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HomeMy WebLinkAboutP-24-723 Conduent Healthy Communities.pdf P-24-723 County of Fresno STANDALONE PLATFORM LICENSE AGREEMENT This Standalone Platform License Agreement ("Agreement") is entered into as of October 1st, 2024 (the "Effective Date") by and between Conduent Healthy Communities Corporation, a California Corporation ("Conduent"), with its principal place of business located at 100 Campus Drive, Suite 200, Florham Park, New Jersey, 07932, and County of Fresno ("Client"), with its principal place of business located 1221 Fulton Street Fresno, CA 93721. Conduent and Client may collectively be referred to as "Parties" and individually as a "Party." This Agreement is entered into with reference to the following facts: 1. Conduent is in the business of providing an instance of the Platform (as defined below) that has a distinct domain name and URL, with certain customizations, and associated implementation, training and maintenance support services; 2. Client desires to engage Conduent to services as defined more specifically herein; and 3. Conduent and Client desire to set forth, in this Agreement, the terms which are applicable to such services engagement. Accordingly, Conduent and Client agree as follows: 1. SCOPE OF SERVICES Conduent shall provide a standalone website template, with certain customizations as defined herein (the "Platform"), and associated implementation, training and maintenance support services fort the Platform, as outlined in Exhibit A, Statement of Work, attached hereto and incorporated therein (the "Services"). 2. PRICE AND PAYMENT TERMS A. Payment& Invoicing. Conduent will provide an invoice to Client for all payments that become due for Services hereunder and Client agrees to pay Conduent for such Services in accordance with the terms of this Section. Client will pay each such invoice no later than thirty (30) days after Client's receipt of the invoice. Interest will accrue on any invoices not paid within this time period at a rate of one and one-half percent (1.5%), or the maximum amount allowed by law, whichever is less. B. Expenses. Client shall reimburse Conduent for pre-approved, actual, reasonable travel and out-of-pocket expenses incurred in connection with the Services. C. Transaction Taxes. All amounts payable under this Agreement are exclusive of any and all Transaction Taxes. Client shall pay, reimburse and indemnify Conduent for any and all taxes that are required to be paid in respect of any transaction and resulting amounts payable under this Agreement and any transaction documents, including but not limited to sales, use, value added, services, rental, excise, transactionally-based gross receipts, and privilege taxes, plus any interest and/or penalty thereon ("Transaction Taxes"). Transaction Taxes do not include (i) any taxes on Conduent's income or taxes in lieu of such income taxes, capital, property, employment or the privilege of doing business, or (ii) taxes on any goods and services used or consumed in performing the Services (including services obtained from subcontractors and/or Conduent affiliates)where the tax is imposed on Conduent's acquisition or use of such goods and services and the amount of tax is measured by Conduent's costs in acquiring, or Icertis: I CMComm_6977 Page 1 of 23 CONDUENT CONFIDENTIAL P-24-723 County of Fresno the value associated with such goods and services. Transaction Taxes will be included in Conduent's invoice unless (i) the Client timely provides, and Conduent accepts proof of the Client's tax-exempt status or(ii) Conduent is not registered to collect Transaction Taxes in a particular tax jurisdiction, in which case the Client shall be responsible for self-reporting and remitting Transaction Taxes directly to the taxing authority. If a taxing authority determines Conduent did not collect all Transaction Taxes, the Client shall remain liable to Conduent for such additional Transaction Taxes. Conduent and the Client each agree to take commercially reasonable steps to cooperate with each other in order to minimize Transaction Taxes imposed with respect to the transactions contemplated by this Agreement to the extent permissible under applicable law. Conduent and the Client agree that each of (i) the legal entity issuing an invoice and receiving a payment, and (ii) the legal entity receiving such invoice and making such payment, shall be organized in the United States. Prior to the first payment by the Client pursuant to this Agreement, Conduent shall provide to the Client a properly completed U.S. Internal Revenue Service Form W-9, Request for Taxpayer Identification Number and Certification, claiming an exemption from backup withholding. Upon receipt of such form, the Client shall not withhold any portion of the payments made pursuant to this Agreement. 3. TERM AND TERMINATION A. Term of Agreement. This Agreement will commence on the Effective Date and will remain in force for a period of 3 years ("Initial Term") with two (2) automatic 1-year renewal periods thereafter (each a "Renewal Term"), unless either Party provides written notice to the other Party of its intent not to renew the Agreement at least one hundred and twenty (120) days prior to the expiration of the then current Initial Term or Renewal Term. Conduent has the right to increase the Annual License Fee for the Renewal Term upon written notice to Client. The term of this Agreement may be extended upon mutual written agreement of the Parties B. Termination for Cause. Either Party may terminate this Agreement upon thirty (30) days' prior written notice in the event of a material breach by the other Party of its obligations under this Agreement and the Party said to be in breach fails to cure the condition of breach within thirty (30) days after receipt of the notice of breach. C. Termination for Non-payment. Conduent will have the option, but not the obligation, to terminate this Agreement or suspend performance of the Services if Client