges that UC must comply with information security standards as required by law, regulation, and regulatory guidance, as well as by UC's internal security program that protects Institutional Information and IT Resources. B. Supplier must establish, maintain, comply with, and responsibly execute its information security plan. C. Supplier's initial information security plan is attached as Exhibit 2 and incorporated by reference. D. Updates to Exhibit 2 will occur as follows: 1. On an annual basis, Supplier will review its information security plan, update it as needed, and submit it upon written request by UC. 2. In the event of a Major Change, Supplier will review its information security plan, update it as needed, and submit it to UC as detailed herein. E. If Supplier makes any material modifications to its information security plan that will affect the security of Institutional Information and IT Resources, Supplier must notify UC within seventy-two (72) calendar hours and identify the changes. F. Supplier's Information Security Plan must: 1. Ensure the security (including but not limited to: confidentiality, integrity, and availability) of Institutional Information and IT Resources through the use and maintenance of appropriate administrative, technical, and physical controls; 2. Protect against any reasonably anticipated threats or hazards to Institutional Information and IT Resources; 3. Address the risks associated with Supplier having access to Institutional Information and IT Resources, 4. Comply with applicable regulations and/or external obligations listed in Exhibit 1; 5. Comply with all applicable legal and regulatory requirements for data protection, security, and privacy; 6. Clearly document the cybersecurity responsibilities of each party; 7. Follow UC records retention requirements outlined in the Statement of Work (SOW) or in UC's Terms and Conditions; 8. Prevent the sharing of passwords or authentication secrets that provide access to Institutional Information and/or IT Resources, 9. Prevent the use of passphrases (passwords) or other authentication secrets that are common across customers or multiple unrelated UC sites or units; 10. Prevent unauthorized access to Institutional Information and IT Resources; 11. Prevent unauthorized changes to IT Resources; 12. Prevent the reduction, removal, or turning off of any security control without express written approval from UC; 8/12/2019 J_26 Page 4 of 12 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J University of California Appendix Data Security 13. Prevent the creation of new Supplier accounts to access Institutional Information and IT Resources without express written approval from UC; 14. Prevent the storing, harvesting, or passing through of UC credentials (username, password, authentication secret, or other factor); and 15. Prevent the use or copying of Institutional Information for any purpose not authorized under the Agreement or any associated Statement of Work (SOW). ARTICLES. REQUESTS FROM UC AND EVIDENCE OF COMPLIANCE A. Supplier must provide UC with evidence that demonstrates to UC's reasonable satisfaction Supplier's adherence to its information security plan (including but not limited to: third-party report, attestation signed by an authorized individual, attestation of compliance by a qualified assessor, or a mutually agreed upon equivalent) upon execution of the Agreement, upon reasonable request (including but not limited to: annually, after Major Changes, and/or as a result of a Security Incident), or as required by any applicable regulatory or governmental authority. B. Supplier must respond to UC's reasonable questions related to cybersecurity controls, Security Incidents, or Major Changes, newly published vulnerabilities, and/or risk assessments within ten (10) business days. C. UC may request and perform a security audit using a qualified third party or a mutually agreed upon alternative annually or as a result of a Breach. ARTICLE 6. NOTIFICATION OF MAJOR CHANGES AND VULNERABILITY DISCLOSURES A. Within twenty (20) business days, Supplier must notify UC regarding changes in Supplier's security posture or IT infrastructure. Such notices must occur: 1. When Major Changes happen. 2. When Supplier becomes aware of a vulnerability that warrants a CVE2 rating of "High" or "Critical," based on the latest CVE version, for which a patch is not yet available or for which Supplier will delay application of an available patch. B. Supplier must use commercially acceptable efforts to remediate, within twenty (20) business days, any vulnerability rated as CVE High or Critical. C. In response to Major Changes, Supplier must update its information security plan no later than fifteen (15) days into the next calendar quarter and must provide updated evidence of compliance with the information security plan. 2 Common Vulnerabilities and Exposures(CVE) is a dictionary-type list of standardized names for vulnerabilities and other information related to security exposures maintained by The MITRE Corporation.CVE aims to standardize the names for all publicly known vulnerabilities and security exposures.The goal of CVE is to make it easier to share data across separate vulnerability databases and security tools.The CVE list can be found at: cve.mitre.org 8/12/2019 J_27 Page 5 of 12 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J University of California Appendix Data Security ARTICLE 7. RETURN AND DISPOSAL OF INSTITUTIONAL INFORMATION A. Within thirty (30) calendar days of the termination, cancellation, expiration, or other conclusion of the Agreement, Supplier must return all Institutional Information to UC and then dispose of the Institutional Information in possession of Supplier as detailed herein. This provision also applies to all Institutional Information that is in the possession of sub-suppliers or agents of Supplier. B. Such disposal will be accomplished using the methods described in UC's Institutional Information Disposal Standard (https://security.ucop.edu/policies/institutional-information-disposal.html) or an alternative approved by UC. C. Supplier will certify in writing to UC that such return and/or disposal has been completed. D. If Supplier believes that return and/or disposal of Institutional Information is technically impossible or impractical, Supplier must provide UC with a written statement explaining the reason for this conclusion. If UC determines that return and/or disposal is technically impossible or impractical, Supplier will continue to protect the Institutional Information in accordance with the terms of this Appendix for as long as the Institutional Information is in Supplier's possession. ARTICLE 8. NOTIFICATION OF CORRESPONDENCE CONCERNING INSTITUTIONAL INFORMATION A. Supplier agrees to notify UC promptly, both orally and in writing, but in no event more than seventy-two (72) calendar hours after Supplier receives correspondence or a complaint that relates to a regulation, contractual obligation, Breach, or material risk concerning Institutional Information. For purposes of this Article 8.A, a correspondence or complaint may include, but is not limited to, any communication that originates from law enforcement, regulatory or governmental agencies, government investigators, corporations, or an individual, but excludes normal customer service correspondence or inquiries. ARTICLE 9. COORDINATING, REPORTING, AND RESPONDING TO BREACHES AND SECURITY INCIDENTS A. Reporting of Breach or Security Incident: If Supplier reasonably suspects or confirms a Breach and/or a Security Incident impacting Institutional Information and/or IT Resources, Supplier must promptly notify UC both orally and in writing using the contacts in the Agreement. Supplier must provide such notifications no later than (1) seventy-two (72) calendar hours after the initial suspicion of a Security Incident and/or Breach and (2) seventy-two (72) calendar hours after the initial confirmation of a Security Incident and/or Breach, if Supplier is able to make such a confirmation. Supplier's notification must identify: 1. Contacts for both technical and management coordination; 8/12/2019 J_28 Page 6 of 12 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J University of California Appendix Data Security 2. Escalation and identifying information, such as ticket numbers, system identifiers, etc.; 3. The nature of the Breach and/or Security Incident; 4. The Institutional Information and/or IT Resources affected; 5. What Supplier has done or will do to mitigate any deleterious effect; and 6. What corrective action Supplier has taken or will take to prevent future Security Incidents. B. Supplier will provide other information as reasonably requested by UC. C. In the event of a suspected Breach and/or Security Incident, Supplier will keep UC informed regularly of the progress of its investigation until the incident is resolved. D. Coordination of Breach Response or Security Incident Activities: Supplier will fully cooperate with UC's investigation of any Breach and/or Security Incident involving Supplier and/or Goods and/or Services. Supplier's full cooperation will include, but not be limited to, Supplier: 1. Promptly preserving any potential forensic evidence relating to the Breach and/or Security Incident; 2. Remedying the Breach and/or Security Incident as quickly as circumstances permit; 3. Promptly, but no more than seventy two (72) calendar hours after the discovery of Breach and/or Security Incident, designating a contact person to whom UC will direct inquiries and who will communicate Supplier responses to UC inquiries; 4. As rapidly as circumstances permit, assigning/using appropriate resources to remedy, investigate, and document the Breach and/or Security Incident, to restore UC service(s) as directed by UC, and undertake appropriate response activities; 5. Providing status reports to UC regarding Breach and Security Incident response activities, either on a daily basis or a frequency approved by UC; 6. Coordinating all media, law enforcement, or other Breach and/or Security Incident notifications with UC in advance of such notification(s), unless expressly prohibited by law; 7. Ensuring that knowledgeable Supplier employees are available on short notice, if needed, to participate in UC and Supplier initiated meetings and/or conference calls regarding the Breach and/or Security Incident; and 8. Ensuring that knowledgeable Supplier employees and agents participate in after-action analysis, including root cause analysis and preventive action planning. E. Breaches and Security Incidents—Corrective And Preventive Action: As a result of a Breach and/or Security Incident impacting Institutional Information and/or IT Resources, and upon UC's request, Supplier must prepare a report detailing corrective and preventive actions. The report must include: 8/12/2019 J_29 Page 7 of 12 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J University of California Appendix Data Security 1. A mutually agreed upon timeline for the corrective and preventive actions based on the nature of the Breach and/or Security Incident; 2. Identification and description of the root causes, and 3. Precise steps Supplier will take to address the failures in the underlying administrative, technical, and/or physical controls to mitigate damages and future cyber risk. F. Costs: Supplier must reimburse UC for reasonable costs related to responding to Breaches impacting Institutional Information and IT Resources caused by Supplier. This includes all costs associated with notice and/or remediation of the Breach. G. Grounds for Termination: Any Breach may be grounds for termination of the Agreement by UC. Agreement obligations to secure, dispose, and report continue through the resolution of the Breach and/or Security Incident. ARTICLE 10. ILLICIT CODE WARRANTY A. Supplier represents and warrants that the Goods and/or Services do not contain Illicit Code. B. To the extent that any Goods and/or Services have Illicit Code written into them, Supplier will be in breach of this Agreement, and no cure period will apply. C. Supplier agrees, in order to protect UC from damages that may be intentionally or unintentionally caused by the introduction of Illicit Code, to promptly isolate or otherwise secure and then return Institutional Information and/or IT Resources. D. Supplier acknowledges that it does not have any right to electronically hold Institutional Information or assert any claim against UC by withholding the Goods and/or Services using Illicit Code. E. Should Supplier learn of the presence of Illicit Code, Supplier will promptly provide UC with written notice explaining the scope and associated risk. F. Supplier represents and warrants that it will take commercially reasonable steps to promptly remove Illicit Code. G. Supplier represents and warrants that even if Illicit Code is unintentionally installed via any method, Supplier will never utilize the Illicit Code. H. This provision does not relate to malware or viruses that attack the running IT Resource. These are covered under ARTICLE 9 - COORDINATING, REPORTING, AND RESPONDING TO BREACHES AND SECURITY INCIDENTS. ARTICLE 11. BACKGROUND CHECKS A. Before Supplier's employee, sub-supplier, or agent may access Institutional Information and/or IT Resources classified at Protection Level 3 or Protection Level 43, Supplier must conduct a thorough and pertinent background check. Supplier must evaluate the results prior to granting access in order to assure that there is no indication 3 See Exhibit 1. 8/12/2019 J-30 Page 8 of 12 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J University of California Appendix Data Security that the employee, sub-supplier, or agent presents a risk to Institutional Information and IT Resources. B. Supplier must retain each employee's, sub-supplier's, or agent's background check documentation for a period of three (3) years following the termination of the Agreement. 