HomeMy WebLinkAboutAgreement A-24-472 with ProVoteSolutions.pdf Agreement No. 24-472
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement') is dated September 10, 2024 and is
3 between Pro Document Solutions, Inc., dba ProVoteSolutions, a California corporation
4 ("Contractor"), and the County of Fresno, a political subdivision of the State of California
5 ("County").
6 Recitals
7 A. The County desires to engage the Contractor for the purpose of providing ballot printing,
8 vote by mail processing, vote by mail envelopes, and voter services mailer services.
9 B. Ballot printing, vote by mail processing, vote by mail envelopes, and voter services
10 mailers are required by the California Elections Code.
11 C. Contractor has the qualified personnel, facilities, and resources to provide ballot
12 printing, vote by mail processing, vote by mail envelopes, and voter services mailers to County
13 in a timely manner.
14 D. Contractor was a successful bidder in Request for Proposal 25-005 for Ballot Printing
15 and Mailing.
16 The parties therefore agree as follows:
17 Article 1
18 Contractor's Services
19 1.1 Scope of Services. The Contractor shall perform all of the services provided in
20 Exhibit A to this Agreement, titled "Scope of Services."
21 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
22 able to perform all of the services provided in this Agreement.
23 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
24 applicable federal, state, and local laws and regulations in the performance of its obligations
25 under this Agreement, including but not limited to workers compensation, labor, and
26 confidentiality laws and regulations.
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1 Article 2
2 County's Responsibilities
3 2.1 The County shall provide Contractor will all information necessary for ballot printing,
4 vote by mail processing, vote by mail envelopes, and voter services mailers.
5 Article 3
6 Compensation, Invoices, and Payments
7 3.1 The County agrees to pay, and the Contractor agrees to receive, compensation for
8 the performance of its services under this Agreement as described in Exhibit B to this
9 Agreement, titled "Compensation."
10 3.2 Maximum Compensation. The maximum compensation payable to the Contractor
11 under this Agreement is Eight Million Dollars ($8,000,000.00)for a full five-year term. For the
12 period of August 22, 2024 to June 30, 2027, the maximum compensation payable to the
13 Contractor is Four Million Eight Hundred Thousand Dollars ($4,800,000.00). Should this
14 Agreement be extended under Section 4.2 hereof, the maximum compensation payable to the
15 Contractor for each subsequent 12-month period shall be as follows: July 1, 2027 to June 30,
16 2028, One Million Six Hundred Thousand Dollars ($1,600,000.00); and July 1, 2028 to June 30,
17 2029, One Million Six Hundred Thousand Dollars ($1,600,000.00). The Contractor
18 acknowledges that the County is a local government entity, and does so with notice that the
19 County's powers are limited by the California Constitution and by State law, and with notice that
20 the Contractor may receive compensation under this Agreement only for services performed
21 according to the terms of this Agreement and while this Agreement is in effect, and subject to
22 the maximum amount payable under this section. The Contractor further acknowledges that
23 County employees have no authority to pay the Contractor except as expressly provided in this
24 Agreement.
25 3.3 Invoices. The Contractor shall submit monthly invoices to Fresno County Clerk-
26 Elections, Business Manager at 2221 Kern Street, Fresno, CA 93721 or
27 countyclerkfinance@fresnocountyca.gov. The Contractor shall submit each invoice within 60
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1 days after the month in which the Contractor performs services and in any case within 60 days
2 after the end of the term or termination of this Agreement.
3 3.4 Payment. The County shall pay each correctly completed and timely submitted
4 invoice within 45 days after receipt. The County shall remit any payment to the Contractor's
5 address specified in the invoice.
6 3.5 Incidental Expenses. The Contractor is solely responsible for all of its costs and
7 expenses that are not specified as payable by the County under this Agreement.
8 Article 4
9 Term of Agreement
10 4.1 Term. This Agreement is effective retroactively to August 22, 2024 and terminates
11 on June 30, 2027, except as provided in section 4.2, "Extension," or Article 6, "Termination and
12 Suspension," below.
13 4.2 Extension. The term of this Agreement may be extended for no more than two, one-
14 year periods only upon written approval of both parties at least 30 days before the first day of
15 the next one-year extension period. The County Clerk/Registrar of Voters or his or her designee
16 is authorized to sign the written approval on behalf of the County based on the Contractor's
17 satisfactory performance. The extension of this Agreement by the County is not a waiver or
18 compromise of any default or breach of this Agreement by the Contractor existing at the time of
19 the extension whether or not known to the County.
20 Article 5
21 Notices
22 5.1 Contact Information. The persons and their addresses having authority to give and
23 receive notices provided for or permitted under this Agreement include the following:
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For the County:
25 County Clerk/Registrar of Voters
County of Fresno
26 2221 Kern Street
Fresno, CA 93721
27 Clerk-elections@fresnocountyca.gov
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1 For the Contractor:
President
2 ProVoteSolutions Inc.
90 W. Poplar Way
3 Porterville, CA 93257
paulm@provotesolutions.com
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5 5.2 Change of Contact Information. Either party may change the information in section
6 5.1 by giving notice as provided in section 5.3.
7 5.3 Method of Delivery. Each notice between the County and the Contractor provided
8 for or permitted under this Agreement must be in writing, state that it is a notice provided under
9 this Agreement, and be delivered either by personal service, by first-class United States mail, by
10 an overnight commercial courier service, or by Portable Document Format (PDF) document
11 attached to an email.
12 (A) A notice delivered by personal service is effective upon service to the recipient.
13 (B) A notice delivered by first-class United States mail is effective three County
14 business days after deposit in the United States mail, postage prepaid, addressed to the
15 recipient.
16 (C)A notice delivered by an overnight commercial courier service is effective one
17 County business day after deposit with the overnight commercial courier service,
18 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
19 the recipient.
20 (D)A notice delivered by PDF document attached to an email is effective when
21 transmission to the recipient is completed (but, if such transmission is completed outside
22 of County business hours, then such delivery is deemed to be effective at the next
23 beginning of a County business day), provided that the sender maintains a machine
24 record of the completed transmission.
25 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
26 nothing in this Agreement establishes, waives, or modifies any claims presentation
27 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
28 of Title 1 of the Government Code, beginning with section 810).
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1 Article 6
2 Termination and Suspension
3 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
4 contingent on the approval of funds by the appropriating government agency. If sufficient funds
5 are not allocated, then the County, upon at least 30 days' advance written notice to the
6 Contractor, may:
7 (A) Modify the services provided by the Contractor under this Agreement; or
8 (B) Terminate this Agreement.
9 6.2 Termination for Breach.
10 (A) Upon determining that a breach (as defined in paragraph (C) below) has
11 occurred, the County may give written notice of the breach to the Contractor. The written
12 notice may suspend performance under this Agreement, and must provide at least 30
13 days for the Contractor to cure the breach.
14 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
15 time stated in the written notice, the County may terminate this Agreement immediately.
16 (C) For purposes of this section, a breach occurs when, in the determination of the
17 County, the Contractor has:
18 (1) Obtained or used funds illegally or improperly;
19 (2) Failed to comply with any part of this Agreement;
20 (3) Submitted a substantially incorrect or incomplete report to the County; or
21 (4) Improperly performed any of its obligations under this Agreement.
22 6.3 Termination without Cause. In circumstances other than those set forth above, the
23 County may terminate this Agreement by giving at least 30 days advance written notice to the
24 Contractor.
25 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
26 under this Article 6 is without penalty to or further obligation of the County. The County will pay
27 the Contractor all outstanding and approved invoices through the date of termination.
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1 6.5 County's Rights upon Termination. Upon termination for breach under this Article
2 6, the County may demand repayment by the Contractor of any monies disbursed to the
3 Contractor under this Agreement that, in the County's sole judgment, were not expended in
4 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
5 demand. This section survives the termination of this Agreement.
6 Article 7
7 Independent Contractor
8 7.1 Status. In performing under this Agreement, the Contractor, including its officers,
9 agents, employees, and volunteers, is at all times acting and performing as an independent
10 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint
11 venturer, partner, or associate of the County.
12 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
13 manner or method of the Contractor's performance under this Agreement, but the County may
14 verify that the Contractor is performing according to the terms of this Agreement.
15 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no
16 right to employment rights or benefits available to County employees. The Contractor is solely
17 responsible for providing to its own employees all employee benefits required by law. The
18 Contractor shall save the County harmless from all matters relating to the payment of
19 Contractor's employees, including compliance with Social Security withholding and all related
20 regulations.
21 7.4 Services to Others. The parties acknowledge that, during the term of this
22 Agreement, the Contractor may provide services to others unrelated to the County.
23 Article 8
24 Indemnity and Defense
25 8.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
26 County (including its officers, agents, employees, and volunteers) against all claims, demands,
27 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
28 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
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1 the performance or failure to perform by the Contractor (or any of its officers, agents,
2 subcontractors, or employees) under this Agreement. The County may conduct or participate in
3 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or
4 defend the County.