fails to pay when due undisputed amounts owing to Conduent, and Client fails to cure such failure within ten (10) days after receipt of written notice from Conduent. D. Effect of Termination. Upon termination of this Agreement, all rights and duties of the Parties toward each other shall cease except that (i) Client shall be obliged to pay, within thirty (30) days of the effective date of termination, all amounts owing to Conduent for unpaid Services performed up to the date of termination, and related expenses, if any, in accordance with the terms of this Agreement, and (ii) Sections 4, 5, 6, 7, 8, and 10 shall survive termination of this Agreement. Icertis: ICMComm_6977 Page 2 of 23 CONDUENT CONFIDENTIAL P-24-723 County of Fresno 4. REPRESENTATIONS BY CONDUENT A. No Conflict. Conduent represents that it is under no obligation or restriction, nor will it assume any such obligation or restriction, that does or would in any way interfere or conflict with, or that does or would present a conflict of interest concerning, the Services to be provided under this Agreement. B. Performance of Services. Conduent will perform the Services in a workmanlike manner in substantial compliance with Exhibit A, Statement of Work. If Conduent fails to perform the Services as represented in this Section and Client reports such failure to Conduent within ten (10) days after completion of such Services, Conduent will, at its expense, use commercially reasonable efforts to re-perform the Services to the standards stated herein. The foregoing is Client's sole and exclusive remedy for a breach of representations set forth in this Section. C. No Other Warranties. EXCEPT AS SET FORTH IN THIS AGREEMENT, CONDUENT DOES NOT MAKE ANY WARRANTIES WITH RESPECT TO THE SERVICES OR OTHER DELIVERABLES PROVIDED UNDER THIS AGREEMENT AND EXPLICITLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A SPECIFIC PURPOSE. Except for the limited representations provided herein, all Services and other materials delivered by Conduent ("Deliverables") are provided on an "AS IS" basis. Client acknowledges that Conduent's Deliverables and Services are not a substitute for legal advice in meeting federal, state or local regulations for conducting community health needs assessments or providing health information to communities. 5. INDEMNIFICATION A. Indemnification by Client. Client shall indemnify, defend and hold harmless Conduent, its affiliates and their respective officers, directors, employees, agents, and successors from and against all claims by a third party for losses to the extent such claim arises from, or relates to any of the following: (i) negligent acts or omissions or willful misconduct of Client personnel located in any Conduent facility while performing Services under this Agreement which causes bodily injury or death or physical damage to tangible property, (ii) Client's breach of its obligations with respect to Conduent's Confidential Information, or (iii) Claims by third parties arising out of or relating to any obligation not expressly assumed by Conduent under this Agreement. B. Indemnification by Conduent. Conduent shall indemnify, defend and hold harmless Client, its affiliates and their respective officers, directors, employees, agents, and successors from and against all claims by a third party for losses to the extent such claim arises from, or relates to any of the following: (i) negligent acts or omissions or willful misconduct of Conduent personnel located in any Client facility while performing Services under this Agreement which causes bodily injury or death or physical damage to tangible property, or (ii) Conduent's breach of its obligations with respect to Client's Confidential Information. Icertis: ICMComm_6977 Page 3 of 23 CONDUENT CONFIDENTIAL P-24-723 County of Fresno C. Intellectual Property Indemnification. Client and Conduent each agree to defend the other against any action to the extent that such action is based on a claim that any Client developed software, in the case of Client, and the Conduent developed software or the Services, in the case of Conduent, or the Confidential Information provided by the indemnitor, (i) infringes a copyright perfected under applicable law, (ii) infringes a patent granted under applicable law or (iii) constitutes an unlawful disclosure, use or misappropriation of another party's trade secret. The indemnitor will bear the expense of such defense and pay any damages and attorneys' fees that are attributable to such claim finally awarded by a court of competent jurisdiction. If any software becomes the subject of a claim under this Section, or in the indemnitor's opinion is likely to become the subject of such a claim, then the indemnitor may, at its option, (i) modify the software to make it non-infringing or cure any claimed misuse of another's trade secret, provided such modification does not adversely affect the functionality of the software, or (ii) procure for the indemnitee the right to continue using the software pursuant to the applicable Service Agreement, or (iii) replace the software with substantially equivalent software that is non-infringing or that is free of claimed misuse of another's trade secret. Any costs associated with implementing any of the above alternatives shall be borne by the indemnitor. With respect to any software provided or developed by a Party pursuant to this Agreement, such Party shall have no liability to the other Party (i) to the extent that any claim of infringement is based upon the use of the software in connection or in combination with equipment, devices or software for which the software was not designed, (ii) for infringements that arise solely as a result of the implementation by that Party of functionality requirements or specifications presented by the other Party and such infringement would have been avoided had such requirements or specifications not been implemented and (iii) for maintenance, modifications, updates, enhancements and improvements made to the software by any party other than the developer of such software. 