8/12/2019 J-31 Page 9 of 12 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J University of California Appendix Data Security Exhibit 1 — Institutional Information 1. Protection Level Classification4: ❑ Protection Level 1 ❑ Protection Level 2 ❑ Protection Level 3 ❑ Protection Level 4 Explanation: [Optional, add detail if needed, may be covered in SOW] The Protection Level determines the applicable cyber security insurance requirement in the Terms and Conditions. 2. Institutional Information data element descriptors: Select all data types that apply: A. ❑ Animal Research Data. B. ❑ Controlled Technical Information (CTI). C. ❑ Controlled Unclassified Information (CUI) -800-171/NARA. D. ❑ Defense Department: Covered Defense Information (CDI). E. ❑ Federal Acquisition Regulations (FARS/DFAR) other than CUI. F. ❑ GDPR personal data. G. ❑ GDPR special data. H. ❑ Health data —other identifiable medical data not covered by HIPAA. (Including but not limited to: occupational health, special accommodation, or services qualification, etc.) I. ❑ Health Records subject to HIPAA Privacy or Security Rule (PHI). J. ❑ Human Subject Research Data. 1. ❑ Identified. 2. ❑ Anonymized. K. ❑ Intellectual property (IP), such as patents, copyright, or trade secrets. L. ❑ ITAR/EAR-controlled data. M. ❑ Payment card data (PCI, PCI DSS). N. ❑ Personally identifiable information — PII. O. ❑ Student data, whether or not subject to FERPA. P. ❑ Other: Q. ❑ Other: 4 For reference see: https://security.ucop.edu/policies/institutional-information-and-it-resource-classification.html 8/12/2019 J_32 Page 10 of 12 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J University of California Appendix Data Security R. ❑ Other: S. ❑ Other: 3. Institutional Information Regulation or Contract Requirements: Select all regulations or external obligations that apply to inform UC and the Supplier of obligations related to this Appendix: Privacy(* indicates data security requirements are also present) A. ❑ California Confidentiality of Medical Information Act (CMIA) *. B. ❑ California Consumer Privacy Act (CCPA). C. ❑ California Information Practices Act (IPA). D. ❑ European Union General Data Protection Regulation (GDPR)*. E. ❑ Family Educational Rights and Privacy Act (FERPA) *. F. ❑ Federal Policy for the Protection of Human Subjects ("Common Rule"). G. ❑ Genetic Information Nondiscrimination Act (GINA). H. ❑ Gramm-Leach-Bliley Act (GLBA) (Student Financial Aid) *. I. ❑ Health Insurance Portability and Accountability Act/Health Information Technology for Economic and Clinical Health Act (HIPAA/HITECH) *. J. ❑ Substance Abuse and Mental Health Services Administration SAMHSA (CFR 42 Part 2). K. ❑ The Fair and Accurate Credit Transaction Act (FACTA). L. ❑ The Fair Credit Reporting Act (FCRA). Data Security M. ❑ Chemical Facility Anti-Terrorism Standards (CFATS). N. ❑ Defense Federal Acquisition Regulations (DFARS). 0. ❑ Export Administration Regulations (EAR). P. ❑ Federal Acquisition Regulations (FARS). Q. ❑ Federal Information Security Modernization Act (FISMA). R. ❑ International Traffic in Arms Regulations (ITAR). S. ❑ Payment card data (PCI, PCI DSS). T. ❑ Toxic Substances Control Act (TSCA). U. ❑ Other: V. ❑ Other: W. ❑ Other: X. ❑ Other: 8/12/2019 J-33 Page 11 of 12 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J University of California Appendix Data Security Exhibit 2 Supplier's Initial Information Security Plan [Supplier to provide and update per the Appendix IDS requirements.] 8/12/2019 J-34 Page 12 of 12 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J .•�y'TY•°14 ••• UNIVERSITY _= o : OF CALIFORNIA Appendix—Business Associate Agreement This Appendix- Business Associate Agreement("Appendix BAA")supplements and is made a part of any and all agreements entered into by and between The Regents of the University of California, a California corporation ("UC"), on behalf of its University of California Health System and Business Associate ("BA"). RECITALS A. UC is a"Covered Entity"as defined under 45 C.F.R. § 160.103 B. UC and BA are entering into or have entered into, and may in the future enter into, one or more agreements(each an"Underlying Agreement")under which BA performs functions or activities for or on behalf of, or provides services to UC ("Services") that involve receiving, creating, maintaining and/or transmitting Protected Health Information ("PHI") of UC as a "Business Associate" of UC as defined under 45 C.F.R. § 160.103.This Appendix BAA shall only be operative in the event and to the extent this Appendix BAA is incorporated into an Underlying Agreement between UC and BA. C. UC and BA desire to protect the privacy and provide for the security of PHI used by or disclosed to BA in compliance with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the regulations promulgated thereunder by the U.S. Department of Health and Human Services(45 C.F.R. Parts 160, 162 and 164)(the"HIPAA Regulations"),the Health Information Technology for Economic and Clinical Health Act of 2009 (the "HITECH Act"), California Civil Code § 56 et seq., §§1798.82 and 1798.29,and other applicable laws and regulations.The purpose of this BA Agreement is to satisfy certain standards and requirements of HIPAA,the HIPAA Regulations,including 45 CFR§ 164.504(e), the HITECH Act, including Subtitle D, part 1, as they may be amended from time to time, and similar requirements under California law. D. UC has designated all of its HIPAA health care components as a single component of its hybrid entity and therefore this BA Agreement is binding on all other UC health care components (collectively, the Single Health Care Component or the SHCC). This BA Agreement is effective on the date of the Underlying Agreement under which BA provides Services to UC ("Effective Date"). 1. DEFINITIONS Except for PHI, all capitalized terms in this Appendix BAA shall have the same meaning as those terms in the HIPAA Regulations. PHI shall have the same meaning as"protected health information" in the HIPAA Regulations that is created, received, maintained, or transmitted by Business Associate or any Subcontractor on behalf of UC and shall also include"medical information"as defined at Cal. Civ. Code § 56.05. 1 8.1.19 J-35 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J 2. OBLIGATIONS OF BA BA agrees to: A. Comply with the requirements of the Privacy Rule that apply to UC in carrying out such obligations, to the extent BA carries out any obligations of UC under the Privacy Rule. BA also agrees to comply with the requirements of California state privacy laws and regulations that apply to UC in carrying out such obligations,to the extent BA carries out any obligations of UC under California Civil Code§ 1798 et seq., California Civil Code § 56 et seq., and California Health & Safety Code §§ 1280.15 and 1280.18, as applicable, unless otherwise mutually agreed to by BA and UC. B. Not Use or Disclose PHI other than as permitted or required by the Underlying Agreement or as required by law. C. Use appropriate safeguards, and comply, where applicable, with 45 C.F.R. § 164 Subpart C with respect to ePHI, to prevent the Use or Disclosure of PHI other than as provided for by the Underlying Agreement(s)and the Appendix BAA. D. Notify UC, orally and in writing, as soon as possible, but in no event more than five(5)calendar days, after BA becomes aware of any Use or Disclosure of the PHI not permitted or required by the Appendix BAA or Underlying Agreement(s), including Breaches of unsecured PHI as required by 45 C.F.R. § 164.410 and potential compromises of UC PHI, including potential inappropriate access, acquisition, use or disclosure of UC PHI(each, collectively an "Incident"). BA shall be deemed to be aware of any such Incident, as of the first day on which it becomes aware of it, or by exercising reasonable diligence, should have been known to its officers, employees, agents or sub-suppliers. The notification to UC shall include,to the extent possible, each individual whose unsecured PHI has been, or is reasonably believed by BA to have been, accessed, acquired, used or disclosed during such Incident. BA shall further provide UC with any other available information that UC is required to include in a notification to affected individuals at the time of the notification to UC, or promptly thereafter as information becomes available. BA shall take prompt corrective action to remedy any such Incident, and, as soon as possible, shall provide to UC in writing: (i)the actions initiated by the BA to mitigate, to the extent practicable, any harmful effect of such Incident; and (ii)the corrective action BA has initiated or plans to initiate to prevent future similar Incidents. E. Ensure that any Subcontractors that create, receive,maintain,or transmit PHI on behalf of the BA agree to the same restrictions,conditions,and requirements that apply to the BA with respect to such PHI. F. If BA maintains PHI in a Designated Record Set,BA shall make the PHI in the Designated Record Set available to UC, or if directed by UC to the Individual or the Individual's designee, as necessary to satisfy UC's obligations under 45 C.F.R. § 164.524. G. If BA maintains PHI in a Designated Record Set, BA shall make any amendments directed or agreed to by UC pursuant to 45 C.F.R. § 164.526, or take other measures as necessary to satisfy UC's obligations under 45 C.F.R. § 164.526. 2 8.1.19 J-36 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J H. Maintain and make available the information required to provide an accounting of disclosures to UC, or if directed by UC to the Individual, as necessary to satisfy UC's obligations under 45 C.F.R. § 164.528. I. Make its internal practices, books, and records, relating to the Use and Disclosure of PHI available to UC, and to the Secretary for purposes of determining UC's compliance with HIPAA, HITECH and their implementing regulations. 3. PERMITTED USES AND DISCLOSURES BY BA BA may only Use or Disclose the Minimum Necessary PHI to perform the services set forth in the Underlying Agreement. 4. TERM AND TERMINATION A. Termination for Cause. UC may terminate this Appendix BAA and any Underlying Agreement(s), if UC determines BA has violated a material term of the Appendix BAA. B. Upon termination of this Appendix BAA for any reason, with respect to PHI received from UC, or created, maintained, or received by BA on behalf of UC, BA thalI return to UC,or if agreed to by UC, destroy, all such PHI that BA still maintains in any form, and retain no copies of such PHI. To the extent return or destruction of UC PHI is not feasible, BA shall (1) retain only that PHI which is necessary for BA to continue its proper management and administration or to carry out its legal responsibilities; and (2) continue to use appropriate safeguards for such UC PHI and comply with Subpart C of 45 C.F.R. Part 164 with respect to ePHI to prevent Use or Disclosure of the PHI, other than as provided for in this Section,for as long as BA retains the PHI. C. Survival. The obligations of BA under this Section 4.13 shall survive the termination of this Appendix BAA and any Underlying Agreement(s). The Appendix BAA is signed below by the parties' duly authorized representatives. THE REGENTS OF THE BUSINESS ASSOCIATE UNIVERSITY OF CALIFORNIA (Supplier Name) (Signature) (Signature) (P��d1 Name, Title) (Printed Name, Title) (Date) (Date) 3 8.1.19 J-37 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J ATTACHMENT A TO PURCHASING AGREEMENT # STATEMENT OF WORK This Statement of Work # _ ("SOW") is issued pursuant to Purchasing Agreement # dated , 20_between UC and Supplier("Agreement"). 1. Title and Description of the Scope of Goods and/or Services [Buyer: Provide an overview and background of Goods and/or Services to be provided.] 2. Term of SOW This SOW will begin on , 20_("Effective Date")and continue through 20_ This SOW may not be renewed or otherwise amended except through a Change Order pursuant to the Change Management section below. 3. Key Tasks and Activities, Deliverables and Completion Timeframe Supplier Obligations Completion Task Activities Deliverables Date or Timeframe [List each discrete tangible work [Specific dates are [Specific details using action product that is [General verbs like"create","develop", considered a best;can be 1 stated as description] "test","analyze","evaluate", critical end result p etc.] from the Supplier; ,Week 1" deliverables are Week 2 etc.] nouns,not verbs] 2 3 4 5 Include: Identify all phases. If additional phases will not be known until first phase work Additional begins,be sure to specify as needed hourly rate and a not to exceed price for this work. Request Supplier to provide data type,protected health information and other data Revised 7/12/2017 Page 1 of 7 J-38 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J 4. UC Obligations [Buyer: Include as appropriate language such as: UC will provide working space,equipment,furniture, utilities,and services,as follows:] S. Place(s) of Performance [Buyer: Use this section if appropriate to outline where Services will be provided] 6. Key Personnel Supplier's Account Manager is listed below, is subject to UC approval, and has overall responsibility for managing the UC/Supplier relationship: Name Phone Email Address Subcontractors authorized to provide Goods and/or Services under this SOW[Buyer: Names should be listed only if Agreement permits use of subcontractors]: Name of Subcontractor Goods and/or Services the Subcontractor will provide Revised 7/12/17 Page 2 of 7 J-39 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J Supplier's Account Management Team is: Name Phone Email Address Name Phone Email Address Name Phone Email Address Name Phone Email Address UCS Project Manager, responsible for acceptance/rejection of project results/deliverables, is: Name Phone Email Address 7. Reporting Requirements [Buyer:Identify any key reports that should be produced by Supplier or critical reporting events.This can be included in the table above if preferred.] Supplier agrees to provide other reports as reasonably requested by UC during the Term of the Agreement and any extension(s)to the Term at no additional cost to UC. 8. Assumptions a) The following items are not included within the scope of Goods and/or Services to be provided under this SOW: [Buyer: Delete if not needed] b) [Buyer:Add more as needed] c) Additional assumptions include the following: [Buyer: Delete if not needed, but list any UC dependencies that must be fulfilled in order for Supplier to provide the Goods and/or Services] d) [Buyer:Add more as needed] Revised 7/12/17 Page 3 of 7 J-40 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J 9. Service Level Agreement a) [Buyer:Any critical SLAB should be stated here. For goods,consider the following language:] During the Term of the Agreement, and any extension(s) of the Term, Supplier will provide the following minimum service standards: Normal delivery -next business day Rush delivery -within 4 hours Pick up returns -within 2 business days Request for reports -within 5 business days Order fill rate -98% Delivery accuracy -98% Delivery,on-time -98% Invoice/billing accuracy -98% Customer service satisfaction -98% The minimum service standards set forth above recognize that occasional errors are likely; however, Supplier further agrees to use its best efforts to achieve 100%of service levels. Should the service levels fall below the minimum standards and Supplier does not take corrective action within fourteen (14) days following UC written notification, UC reserves the right to terminate the Agreement immediately. 