5 8.2 Survival. This Article 8 survives the termination of this Agreement.
6 Article 9
7 Insurance
8 9.1 The Contractor shall comply with all the insurance requirements in Exhibit D to this
9 Agreement.
10 Article 10
11 Data Security
12 10.1 The Contractor shall comply with all the data security requirements in Exhibit E to
13 this Agreement.
14 Article 11
15 Inspections, Audits, and Public Records
16 11.1 Inspection of Documents. The Contractor shall make available to the County, and
17 the County may examine at any time during business hours and as often as the County deems
18 necessary, all of the Contractor's records and data with respect to the matters covered by this
19 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
20 request by the County, permit the County to audit and inspect all of such records and data to
21 ensure the Contractor's compliance with the terms of this Agreement.
22 11.2 State Audit Requirements. If the compensation to be paid by the County under this
23 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
24 California State Auditor, as provided in Government Code section 8546.7, for a period of three
25 years after final payment under this Agreement. This section survives the termination of this
26 Agreement.
27 11.3 Public Records. The County is not limited in any manner with respect to its public
28 disclosure of this Agreement or any record or data that the Contractor may provide to the
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1 County. The County's public disclosure of this Agreement or any record or data that the
2 Contractor may provide to the County may include but is not limited to the following:
3 (A) The County may voluntarily, or upon request by any member of the public or
4 governmental agency, disclose this Agreement to the public or such governmental
5 agency.
6 (B) The County may voluntarily, or upon request by any member of the public or
7 governmental agency, disclose to the public or such governmental agency any record or
8 data that the Contractor may provide to the County, unless such disclosure is prohibited
9 by court order.
10 (C)This Agreement, and any record or data that the Contractor may provide to the
11 County, is subject to public disclosure under the Ralph M. Brown Act (California
12 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
13 (D)This Agreement, and any record or data that the Contractor may provide to the
14 County, is subject to public disclosure as a public record under the California Public
15 Records Act (California Government Code, Title 1, Division 10, beginning with section
16 7920.000) ("CPRA").
17 (E) This Agreement, and any record or data that the Contractor may provide to the
18 County, is subject to public disclosure as information concerning the conduct of the
19 people's business of the State of California under California Constitution, Article 1,
20 section 3, subdivision (b).
21 (F) Any marking of confidentiality or restricted access upon or otherwise made with
22 respect to any record or data that the Contractor may provide to the County shall be
23 disregarded and have no effect on the County's right or duty to disclose to the public or
24 governmental agency any such record or data.
25 11.4 Public Records Act Requests. If the County receives a written or oral request
26 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
27 and which the County has a right, under any provision of this Agreement or applicable law, to
28 possess or control, then the County may demand, in writing, that the Contractor deliver to the
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1 County, for purposes of public disclosure, the requested records that may be in the possession
2 or control of the Contractor. Within five business days after the County's demand, the
3 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
4 possession or control, together with a written statement that the Contractor, after conducting a
5 diligent search, has produced all requested records that are in the Contractor's possession or
6 control, or (b) provide to the County a written statement that the Contractor, after conducting a
7 diligent search, does not possess or control any of the requested records. The Contractor shall
8 cooperate with the County with respect to any County demand for such records. If the
9 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
10 CPRA or other applicable law, it must deliver the record or data to the County and assert the
11 exemption by citation to specific legal authority within the written statement that it provides to
12 the County under this section. The Contractor's assertion of any exemption from disclosure is
13 not binding on the County, but the County will give at least 10 days' advance written notice to
14 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
15 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
16 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
17 failure to produce any such records, or failure to cooperate with the County with respect to any
18 County demand for any such records.
19 Article 12
20 Liquidated Damages
21 12.1 Liquidated Damages. The County and the Contractor acknowledge and agree that
22 if the Contractor fails to timely deliver ballot materials as required by the Agreement, the County
23 will incur substantial damages. The County and the Contractor further acknowledge and agree
24 that such damages would be difficult to estimate at the date of this Agreement. The County and
25 the Contractor agree that the Liquidated Damages Amount, hereinafter defined, represents a
26 reasonable estimate of what the County's damages would be in the event of a breach by the
27 Contractor.
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1 12.2 Liquidated Damages Amount. For each calendar day after the delivery deadlines
2 set forth in Sections I and II of Exhibit A, the Contractor shall pay the County the sum of Ten
3 Thousand Dollars ($10,000.00) per day as fixed and agreed liquidated damages (the
4 "Liquidated Damages Amount"), but not as a penalty. Liquidated damages shall under no
5 circumstances exceed One Hundred Thousand Dollars ($100,000.00).
6 12.3 Liquidated Damages Application. Contractor does hereby authorize the County to
7 deduct such Liquidated Damages Amount from any amount owing to the Contractor. Contractor
8 further agrees that any such deduction shall not in any way whatsoever release the Contractor
9 from further obligation and liabilities in regard to fulfillment of the entire Agreement.
10 12.4 Liquidated Damages Exception. It is further agreed that time is of the essence in
11 fulfilling the obligations of the Agreement. Contractor shall not be charged the Liquidated
12 Damages Amount of any excess costs when the delay in completion is due to any of the
13 following:
14 (A) Any preference or priority of allocation duly issued by the County or delay in
15 delivery of materials or information by the County.
16 (B) Any unforeseen causes beyond the control and without the fault of the
17 Contractor, including but not limited to, acts of God or of the public enemy provided,
18 further, that the Contractor shall, within 24 hours of such delay, notify the County
19 Clerk/Registrar of Voters and shall use reasonable commercial efforts to avoid or
20 remove such causes of nonperformance, and shall continue performance hereunder with
21 reasonable dispatch whenever such causes are removed. The County will grant no
22 delays and extensions of time due to acts or omissions arising from negligence or willful
23 misconduct on the part of the Contractor or the Contractor's employees.
24 (C)The County deadlines which precede the execution of the Agreement.
25 Article 13
26 Disclosure of Self-Dealing Transactions
27 13.1 Applicability. This Article 13 applies if the Contractor is operating as a corporation,
28 or changes its status to operate as a corporation.
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1 13.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
2 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
3 "Self-Dealing Transaction Disclosure Form" (Exhibit C to this Agreement) and submitting it to
4 the County before commencing the transaction or immediately after.
5 13.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
6 a party and in which one or more of its directors, as an individual, has a material financial
7 interest.
8 Article 14
9 General Terms
10 14.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
11 Agreement may not be modified, and no waiver is effective, except by written agreement signed
12 by both parties. The Contractor acknowledges that County employees have no authority to
13 modify this Agreement except as expressly provided in this Agreement.
14 14.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
15 under this Agreement without the prior written consent of the other party.
16 14.3 Governing Law. The laws of the State of California govern all matters arising from
17 or related to this Agreement.
18 14.4 Jurisdiction and Venue. This Agreement is signed in Fresno County, California and
19 performed in Fresno County, California and Tulare County, California. Contractor consents to
20 California jurisdiction for actions arising from or related to this Agreement, and, subject to the
21 Government Claims Act, all such actions must be brought and maintained in Fresno County.
22 14.5 Construction. The final form of this Agreement is the result of the parties' combined
23 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
24 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
25 against either party.
26 14.6 Days. Unless otherwise specified, "days" means calendar days.
27 14.7 Headings. The headings and section titles in this Agreement are for convenience
28 only and are not part of this Agreement.
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1 14.8 Severability. If anything in this Agreement is found by a court of competent
2 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
3 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
4 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
5 intent.
6 14.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
7 not unlawfully discriminate against any employee or applicant for employment, or recipient of
8 services, because of race, religious creed, color, national origin, ancestry, physical disability,
9 mental disability, medical condition, genetic information, marital status, sex, gender, gender
10 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
11 all applicable State of California and federal statutes and regulation.
12 14.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
13 of the Contractor under this Agreement on any one or more occasions is not a waiver of
14 performance of any continuing or other obligation of the Contractor and does not prohibit
15 enforcement by the County of any obligation on any other occasion.
16 14.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
17 between the Contractor and the County with respect to the subject matter of this Agreement,
18 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
19 publications, and understandings of any nature unless those things are expressly included in
20 this Agreement. If there is any inconsistency between the terms of this Agreement without its
21 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
22 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
23 exhibits.
24 14.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
25 create any rights or obligations for any person or entity except for the parties.
26 14.13 Authorized Signature. The Contractor represents and warrants to the County that:
27 (A) The Contractor is duly authorized and empowered to sign and perform its
28 obligations under this Agreement.
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1 (B) The individual signing this Agreement on behalf of the Contractor is duly
2 authorized to do so and his or her signature on this Agreement legally binds the
3 Contractor to the terms of this Agreement.
4 14.14 Electronic Signatures. The parties agree that this Agreement may be executed by
5 electronic signature as provided in this section.