6. INTELLECTUAL PROPERTY A. Licenses. During the Term and in consideration for Client's payment of fees as defined in this Agreement, Conduent grants to Client a non-exclusive, non-transferable, non-sublicensable, license to (i) access and remotely interact with the Platform implementation site and allow users of the Platform ("Users") such access and interaction; (ii) use Conduent's Trademarks (as defined below) solely as defined in this Section 6; (iii)access Platform utilization data; (iv) access error corrections to the Platform, including fixes to problems in software, but excluding additional options, enhancements, and/or new features. Client grants to Conduent a worldwide, non-exclusive, royalty free license to use, reproduce, distribute, perform and display and all content it provides to Conduent in connection with the Platform and this Agreement. Icertis: ICMComm_6977 Page 4 of 23 CONDUENT CONFIDENTIAL P-24-723 County of Fresno B. Trademarks. Conduent and Client each grant to the other a limited, non-exclusive, non- sublicensable, worldwide license to use the other's trademarks, trade names, copyrights, logos and trade dress (collectively, "Trademarks") only as necessary to fulfill each Party's obligations under this Agreement during the Term. Conduent and Client each agree that the quality of its manner of use of the other's Trademarks shall be high. Conduent and Client may each terminate the other's license to use its Trademarks if it determines that the other's use of such Trademarks tarnishes, blurs or dilutes the quality or good will associated with such Trademarks and such issue is not cured within ten (10) days' of notice thereof. Each Party agrees not to contest the other party's ownership of its Trademarks, not to disparage or call into question the validity, value or ownership thereof, and not to use any of the other Party's Trademarks in any manner so as to create a combined trademark. Except as expressly granted in this Agreement, no other rights, licenses or uses whatsoever in or to the Conduent Platform of Conduent's Trademarks are granted to Client. Conduent is, and at all times shall remain, the sole and exclusive owner of all right, title and interest, through the world (including all intellectual property and other proprietary rights), in and to the original and copies of the Conduent Platform and any associated and derivative intellectual property, all website usage statistics (system utilization data), all new features and enhancements to the Platform, and any Deliverables and Services provided under this Agreement. C. Protections. Conduent and Client shall cooperate to police and protect the Platform and its associated intellectual property notices on all copies Client produces or reproduces of the Platform and associated data, screens and software, and shall not remove any Conduent intellectual property notices from any materials. Any website through which a user interacts with the Platform shall have, at a minimum, attribution to Conduent for creating and operating the website and Services, including a "Powered by Healthy Communities Network" clickable link in the navigation header of all pages, Conduent copyright notices on all pages, and appropriate credit for the Platform and links back to Conduent in any "about us" section. 7. CONFIDENTIAL INFORMATION A. Defined. During the Term of this Agreement, either Party (as the "Disclosing Party") may disclose or make available to the other Party (as the "Receiving Party"), whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as `confidential': (i) information about its business affairs, services, confidential intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, (ii) Conduent software licensed or otherwise made available to Client, and (iii) the terms of this Agreement (collectively, "Confidential Information"). B. Confidentiality. The Receiving Party shall: (i) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information of a similar nature, but in no event with less than a commercially reasonable degree of care, and (ii) not disclose any such Confidential Information to any person or entity, except the Receiving Party's representatives who have a need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. Icertis: ICMComm_6977 Page 5 of 23 CONDUENT CONFIDENTIAL P-24-723 County of Fresno C. Exclusions. The obligations of confidentiality will not apply to any Confidential Information that: (i) is or becomes generally available to and known by the public other than a result of, directly or indirectly, any breach of this Section by the Receiving Party or any of its representatives, (ii)is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information, (iii) was known by or in the possession of the Receiving Party or its representatives prior to being disclosed by or on behalf of the Disclosing Party, or (iv) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's Confidential Information. D. Limited Waivers. The terms of this Section will not preclude the disclosure of Confidential Information by the Receiving Party if such disclosure is: (i) in response to a valid order of a court or other governmental body of the United State or any political subdivision thereof, (ii) otherwise required by applicable law or regulation, or (iii) necessary to establish the rights under this Agreement, provided however, that the Receiving Party will limit the disclosure to the extent required for such purposes. 8. LIMITATION OF LIABILITY A. Limit on Types of Damages Recoverable. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. B. Limit on Amount of Damages Recoverable. Conduent's cumulative aggregate liability, whether in contract, tort, or otherwise, for all damages arising out of or relating to this Agreement will be limited to an amount equal to the lesser of(i) actual damages incurred by Client as a result of the event(s) giving rise to the liability, or (ii) the amounts paid for the Services for the three (3) month period immediately preceding the month in which the event giving rise to the liability occurred. 