10. Pricing, Invoicing Method, and Settlement Method and Terms [Buyer:Pricing includes the contract amount(for instance,time and materials using an hourly rate; whether there is a not to exceed cap;and flat fee);and the payment schedule(what percentage must be paid at what times,including milestones)] Pricing is addressed below. The Invoicing Method,and Settlement Method and Terms are addressed in the applicable Agreement. As regards Invoicing Method,and Settlement Method and Terms,the terms of the applicable Agreement will take precedence over any conflicting terms in this Statement of Work. a) "Fixed Price Services"to be rendered under this SOW,including deliverables to be provided as part of Fixed Price Services, are described in this section as: b) "Time and Materials Services" to be rendered under this SOW, including deliverables to be provided as part of Time and Materials Services: c) The rates applicable to each person who will render Time and Materials Services are as follows: Name and Title of Person Rate per Estimated No.of Extended Rendering Services Hour/Day Days Cost of UC MRC Fees Estimated Maximum Expenses(if any): n/a Revised 7/12/17 Page 4 of 7 J-41 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J Estimated Maximum Cost: d) [Buyer:Outline Payment Schedule as needed] 11. Program Requirements [Buyer: If items will be ordered by catalog, use the Appendix — Electronic Commerce. If applicable, consider using these additional terms for Goods:] Order Packaging and Labeling.Supplier agrees that each UC order will be individually wrapped and labeled with the following information: Purchase Order number; Product description,quantity and catalog number of the product ordered and an open 30-character field for internal identification e.g., UC storehouse catalog numbers and/or internal customer order numbers; and Other information,as may be requested by ordering UC Location. Packaging slips will be attached to the outside of the package such that it can be inspected by UC at the requesting department and/or receiving dock. Receiving Locations. Supplier agrees to provide desktop and dock delivery to all UC current and future authorized personnel delivery points,as requested by UC. Standard Delivery Requirements.Supplier will deliver Monday through Friday, excluding UC-and Supplier- observed holidays. Supplier provide UC with a schedule on or before September 1 of the following calendar year showing holidays and other planned shutdowns (such as the annual inventory) that would impact Supplier's ability to deliver the Goods and/or Services. Supplier agrees to deliver all UC orders received by 3:30pm Pacific Time the next business day as follows: Campus direct(desktop delivery) -by 3:30 pm Pacific Time Storehouse(drop ship delivery) -by 10:00 am Pacific Time Delivery Delays. Supplier will report any delivery delay whatsoever to the ordering Location, as well as its cause,within two (2) hours after Supplier is able to reasonably determine there will be a delay;the report will be provided to UC by telephone,e-mail,or facsimile. Supplier will keep UC fully informed and will take all reasonable action in eliminating the cause of delay. Rush Delivery Requirements. Supplier agrees to deliver UC emergency orders within four (4) hours after receipt of order at no additional charge to UC. Rush delivery orders for same day delivery must be requested by UC prior to 1:00 pm Pacific Time. Supplier cannot guarantee, but agrees to use good faith efforts to provide same day delivery for rush orders UC places after 1:00 pm Pacific Time. Returns.Supplier agrees to accept Goods returned by UC if in resalable condition and if made within thirty (30)days of original shipment. Supplier must pick up returns from the ordering department location within two business days.Services under$20.00 do not need to be physically returned to Supplier. Credit. Requests for credit can be transmitted by the ordering UC personnel via the established order management system (telephone,fax, paper return form, and web-based). Chargebacks and credit memos will be issued to UC ordering departments in the current month's billing period. Return items will be credited at cost. If Goods were purchased via UC purchasing card, credit must be issued to the same purchasing card. Revised 7/12/17 Page 5 of 7 J-42 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J Out of Stock Items. If there is an out of stock situation of any ordered inventoried item(s),the out of stock item will be added to the back order file and will be delivered to UC when the item is in stock without a further order being submitted. Surveys. Supplier will,at UC's request,conduct customer surveys of UC orders through questionnaires. The content of these surveys will be approved by UC. UC will be responsible for the tabulation of these surveys. 12. Acceptance Criteria and Testing [Buyer: Provide details of the Acceptance Criteria and testing which each Deliverable or Milestone must meet to be accepted, if specifics aren't defined.] a) [Buyer: Indicate any additional financial or other considerations resulting from acceptance testing] 13. Changes to the Services UC may desire to change the Goods and/or Services following execution of an SOW. If so, UC will submit a written Amendment to Supplier describing the changes in appropriate detail. If an Amendment does not require Supplier to incur any additional material costs or expenses,then Supplier will make the modification within ten(10)business days of Supplier's receipt of UC's Amendment. If an Amendment does require that Supplier incur additional material costs or expenses, then Supplier in good faith will provide UC with a written,high level,non-binding assessment of the costs and expenses and the time required to perform the modifications required by the Amendment, within ten (10) business days of Supplier's receipt of UC's Amendment. UC will notify Supplier in writing within ten (10) business days after receipt of Supplier's response to the Amendment as to whether UC wishes Supplier to implement the Amendment based on the response. UC will compensate Supplier for implementation of an Amendment in accordance with the terms and conditions of the relevant Amendment and Supplier's response to the Amendment, if any. Supplier's implementation of an Amendment will not delay the performance of Services and/or the delivery of deliverables not reasonably affected by an Amendment. 14. No Mandatory Use Because there is no mandatory use policy at UC, nothing in this Statement of Work will be construed to prevent UC from entering into similar agreements with any third parties including,without limitation, suppliers that may be in competition with Supplier. 15. Additional Terms [Buyer: If recording devices will be allowed, add the following: Supplier will use recording devices in discussions with UC employees only when UC and the employees so authorize; this authorization must be in writing. If applicable,Supplier's use of recording devices in such discussion is proposed as follows: (Insert terms)] Insurance Requirements[Buyer:insert terms,if needed or different from basic levels in T&Cs] Revised 7/12/17 Page 6 of 7 J-43 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J This Statement of Work is signed below by the parties'duly authorized representatives. THE REGENTS OF THE [SUPPLIER NAME] UNIVERSITY OF CALIFORNIA (Signature) (Signature) (Printed Name,Title) (Printed Name,Title) (Date) (Date) Revised 7/12/17 Page 7 of 7 J-44 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J GOPOIANO Value Added FacilityPlanning Solutions and Pricing J-45 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J I F Background Information Gordian's Facility Planning solutions were first provided by a strategic consulting firm,Sightlines,founded In 2000 with the mission of enabling organizations to better manage their facilities operations and capital investments using objective data analytics and expertise. In 2015, Sightlines was acquired by Gordian to deliver a full life cycle of construction and facilities management services. Gordian's Planning services assess the current conditions of an organizations facilities, analyze the operational performance of those facilities, and benchmark every aspect of their operation against peers in order to make reliable, data- driven decisions that support the overall strategy of the organization. Gordian has delivered Planning solutions to more than 450 organizations across North America and stewards the largest verified database(representing more than 1.5 billion gross square feet)of Higher Ed, Healthcare,and Community facilities information. Gordian's experience in construction procurement and cost estimating through RSMeans data provides access to hundreds of planning, design, procurement, construction and operations experts. Our third-party independent perspective is key to our success.Since our core business is the measurement and strategic assessment of facilities assets, we help drive new policies that create change and improve facilities operations. Gordian professionals' experience within both the facilities and financial arenas provides member organizations with solutions that are realistic, quantifiable, and financially obtainable. Our analysis remains rigorous and completely objective. Gordian proposes to include our Planning services in response to this RFP in order to make these services available to both University campuses, as well as Omni members through the adoption of this contract by Omnia. 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 2 J-46 Docusign Envelope ID:77379D80 8731-4A39-A37F-A3D88EE3EA31 Exhibit J Gordian's Planning service offerings include: Sightlines Return on Physical Assets (ROPA): Physical facilities represent the largest investment most organizations will make. Most see buildings as a depreciating asset and look to avoid expenditures unless absolutely necessary rather than treat them as real investments and seek a strong return. ROPA provides the data, contextual understanding and strategic recommendations needed to steward facilities most effectively. Gordian partners with organizations to develop an analytical framework and dialogue with stakeholders that aligns space, capital and operational needs. This objective analysis of performance provides facilities and finance administrators with the context and validation needed to evaluate investment tradeoffs and helps ensure facilities best serve the community. Sightlines Strategic Capital Planning: In today's facilities environment, there is always going to be more capital need than available funding.So how does an organization decide which projects to fund and which to defer?To answer the question, many organizations conduct a facilities condition assessment (FCA) to understand the magnitude of the problem.Although often successful at establishing the funding shortfall and level of deficiencies, these studies rarely result in the actionable plans and campus-wide support for the capital strategy that is needed to address the core issues that leaders face. Strategic Capital Planning takes the FCA to the next level utilizing engineering professionals and data analysts who do more than merely assemble a list of needs.Gordian works hand in hand with the facilities managers and other key stakeholders to engage across the organization or community to design capital plans that marry technical needs with strategic vision and financial capacity. Using our Building Portfolio process, Gordian takes an overwhelming backlog and guides decision making so organizations can improve their facilities and slow the ongoing rate of project deferral. 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 3 J-47 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J Sightlines Space Utilization: Colleges and universities are under more pressure than ever to use campus spaces to their full potential. Finding common ground with stakeholders can be difficult in the face of demands to decrease costs, respond to changing enrollment and fairly evaluate space ownership. Using advanced data analytics and a thorough assessment of teaching spaces, Sightlines Space Utilization offers the tools that will help separate fact from fiction around space usage, optimize the use of existing assets to avoid unnecessary costs and provide a foundation for strategic campus growth. Tailored recommendations empower administrators to make more informed decisions, negotiate around both shared and owned spaces and produce results that satisfy all campus stakeholders. Sightlines Sustainability Solutions: Being an effective steward of your facilities is one thing. Acting as a good steward of the environment requires a different set of tools entirely. Gordian provides campus sustainability professionals with Benchmarking and Reporting tools that ease the time-consuming burden of continuous data collection and reporting. This opens up more time for pursuing their true mission: advocating and implementing campus policies that minimize impact on the planet. Whether the goal is to measure carbon footprint, fulfill STARS, Carbon Commitment, Sierra Club and/or Princeton Review reporting requirements, Gordian has a sustainability solution that can help. 