6 (A) An "electronic signature" means any symbol or process intended by an individual
7 signing this Agreement to represent their signature, including but not limited to (1) a
8 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
9 electronically scanned and transmitted (for example by PDF document) version of an
10 original handwritten signature.
11 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
12 equivalent to a valid original handwritten signature of the person signing this Agreement
13 for all purposes, including but not limited to evidentiary proof in any administrative or
14 judicial proceeding, and (2) has the same force and effect as the valid original
15 handwritten signature of that person.
16 (C)The provisions of this section satisfy the requirements of Civil Code section
17 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
18 Part 2, Title 2.5, beginning with section 1633.1).
19 (D) Each party using a digital signature represents that it has undertaken and
20 satisfied the requirements of Government Code section 16.5, subdivision (a),
21 paragraphs (1) through (5), and agrees that each other party may rely upon that
22 representation.
23 (E) This Agreement is not conditioned upon the parties conducting the transactions
24 under it by electronic means and either party may sign this Agreement with an original
25 handwritten signature.
26 14.15 Counterparts. This Agreement may be signed in counterparts, each of which is an
27 original, and all of which together constitute this Agreement.
28 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Agreement on the date stated in the introductory clause.
2
Pro Document Solutions Inc., DBA COUNTY OF FRESNO
3 ProVoteSolutions
5 Nathan Magsig, Chairman of the Board of
Paul Mantey, President Supervisors of the County of Fresno
6
90 W. Poplar Ave Porterville, CA 93257 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.: 2850
Account No.: 7295
13 Fund No.: 0001
Subclass No.: 10000
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1 Scope of Services
2 EXHIBIT A - SCOPE OF SERVICES
3 BALLOT PRINTING, VOTE BY MAIL PROCESSING, AND VOTE BY MAIL ENVELOPE, AND
4 VOTER SERVICES MAILER SERVICES
5 ProVoteSolutions, Inc. ("PROVOTE") shall provide Ballot Printing (Section III), Vote by Mail
Ballot Processing and Vote by Mail Envelopes (Section IV), and Voter Services Mailers (Section
6 V) which are required for the County of Fresno ("County") to conduct elections and maintain
voter registration records. The County utilizes the Dominion Voting Systems Democracy Suite
7 ("Dominion" or "Dominion Voting Systems"). Dominion ballots are available in several sizes: 8
'/2" x 11"; 8 1/2" x 14", 8 '/2" x 17", 8 '/2" x 18", 8 '/2" x 19", and 8 '/2 x 22". The County requires that
8 all ballots are printed by precinct number to meet the requirements of Division 13 of the
9 California Elections Code. The Contractor shall meet the production activities, needs of the
County and delivery deadlines identified herein, which shall be subject to change at the sole
10 discretion of the County and without approval by the Contractor, depending on the type of
election or changes made by the County. All changes made by the County to production
11 activities, needs of the County, and delivery deadlines identified herein shall be in writing and
shall be transmitted to the Contractor at the earliest possible date.
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Section I: Ballot Printing
13 A) Ballot Printing Deadlines/Conditions
14 The Contractor shall maintain its status on the California Secretary of State's list of certified ballot
printers throughout the contract period. Any changes to certification of any of the Contractor's
15 operations shall be reported to County within 24 hours after the Contractor receives notice of the
status change.
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The Contractor shall be on call and respond to the County 24 hours a day and 7 days a week
17 beginning E-56 through election day to address any situation or problem with ballot printing or vote by
mail processing. The Contractor shall assign a project manager to coordinate service needs of the
18 County.
The ballot design/watermark and color(multiple)are determined by the California Secretary of State's
19 Office and applied by the Contractor. The design and tint must appear on the ballot itself(for
example, in the top portion of the ballot with the title of election, instructions, etc.). The ballot color
20 cannot be printed in any of the restricted areas.
21 The type of ballot(Vote by Mail or Vote Center) may be printed in black ink or red ink along with the
precinct number and instructions. The title of the election is printed in black ink. This information is
22 printed in the top header section of the ballot.
23 Ballot size will be 8 '/2' x 11", 8 '/2"x 14", 8 '/2' x 17", 8 '/2' x 18", 8 '/2"x 19", or 8 '/2" x 22".
PROCESSES AND/OR REQUIERMENTS COUNTY DEADLINE
24 County prepares ballot order and sends to Contractor 60 days before the election
25 Contractor returns ballot order proof back to County for 58 days before the election
review
26
County sends ballot image files (pdf file)to Contractor 56 days before the election
27 to apply tint and logo (from California Secretary of
State)
28 Contractor sends back ballot image proofs and paper 50 days before the election
A-1
1 proofs to County for verification
2 Contractor prints and mails Vote by Mail uniformed and 60—45 days before the election
overseas citizens absentee voting act (UOCAVA)
3 ballots and paper proofs to County
Contractor prints test ballots and delivers to County 49—40 days before the election
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Contractor delivers ballot stock to County 34 days before the election
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6 B) The Contractor Shall provide services for the following
7 Year 2024:
Statewide General Election - Nov. 2024
8 Year 2025:
9 Uniform District Election Law (UDEL)- Nov. 2025
FCERA General and Safety Member Election - Nov. 2025
10 Year 2026:
Statewide Primary Election - March 2026
11 FCERA General Member Election —August 2026
Statewide General Election - Nov. 2026
12 Year 2027:
13 Uniform District Election Law (UDEL)- Nov. 2027
FCERA General and Safety Member Election - Nov. 2027
14 Year 2028:
Presidential Primary Election - March 2028
15 FCERA General Member Election -August 2028
Presidential General Election — November 2028
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In addition to these scheduled elections the Contractor shall provide services for any additional
17 Special Elections, which are not currently scheduled. County deadlines for performance will be
determined based on the date of the election. The County will provide the Contractor with the date of
18 the election within three (3) working days after the exact date of the election is known by the County.
The County will inform the Contractor of the election date by one of the following: phone, email, mail,
19 fax, or in person.
20 C) Ballot printing
21 Ballot printing shall be completed in accordance with the Dominion Democracy Suite Use
Procedures, Version 5.10-A,. The Contractor shall comply with any updates to this guide. The guide
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is currently available at ,ttps://votingsystems.cdn.sos.ca.gov/vendors/dominion/ds510a/ds510a-use-
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proc-2021-2.pdf
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26 D) Submission of Ballot Order
a. The County will submit an electronic transmission of the order with all pertinent data (e.g.
27 quantity, numbering, etc.)to the Contractor, approximately sixty (60) days before the election
date.
28 b. Delivery of Order- Required delivery as specified under County deadlines. No overages or
shortages are accepted.
A-2
1 c. Shipping Order-The Contractor will provide shipping to Fresno, CA. All boxes will be sealed in a
fashion to determine if the seal has been tampered with during shipping. All boxes will be labeled
2 on the outside and inside of the front box cover with custom box labels with information such as
Vote Center name, precinct numbers, and quantities to meet County needs. If these boxes are
3 shipped in another carton, that carton is to be sealed in the same manner and labeled with the
clearly identifying information for the boxes contained within. The County is to be notified by
4 telephone or e-mail the day the ballot stock is shipped. The name of the shipping company, their
telephone number, address, and exact delivery date of the shipment will also be provided by the
5 Contractor.
6 E) Artwork
a. Dominion Voting Systems 5.10A (or successor version)will be utilized to layout the ballot. This
7 will be electronically transmitted to the Contractor in a PDF file format. The artwork will be
provided to the Contractor no later than fifty-six (56) days before the election date.
8
b. The County will supply all language, titles for races, candidate information, measure information,
9 etc. in a timely manner. The County will be the sole owner of all artwork created pursuant to the
election.
10 c. The County requires physical proofs for final approval, prior to printing, fifty (50) days before an
election.
11
F) Summary of Ballot Requirements: Test Ballots/Test Deck
12 a. Paper ballot"Logic and Accuracy Test Decks" are required for testing the Dominion ImageCast
Central ballot counting equipment in the County. These test decks are to be generated by
13 Dominion and printed by the Contractor.
14 b. Any other test deck will be requested by the County through Dominion Voting Systems and
printed by the Contractor.
15 c. Test Ballots or Test Deck Ballots
16 i. The County will work with Dominion Voting Systems on the requested test decks, and
Dominion Voting Systems will provide the test deck information to the Contractor for printing.
17 ii. Dominion to pre-fill ovals in all test decks in a required pattern as specified by the County at
18 the time the ballot images are forwarded to the Contractor.
iii. Test decks are to be packaged flat, in precinct, ballot type, and/or party, determined by the
19 Fresno County Elections Office.
20 iv. The Contractor will provide sample printed ballots upon request of the County for the
purposes of testing readability by the Dominion Image Cast Evolution units.
21 v. The Contractor shall not staple the test deck ballot
22 G) Vote by Mail Ballots
a. All active registered voters receive vote by mail ballots. Fresno County currently has
23 approximately 507,000 active registered voter and expects this number to increase to
24 approximately 525,000 by the end of this contract.
b. Vote by mail ballots must be printed by individual precincts using software generated precinct ID
25 markers.