9. RELATIONSHIP OF PARTIES Nothing in this Agreement shall be deemed to create a partnership, joint venture or similar relationship between the Parties and, except as otherwise expressly provided herein, no Party shall be deemed to be the agent of the other Party, it being understood and agreed that neither the method of computing compensation nor any other provision contained herein shall be deemed to create any relationship between the Parties hereto other than the relationship of independent parties contracting for services. Neither Party has or shall hold itself out as having any authority to enter into any contract or create any obligation or liability on behalf of, in the name of, or binding upon the other Party. 10. NON-SOLICITATION Client will not solicit, offer work to, employ, or contract with, directly or indirectly, on its own behalf, any of Conduent's Personnel or the Personnel of its affiliates, during their participation in the Services or during the twelve (12) months after the conclusion of such participation. "Personnel" includes any individual or company Conduent employs or has employed as a partner, employee or independent contractor and with which Client comes into direct contact in the course of the Icertis: ICMComm_6977 Page 6 of 23 CONDUENT CONFIDENTIAL P-24-723 County of Fresno Services. However,this Section will not apply to Personnel who independently respond to indirect solicitations (such as general newspaper advertisements, employment agency referrals and internet postings) not targeting such Personnel. 11. MISCELLANEOUS PROVISIONS A. Assignment. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns. No Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. B. Severability. In the event any provision of this Agreement is held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provision of this Agreement will not be affected and, in lieu of such invalid or unenforceable provision, there will be added automatically as part of this Agreement one or more provisions as similar in terms as may be valid and enforceable under applicable law. C. Force Maieure. Either Party will be excused from delays in performing or from its failure to perform hereunder to the extent that such delays or failures result from fire, explosion, flood, earthquake, elements of nature or acts of God, labor disruptions or strikes, riot,war, terrorism, civil disorder, rebellions or revolutions, quarantines, wide spread disease or sickness, embargoes and other similar government or third party action, or any other cause beyond the reasonable control of such Party ("Force Majeure Event"). The Party whose performance has been delayed or prevented shall act diligently to resume performance as soon as reasonably possible. D. Waiver. The waiver by any Party of any breach of covenant shall not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing, and signed by the Party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized representatives of the Parties hereto. E. Governing Law. This Agreement shall be construed in accordance with the laws of the State of New York,without regard to the conflict-of-laws rules of the State of New York. All disputes arising out of or in connection with this Agreement shall be adjudicated in, and the Parties consent to the jurisdiction of (and waive any defenses, including forum non conveniens, as to venue situated in), the state and federal courts of the State of New York. F. Notices. Any notice required or permitted by this Agreement shall be addressed to the Parties at the addresses shown below or such other address as either Party may notify the other of in a written notice delivered to the other Party in accordance with this Section. Notices shall be deemed given when delivered in hand or three (3) business days after the date mailed by United States mail, postage prepaid, or when actually delivered. If to Conduent: If to Client: Conduent Healthy Communities Corporation Fresno County Department of Public Health 100 Campus Drive, Suite 200 Attn: David Luchini, Director Florham Park, NJ 07932 1221 Fulton Street Attn: Healthcare Group President Fresno, CA 93721 Icertis: ICMComm_6977 Page 7 of 23 CONDUENT CONFIDENTIAL P-24-723 County of Fresno With a copy to: Conduent Law Department And an electronic copy to: clientcontracts@conduent.com G. Entire Agreement. This Agreement, together with Exhibit A, Statement of Work, attached hereto and incorporated therein, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior agreements, proposals, negotiations, representations or communications, whether written or oral, relating to the subject matter hereof. H. Counterparts and Electronic Signature. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which, when taken together, shall be deemed to be one and the same agreement or document. A signed copy of this Agreement transmitted by facsimile, email or other means of electronic transmission, shall be deemed to have the same legal effect as delivery of an original executed copy of this Agreement. This Agreement may be electronically signed and any electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability and admissibility. IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized representatives of each Party hereto as of the Effective Date. For Conduent Healthy Communities For County of Fresno Corporation Digitally signed by Riley Blackburn Riley Blackburn Date:2025.03.03 16:12:05-08'00' Signature: Signature: Printed Name: Kimberly Ushall Printed Name: Riley Blackburn Title: SVP Integrated Digital Services Title: Purchasing Manager Date: February 16, 2025 Date: Icertis: ICMComm_6977 Page 8 of 23 CONDUENT CONFIDENTIAL P-24-723 County of Fresno EXHIBIT A STATEMENT OF WORK A. Platform. Conduent shall provide a version of the Platform which will be configured for the counties, identified herein as follows: Fresno County, in the State(s) of: California, and shall include the following features: 1. Data and Analysis Features: a. Community Dashboard—Data dashboard that houses all of the indicators on Client site. Search and filter by geography, topic and subpopulation groups (race/ethnicity, age, and gender) when available. Client can add local data into the Community Dashboard (see "#4-Customization Tools & Options"). i. Core List: 150+ health and quality of life indicators as available from public, online state or national data sources and dependent upon statistical validity for a geography. Core indicator list is subject to change from time to time depending upon data availability and strategy. Client requests for additions or edits to the core list may incur additional costs. b. Demographics - Claritas Tier 2, 250 Pop-Facts demographic elements. Single-year estimates provided at the state, county, and ZIP levels. Allows local administrator to create custom charts using demographic data. C. Community Behavior Indicators -- Not Included. d. Community Spending Indicators— Not included. e. Hospitalization and Emergency Department Data* - Not included. Potentially-Preventable Cause Indicators El Hospitalization Rates (19 Indicators) ❑ER Rates (18 Indicators) Behavioral Health Indicators ❑Hospitalization Rates (8 Indicators) ❑ER Rates (8 Indicators) *Note: Client is responsible for obtaining and purchasing, if there is a fee, hospital utilization data from the state/agency that holds data. These indicators are provided at county and zip code level (based on statistical validity); two measurement periods included as baseline; age-adjusted data. Conduent will publish calculated rates to the Community Dashboard within 10-12 weeks of receipt of hospital utilization data. f. Regional Rollup — Not Included. g. SocioNeeds Index° Suite — Provides analytics around social determinants of health to advance equitable outcomes. Each index summarizes multiple health and socioeconomic indicators for counties, zip codes, and census tracts into one validated composite score to help identify areas for action. i. Healthy Equity Index — A measure of socioeconomic need correlated with preventable hospitalizations and poor health outcomes. ii. Food Insecurity Index — A measure of food access that is correlated with social and economic hardship. iii. Mental Health Index — A measure of social determinants and health factors correlated with self-reported poor mental health. Icertis: ICMComm_6977 Page 9 of 23 CONDUENT CONFIDENTIAL P-24-723 County of Fresno h. Data Scoring Tool—Rank indicators on the Conduent Community Dashboard according to a systematic summary of comparisons, grouping indicators into topic areas for a higher-level ranking of community health needs. Reports are downloaded from the administrative system at the county level. i. GIS Maps — Quickly visualize health and quality of life indicators within Client's community; Geographic Information System ("GIS") Maps display indicators available for standard geographies (county, zip code and census tract). j. Data Extracts — Provides the site administrator with tools to download the indicators into an Excel spreadsheet for import into other applications. 2. Evaluation and Tracking Tools a. Healthy People 2030 Tracker— Conduent-maintained progress tracker for key Healthy People 2030 targets b. Local Progress Trackers—Allows site administrator to create a curated list of indicators to quickly identify and track progress on local initiatives. C. Locally Added Targets-Client can add local targets to Conduent-maintained and locally maintained indicators using the self-service tool. 3. Resources Features a. Promising Practices — Database of 2,000+ health and quality of life programs and policies from across the country classified by effectiveness b. Resource Library—Central repository for local resources, including reports, community health assessments, community profiles, 211 resources (when available, single county systems only) and other local content. Content must be uploaded and maintained by Client. C. Funding Opportunities—Conduent-maintained collection of national grants and funding opportunities. d. CHNA Guide — Interactive, step-by-step guide designed to assist organizations in assessing community health needs and designing strategies and programs to address prioritized needs e. Location Report Builder—Quickly create location-specific summary reports that can be linked as pages on the Platform, exported as PDFs, and shared with others. f. Topic Centers—Topic index pages that bring together all the resources in the site on a particular topic area. 4. Customization Tools and Topics a. Standalone Website Branding—Client can select the website name, URL, color palette and fonts. Conduent will work with Client to design the banner. b. Navigation Menu — Client can customize website navigation. Includes ability to link to platform features provided by CHC as well as custom pages created by Client. C. Tiles—Conduent's custom content management system. Allows Client to easily create and administer pages without having to know HTML. Client can select from more than 15 unique tile options to highlight Conduent's core tools (indicators, maps, related content, etc.) as well as locally maintained content (Client pictures, videos, health improvement plans, resources, etc.). Client can stack and assemble tiles to create custom pages. d. Homepage — Homepage designed using Tiles (Conduent's custom content management system); includes ability to customize homepage content such as images, text, tools and sponsor logos. Icertis: ICMComm_6977 Page 10 of 23 CONDUENT CONFIDENTIAL P-24-723 County of Fresno e. Custom Web Pages —Allows site administrator to create unlimited custom web pages using Tiles (Conduent's custom content management system); system does not require HTML knowledge. f. Stories — Site administrator can create a cohesive narrative by combining data visualizations, text, and images. The Stories module is organized by chapters, pages, and