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 4 J-48 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE30 Exhibit J Sightlines Return on Physical Assets Scope of Work It can be hard to know which choices about your space, capital and operations are the right ones. Sightlines Return on Physical Assets (ROPA) provides the data-based perspective, contextual understanding and strategic recommendations needed to help you take informed action to evolve your facilities to their ideal future state. We'll work with you to establish an analytical framework for facilities decision-making, so you're certain your choices are founded on objective data and tied to historical and peer performance. As your trusted long-term partners, we'll be by your side with decades of industry experience and an unbiased perspective to guide you through your critical business decisions. The ROPA Decision-Making Framework Data Collection& Performance Analysis&Modeling Action Planning Continuous Measurement Assessment Improvement Gordian collects Assess your current Utilizing experience With priorities As an annual and assembles situation and and data from over defined and membership service, a holistic set of determine how well- 450 institutions, understood, we'll measure the finance,facilities positioned you are Gordian sheds light decisions about your impact of actions and infrastructure to address exposures on where existing facilities can enable taken,track progress data to establish through historical practices will take action towards towards goals and a baseline of the tracking and peer your campus and institutional goals ensure your shared current state of your benchmarks. explore different and a sustainable vision continues to physical campus. approaches to create future for your serve the mission of a better future. campus. your institution. 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 5 J-49 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE30 Exhibit J What Can ROPA Do For You? Establish Clear Communication and Action-Planning Across Your Organization By defining a common vocabulary around facilities issues and creating alignment on priorities from boiler room to boardroom, our proprietary decision-making framework gives business officers and facilities managers the tools they need to articulate their shared vision for the community, institution, or district. What Can ROPA Do For You? a E ProtectEngage • • facilities the course against invest- Board of for from your cuts I peers ments Trustees growth m R CEstablish • • Verity data ar � proven ground between Educate key M0 1 accuracy and C•+ benchmarking facilities and stakeholders C 7I provide context OO processes finance leaders LL 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 6 J-50 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J I F Technical Approach Data Discovery and Benchmarking Our proprietary model helps you take a vast amount of facilities data and turn it into actionable information for optimal decision-making. Our team leads a discovery process at every organization by extracting large amounts of base data from disparate local sources and converting it into usable information and knowledge.We create a historical performance profile and peer comparisons which lead to objective observation, contextual understanding and strategic discussion. Process specifics: • Conduct onsite collection and assembly of space,capital and operations data to create a minimum five-year performance trend for over 200 facilities metrics • Data is processed using Gordian's standard Quantify, Verify, Qualify (QVQ) approach to ensure consistent data collection, accurate performance measurement and confidence in comparative information • Longitudinal and comparative benchmarks are created to identify areas of opportunities and see how your performance stacks up against peers to help improve your competitive edge • Issues are examined to understand impact on performance and set balanced investment targets • Objective observations are shared to fuel knowledge-based decisions and strategies Capital Renewal Projections We take a detailed look at your facilities lifespan, spending patterns and average growth of deferred maintenance to provide an accurate projection of future investment needs. By anticipating capital 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 7 J-51 Docusign Envelope ID:77379D80-8731-4A39-A37F A3D88EE3EA31 Exhibit J renewal needs,you're able to better align funding with priority projects and prevent future accumulation of critical deferred maintenance. Process specifics: • Accurately project 10-year system-level needs based on modeled life cycle cost data and institutional knowledge • Compare projected investment capacity with future needs to measure impact of investments on deferred maintenance • Develop action plans to lower the risk of system failures and improve the educational experience Performance Measurement & Optimization We provide an invaluable continuous improvement cycle by acknowledging historical accomplishments, setting targets based on internal goals and industry best practices and ensuring progress is sustained. Process specifics: • Identify key operating and capital metrics and establish strategic objectives for each • Create performance dashboards to select and manage changes by targeting improvement opportunities and defining the pace of change • Track results against best-in-class performers • Reevaluate goals as your physical profile evolves 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 8 J-52 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE30 Exhibit J Base Data Collected Building Information Building construction date Major building renovations Building function(resident hall,athletic,etc) Building gross square footage(GSF),land acres Locations served by central systems(heating,cooling,electrical) Deferred Maintenance Deferred maintenance assessment(in-house or contracted) Project Lists Completed projects both operating and capital funds New construction costs Utilization Data Current classroom inventory Semester of classroom scheduling data Staffing Table Department organizational chart Distribution of trades,custodial and grounds staff by shop(including supervisors) Work Order Report Total number of requested and completed Completed work orders by shop and type(Repair,PM,Project,etc.) Energy Profile Monthly utility cost and consumption by fuel type(Gas,Oil,Electric) Primary generation equipment profile Including hours of operation VFaddlifttitei,s' nal Financial Statement Balance sheet and operating oudget Operating Budget Operating budget and actual by department and line item udget Recurring capital budget(Plant fund,R&R account)and capital 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 9 J-53 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J I F Deliverables Over 50% of the organizations we work with have us presenting directly to their Board of Trustees or senior leadership to make the case for facilities stewardship. Our third-party perspective gives us the ability to effectively remove subjectivity and make credible recommendations that speak to the concerns of all stakeholders and help you reach the best outcomes for your organization. Our success tells us that effective deliverables must be understandable from the boiler room to the boardroom. Therefore, strategic and technical information must be integrated to ensure policy initiatives can be easily translated into tactical actions for implementation at all levels of the organization. During our initial year, Gordian will provide three presentations as deliverables: • A data qualification meeting as part of the QVQ process • Preliminary presentation that shares initial findings and strategic recommendations with leadership • Presentation of findings developed in conjunction with the member to deliver a focused, simplified story to an executive or board-level audience In addition, after the findings are delivered the Gordian team stays engaged across the rest of the year to provide additional analysis and support, as well as explore with your team ways of driving the gained knowledge into actionable plans and offer an added perspective with actions at other organizations. Subsequent years feature two presentations: a qualification and a final. Presentations are trustee quality and encourage key organizational personnel to participate in the final deliverable presentation. 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 10 J-54 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE30 Exhibit J In addition to presentation deliverables, key organizational personnel receive access to the Gordian's Member Portal, an online platform that provides quick access to facilities data, the ability to run comparative reports among all other Gordian Members and read access to reports and deliverables. Project Schedule Below is a typical schedule for the initial year of our ROPA service. Gordian takes you from data to discovery in 15-18 weeks depending on organizational schedules, facilities staff availability, data complexity and presentation milestones. Upon proposal acceptance,we will contact you to formalize our service schedule. Typical Startup Schedule IN Five years of historical data collected for trending purposes 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 11 J-55 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J I F Sightlines Strategic Capital Planning Executive Summary The purpose of this document is to put forth a proposal for strategic analysis of facility needs and financial investment priorities through our Sightlines Strategic Capital Planning service.The goal of this service is to go beyond the traditional facilities condition assessment (FCA) and help your organization develop an actionable, long-term capital plan that aligns with strategic vision and financial realities to ensure each dollar is allocated to the highest priorities. Our work with over 350 communities, institutions,and districts annually gives us unparalleled perspective on facilities stewardship strategies. It is this perspective that allows us to firmly state capital planning is more than just a project list. Rather than simply"picking projects"from technical condition data,we will help you create a multi-year investment plan that aligns facilities and strategic priorities and engages decision-makers in a conversation about vision and financial realities. By taking a different, more strategic and portfolio-based approach to managing your capital needs, Strategic Capital Planning is the comprehensive solution you need to make your facilities renewal more manageable and align project selection with strategic goals to achieve optimal investment outcomes. Scope of Work Gordian has developed a series of tools that will assist your community, institution or district in defining a multi-year investment plan instead of simply picking projects. The Strategic Capital Planning solution brings the concepts of financial investment and portfolio-based wealth management to the facilities 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 14 J-56 J� Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J world, treating each building and grounds feature as an investment-worthy asset rather than a financial liability. This strategic focus allows decision-makers to target investments that reflect your mission and vision and ensure each dollar is allocated to the highest priority. Unlike traditional facilities assessments that lead to disjointed project selection, our process builds transparency and constituency by engaging all levels of the organization from the boiler room to the board room.A focus on defined outcomes and total organizational engagement builds confidence in the process and the anticipated results. Gordian's Strategic Capital Planning solution optimizes your limited resources by integrating the facilities organization, mission and vision, and the finance office. To this end, there is a focus on flexibility in both the process and the tools to ensure the development of an actionable plan: • Step 1 — Establish a Baseline. Our flexible baselining process allows for you to choose the approach that fits best for each physical asset so that you only allocate precious resources where they are most necessary: a. Detailed Assessment—For facilities which need a fine-tooth comb we will conduct an in-person condition assessment of the facility. b. Existing Data Migration—Because resources are precious, we want to help you put existing data to work rather than reinvent the wheel. c. Core Systems Assessment—A fully-remote approach leverages the power and insights that exist in Gordian's cost and facilities databases (RSMeans, Gordian Planning, and Gordian JOC) to assess building needs at a system-level (Uniformat Level 3). Because all three baseline approaches result in Uniformat codifications and are compared using RSMeans pricing, we are able to create a consistent and apples-to-apples inventory of facilities needs across your portfolio of physical assets. 