26 c. Words "Vote by Mail"to be printed on each ballot. All vote by mail ballots are to be at least three
panel folded centered between timing marks. Folded ballots must fit into custom envelopes.
27 d. Vote by mail ballots are not to be stapled on pads nor packed in shrink wrap.
28 H) Extra Boxes
A-3
1 The County requires flat, empty ballot boxes for polling place supplies. Approximately 800-1,000
boxes are needed for each election to fit the size of the ballot (8 '/2'x 11", 8 '/2" x 14", 8 '/2"x 17", 8 '/2"
2 x 18", 8 '/2"x 19", or 8 '/2' x 22"). The County uses both 2.5" high ("keyboard") and 5.5" high boxes for
ballots and materials storage.
3
4
5
1) Additional Information
6
a. Based on the Contractor's capacity, the County shall never be left off the print schedule prior to a
7 non-contracted county.
b. Blank Ballot paper stock: packaged in boxes and clearly labeled with quantity. Ballots are flat,
8 and sometimes scored and are packaged and shrink-wrapped by groups of 100.
9
Section II: Vote by Mail ("VBM") Processing and Vote by Mail Envelopes
10 PROCESSES AND/OR REQUIREMENTS
11
County orders vote by mail envelopes from Contractor 90 days before a County-
12 wide election. 85 days
13 before any other election.
14
County submits first vote by mail voter extract to Contractor 56 days before
15 election
16
Contractor delivers vote by mail envelopes to County 55 days before the
17
election
18
19 Contractor mails UOCAVA ballots to UOCAVA voters 60—45 days before the
election
20
21 Contractor mails vote by mail packets for initial extract. 35—29 days before the
election
22
23 Contractor assembles subsequent vote by mail packets for 28—6 days before the
24 subsequent voter extracts to voters election
25
A) Insert outgoing vote by mail pieces through an automated process with voter specific data printed on
26 the VBM envelope for all VBM voter data extracts. This includes a barcode scanner added by the
Contractor for quality control. The Contractor shall confirm barcode readability.
27 B) The outgoing mail preparation and inserting typically begins at approximately 56 days prior to an
28 election. Additional mail preparation and inserting continues through six days prior to an election. The
quantity of mail typically decreases with each mailing. This process must remain available to the
County from twenty-nine days prior to an election to six days prior to an election. The main file Vote
A-4
1 by Mail mailing occurs on the twenty-nineth day before Election Day. Additional outgoing vote by mail
packets shall be processed within 48 hours to be dropped at the United States Postal Service
2 ("USPS") in Fresno. Additional outgoing mail files begin transmittal at E-35 and mailing at E-28
through E-7.
3 C) On-site secure storage of all ballot materials prior to processing is required.
4 D) Intelligent Mail Barcode ("IMb") as required by the United States Postal Service.
5 E) Once the voter data file is forwarded to the Contractor the turnaround time shall be 2 days for all
supplemental files provided. The main file, and any supplemental or withdrawal files (sometimes
6 called "Yank lists")will be provided prior to the initial Vote by Mail mailing (will be fully scheduled
during contract development).
7 F) After the County receives and reviews electronic samples, the Contractor may print paper samples.
8 G) A County representative will not be on site at the Contractor's primary printing location to approve ink
jetted samples. An original sample envelope needs to be sent to the County for testing. The County
9 requires a sample of 50 ink jetted envelopes with blank ballot paper according to size for each
specific election for testing of the Mail Ballot Verification ("MBV")system.
10 H) The following barcodes must be tested by the Contractor for readability:
11 a. The return envelope barcode of the voter ID which is used to identify the voter.
12 b. The barcode of the voter ballot issue ID which is used when returning the ballot manually on the
County's election management system.
13 c. Must be able to print IMb code on envelopes for both outgoing and return tracking. The County
has only used outgoing tracking in the past but will evaluate return tracking implementation.
14 1) Preparation shall include the printing of variable voter data as outlined in Paragraph P, "Printing
15 Specifications for Variable Voter Data," below, with specific barcodes provided by the County on the
ballot return envelope and the automated insertion of that envelope into the outgoing envelope.
16 Delivery of blank envelopes for County use shall be required no later than 55 days prior to each
election, shipped to the County.
17 J) The vote by mail ballot package shall consist of the following:
18 a. Return envelope (approximately 9.125"x 5.875")with variable voter data/ IMb. Voter name and
mailing address with delivery point barcode must show through the window of the outgoing
19 window envelope. The specifications for the vote by mail return envelope are as follows:
i. Paper-weight and color required: 24 lb. standard weight; colors are orchid, orange, green,
20 yellow, blue, and brown. Multi-colored envelope-front flood or alternate process to
accommodate color range. The County has historically used orchid and brown for major
21 elections and has used as many as five colors simultaneously when conducting multiple
elections.
22
ii. Ink- number of colors required on the front, back and inside: 2 colors, black and red.
23 iii. Flap-options for re-moisten glue or peel off tape.
24 iv. Most elections require the use of a security tear-off flap measuring 4 3/8"x 9 9/16" on a flap
that is 2 '/2". Notable exception: FCERA has not used a tear-off flap.
25 b. Outgoing envelope (approximately 9.625"x 6.125"with custom window, previously) 24 lb.
26 standard weight. The specifications for the vote by mail outgoing envelope are as follows:
i. Paper color required: White with one of blue, yellow, orange, or green.
27 ii. Window (if used)—approximate 1 1/4"x 4"; position is in the right-hand corner; polyfilm
28 window.
iii. Primarily use one size with possible alternate versions, different color schemes.
A-5
1 c. Official Ballot(8 '/2" x 11"; 8 '/2" x 14", 8 '/2" x 17", 8 '/2" x 18", 8 '/2 x 19", and 8 '/2 x 22"). Official
ballots are divided into separate precincts as called for by a specific election and must be
2 separated and matched with the corresponding voter addressed return envelope.
3 d. Separate instructions to the voter(8 '/z" x 11" paper), which may be multiple pages on colored
paper and require folding.
4 e. Vote by Mail insert pages 8 '/2"x 11"to 17" X 11". Provided by the County and differing by
election. Can be as many as 4 inserts. May include a County Voter Information Guide "packet"
5 of up to two 17" X 11" nested pages.
6 K) Receive approval from the United States Postal Service on all envelope artwork and design of
envelopes.
7 L) Guarantee a perfect match between the voter specific return envelope and precinct specific ballots
8 and other materials during an automated inserting process.
M) Prepare vote by mail mailings per USPS requirements.
9 N) Must comply with USPS "move update" requirements - NCOA ("National Change of Address") and
10 Intelligent Mail Barcode ("IMb").
O) Must provide five electronic samples of ink-jetted reply envelopes with sample variable voter data for
11 County review. The County will test ballot ID barcode. The Contractor must not change ink-jet setting
while waiting for the County approval.
12
P) Printing Specifications for Variable Voter Data
13 a. Registered voter information: The County will provide the variable information for each registered
14 voter on electronic media in a fixed field format.
15 i. All variable information will be printed on the return vote by mail envelope. The name and
mailing address of the registered voter will be printed on the envelope and will show through
16 the window of the outgoing envelope when inserted.
17 ii. The name and address block consist of:
18 Vote by Mail ID (3 of 9 barcode) ID must be human readable
Job Line Job Number
19 Sequence number of ballots within
-Precinct Mail or Vote by Mail Indicator
20 -Vote by Mail ID
21 County Line Election date
Voter's political party
22 Voting precinct
-Voter affidavit (registration) ID
23 Voter Name -Job number
24 -Sequence number of ballots within
-Precinct mail or Vote by Mail Indicator
25 -Vote by Mail ID
-Zip Code POSTNET barcode)
26 The residence address block is printed on the envelope at a separate location. This
information includes residence address, city, state, and zip code.
27
28
A-6
1 Q) Barcode printing:
2 A delivery-point barcode consisting of the ZIP +4 code for the mailing address of the voter will be
printed under the job line. The barcode must meet all USPS POSTNET barcode specifications for
3 height, weight, and pitch. The barcode must show clearly in the window of the outgoing envelope with
a 1/8" clearance when the return envelope is inserted into the outgoing window envelope and tapped
4 in any direction. Barcode must be on both the front and back of the incoming voter returned envelope.
5 A human readable code line shall be printed in a human readable font above the name/address on
the return envelope and will be positioned to show through the window of the outgoing window
6 envelope. It will be printed on the return envelope at approximately 2 '/4' above the bottom and start
at 4"from the right-hand edge. The font will be no smaller than eight lines per inch (LPI) and 12
7 characters per inch (CPI).