items. g. Locally Maintained Indicators — Client can add local data into the Community Dashboard using the self-service tool. Please note the anticipated time to setup and maintain will vary depending on data complexity, quantity, and user capacity. Conduent provides training and guidance to support local content addition. h. Lanquage Translation —Automated translation of website for 40+ languages supported by Google. B. Support Services. Conduent shall provide the following Support Services: 1. Account Manager Training and Support Services. Conduent will provide the following Support Services to assist in the maintenance of the Platform. These Support Services shall be conducted via phone and/or webinar, however, Client may receive up to two (2) site visits at Client's expense. a. Site Administrator Training — Personalized webinar trainings on website features and system administration. Webinar trainings are tailored to Client needs and may include overall approach / process for adding local indicators, how to use the system's dashboards/data analysis tools and how to upload and create content such as priority pages or reports. b. Site Orientation (as needed) — A meeting to introduce the Client's custom-designed Platform. Includes overview of site features and topics aligned with Client's goals and objectives. Participants include key decision-makers and (optionally) partners, stakeholders and other end users. C. Quarterly Meetings — Regularly scheduled, quarterly check-in meetings after site launch. Topics may include indicator updates, product updates, upcoming webinars, or discussions designed to understand and help support Client's goals and objectives. d. Help Center — 24/7 access to an online client Help Center with step-by-step written instructions, training videos and client examples. 2. Conduent Peer Network. The Conduent Peer Network consists of hospitals, health departments and community coalitions licensing the Platform and provides access to the following benefits: a. Community Resources — 24/7 access to a variety of examples from other Conduent clients, including client success stories, sample CHNA reports / implementation strategies and approaches for marketing the Platform to Client's community. b. Webinars —Access to on-demand and live webinars led by public health professionals at Conduent in conjunction with the Conduent Peer Network. Webinars highlight new product features, client success stories and trending population health topics. C. Newsletter — Subscription to client email communications featuring indicator updates, product updates, webinar announcements, client success stories, Conduent news and more. Icertis: ICMComm_6977 Page 11 of 23 CONDUENT CONFIDENTIAL P-24-723 County of Fresno d. Client Meetings— Invitation to national or regional meetings. 3. Maintenance Services. Conduent shall have the following ongoing responsibilities with respect to maintenance of the Platform: a. Keep the site up and running with high availability — response time to mission critical website failures is 24/7. b. Respond to questions from the Client during regular business hours regarding usual operations of the website. C. Update core indicators within one calendar quarter of public, online source data updates d. Maintain integrity of links for the promising practices database. e. Fix any defects or bugs that are identified in the system. f. Respond to change orders in a timely fashion; initial response within one (1) business day for urgent requests. C. Client Responsibilities. Client will have the following responsibilities to assist in the launch and maintenance of the site: 1. Maintain one project manager to serve as the point of contact with Conduent to lead implementation, receive website administration training and interact with Conduent during the implementation and maintenance of the Platform. 2. Provide feedback and review of site developments in a timely manner. 3. Regularly update locally maintained content. 4. Respond to brief, occasional surveys to provide feedback on Conduent Services. 5. Client will allow Conduent to maintain a terms of use link and document on the Platform implementation's website for Client. Users must agree to the terms of use or will not be allowed to use the Platform implementation's website. Client's staff shall have first line responsibility for dealing with User support inquiries in a commercially reasonable manner agreed to by Conduent. D. Changes and Additions to the Statement of Work. If new requirements or expanded requirements are identified during the specifications phase, this Statement of Work shall be amended and agreed to in writing by the Parties and in advance of development. Conduent reserves the right to change the content, indicators (subject to relevance, availability, and input by local partners), software and functionality of the Platform from time to time, and in accordance with any regulatory requirements and then-current product specifications. Icertis: ICMComm_6977 Page 12 of 23 CONDUENT CONFIDENTIAL P-24-723 County of Fresno E. Terms of Payment 1. Pricincl. States: California Counties: Fresno Description Fee Recurring Annual License Fee $32,988 2. Billing Schedule. The Recurring Annual License Fee shall be billed on the licensing period start date of October 1, 2024 ("Licensing Period Start Date"). Thereafter, Conduent shall bill the Annual License Fee in one installment on each anniversary of the Licensing Period Start Date. Conduent reserves the right to adjust the Annual License Fee as necessary. Any changes to the pricing will be communicated to the client in advance. Client shall be responsible for designating, in writing to Conduent, an individual as the billing contact to receive invoices and interact with Conduent on billing matters. Client shall provide prompt written notice to Conduent in the event that the Client billing contact is going to change. 