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 15 J-57 Docusign Envelope ID:77379D80 8731-4A39-A37F-A3D88EE3EA31 Exhibit J • Step 2—Integrate Operational Perspectives.We harness the latent knowledge that exists within your organization by conducting interviews with facilities managers, frontline trades staff and other key stakeholders to validate our baseline data and ensure it is consistent with operational insight. This step helps us acquire operator input regarding the necessary repairs, priority, and timeframe, resulting in a more accurate list of facilities needs. Additionally, this step creates a sense of ownership with those ultimately responsible for the work and leads to an outcome with buy-in at every level of the community, institution, or district. • Step 3 — Create Building Portfolios. We will use your leadership's goals and objectives to strategically segment your buildings into a portfolio of assets with similar functions, priorities, or other factor unique to you. Not all buildings are created equal,and our Building Portfolios process allows us to define areas of emphasis and provides a rationale for facilities funding distribution. This segmentation helps you form unique investment strategies and performance metrics that engage key stakeholders in a conversation about facilities and financial priorities and mission to accelerate decision-making. • Step 4 — Develop Multi-year Capital Plan. With portfolios in place, Gordian supports resource allocation discussions and the creation of a capital investment plan. By adding an understanding of historical spending profiles, we can create outcome-based strategies that balance asset preservation with program adaptation in various financial scenarios to ensure practicality of results. • Step 5 — Ongoing Project Selection. Project selection is a combination of art and science. Gordian's objective prioritization tools allow leadership to create and manage investment strategies that tie technical issues to vision and finance. Because they are objective, these tools help minimize the number of politically-motivated decisions and allow facilities leaders to create constituency and manage change. By providing access and training for our Gordian Cloud portal, we provide the team the ability manage the list independent of us, ensuring the priorities remain in focus for project selection. Capital planning should not be a one-time exercise.Our solution is designed to integrate with your current planning systems: first by maintaining a live database so you can engage senior leadership as 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 16 J-58 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J organizational activity demands, and then by tracking performance to targets,which builds credibility for future appropriations. The Process Step 1: Establish a Baseline Far too often, leaders start a strategic process by fixating on individual details without fully understanding their significance to the total result. By streamlining the path to a prioritized plan, we help you avoid putting effort and finances into extraneous details which are not critical to the organizational future. Phase 1: Creation of Baseline Inventory The first step in our process is to select a baseline approach that optimizes the relationship between cost and detail, keeping in mind that more detail comes with a higher financial cost and a longer lead time. Our flexible baseline methodology allows you to target high-priority buildings with Detailed Assessments, put old data back to work with an Existing data Migration, and reduce overall costs without sacrificing accuracy by choosing a Core Systems Assessment. For more detail on what each baseline approach has to offer, see below: a. Detailed Assessment—For facilities which need a fine-tooth comb we will conduct an in-person condition assessment of the facility. During this assessment we will: i. inventory components at a granular level (Uniformat Level 5), confirming location, quantity, and renewal need ii. conduct a visual inspection adhering to ASTM 2018-15 condition assessment standards iii. identify each deficiency it's cause and recommended remedial action iv. Create preliminary estimates of cost of replacement and/or remediation v. Take and compile photographs to document critical deficiencies as appropriate 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 17 J-59 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE30 Exhibit J b. Existing Data Migration—Because resources are precious,we want to help you put existing data to work rather than reinvent the wheel. If you have an existing assessment for a facility which still contains relevant,trustworthy data,allow us to migrate the data into our system so that it can be viewed in alongside other facilities in a comprehensive needs inventory and can make use of the strategic tools discussed later in the process. c. Core Systems Assessment — For facility which do not require a detailed approach, but where accuracy of information is critical,this fully-remote approach leverages the power and insights that exist in Gordian's cost and facilities databases(RS Means, Gordian Planning, and Gordian JOC)to assess building needs at a system-level (Uniformat Level 3). This approach uses database cost- models,existing maintenance data,and user experiences to focus on the 20 most critical systems in each building which comprise over 95%of the identifiable needs within a facility. The system- level cost models are then customized for each unique facility to accurately reflect the specific needs of that physical asset. Once the selection of the baseline approach is complete, the next step is to assemble the inventory through building assessments,data migrations,and cost-model creation. The resulting inventory is stored in Gordian Cloud's secure platform, which leads us to phase 2. Phase 2: Introduction and Setup on Gordian Cloud To ensure the continued accuracy of the assessment data, Gordian makes our information accessible to you through our online platform, Gordian Cloud. This web-based platform will be the central repository for all detailed assessments, migrated data, cost models, and strategic tools as they are created. An introduction to this platform will begin during the baselining stage but will continue throughout the partnership with Gordian, as sustained engagement on the platform will be critical to the longevity and sustainment of the project results. Formal training on the usage of Gordian Cloud will be delivered after the conclusion of Step 4. 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 18 J-60 Docusign Envelope ID:77379D80-8731-4A39-A37F A3D88EE3EA31 Exhibit J Step 2: Integrate Operational Perspectives To harness the vast amount of latent knowledge held by your supervision and trades staff, Gordian will conduct interviews with facilities managers and other knowledgeable individuals. We find these interviews invaluable to: • Confirm and adjust assumptions in the Core Systems and Detailed Assessments • Confirm building and system alignment with operational objectives and direction. • Validate life cycle and pricing estimates. • Build operator confidence in the process, project recommendations and overall findings. Supervisor interviews are an iterative process requiring equal involvement of your organization and Gordian staff. The time commitment required of organizational staff can vary, ranging from a few hours to a couple days. Because this stage runs through Gordian Cloud, these interviews can happen on-site or remotely through a web-meeting at your request. Step 3: Customize Strategy Tools Successful long-term planning requires more than a technical baseline. Gordian uses an array of strategic concepts as tools to tie facilities projects to the mission and vision of leadership and to define a framework for reinvestment funding. The primary strategic and functional prioritization tools are outlined below though others may be added as necessary to ensure a robust toolkit. 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 19 J-61 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J Building Portfolios Organizing buildings into a portfolio of assets provides the means to reflect existing priorities and future aspirations. The Building Portfolio structures are often strategic, functional, geographic or a locally appropriate combination of these attributes which best highlight areas of emphasis or funding distribution across your community, institution, or district. This structure accelerates focus onto sequencing of future investments. Leadership can then target investments toward one portfolio over another or across portfolios as appropriate to best reflect your organizational goals and objectives. Projects can now happen in a transparently predictable fashion. Project Category The classification of a project helps to differentiate between a "want"versus a "need." Gordian uses "Repair& Maintenance"where replacement is done in-kind and at end of life; an example would be replacing a roof when it begins to leak. "Modernization" is used to describe an improvement or an addition; common examples of modernization work would be the addition of an elevator in a building or the upgrade from a two-pipe heating system to a four-pipe heating and cooling system. "New Construction" needs are also clarified using Project Category to indicate that they too serve a different purpose than Repair& Maintenance or Modernization by adding to the facilities inventory. Project Package After codifying each project to a building or architectural system, Gordian assigns each project to a broader project package. Planning at a higher level, project integration (e.g. window replacements and brick pointing together) creates efficiencies among previously isolated projects.Typical packages are Building Envelope, Building System, Infrastructure, Space Renewal and Safety/Code. 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 20 J-62 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J Timeframe Our experiences have taught us that the sequencing of work is essential to aligning financing to successful project execution. Multi-year investment time frames (immediate investment needs, 1-3 years,4-7 years, 8-10 years, etc.)establish useful investment horizons based on age, condition and can be clearly communicated to leadership and decision makers without committing to individual project years. Investment Criteria Additionally, Gordian uses Investment Criteria to help decision-makers understand the importance or impact of a project. Each project is assigned to one of five Investment Criteria: • Reliability: Issues of imminent failure or compromise to the system that may result in interruption to use of the space. • Asset Preservation: Projects that preserve or enhance the integrity of building systems, building structure or local infrastructure. • Safety/Code: Code compliance issues and safety priorities or items that are not in conformance with current codes, even though the system is "grandfathered in" and exempt from current code. • Program Improvement: Projects that improve the functionality of space, primarily driven by facility occupants.These projects also address local impact and image needs. • Economic Opportunity: Projects that result in a reduction of annual operating costs or capital savings. 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 21 J-63 Docusign Envelope ID:77379D80 8731-4A39-A37F-A3D88EE 3EA31 Exhibit J Step 4: Develop a Multi-Year Capital Plan The goal of the facility planning process is defining a plan that is credible, affordable and actionable. To accomplish this, Gordian engages leadership in an exercise that explores how the backlog came to exist, ties needs to vision and investment drivers, and develops multi-year funding plans based on strategy- driven outcomes for specific groups of buildings. Successful facilities plans deliver a capital program that will manage the rate of backlog accumulation,guide future investment decisions and ensure the effective use of gains made by capital infusions. Background As facilities budgets continue to be stretched and strained, leaders are faced with difficult decisions. It's not reasonable,or even fiscally responsible,to reduce the facilities backlog to zero,so the key is to define the backlog threshold that effectively manages facility risk. Gordian is not only able to communicate the size of the need, but we will explain how this need came to exist. An analysis of historical annual stewardship, capital investment and maintenance deferral will help outline where the organization has been to assure forward strategy will not repeat previous actions. Frame the Outcome We find that grouping projects within the five Investment Criteria categories outlined above is instructional in defining investment priorities. The process ties the raw project data to mission and objectives, effectively making the case for facilities funding through a balance of planned vision and physical plant needs. This analysis can be communicated to and understood by all constituents in the community, institution or district, in terms that are important to them. 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 22 J-64 Docusign Envelope ID:77379D80-8731-4A39-A37F A3D88EE 3EA31 Exhibit J Gordian uses Net Asset Value (NAV) as one important tool to help define outcomes by portfolio. Calculated as the replacement value less the total needs for the building divided by the replacement value, it represents the "percent good" remaining in the building. Equipped with NAV data by portfolio (and by building), Gordian will work with the key stakeholders and senior leadership to establish acceptable condition levels by portfolio. A variety of methods are utilized to organize decisions made with the tools. One example to the right brings the ' m, Building Portfolio, Timeframe, and Investment Criteria together in a .. decision-making form to aid in setting ` ri investment priorities so leaders can «�' "°' ""„ _ '" " move to the project selection phase of "" the process. Step 5: Project Selection With an investment plan by Portfolio established, the process of deciding which projects to accomplish and in what sequence can commence. This is an iterative process guided by the multi-year plan. Understanding that annual priorities shift and impact project selection, these decision tools become an integral part of the planning and prioritization process moving forward for your organization. 