8 The format of the human readable code for both ballot and Voter line shall be:
9 Field Description Length Sample
Election date 8 08061999 mmddyyyy
10 File type 8 Regular, mailed, military,
11 File Date 8 permanent 05121999 mmddyyyy
12 Voter's Political Party 3 REP
13 Voting Precinct 4 0501
Affidavit number 10 0OF123456
14 Issue number 1 1
15 Voter Name 41 John Doe Jr
16 Residence Add 50 123 W Anywhere Way
Res City/State/Zip 33 Fresno, CA 93711
17
Mailing Address 50 PO Box 1234
18 Mailing City 13 Fresno
19 Mailing State 2 CA
20 Mailing Zip 5 93722
21 Note: File Date is the date the file was generated and will be used to distinguish one file from another
of the same file type.
22 Label format for mailing address information:
23 090519-1 0501 0OF123456 (Election date; election number; voting precinct, affidavit number; issue
number)
24 John Doe Jr
25 PO Box 1234
Fresno, CA 93722
26
R) Human readable lines will be printed above the code 3 of 9 barcode approximately '/4'from the left-
27 hand edge of the envelope. The format will be as follows: 6-character election date.
S) Once the inserting is complete, the outgoing mailer will be sealed and presorted according to USPS
28 requirements for Non-Profit or First-Class mail (whichever is applicable). The Contractor will be
A-7
1 responsible for delivering the sealed outgoing mailer to the Fresno BMAU (Bulk Mail Acceptance
Unit).
2 SECTION III: VOTER SERVICES MAILERS
3 A) Voter Notification Card ("VNC"): Provided by the California Secretary of State. The Contractor must
maintain the capability to print on a template. They would process by inkjet and send out on a
4 biweekly or monthly basis.
5 B) County Voter Information Guide ("CVIG"): The Contractor must maintain the capability to print on a
template. CVIG range in size from 20 to 150 pages and require printing on back cover only. After
6 printing, the Contractor will sort and deliver to USPS for flat rate mailing.
C) Conditional Voter Registration ("CVR:) and Provisional Envelopes: The Contractor must be capable of
7 providing a CVR and Provisional Envelope option. Currently, the County uses CVR and Provisional
Envelopes with attached carbon copies on the front of the envelope, the bottom copy matching the
8 envelope color. These envelopes are approximately 10X13 Booklet size. Envelope colors must
include Yellow and Pink with Black ink and allow for front and back printing capability on the
9 envelope. CVR and Provisional Envelopes are provided in bulk to the County at least 45 days prior to
an election. The County has purchased CVR and Provisional envelopes in multiples of 10,000
10 previously and anticipates doing so again prior to elections in 2026.
11 D) 81D2 Cards: County will provide the Contractor the layout of the postcard, and the Contractor shall
inkjet and mail on a biweekly/monthly basis.
12 E) 2225(b) Cards: County shall provide the Contractor the layout of the postcard, and the Contractor
13 shall inkjet and mail on a biweekly/monthly basis.
F) Special mailers: The Contractor shall maintain capacity to produce any special mailers requested by
14 county utilizing various sizes and colors.
15 G) Inserts: The Contractor shall maintain capacity to produce multiple inserts of different sizes, amounts,
and colors.
16 H) New Homeowner Files—The Contractor shall maintain the capacity to print new homeowner records
on template provided by the County on a monthly basis.
17 SECTION IV: OTHER INFORMATION
18 A)Annually, by January 30th of each calendar year, the Contractor shall submit copies of the most recent
years' independently audited or reviewed financial statements, if requested.
19 B)The Contractor must maintain an effective Emergency Contingency Plan which describes how and
20 where services will be provided in case of a major interruption in services at the Contractor's primary
printing location. A copy of this plan must be provided to the County on an annual basis by January
21 30th of each calendar year.
C)The Contractor must maintain and update as needed its security plan and provide an updated copy to
22 the County on an annual basis.
23 D)The Contractor shall provide a turnaround time for blank ballot stock of two hours. The Contractor shall
print and insert ballots and envelopes within the State of California.
24 E)The Contractor shall ensure 100% accuracy in ballot printing, vote by mail processing, and vote by
mail envelopes. If any services preformed or products provided by the Contractor are not in
25 conformance with the terms of this Agreement, the County shall have the right to require the
Contractor to perform services or provide products in conformance of the terms of the Agreement at
26 no additional cost to the County.
27 F)The Contractor shall provide the following throughout the contract period as such period is stated in the
Agreement:
28 1. Staff who are experts in vote by mail processing.
A-8
1 2. 24-7 Customer Service Support Center from E-56.
2 3. Flexible on-site customer visits.
4. The Contractor shall provide the County with technical information on how to reduce costs where
3 appropriate.
4 5. The Contractor shall provide technical support to the County's staff as needed at no additional cost
to the County.
5 6. 100% Digital Printing Solutions.
6 7. 100% Ballot Printing and Vote by Mail Assembly and Mailing performed in Porterville, California.
7 8. Ongoing Tracking and Reporting.
9. Technology updates as needed for ballot printing, vote by mail processing, and vote by mail
8 envelopes at no additional cost to the County.
G)The Fresno County Clerk/Registrar of Voters shall be provided full access without restrictions to the
9 Contractor's production facilities.
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
A-9
1 Exhibit B - Compensation
2 The Contractor will be compensated for performance of its services under this Agreement as
3 provided in this Exhibit B. The Contractor is not entitled to any compensation except as
4 expressly provided in this Exhibit B.
5 FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY 28/29
Vote by Mail(VBM)Stubless Ballots
6 11"(2 sided) Per Ballot $0.24 $0.24 $0.24 $0.24 $0.24
14"(2 sided) Per Ballot $0.25 $0.25 $0.25 $0.25 $0.25
7 17"(2 sided) Per Ballot $0.26 $0.26 $0.26 $0.26 $0.26
18"(2 sided) Per Ballot $0.265 $0.265 $0.265 $0.265 $0.265
$ 19"(2 sided) Per Ballot $0.27 $0.27 $0.27 $0.27 $0.27
22"(2 sided) Per Ballot $0.30 $0.30 $0.30 $0.30 $0.30
9 Blank Ballot Stock
11" Per Ballot $0.12 $0.12 $0.12 $0.12 $0.12
10 14" Per Ballot $0.12 $0.12 $0.12 $0.12 $0.12
17" Per Ballot $0.12 $0.12 $0.12 $0.12 $0.12
11 18" Per Ballot $0.12 $0.12 $0.12 $0.12 $0.12
191, Per Ballot $0.12 $0.12 $0.12 $0.12 $0.12
12 Test-Deck-No stubs-prefilled
13 11"(2 sided) Per Ballot $0.30 $0.30 $0.30 $0.30 $0.30
14"(2 sided) Per Ballot $0.30 $0.30 $0.30 $0.30 $0.30
17"(2 sided) Per Ballot $0.30 $0.30 $0.30 $0.30 $0.30
14 18"(2 sided) Per Ballot $0.30 $0.30 $0.30 $0.30 $0.30
15 Customer Boxes
2.5'Depth x 11"Ballot Per Box $1.26 $1.26 $1.26 $1.26 $1.26
16 2.5'Depth x 14"Ballot Per Box $1.38 $1.38 $1.38 $1.38 $1.38
2.5'Depth x 17 Ballot Per Box $1.42 $1.42 $1.42 $1.42 $1.42
17 2.5'Depth x 18"Ballot Per Box $1.46 $1.46 $1.46 $1.46 $1.46
2.5'Depth x 19"Ballot Per Box $1.47 $1.47 $1.47 $1.47 $1.47
18 2.5'Depth x 22"Ballot Per Box $1.49 $1.49 $1.49 $1.49 $1.49
19 5.5'Depth x 11"Ballot Per Box $1.59 $1.59 $1.59 $1.59 $1.59
5.5'Depth x 14"Ballot Per Box $1.68 $1.68 $1.68 $1.68 $1.68
5.5'Depth x 17 Ballot Per Box $1.76 $1.76 $1.76 $1.76 $1.76 20
5.5"Depth x 18"Ballot Per Box $1.79 $1.79 $1.79 $1.79 $1.79
5.5'Depth x 19"Ballot Per Box $1.82 $1.82 $1.82 $1.82 $1.82
21 5.5'Depth x 22"Ballot Per Box $1.96 $1.96 $1.96 $1.96 $1.96
22 Additional Pricing/Ballots
Party Ballots(more than two) No Charge No Charge No Charge No Charge No Charge
23 Database setup ballots $420.00 $420.00 $420.00 $420.00 $420.00
Ballot order received after E-56 0% 0% 0% 0% 0%
24 Scoring,folding,printing all No Charge No Charge No Charge No Charge No Charge
variable data including inkjet set up
25 Split order for deliveries No Charge No Charge No Charge No Charge No Charge
Supplemental order setup $236.00 $236.00 $236.00 $236.00 $236.00
26 Minimum order charge No Charge No Charge No Charge No Charge No Charge
27
28
B-1
1 FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY 28/29
Initial Mailing(E-29)
2 Assembly, Inserting And Mailing Prep(1 Ballot Card) Per Piece $0.23 $0.23 $0.23 $0.23 $0.23
Assembly, Inserting And Mailing Prep(2 Ballot Card) Per Piece $0.23 $0.23 $0.23 $0.23 $0.23
3 Estimated Postage Rate(1 Ballot Card) Per Piece $0.146 $0.146 $0.146 $0.146 $0.146
Estimated Postage Rate(2 Ballot Card) Per Piece $0.181 $0.181 $0.181 $0.181 $0.181
4 Minimum Quantity for Subsequent Mailings 1000 100 100 100 100
5 Subsequent Mailing(Weekly To E-7)
Assembly, Inserting And Mailing Prep(1 Ballot Card) Per Piece $0.23 $0.23 $0.23 $0.23 $0.23
6 Assembly, Inserting And Mailing Prep(2 Ballot Card) Per Piece $0.23 $0.23 $0.23 $0.23 $0.23
Estimated Postage Rate(1 Ballot Card) Per Piece $0.146 $0.146 $0.146 $0.146 $0.146