3. Travel and Related Business Expenses. In-person meetings may be arranged at Client's request. Conduent will be reimbursed for travel and related business expenses associated with in-person meetings. Icertis: ICMComm_6977 Page 13 of 23 CONDUENT CONFIDENTIAL P-24-723 County of Fresno Exhibit B Data Security 1. Definitions Capitalized terms used in this Exhibit B 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 B. (C) "Director" means the County's Director of the Department of Public Health 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). Notwithstanding the foregoing, 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 B. (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 B. (1) "Security Breach" means (i) any act or omission that compromises either the security, confidentiality, or integrity of any Personal Information or the Security Safeguards, or (ii) any Icertis: ICMComm_6977 Page 14 of 23 CONDUENT CONFIDENTIAL P-24-723 County of Fresno unauthorized Use, Disclosure, or modification of, or any loss or destruction of 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 B; (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, unless otherwise prohibited by law, (i) immediately notify the County of the specific demand for, and legal authority for the disclosure, including providing County with a copy of any notice, discovery demand, subpoena, or order, as applicable, received by the Contractor, or any Authorized Person, from any government regulatory authorities, or in relation to any legal proceeding, and (ii) promptly notify the County before such Personal Information is offered by the Contractor for such disclosure so that the County may have sufficient time to obtain a court order or take any other action the 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. Icertis: ICMComm_6977 Page 15 of 23 CONDUENT CONFIDENTIAL P-24-723 County of Fresno (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 agrees 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 agrees that, as of the Effective Date of the 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 B, the Contractor's (or Authorized Person's) Security Safeguards shall be no less rigorous than accepted industry practices and, at a minimum, include the following: (i) limiting Use of Personal Information strictly to the Contractor's and Authorized Persons' technical and administrative personnel who are necessary for the Contractor's, or Authorized Persons', Use of the Personal Information pursuant to this Agreement; (ii) ensuring that all of the Contractor's connectivity to County computing systems will only be through the County's security gateways and firewalls, and only through security procedures approved upon the express prior written consent of the Director; (iii) to the extent that they contain or provide access to Personal Information, (a)securing business facilities, data centers, paper files, servers, back-up systems and computing equipment, operating systems, and software applications, including, but not limited to, all mobile devices and other equipment, operating systems, and software applications with information storage capability; (b) employing adequate controls and data security measures, both internally and externally, to protect (1) the Personal Information from potential loss or 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 feature always enabled, all of which is subject to express; (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, Icertis: ICMComm_6977 Page 16 of 23 CONDUENT CONFIDENTIAL P-24-723 County of Fresno including but not limited to hard disks, portable storage devices, or remote installation, or (b) transmitted over public or wireless networks (the encrypted Personal Information must be subject to password or pass phrase, and be stored on a secure server and transferred by means of a Virtual Private Network (VPN) connection, or another type of secure connection, all of which is subject to express prior written consent of the Director); (v) strictly segregating Personal Information from all other information of the Contractor, including any Authorized Person, or anyone with whom the Contractor or any Authorized Person deals so that Personal Information is not commingled with any other types of information; (vi) having a patch management process including installation of all operating system and software vendor security patches; (vii) maintaining appropriate personnel security and integrity procedures and practices, including, but not limited to, conducting background checks of Authorized Employees consistent with applicable law; and (viii) providing appropriate privacy and information security training to Authorized Employees. (D) During the term of each Authorized Employee's employment by the Contractor, the Contractor shall cause such Authorized Employees to abide strictly by the Contractor's obligations under this Exhibit B 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.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 on regular business hours during business days as a contact in resolving the Contractor's and any Authorized Persons' obligations associated with a Security Breach or a Privacy Practices Complaint. (F) 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) Promptly 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, followed promptly by email at the following email address: (559) 600-8900 / incidents@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, Icertis: ICMComm_6977 Page 17 of 23 CONDUENT CONFIDENTIAL P-24-723 County of Fresno compromised, or subjected to unauthorized Use, Disclosure, or modification, or any loss or destruction, corruption, or damage. (B) Promptly following the Contractor's notification to the County of a Security Breach, as provided pursuant to section 4(A) of this Exhibit B, 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 or other reasonably agreed to timeframe by the Parties. (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 commercially reasonable corrective action under this Exhibit B, in accordance with applicable privacy rights, laws, regulations