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 23 J-65 Docusign Envelope ID:77379D80 8731-4A39-A37F-A3D88EE3EA31 Exhibit J Project selection is a combination of art and science. Technical issues of priority and reliability dictate the science. Occupancy,funding and the political environment guide the art. Gordian will work with the community, institution, or district to assign a custom scoring methodology to rank projects within buildings where a Detailed Assessment was conducted or those facilities which otherwise have component-level detail. Creating an effective array of project scoring factors will increase both the transparency and effectiveness in the project selection process. Each project receives a score based on the overall condition of the building, the importance of investment criteria and timeframe. Scores are customized to fit the specific needs of your organization. For example, an entity that wishes to stress fire protection and ADA compliance, Safety/Code projects can be given a higher score relative to others.A sample scoring scheme is shown here. In this example, projects will be Timeframe © cvstmeot © Net Asset V81u0 considered more urgent if they are 5:°`2 °` Score imminent issues within critical 7Yneheme score Iwesrmenr cnreu sera NAV S MV&W Yarc systems in high-need buildings. e, 0 0 Gordian will work with leadership to Tme1rp A � 0 O9 help guide toward the most effective nmelrames PwownrrrgrO"e"t M Tl—f—C �1 Safety,.* O SOK <a0YEEI and impactful set of project scoring TlmetremeX O �aaaKwan O aoa O factors for your organization. Our process includes tools that breaks Total Project score: Maximum Score=125 High Urgency 70% Bm 0 ties for mid-range priorities. Minimum Score=o Low Urgency „„ .m 10% 100% Ol 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 24 J-66 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J I F Deliverables Gordian deliverables are designed to effectively communicate findings to build broad support in the community and integrate with existing management systems. The results of the study are segmented between communication and physical deliverables. Communication: Gordian will conduct four (4) on-site or remote presentations for the Strategic Capital Planning process: • The first presentation will serve to review and qualify the summarized data from the building models, initial assessments and start the planning process. • The second presentation will serve review planning and funding scenarios. • The third presentation will be a review of the completed strategic capital plan and recommendations for next steps. This presentation will recommend a strategic course of action as well as: o Provide context of historical funding levels and detail how the backlog came to exist. o Give a summary level overview of facilities needs highlighting key strategic issues. o Summarize Gordian's recommendation for a facilities reinvestment plan that ties to mission and available funding. • The final presentation can be given to senior leadership (e.g. CFO, President, School Board, Legislature, etc.) or the appropriate audience within your organization. 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 25 J-67 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J M F Virtual Deliverables: • Web-based access to inventory of projects/assets and all associated information:timeframe, cost, Uniformat code, investment criteria, etc. • Web-based access to dashboards containing visual summaries of the inventory by building, Uniformat level and portfolio. • Training for client-team on how to access and use web-based portal and ongoing support from Gordian-team with regards to usage and issues Physical Deliverables: • A recommended ten-year project plan by investment criteria that ties to mission, operations and finance. • PDF copies of all presentations delivered by team throughout the timeline of the engagement. 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 26 J-68 Docusign Envelope ID:77379D80-8731-4A39-A37F A3D88EE3EA31 Exhibit J Schedule Typical Project Schedule Gordian's standard is a 20-week schedule to deliver our Strategic Capital Planning service. A draft timeframe is shown below. We can adjust our project calendar based on the needs of each institution, district or entity. Timelines may be refined upon project acceptance based on mutual agreement of the parties.Achievement of the milestones and deliverables within this schedule is fully dependent upon the availability of buildings, staff and data. 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 27 J-69 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE30 Exhibit J ComponentWeek# 3-week hold Pre-Weeks, Kick-Off Scheduled dates× for all meetings Presentation Collect existing base data Introduce strategic tools Discuss common costing and life cycles 1 Building Walk- Buildings Inspected (if necessary) Throughs and Core Systems Assessment models created System Setup 2-4 Data Processing List skeleton built,inspection data entered 5 Supervisor All interviews completed Interviews Collect all capital planning documents- funding,projects,etc. Discuss investment objectives 6-8 Data Processing All projects priced&codified All interview follow-ups completed 9 Data Qualification All follow-up questions addressed Meeting Finalized project inventory Introduction to Gordian Cloud 10-12 Data Revisions All changes made 13 Strategy Finalized strategic tools Qualification Finalized portfolios Meeting Discuss funding availability 14-16 Data Cleanup Preliminary Presentation built 17 Preliminary Capital Plan finalized Presentation Initial training for Gordian Cloud 18-19 Data Refinement Final Presentation built 20 Final Presentation 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 28 J-70 Docusign Envelope ID:77379D80-8731-4A39-A37F A3D88EE3EA31 Exhibit J Sightlines Space Utilization Scope of Work Gordian has provided information on our Sightlines Space Utilization solution, and is uniquely qualified to offer actionable space management recommendations to your leadership. The four primary components of Gordian Space Utilization Solution are: • Field inspection of each classroom and its components, including technology • Coordinated effort to solicit feedback from students and faculty • Assessment of classroom and position utilization • Review of institutional scheduling policy The service proposed combines academic space profiling, classroom and lab utilization assessment, and facility condition and modernization assessments into a single effort to guide space planning. There is one imperative in managing college & university facilities — programs change over time. Teaching methods constantly evolve, instead the living and learning environment seldom keeps pace. We have seen new spaces require renovation just after building occupancy to respond to the change in program needs over the timeframe of building design through construction. Such rapid functional obsolescence creates great pressures upon capital budgets. Spaces "churn" well before their physical lifecycle while building envelopes and mechanical systems reach lifecycle expectations. Although it is impossible to accurately forecast space changes five or more years in the future, there are methods to understand why spaces are functioning effectively or not. Gordian believes that an understanding of the utilization rates, the space use, and the instruction methods are key. 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 32 J-71 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J The Gordian approach uses three distinct data points to better contextualize the results of any utilization analysis. 1. Granular utilization data, broken down into 15-minute intervals by class and room, allows for better insights into utilization trends. 2. Condition, technology, and configuration data for each potential teaching spaces identifies the characteristics of the most and least popular rooms. 3. Focus group information adds in user opinions from faculty and students, the end users of the spaces. This three-pronged approach not only gives insight into utilization levels, but gives the tools for the institutions to understand why the results are what they are and how best to approach future changes. In addition, our qualification of the data helps to ensure the data is accurate, that any scheduling nuances are addressed and communicated correctly to all institutional audiences. While our methodology and approach is standardized, our recommendations and visual deliverables are flexible to allow for customized modeling, best supporting campus needs and the impact of future changes. Our clients have successfully overcome internal politics, to implement significant space management improvements. Gordian service offers both short-term and long-term recommendations, and facilitates the process of getting these recommendations approved. Our clients have successfully upgraded classrooms, in response to stakeholder feedback, centralized scheduling of department-held classrooms, and "found" space without having to build new. The services proposed combines academic space profiling, classroom and lab utilization assessment, and facility condition and modernization assessments into a single effort to guide space planning. 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 33 J-72 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J There is one imperative in managing college & university facilities — Programs Change Over Time. Teaching methods constantly evolve, but the living and learning environment seldom keeps pace. We have seen new spaces require renovation just after building occupancy to respond to the change in program needs over the timeframe of building design through construction. Such rapid functional obsolescence creates great pressures upon capital budgets. Spaces "churn" well before their physical lifecycle while building envelopes and mechanical systems reach lifecycle expectations. Although it is impossible to accurately forecast space changes five or more years in the future, there are methods to understand why spaces are functioning effectively or not. Gordian believes that an understanding of the utilization rates,the space use, and the instruction methods are key. Gordian suggests the following process to meet the objectives outlined in the RFP: Complete an 7Actionable Assemble the Advanced Data Conduct Focus Core Data Analysis Groups ents Step 1:Assemble the Core Data We compile a data base of scheduled spaces, capacities, interior conditions and technology assets to understand the current state of your school's spaces. Gordian will document all of the components in each room, how these components work effectively to support program, and how these components should be modernized in future capital investment plans. Documentation of existing space utilization both 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 34 J-73 Docusign Envelope ID:77379D80-8731-4A39-A37F A3D88EE3EA31 Exhibit J by room and position (chair)use. In addition,analysis the spread of existing space versus what is currently needed for class enrollments. Gordian will: • Document Building size,configuration, and layout of space • Utilize existing 2D (8%" x 11") floor plans and CAD drawings create a database of room sizes, use, and assignment. • Quantify the academic spaces as to size,components and condition. • Complete a detailed review of the classroom and lab schedules for four semesters. • Identify the utilization of each room by comparing the schedule of room usage to the available times the room is available to be scheduled. • Classify the position utilization by quantifying the numbers of people in the class as compared to the room's capacity. • Document the space condition and its success in supporting program(mediation,computer integration, seating, shading, etc.) Step 2: Complete an Advanced Data Analysis Once the data is gathered,we'll provide you a detailed picture of classroom usage and scheduling trends and communicate the financial impact of those trends. Step 3: Conduct Focus Groups We give key stakeholders a seat at the table to provide input on space needs and conditions. Deans, faculty, and facilities staff— everyone has a voice because space utilization affects the entire campus experience. Gordian will solicit feedback from students and faculty to understand internal preferences and rationale for room use by asking questions on comfort(NSF per student), location and availability. 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 35 J-74 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J s In addition, Gordian will review the institutional scheduling policy. In every campus there are idiosyncrasies in programs and between departments that over time incrementally fragment space scheduling and utilization.Some of these policies are intentional and some are not.Some of these policies are desirable and logical in support of campus program and some are not.Gordian will define these issues and support a discussion of these policy attributes, potential issues, and options for change. Step 4: Provide Actionable Improvement Options All the information in the world won't matter without an action plan. We'll deliver independent recommendations for improvement to help you reach the outcomes you desire for standards, space utilization efficiencies, and adaptive reuse of space Space assessments often suggest the renovation and or the creation of new space. Gordian has also discovered that campuses can attain a more effective outcome by considering the re-use of a space for an alternative function. Building a new lab building and converting the old lab to housing for example is an adaptive reuse that reaches program goals for far less resources than building two new facilities. The recommendation process is iterative between the Gordian team and the client. After all of the data is reviewed and verified, the Gordian team will hold a preliminary presentation to share the findings and highlight recommendations. After feedback Gordian will refine, if necessary, the draft survey to a final report. Deliverables Gordian deliverables are designed to effectively communicate findings to build constituency with the client. Gordian will conduct three presentations of the Space Utilization Solution onsite. The first will 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 36 J-75 Docusign Envelope ID:77379D80-8731-4A39-A37F A3D88EE3EA31 Exhibit J Right-size classrooms Contrast user experiences Target capital to better match -- with statistical data by improvements to maximize enrollment demands _: seeking input from O ' O impact in teaching spaces -- faculty and students Change the perception ,,,���yyy Understand the cost a i of space"ownership implications current that may be resulting n and anticipated poor utilization utilization levels serve to qualify the data and initiate the scenario planning process. The second presentation will be a preliminary session given to those who participated in the effort to validate findings and identify questions with data collection and/or analysis.The final presentation can be given the appropriate audience. The preliminary and final presentations will: • Correlate existing academic program review information with the existing classroom physical profile and utilization to define key attributes for successful teaching environments. • Analyze the classroom needs based upon current program and provide models to forecast the impact of enrollment changes. • Analyze where capital efficiencies are obtained to meeting academic space needs — through renovation, additions, new construction, or adaptive reuse of space. • Define order of magnitude capital and operating costs for investment options defined. • Correlate changes in space to the institution's wealth profile to indicate, over the long term, the implications of facility overhead to the current/forecast campus financial profile. 