7 Estimated Postage Rate(2 Ballot Card) Per Piece $0.181 $0.181 $0.181 $0.181 $0.181
Minimum Quantity For Subsequent Mailings 100 100 100 100 100
8 Additional Pricing/Mailing
9 Database Setup Mail Ballot File $475.00 $475.00 $475.00 $475.00 $475.00
Database For Mail Ballot Packets Received After E-56 0% 0% 0% 0% 0%
1 O Outgoing Envelopes Including Usps Approval Under 100,000 Per Piece $0.074 $0.074 $0.074 $0.074 $0.074
Outgoing Envelopes Including Usps Approval Over 100,000 Per Piece $0.061 $0.061 $0.061 $0.061 $0.061
Return Envelopes Including Usps Approval Under 100,000 Per Piece $0.082 $0.082 $0.082 $0.082 $0.082
11 Return Envelopes Including Usps Approval Over 100,000 Per Piece $0.066 $0.066 $0.066 $0.066 $0.066
Envelopes Set Up Including Usps Approval Per Piece No Charge No Charge No Charge No Charge No Charge
12 Mail Ballot Packets Under 100,000 Per Piece No Charge No Charge No Charge No Charge No Charge
Mail Ballot Packets Over 100,000 Per Piece No Charge No Charge No Charge No Charge No Charge
13 Sample Ballot Inserting In Mail Ballot Packets No Charge No Charge No Charge No Charge No Charge
USPS Mail Ballot Voter Tracking Set Up No Charge No Charge No Charge No Charge No Charge
14 USPS Mail Ballot Voter Tracking $0.02 $0.02 $0.02 $0.02 $0.02
8d2 Cards Per Card $0.115 $0.115 $0.115 $0.115 $0.115
15 Vote Center Post Cards Color 8 1/2"X 11" Per Card $0.110 $0.110 $0.110 $0.110 $0.110
Voter Notification Post Card 8 1/2"X 5 1/2"Black Per Card $0.050 $0.050 $0.050 $0.050 $0.050
Precinct Officers Handbook(Over 100 Pages Color Print) Per Book $10.100 $10.100 $10.100 $10.100 $10.100
16 Precinct Officers Handbook(Over 90 Pages Black Print) Per Book $8.100 $8.100 $8.100 $8.100 $8.100
Vote By Mail Insert/Black 8 1/2"X 11" Per Sheet $0.036 $0.036 $0.036 $0.036 $0.036
17 Vote By Mail Insert/Color 8 1/2"X 11" Per Sheet $0.046 $0.046 $0.046 $0.046 $0.046
Vote By Mail Insert/Black 17"X 11" Per Sheet $0.082 $0.082 $0.082 $0.082 $0.082
18 Vote By Mail Insert/Color 17"X 11" Per Sheet $0.092 $0.092 $0.092 $0.092 $0.092
White Precinct Rosters Per Page $0.080 $0.080 $0.080 $0.080 $0.080
19 Yellow Street Rosters Per Page $0.080 $0.080 $0.080 $0.080 $0.080
Assembly Of Rosters Hourly $50.000 $50.000 $50.000 $50.000 $50.000
20 CVIG Inkjetting And Mailing Per Book $0.052 $0.052 $0.052 $0.052 $0.052
CVIG Inkjetting And Mailing Per Book $0.052 $0.052 $0.052 $0.052 $0.052
CVR/Provisional Envelopes Per Piece $0.412 $0.412 $0.412 $0.412 $0.412
21 Shipping Cost $300.000 $300.000 $300.000 $300.000 $300.000
Peel and Stick on Return Envelopes $0.080 $0.080 $0.080 $0.080 $0.080
22 Special projects will be quoted
23
24
25
26
27
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B-2
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
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
Exhibit D
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from the Contractor or any third
parties, Contractor, at its sole expense, shall maintain in full force and effect the following
insurance policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsement to
this policy naming the County of Fresno, its officers, agents, employees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County
is excess only and not contributing with insurance provided under the Contractor's
policy.
(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 Liability. Cyber liability insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence. Coverage must include claims involving Cyber Risks. The
cyber liability policy must be endorsed to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited to
information or data) that is in the care, custody, or control of the Contractor.
Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security
Breach, which may include Disclosure of Personal Information to an Unauthorized Third
Party; (ii) data breach; (iii) breach of any of the Contractor's obligations under Exhibit A
of this Agreement; (iv) system failure; (v) data recovery; (vi)failure to timely disclose
D-1
Exhibit D
data breach or Security Breach; (vii) failure to comply with privacy policy; (viii) payment
card liabilities and costs; (ix) infringement of intellectual property, including but not
limited to infringement of copyright, trademark, and trade dress; (x) invasion of privacy,
including release of private information; (xi) information theft; (xii) damage to or
destruction or alteration of electronic information; (xiii) cyber extortion; (xiv) extortion
related to the Contractor's obligations under this Agreement regarding electronic
information, including Personal Information; (xv)fraudulent instruction; (xvi) funds
transfer fraud; (xvii) telephone fraud; (xviii) network security; (xix) data breach response
costs, including Security Breach response costs; (xx) regulatory fines and penalties
related to the Contractor's obligations under this Agreement regarding electronic
information, including Personal Information; and (xxi) credit monitoring expenses.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement,
and at any time during the term of this Agreement as requested by the County's Risk
Manager or the County Administrative Office, the Contractor shall deliver, or cause its
broker or producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th
Floor, Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by
mail or email to the person identified to receive notices under this Agreement,
certificates of insurance and endorsements for all of the coverages required under this
Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the
Contractor has waived its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(iv) The 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.
(v) The cyber liability insurance certificate must also state that it is endorsed, and
include an endorsement, to cover the full replacement value of damage to,
D-2
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.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VI I.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
the insurer to provide to the County, written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
County not less than 10 days in advance of cancellation. For cancellation of the policy
for any other reason, and for any other change to the policy, the Contractor shall, or shall
cause the insurer to, provide written notice to the County not less than 30 days in
advance of cancellation or change. The County in its sole discretion may determine that
the failure of the Contractor or its insurer to timely provide a written notice required by
this paragraph is a breach of this Agreement.
(D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer
to deliver, to the County's Risk Manager certificates of insurance and endorsements for
all of the coverages that have such broader coverage, higher limits, or both, as required
under this Agreement.
(E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its
officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Contractor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Contractor's waiver of subrogation under this paragraph is effective
whether or not the Contractor obtains such an endorsement.
(F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
in effect at all times any insurance coverage required under this Agreement, the County
may, in addition to any other remedies it may have, suspend or terminate this
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
and charge the cost of that coverage to the Contractor. The County may offset such
charges against any amounts owed by the County to the Contractor under this
Agreement.
(G)Subcontractors. The Contractor shall require and verify that all subcontractors used by
the Contractor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
the Contractor to provide services under this Agreement using subcontractors.
D-3
Exhibit E
Data Security
1. Definitions
Capitalized terms used in this Exhibit E have the meanings set forth in this section 1.
(A) "Authorized Employees" means the Contractor's employees who have access to
Personal Information.
(B) "Authorized Persons" means: (i) any and all Authorized Employees; and (ii) any and all
of the Contractor's subcontractors, representatives, agents, outsourcers, and
consultants, and providers of professional services to the Contractor, who have access
to Personal Information and are bound by law or in writing by confidentiality obligations
sufficient to protect Personal Information in accordance with the terms of this Exhibit E.
(C) "Director" means the Fresno County Clerk/Registrar of Voters or his or her designee.
(D) "Disclose" or any derivative of that word means to disclose, release, transfer,
disseminate, or otherwise provide access to or communicate all or any part of any
Personal Information orally, in writing, or by electronic or any other means to any person.
(E) "Person" means any natural person, corporation, partnership, limited liability company,
firm, or association.