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 37 J-76 Docusign Envelope ID:77379D80-8731-4A39-A37F A3D88EE3EA31 Exhibit J Room Capacity vs. Course Enrollment Size Subtitle Roam Capacity vs.Class Enrollment t 00% Over 50%aJclasses have less Oo% than 20 students,but most — - rooms are meant to hold 2mh class sizes between 2040. 6M, 60% 40% 30% 2M im 0% less than 20 20-30 30-40 40-W Gmatertha,W ■Capacity Bucket ■Enrollment Bucket This vision should provide the ability to develop a future scenario, define the variances to the existing conditions, and detail the probable range of financial implications of the actions. Having implemented such tools for over one hundred institutions,Gordian has the experience and knowledge to assure success of implementation over the long term. Gordian takes great pride in understanding the institutional financial pressures and customizing solutions that are financially realistic, operationally sound, and sustainable over time. Recommendation Result Improve the quality of Short Term(now) Remove unnecessary chairs from over-crowded rooms learning and flexibility of the space Create central funding for -2,,q annual technology and minor ,q renovations of rooms. Id"trust'in a centralized Mid-Term(12-18 months) system Central scheduling for a block of"general purpose"rooms hL1 Long-Term(2 years) Centralize of all Optimize existing teaching scheduling spaces spaces and avoid extra costs from new construction 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 38 J-77 Docusign Envelope ID:77379D80-8731-4A39-A37F A3D88EE3EA31 Exhibit J Teaching space Inventory Gordian will provide a room inventory of condition and components in Excel format that can be analyzed by individual building, room type, specific room, time of day, or day of the week. Photographs Gordian will provide digital photographs, for each facility and each teaching space evaluated, highlighting overall appearance, furniture and technology as part of the final report and deliverable dataset. The Gordian approach uses three distinct data points to better contextualize the results of any utilization analysis. 1. Granular utilization data, broken down into 15-minute intervals by class and room, allows for better insights into utilization trends. 2. Condition, technology, and configuration data for each potential teaching spaces identifies the characteristics of the most and least popular rooms. 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 39 J-78 Docusign Envelope ID:77379D80-8731-4A39-A37F A3D88EE3EA31 Exhibit J 3. Focus group information adds in user opinions from faculty and students, the end users of the spaces. Specialty Rooms/ Event Space Condition Score by Room Technology Score by Room 100% 100% 80% 80% 60% 60% 40% 40% 20% 20% 0% 0% SMCL 163 SMCL 162 PAC Auditorium PAC Lobby Sur 100 su 100 SMCL 162 SMCL 163 PAC Lobby PAC Auditorium SMCL Ave rage Focus group comments: • SU 100:better lighting needed,entrance into building is discouraged because of outside storage This three-pronged approach not only gives insight into utilization levels, but gives the tools for the institutions to understand why the results are what they are and how best to approach future changes. In addition, our qualification of the data helps to ensure the data is accurate, that any scheduling nuances are addressed and communicated correctly to all institutional audiences. While our methodology and approach is standardized, our recommendations and visual deliverables are flexible to allow for customized modeling, best supporting campus needs and the impact of future changes. 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 40 J-79 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J I F Sightlines Campus Sustainability Scope of Work Gordian has been active in the higher education Our QVQ Process: sustainability community since 2007. Our collaboration with Clean Air - Cool Planet led to the initial version of To ensure the highest level of quality our service intended to help institutions satisfy the early and consistency in our data collection, requirements of Second Nature's Climate Commitment. we: Since then we have completed over 500 greenhouse gas . Collect data on site using our staff inventories and been a frequent contributor of content • Use standard templates to gather valid comparative information to numerous green publications,conferences,and other . Create a five-year performance media. trend for all data • Correlate performance metrics and Today, our Campus Sustainability solution is more than logical data relationships to just a greenhouse gas inventory.Gordian independently establish confidence • Qualify the data via presentation validates sustainability performance and supports our to key institutional personnel members as they create and expand their climate programs. Working with our members, we make strategic recommendations to enhance environmental stewardship, connect sustainability to other campus investments,and help communicate plans to various constituencies on campus. Our solution provides institutions with accurate and verified information regarding their green programs as well as the ability to benchmark their performance with over 50 other member institutions through our Member Portal. Gordian uses SiMAP (Sustainability Indicator Management & Analysis Platform), developed by the Sustainability Institute at the University of New Hampshire, to quantify and track greenhouse gas 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 42 J-80 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J emissions. This tool provides a credible and replicable base for measurement and comparison. When combined with Gordian proven data collection and qualification tools,SiMAP can assure consistency and comparability in measurement.Additionally, since it is the most accepted tool within higher education, Gordian's Campus Sustainability solution supports clients as they fulfill the quantitative requirements of Second Nature's Carbon Commitment and AASHE STARS, which recognize the SiMAP as their preferred methodology and baseline for measuring future greenhouse gas reductions. Data Collection Process The initial process performed at each institution involves the What do we collection of five years of data (a historic review of four years measure? plus the current year's data) to allow evaluation of trends and to assure accuracy moving forward. Each year following, data Scope 1: Primarily composed of collection is performed for the recently completed fiscal year. fossil fuel combustion for heating, cooling and other power generation; also fertilizer, campus All Gordian services are designed to convert a wealth of vehicle fleets, refrigerant releases and research livestock. campus data to usable information and actionable knowledge. Gordian uses its own staff to collect and validate base data Scope 2: Indirect emissions from the generation of power or other from each institution. We do not rely on self-reported surveys end-use utilities imported to the or questionnaires. Our QVQ Process (Quantify,Verify, Qualify) institution. is designed to achieve confidence and credibility in facilities Scope 3: Other indirect emissions and sustainability data. Since Gordian visits every campus and that are the result of the institution's activities but not applies the QVQ Process consistently each year, members can owned or controlled by the "compare with confidence" now and into the future. institution (can be difficult to measure, includes commuting, air travel,waste disposal, paper 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 43 J-81 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J Gordian utilizes SiMAP to compile GHG inventories and to assure comparability among members.The calculator adheres to World Resources Institute Greenhouse Gas Protocol which puts forth a standard categorization of emissions.There are many gases that contribute to global warming. All emissions are expressed in units of carbon dioxide equivalents or MTCDE (metric tons of carbon dioxide equivalents). Regardless of the emission type, one MTCDE is equal to the global warming impact of one metric ton of carbon dioxide. Gordian measures scope 1, scope 2 and scope 3 emissions. Second Nature states that the GHG inventories for signatories must include a full accounting of scope 1 and scope 2 emissions. Scope 3 reporting is only required for commuting and directly financed air travel. Gordian makes every effort to account for emissions as thoroughly as possible and views this as a minimum requirement. The following chart details the data required for Sustainability Solutions. Prior to on-site data collection, a web-based meeting will be scheduled to review the availability of data, confirm the timelines, and determine a presentation date. Data Elements Collected "F1 Wmmrum- Utility Cost&Consumption Collect utility information by fuel or energy type Determine source of electric purchases Generation Review Overview of utility systems and efficiencies of generation (if applicable) Space Profile Review Identify square footage to be analyzed Community Population Review Standardize population data (FTE) Collect data for faculty, staff and students 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 44 J-82 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE30 Exhibit J Agriculture Headcounts of livestock on campus(if applicable) Fertilizer consumption (pounds and nitrogen content) Commuting Review existing commuting analyses Execute web-based Gordian Commuting Assessment Collect zip codes for faculty,staff and student commuters Identify percent of residential faculty,staff and students Directly Financed Travel Collect distance or cost of directly financed travel Determine mode of directly financed travel Fleet Vehicles Fuel use by type for institution owned/leased vehicles Waste Disposal& Recycling Tons of waste disposed Method of disposal (landfill/incineration) Tons of construction waste Tons of recycled materials Tons of composted waste Refrigerant Use Volumes of refrigerants used by type Water/Sewer Water and sewer use in gallons Separate irrigation and utility systems(if applicable) "Green"Construction Square footage of LEED certified buildings Timeframe Gordian will work with you to determine the most appropriate schedule for site visits and presentations. The following tables contain suggested milestones for both solutions: 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 45 J-83 Docusign Envelope ID:77379D80-8731-4A39-A37F A3D88EE3EA31 Exhibit J Data Component • . Data Collection Data collection will begin with a web- based meeting to discuss required data and scheduling. One day on-site or web based meeting will be scheduled. Analysis—QVQ Process Analysis of data should span approximately three weeks with a web- based or live meeting to follow. Data will be qualified. Deliverables Deliverables will be available approximately one-month after on-site data collection—contingent on data collection being complete. 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 46 J-84 Docusign Envelope ID:77379D80-8731-4A39-A37F A3D88EE3EA31 Exhibit J Deliverables As in any organizational or process assessment,the final deliverables are crucial to the successful implementation of recommendations. Gordian provides "trustee quality" deliverables which provide both summary and detail findings of Sustainability Solutions. We have found that effective deliverables must be understandable from the boardroom to the boiler room. Therefore, information is integrated to include both strategic and technical components.This integration helps assure that strategic policy initiatives can be easily translated to tactical actions for implementation at all levels of the organization. Gordian provides the following deliverables: • PowerPoint presentation of the results delivered either on-site or via webinar; • Gordian Member Portal which provides full access to all institutional environmental data and the ability to run comparative reports among all Gordian members. Assess Distribution of Emissions FY2017 emissions by source and scope Eni..iom w=�ne .���•...m�.,�m•m.:.. a�: Benchmark Against Peers Emissions Emissions smr•r.•oa 1 MTCDE/1,000 GSf s MTCDE/S[udent FTE §la ¢Y o •f¢w •fie• �sspa mime +me a,ma a� wo i� unm unm , ''' • e [ 0 F _StWel<W0 L•XWe3 —Yee1Ry, o r c 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 47 J-85 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J Provide Strategic Recommendations Project Future Scenarios Project has a 12-year payback period,but addresses 564M in risk New Prediction Tool estimates future emissions,based on anticipated changes in: teen $gOM•in total 1fYyear infms°ucture Ernh i—P needelimi�wted Enrollment ume rvlrob°fm f m.in Banned infrartmcture zpeMing campus GSE e fen elim— Infiart3uc[ure/ryrtems ¢fun a —cf$1—nenergyc.. campus fuel mu fa .� ewidence annuelN Me—grid intensny m Seea p,einninonsetp+rr.—awided Vehicle efficiency an n..IlyM.gh rMudng 5=M1CUE y szen rE0 e �efdxY r e senv erzm aemaem eum xn mee m®my mz mn mn msr me min -— mn—————— Sustainability Reporting Scope of Work Gordian has been active in the higher education sustainability community since 2007. Our collaboration with Clean Air-Cool Planet led to the initial version of our service intended to help institutions satisfy the early requirements of Second Nature's Climate Commitment. Since then we have completed over 500 greenhouse gas inventories and been a frequent contributor of content to numerous green publications, conferences, and other media. Gordian now turns its data collection and analysis skills towards assisting institutions to participate in the AASHE STARS program. Gordian can facilitate collection of all data and report results related to the four STARS modules: • Operations— Credits reflecting the physical administration of the campus including greenhouse gas emissions, green constructions,food services,transportation,waste, etc. 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 48 J-86 Docusign Envelope ID:77379D80-8731-4A39-A37F A3D88EE3EA31 Exhibit J • Academics — Credits that recognize institutions that have formal education programs, research programs and courses that address sustainability. • Engagement—A series of metrics that demonstrate the presence of sustainability related learning experiences outside of the classroom and for all members of the community and beyond. • Administration & Planning — Credits related to the organizational structures that support sustainability, workplace programs and campus investment. The completion of each module will rely on robust data collection paired with key stakeholder interviews to validate and clarify findings. Where data is not available for collection, Gordian will make recommendations to the institution regarding enhanced systems for future years. Prior to beginning the reporting process, the institution is responsible for listing Gordian as "Data Entry" User within STARS Reporting Tool. The institution is also responsible for all costs associated with STARS Reporting access. Sightlines Serves as Project Managers Using specialized tools,we efficiently: g Report to 00uthine AASHE Manage Communication L Process&Input Data Benchmark Performance .. 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 49 J-87 Docusign Envelope ID:77379D80-8731-4A39-A37F A3D88EE3EA31 Exhibit J Important Data Note Gordian will expire all reasonable efforts to collect each data piece (3 data requests via phone and/or email,followed by troubleshooting with key campus leaders)to overcome any data collection issues.Any data not provided in a timely manner, despite these systematic outreach efforts, will not be included in the Gordian analysis. Secondly, any institution may choose not to pursue a credit,for any reason. Once a decision is made not to pursue a credit, Gordian will cease all collection efforts related to that credit. Deliverables: Sustainability Reporting Gordian provides the following deliverables: • PowerPoint presentation of the results delivered either on-site or via webinar which outlines: o Data Collected o STARS Performance Benchmark Performance Across Categories STARS Performance by Category &o ]0 60 60 8 40 30 zo 10 0 A.d-P EftgR ft ope•.eau P'..n g&anmmmanon ■rowPna�.n« ■srngsn.s sightlines 27 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 50 J-88 Docusign Envelope ID:77379D80-8731-4A39-A37F A3D88EE3EA31 Exhibit J o Recommendations for continuous improvement, including: ■ Short Term Recommendations that can be implemented before the next reporting cycle with limited capital and/or manpower ■ Long Term Recommendations that will require more time and/or resources to implement • Completed STARS report (for each contracted section) STARS Operations Performance 70 Platinum 60 50 Gold M u 40 a . . $Ilwr 30 Bronze 20 10 IPM:Integrated Pest Management Use Ieasl-to-chemical pesuuaes a-flahle Mlnimiie use only for targeted focadnns and specie. 0 Y—pedormanca 2 t 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 51 J-89 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE30 Exhibit J Timeframe Our Sustainability Reporting solution streamlines your STARS reporting. We will work with you to determine the most appropriate schedule for our on-site visits and presentations. The following table describes the schedule generally: Stage Description/Action Kick Off/Mobilization Formally initiate the project with key stakeholders Data Collection & Data collection will begin with a web-based meeting to discuss Processing required data and scheduling. Four weeks off-site. Interviews Interviews (2-3 days depending on scope of work) Data will be qualified via email to the proper campus contacts who must review and sign-off. Qualification of Data Review of inventory with key stakeholders 3rd Party Data Review Gordian assigns individual to perform a review of the analysis separate from the core assessment team Gap Analysis Analysis areas of opportunity for additional points Preliminary Submission of Submit STARS report for a preliminary score from AASHE STARS Report Data Revisions with AASHE Update STARS report with feedback from AASHE and finalize gap Gui idance analysis Presentation &Deliverables Deliverables will be available approximately one-month after on-site data collection—contingent on data collection being complete. A presentation of final deliverables: 1. Completed STARS report 2. Senior level presentation 30 Patewood Drive Greenville,SC 29615 855.467.9444 gordian.com 52 J-90 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J :.• y'z" °F ._ UNIVERSITY OF CALIFORNIA Amendment to Agreement 1868' This Amendment # 1 to Agreement # 201002786 ("Agreement") is entered into between The Regents of the University of California (UC) and Supplier. AMENDMENT TO AGREEMENT The Agreement is hereby amended as follows: Documents incorporated and listed under Section 19. Incorporated Documents: - n. RFP#002013-MAY2020 UC System-wide Job Order Contracting (JOC) Services All other terms, conditions and provisions of the Agreement shall remain in full force and effect. This Amendment is signed by the parties' duly authorized representatives, and shall be effective as of April 27tn 2021. The GORDIAN GROUP INC. THE REGENTS OF THE UNIVERSITY OF ALIFORNIA By: c�I' Name: Ammon T. Lesher Sean Parker Title: VP, General Counsel Acting Associate Director- Procurement Date: 4/22/2021 4/22/2021 Amendment No.XX Page 1 of 1 Agreement No.XXX Revised 11/4/15 J-91 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit J �y;T" °F .• UNIVERSITY oO F -_: : CALIFORNIA Amendment to Agreement •/868' This Amendment # 2 to Agreement # 201002786 ("Agreement") is entered into between The Regents of the University of California (UC) and Supplier. AMENDMENT TO AGREEMENT The Agreement is hereby amended as follows: Section 1. Statement of Work to add the following language: "As a result of Request for Proposal # 00213-MAY2020 UC System-wide Job Order Contracting (JOC) Services, the Agreement to furnish certain goods and services described herein and in the documents referenced herein ("Goods and/or Services") is made by and between The Regents of the University of California, a California public cooperation ("UC") on behalf of the University of California and the supplier named below ("Supplier"). This Agreement is binding only if it is negotiated and executed by an authorized representative with the proper delegation of authority. Supplier agrees to extend Goods and/or Services to public agencies (state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit ("Public Agencies") registered with OMNIA Partners, Public Sector ("Participating Public Agencies") under the terms of this agreement. All contractual administration (e.g. terms, conditions, extensions, and renewals) will remain the UC's responsibility except as outlined in the above referenced RFP 00213-MAY2020 UC System-wide Job Order Contracting (JOC) Services. Operational issues, fiduciary responsibility, payment issues and liabilities, and disputes involving individual Participating Public Agencies will be addressed, administered, and resolved by each Participating Public Agency." Documents incorporated and listed under Section 19. Incorporated Documents: - o. RFP#002013-MAY2020-Questionnaire Response—Gordian All other terms, conditions and provisions of the Agreement shall remain in full force and effect. This Amendment is signed by the parties' duly authorized representatives, and shall be effective as of May 201n 2021. GORDIAN GROUP INC. THE REGENTS OF THE r �UNIVERSITY OF CALIFORNIA By: Name: Ammon T .Lesher Sean Parker Title: VP, General Counsel Acting Associate Director- Procurement Date: 5/17/21 5/17/21 Amendment No.2 Page 1 of 1 Agreement No.2021002786 Revised 5/13/2021 J-92 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit K G OR D IAN ® Invoice To: 4200 Fresno County CA-1 Date: 2/14/2024 2220 Tulare St Fresno CA 93721 Document No: C1119101 Customer Acct#: ORG102972-1 Payment Terms: Due on receipt . . Information Job Order No: JOC23-HER-020 Job Order Volume: 263,397.02 Job Order Title: JJC Play 04 Metal Shade Structure Project Manager Ed Milam Job Site: 3333 American Ave., Fresno,CA,93725 Work Authorization No: 423756 Work Authorization Date: 2/6/2024 Owner: 4200 Fresno County CA-1 Owner Dept: Contractor: Heritage General NM-1 Contractors Contract No: 23-280 Billing Information Job Order Item Job Order No/Supplemental No Volume / B i l l i n g Amount Hours Rate JOC License Fee JOC23-HER-020 263,397.02 1.950%1 5,136.24 Sub-Total 5,136.24 Amount Due in USD 5,136.24 Remittance Information Payments Via ACH/Wire Financial Institution: Bank of America Account Name: The Gordian Group, Inc ABA: ACH/EFT:071923284 Account Number: 8765331742 Swift Code: BOFAUS3N Payments Via Check The Gordian Group, Inc. PO Box 74008498 Chicago, IL 60674-8498 Please provide remittance details to ar@gordian.com if the information cannot be encoded in the ACH/Wire transmission or included with the check. Page 1 of 1 30 Patewood Drive,Bldg 2,Suite 350,Greenville,SC 29615 1800.874.2291 K-1 Docusign Envelope ID:77379D80-8731-4A39-A37F-A3D88EE3EA31 Exhibit K G OR D IAN ® Invoice To: Fresno County Public Works and Planning CA Date: 2/16/2024 2220 Tulare St Fresno CA 93721 Document No: C1119223 Customer Acct#: ORG102973-1 Payment Terms: Due on receipt . . Information Job Order No: 22-J-03-02A Job Order Volume: 6,563.35 Job Order Title: County Plaza 6th Floor Alterations Project Manager Stefanie Sorondo Job Site: Work Authorization No: T80355 Work Authorization Date: 2/8/2024 Owner: 4201 Fresno County Public Works and Planning CA-1 Owner Dept: Contractor: Durham Construction Company Inc-1 Contractors Contract No: 22-J-03 Billing Information Job Order Item Job Order No/Supplemental No Volume / B i l l i n g Amount Hours Rate JOC License Fee 22-J-03-02A 6,563.35 1.950%1 127.99 Sub-Total 127.99 Amount Due in USD 127.99 Remittance Information Payments Via ACH/Wire Financial Institution: Bank of America Account Name: The Gordian Group, Inc ABA: ACH/EFT:071923284 Account Number: 8765331742 Swift Code: BOFAUS3N Payments Via Check The Gordian Group, Inc. PO Box 74008498 Chicago, IL 60674-8498 Please provide remittance details to ar@gordian.com if the information cannot be encoded in the ACH/Wire transmission or included with the check. Page 1 of 1 30 Patewood Drive,Bldg 2,Suite 350,Greenville,SC 29615 1800.874.2291 K-2 DocuSign Certificate Of Completion Envelope Id:77379D8087314A39A37FA3D88EE3EA31 Status:Completed Subject:Complete with Docusign:Gordian Agreement(revised 8.29.24)-County of Fresno Source Envelope: Document Pages: 149 Signatures: 1 Envelope Originator: Certificate Pages:5 Initials:0 Clarice Byrd AutoNav: Enabled 30 Patewood Dr Ste 350 Envelopeld Stamping: Enabled Greenville,SC 29615 Time Zone: (UTC-05:00)Eastern Time(US&Canada) c.byrd@gordian.com IP Address: 136.226.3.73 Record Tracking Status:Original Holder:Clarice Byrd Location: DocuSign 9/3/2024 1 09:41 AM c.byrd@gordian.com Signer Events Signature Timestamp Matthew Bausher ° Be dby. Sent:9/3/2024 1 09:46 AM m.bausher@gordian.comEA12DBAFOCE2B4409tag" balidt.t it Viewed:9/3/2024 1 09:49 AM Chief Customer Officer Signed:9/3/2024 1 09:49 AM The Gordian Group, Inc Security Level: Email,Account Authentication Signature Adoption: Pre selected Style (None) Using IP Address: 170.85.71.97 Electronic Record and Signature Disclosure: Accepted:9/3/2024 1 09:49 AM ID:05cf5420-5635-4c52-ab8f-f05895da2753 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Carrie Roberts COPIED Sent:9/3/2024 09:49 AM c.roberts@gordian.com Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:5/6/2022 1 04:39 PM ID:95f7d5ca-Oe5b-42aa-8ad1-c1326a88df11 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 9/3/2024 09:46 AM Certified Delivered Security Checked 9/3/2024 09:49 AM Signing Complete Security Checked 9/3/2024 09:49 AM Completed Security Checked 9/3/2024 09:49 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 1/28/2021 1 03:47 PM Parties agreed to:Matthew Bausher,Carrie Roberts ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Gordian(we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. By selecting the check-box next to `I agree to use electronic records and signatures', you confirm that: • You can access and read this Electronic Record and Signature Disclosure; and • You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and • Until or unless you notify Gordian as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by Gordian during the course of your relationship with Gordian.