(F) "Personal Information" means any and all information, including any data, provided, or
to which access is provided, to the Contractor by or upon the authorization of the
County, under this Agreement, including but not limited to vital records, that: (i) identifies,
describes, or relates to, or is associated with, or is capable of being used to identify,
describe, or relate to, or associate with, a person (including, without limitation, names,
physical descriptions, signatures, addresses, telephone numbers, e-mail addresses,
education, financial matters, employment history, and other unique identifiers, as well as
statements made by or attributable to the person); (ii) is used or is capable of being used
to authenticate a person (including, without limitation, employee identification numbers,
government-issued identification numbers, passwords or personal identification numbers
(PINs), financial account numbers, credit report information, answers to security
questions, and other personal identifiers); or (iii) is personal information within the
meaning of California Civil Code section 1798.3, subdivision (a), or 1798.80, subdivision
(e). Personal Information does not include publicly available information that is lawfully
made available to the general public from federal, state, or local government records.
(G) "Privacy Practices Complaint" means a complaint received by the County relating to
the Contractor's (or any Authorized Person's) privacy practices, or alleging a Security
Breach. Such complaint shall have sufficient detail to enable the Contractor to promptly
investigate and take remedial action under this Exhibit E.
(H) "Security Safeguards" means physical, technical, administrative or organizational
security procedures and practices put in place by the Contractor (or any Authorized
Persons) that relate to the protection of the security, confidentiality, value, or integrity of
Personal Information. Security Safeguards shall satisfy the minimal requirements set
forth in section 3(C) of this Exhibit E.
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Exhibit E
(1) "Security Breach" means (i) any act or omission that compromises either the security,
confidentiality, value, or integrity of any Personal Information or the Security Safeguards,
or (ii) any unauthorized Use, Disclosure, or modification of, or any loss or destruction of,
or any corruption of or damage to, any Personal Information.
(J) "Use" or any derivative of that word means to receive, acquire, collect, apply, manipulate,
employ, process, transmit, disseminate, access, store, disclose, or dispose of Personal
Information.
2. Standard of Care
(A) The Contractor acknowledges that, in the course of its engagement by the County under
this Agreement, the Contractor, or any Authorized Persons, may Use Personal
Information only as permitted in this Agreement.
(B) The Contractor acknowledges that Personal Information is deemed to be confidential
information of, or owned by, the County (or persons from whom the County receives or
has received Personal Information) and is not confidential information of, or owned or by,
the Contractor, or any Authorized Persons. The Contractor further acknowledges that all
right, title, and interest in or to the Personal Information remains in the County (or
persons from whom the County receives or has received Personal Information)
regardless of the Contractor's, or any Authorized Person's, Use of that Personal
Information.
(C) The Contractor agrees and covenants in favor of the Country that the Contractor shall:
(i) keep and maintain all Personal Information in strict confidence, using such degree of
care under this section 2 as is reasonable and appropriate to avoid a Security
Breach;
(ii) Use Personal Information exclusively for the purposes for which the Personal
Information is made accessible to the Contractor pursuant to the terms of this Exhibit
E;
(iii) not Use, Disclose, sell, rent, license, or otherwise make available Personal
Information for the Contractor's own purposes or for the benefit of anyone other than
the County, without the County's express prior written consent, which the County
may give or withhold in its sole and absolute discretion; and
(iv) not, directly or indirectly, Disclose Personal Information to any person (an
"Unauthorized Third Party") other than Authorized Persons pursuant to this
Agreement, without the Director's express prior written consent.
(D) Notwithstanding the foregoing paragraph, in any case in which the Contractor believes it,
or any Authorized Person, is required to disclose Personal Information to government
regulatory authorities, or pursuant to a legal proceeding, or otherwise as may be
required by applicable law, Contractor shall (i) immediately notify the County of the
specific demand for, and legal authority for the disclosure, including providing County
with a copy of any notice, discovery demand, subpoena, or order, as applicable,
received by the Contractor, or any Authorized Person, from any government regulatory
authorities, or in relation to any legal proceeding, and (ii) promptly notify the County
before such Personal Information is offered by the Contractor for such disclosure so that
E-2
Exhibit E
the County may have sufficient time to obtain a court order or take any other action the
County may deem necessary to protect the Personal Information from such disclosure,
and the Contractor shall cooperate with the County to minimize the scope of such
disclosure of such Personal Information.
(E) The Contractor shall remain liable to the County for the actions and omissions of any
Unauthorized Third Party concerning its Use of such Personal Information as if they
were the Contractor's own actions and omissions.
3. Information Security
(A) The Contractor covenants, represents and warrants to the County that the Contractor's
Use of Personal Information under this Agreement does and will at all times comply with
all applicable federal, state, and local, privacy and data protection laws, as well as all
other applicable regulations and directives, including but not limited to California Civil
Code, Division 3, Part 4, Title 1.81 (beginning with section 1798.80), and the Song-
Beverly Credit Card Act of 1971 (California Civil Code, Division 3, Part 4, Title 1.3,
beginning with section 1747). If the Contractor Uses credit, debit or other payment
cardholder information, the Contractor shall at all times remain in compliance with the
Payment Card Industry Data Security Standard ("PCI DSS") requirements, including
remaining aware at all times of changes to the PCI DSS and promptly implementing and
maintaining all procedures and practices as may be necessary to remain in compliance
with the PCI DSS, in each case, at the Contractor's sole cost and expense.
(B) The Contractor covenants, represents and warrants to the County that, as of the
effective date of this Agreement, the Contractor has not received notice of any violation
of any privacy or data protection laws, as well as any other applicable regulations or
directives, and is not the subject of any pending legal action or investigation by, any
government regulatory authority regarding same.
(C) Without limiting the Contractor's obligations under section 3(A) of this Exhibit E, the
Contractor's (or Authorized Person's) Security Safeguards shall be no less rigorous than
accepted industry practices and, at a minimum, include the following:
(i) limiting Use of Personal Information strictly to the Contractor's and Authorized
Persons' technical and administrative personnel who are necessary for the
Contractor's, or Authorized Persons', Use of the Personal Information pursuant to
this Agreement;
(ii) ensuring that all of the Contractor's connectivity to County computing systems will
only be through the County's security gateways and firewalls, and only through
security procedures approved upon the express prior written consent of the Director;
(iii) to the extent that they contain or provide access to Personal Information, (a)
securing business facilities, data centers, paper files, servers, back-up systems and
computing equipment, operating systems, and software applications, including, but
not limited to, all mobile devices and other equipment, operating systems, and
software applications with information storage capability; (b) employing adequate
controls and data security measures, both internally and externally, to protect (1) the
E-3
Exhibit E
Personal Information from potential loss or misappropriation, or unauthorized Use,
and (2) the County's operations from disruption and abuse; (c) having and
maintaining network, device application, database and platform security; (d)
maintaining authentication and access controls within media, computing equipment,
operating systems, and software applications; and (e) installing and maintaining in all
mobile, wireless, or handheld devices a secure internet connection, having
continuously updated anti-virus software protection and a remote wipe feature
always enabled, all of which is subject to express prior written consent of the
Director;
(iv) encrypting all Personal Information at advance encryption standards of Advanced
Encryption Standards (AES) of 128 bit or higher (a) stored on any mobile devices,
including but not limited to hard disks, portable storage devices, or remote
installation, or (b) transmitted over public or wireless networks (the encrypted
Personal Information must be subject to password or pass phrase, and be stored on
a secure server and transferred by means of a Virtual Private Network (VPN)
connection, or another type of secure connection, all of which is subject to express
prior written consent of the Director);
(v) strictly segregating Personal Information from all other information of the Contractor,
including any Authorized Person, or anyone with whom the Contractor or any
Authorized Person deals so that Personal Information is not commingled with any
other types of information;
(vi) having a patch management process including installation of all operating system
and software ProVote security patches;
(vii) maintaining appropriate personnel security and integrity procedures and practices,
including, but not limited to, conducting background checks of Authorized Employees
consistent with applicable law; and
(viii) providing appropriate privacy and information security training to Authorized
Employees.
(D) During the term of each Authorized Employee's employment by the Contractor, the
Contractor shall cause such Authorized Employees to abide strictly by the Contractor's
obligations under this Exhibit E. The Contractor shall maintain a disciplinary process to
address any unauthorized Use of Personal Information by any Authorized Employees.
(E) The Contractor shall, in a secure manner, backup daily, or more frequently if it is the
Contractor's practice to do so more frequently, Personal Information received from the
County, and the County shall have immediate, real time access, at all times, to such
backups via a secure, remote access connection provided by the Contractor, through the
Internet.
(F) The Contractor shall provide the County with the name and contact information for each
Authorized Employee (including such Authorized Employee's work shift, and at least one
alternate Authorized Employee for each Authorized Employee during such work shift)
who shall serve as the County's primary security contact with the Contractor and shall be
available to assist the County twenty-four (24) hours per day, seven (7) days per week
E-4
Exhibit E
as a contact in resolving the Contractor's and any Authorized Persons' obligations
associated with a Security Breach or a Privacy Practices Complaint.
(G) The Contractor shall not knowingly include or authorize any Trojan Horse, back door,
time bomb, drop dead device, worm, virus, or other code of any kind that may disable,
erase, display any unauthorized message within, or otherwise impair any County
computing system, with or without the intent to cause harm.
4. Security Breach Procedures
(A) Immediately upon the Contractor's awareness or reasonable belief of a Security Breach,
the Contractor shall (i) notify the Director of the Security Breach, such notice to be given
first by telephone at the following telephone number (559) 600-3013, followed promptly
by email at the following email address: clerk-elections@fresnocountyca.gov (which
telephone number and email address the County may update by providing notice to the
Contractor), and (ii) preserve all relevant evidence (and cause any affected Authorized
Person to preserve all relevant evidence) relating to the Security Breach. The notification
shall include, to the extent reasonably possible, the identification of each type and the
extent of Personal Information that has been, or is reasonably believed to have been,
breached, including but not limited to, compromised, or subjected to unauthorized Use,
Disclosure, or modification, or any loss or destruction, corruption, or damage.
(B) Immediately following the Contractor's notification to the County of a Security Breach, as
provided pursuant to section 4(A) of this Exhibit E, the Parties shall coordinate with each
other to investigate the Security Breach. The Contractor agrees to fully cooperate with
the County, including, without limitation:
(i) assisting the County in conducting any investigation;
(ii) providing the County with physical access to the facilities and operations affected;
(iii) facilitating interviews with Authorized Persons and any of the Contractor's other
employees knowledgeable of the matter; and
(iv) making available all relevant records, logs, files, data reporting and other materials
required to comply with applicable law, regulation, industry standards, or as
otherwise reasonably required by the County.
To that end, the Contractor shall, with respect to a Security Breach, be solely
responsible, at its cost, for all notifications required by law and regulation, or deemed
reasonably necessary by the County, and the Contractor shall provide a written report of
the investigation and reporting required to the Director within 30 days after the
Contractor's discovery of the Security Breach.
(C) County shall promptly notify the Contractor of the Director's knowledge, or reasonable
belief, of any Privacy Practices Complaint, and upon the Contractor's receipt of that
notification, the Contractor shall promptly address such Privacy Practices Complaint,
including taking any corrective action under this Exhibit E, all at the Contractor's sole
expense, in accordance with applicable privacy rights, laws, regulations and standards.
In the event the Contractor discovers a Security Breach, the Contractor shall treat the
E-5
Exhibit E
Privacy Practices Complaint as a Security Breach. Within 24 hours of the Contractor's
receipt of notification of such Privacy Practices Complaint, the Contractor shall notify the
County whether the matter is a Security Breach, or otherwise has been corrected and
the manner of correction, or determined not to require corrective action and the reason
for that determination.
(D) The Contractor shall take prompt corrective action to respond to and remedy any
Security Breach and take mitigating actions, including but not limiting to, preventing any
reoccurrence of the Security Breach and correcting any deficiency in Security
Safeguards as a result of such incident, all at the Contractor's sole expense, in
accordance with applicable privacy rights, laws, regulations and standards. The
Contractor shall reimburse the County for all reasonable costs incurred by the County in
responding to, and mitigating damages caused by, any Security Breach, including all
costs of the County incurred relation to any litigation or other action described section
4(E) of this Exhibit E.
(E) The Contractor agrees to cooperate, at its sole expense, with the County in any litigation
or other action to protect the County's rights relating to Personal Information, including
the rights of persons from whom the County receives Personal Information.
5. Oversight of Security Compliance
(A) The Contractor shall have and maintain a written information security policy that
specifies Security Safeguards appropriate to the size and complexity of the Contractor's
operations and the nature and scope of its activities.
(B) Upon the County's written request, to confirm the Contractor's compliance with this
Exhibit E, as well as any applicable laws, regulations and industry standards, the
Contractor grants the County or, upon the County's election, a third party on the
County's behalf, permission to perform an assessment, audit, examination or review of
all controls in the Contractor's physical and technical environment in relation to all
Personal Information that is Used by the Contractor pursuant to this Agreement. The
Contractor shall fully cooperate with such assessment, audit or examination, as
applicable, by providing the County or the third party on the County's behalf, access to
all Authorized Employees and other knowledgeable personnel, physical premises,
documentation, infrastructure and application software that is Used by the Contractor for
Personal Information pursuant to this Agreement. In addition, the Contractor shall
provide the County with the results of any audit by or on behalf of the Contractor that
assesses the effectiveness of the Contractor's information security program as relevant
to the security and confidentiality of Personal Information Used by the Contractor or
Authorized Persons during the course of this Agreement under this Exhibit E.
(C) The Contractor shall ensure that all Authorized Persons who Use Personal Information
agree to the same restrictions and conditions in this Exhibit E. that apply to the
Contractor with respect to such Personal Information by incorporating the relevant
provisions of these provisions into a valid and binding written agreement between the
Contractor and such Authorized Persons, or amending any written agreements to
provide same.
E-6
Exhibit E
6.Return or Destruction of Personal Information. Upon the termination of this Agreement,
the Contractor shall, and shall instruct all Authorized Persons to, promptly return to the County
all Personal Information, whether in written, electronic or other form or media, in its possession
or the possession of such Authorized Persons, in a machine readable form used by the County
at the time of such return, or upon the express prior written consent of the Director, securely
destroy all such Personal Information, and certify in writing to the County that such Personal
Information have been returned to the County or disposed of securely, as applicable. If the
Contractor is authorized to dispose of any such Personal Information, as provided in this Exhibit
E, such certification shall state the date, time, and manner (including standard) of disposal and
by whom, specifying the title of the individual. The Contractor shall comply with all reasonable
directions provided by the Director with respect to the return or disposal of Personal Information
and copies of Personal Information. If return or disposal of such Personal Information or copies
of Personal Information is not feasible, the Contractor shall notify the County according,
specifying the reason, and continue to extend the protections of this Exhibit E to all such
Personal Information and copies of Personal Information. The Contractor shall not retain any
copy of any Personal Information after returning or disposing of Personal Information as
required by this section 6. The Contractor's obligations under this section 6 survive the
termination of this Agreement and apply to all Personal Information that the Contractor retains if
return or disposal is not feasible and to all Personal Information that the Contractor may later
discover.
7.Equitable Relief. The Contractor acknowledges that any breach of its covenants or
obligations set forth in this Exhibit E may cause the County irreparable harm for which monetary
damages would not be adequate compensation and agrees that, in the event of such breach or
threatened breach, the County is entitled to seek equitable relief, including a restraining order,
injunctive relief, specific performance and any other relief that may be available from any court,
in addition to any other remedy to which the County may be entitled at law or in equity. Such
remedies shall not be deemed to be exclusive but shall be in addition to all other remedies
available to the County at law or in equity or under this Agreement.
8.Indemnity. The Contractor shall defend, indemnify and hold harmless the County, its officers,
employees, and agents, (each, a "County Indemnitee") from and against any and all
infringement of intellectual property including, but not limited to infringement of copyright,
trademark, and trade dress, invasion of privacy, information theft, and extortion, unauthorized
Use, Disclosure, or modification of, or any loss or destruction of, or any corruption of or damage
to, Personal Information, Security Breach response and remedy costs, credit monitoring
expenses, forfeitures, losses, damages, liabilities, deficiencies, actions, judgments, interest,
awards, fines and penalties (including regulatory fines and penalties), costs or expenses of
whatever kind, including attorneys' fees and costs, the cost of enforcing any right to
indemnification or defense under this Exhibit E and the cost of pursuing any insurance
providers, arising out of or resulting from any third party claim or action against any County
Indemnitee in relation to the Contractor's, its officers, employees, or agents, or any Authorized
Employee's or Authorized Person's, performance or failure to perform under this Exhibit E or
arising out of or resulting from the Contractor's failure to comply with any of its obligations under
this section 8. The provisions of this section 8 do not apply to the acts or omissions of the
County. The provisions of this section 8 are cumulative to any other obligation of the Contractor
to, defend, indemnify, or hold harmless any County Indemnitee under this Agreement. The
provisions of this section 8 shall survive the termination of this Agreement.
E-7
Exhibit E
9. Survival. The respective rights and obligations of the Contractor and the County as stated in
this Exhibit E shall survive the termination of this Agreement.
10. No Third Party Beneficiary. Nothing express or implied in the provisions of in this Exhibit E
is intended to confer, nor shall anything in this Exhibit E confer, upon any person other than the
County or the Contractor and their respective successors or assignees, any rights, remedies,
obligations or liabilities whatsoever.
11. No County Warranty. The County does not make any warranty or representation whether
any Personal Information in the Contractor's (or any Authorized Person's) possession or control,
or Use by the Contractor (or any Authorized Person), pursuant to the terms of this Agreement is
or will be secure from unauthorized Use, or a Security Breach or Privacy Practices Complaint.
E-8