and standards. In the event the Contractor discovers a Security Breach, the Contractor shall treat the Privacy Practices Complaint as a Security Breach. Upon Contractor's receipt of notification of such Privacy Practices Complaint, the Contractor shall promptly 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 actual and reasonable costs incurred by the County in responding to, and mitigating damages caused by, any Security Breach resulting from Contractor's breach of this Agreement, including all actual costs of the County incurred relation to any litigation or other action described section 4(E) of this Exhibit B. (E) The Contractor agrees to cooperate, with the County in any litigation or other action to protect the County's rights relating to 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. Icertis: ICMComm_6977 Page 18 of 23 CONDUENT CONFIDENTIAL P-24-723 County of Fresno (B) Upon the County's written request, at least 60 days in advance and not to exceed 8 business hours annually unless otherwise agreed, to confirm the Contractor's compliance with this Exhibit B, 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 reasonably cooperate with such assessment, audit or examination, as applicable, by providing the County or the third party on the County's behalf, physical premises, documentation, Used by the Contractor for Personal Information pursuant to this Agreement. (C)The Contractor shall ensure that all Authorized Persons who Use Personal Information agree to the same restrictions and conditions in this Exhibit B. that apply to the Contractor with respect to such Personal Information by incorporating the relevant provisions of these provisions into a valid and binding written agreement between the Contractor and such Authorized Persons, or amending any written agreements to provide same. 6. Return or Destruction of Personal Information. Upon the termination of this Agreement, the Contractor shall, and shall instruct all Authorized Persons to, promptly return to the County all Personal Information, whether in written, electronic or other form or media, in its possession or the possession of such Authorized Persons, in a machine readable form used by the County at the time of such return, or upon the express prior written consent of the Director, securely destroy all such Personal Information, and certify in writing to the County that such Personal Information have been returned to the County or disposed of securely, as applicable. If the Contractor is authorized to dispose of any such Personal Information, as provided in this Exhibit B, 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 B 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 B 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. Icertis: ICMComm_6977 Page 19 of 23 CONDUENT CONFIDENTIAL P-24-723 County of Fresno 8. Indemnity. . The provision of this Section 8 will be governed by Section 5, Indemnification of the Agreement. The provision of this section 8 shall survive the termination of this Agreement. 9. Survival. The respective rights and obligations of the Contractor and the County as stated in this Exhibit B shall survive the termination of this Agreement. 10. No Third Party Beneficiary. Nothing express or implied in the provisions of in this Exhibit B is intended to confer, nor shall anything in this Exhibit B confer, upon any person other than the County or the Contractor and their respective successors or assignees, any rights, remedies, obligations or liabilities whatsoever. Icertis: ICMComm_6977 Page 20 of 23 CONDUENT CONFIDENTIAL P-24-723 County of Fresno Exhibit C Insurance Requirements 1. Required Policies Without limiting Client's right to obtain indemnification from Conduent or any third parties, Conduent, 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 Two Million Dollars ($2,000,000). This policy must be issued on a per occurrence basis. Coverage must include products, completed operations, property damage, bodily injury, personal injury, and advertising injury. Conduent 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 Client is excess only and not contributing with insurance provided under Conduent'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) Technology Professional Liability (Errors and Omissions). Technology professional liability (errors and omissions) insurance with limits of not less than Two Million Dollars ($2,000,000) per claim and in the aggregate. Coverage must encompass all of Conduent's obligations under this Agreement, including but not limited to claims involving Cyber Risks. (F) Cyber Liability. Cyber liability insurance with limits of not less than Two Million Dollars ($2,000,000) per claim. 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 Conduent. 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 Conduent's obligations under Exhibit B— Data Security] of this Agreement; (iv) system failure; (v) data recovery; (vi) failure to timely disclose data breach or Security Breach; (vii) failure to comply with privacy policy; (viii) payment card liabilities and costs; (ix) infringement of intellectual property, including but not limited to infringement of copyright, trademark, and trade dress; (x) invasion of privacy, including release of private information; (xi) information theft; (xii)damage to or destruction or alteration of electronic information; (xiii) cyber extortion; (xiv)extortion related to Conduent'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 Conduent's obligations under this Agreement regarding electronic information, including Personal Information; and (xxi) credit monitoring expenses. Icertis: ICMComm_6977 Page 21 of 23 CONDUENT CONFIDENTIAL P-24-723 County of Fresno 2. Additional Requirements (A) Verification of Coverage. Within 30 days after Conduent signs this Agreement, and at any time during the term of this Agreement as requested by the Client's Risk Manager or Client Administrative Office, Conduent shall deliver, or cause its broker or producer to deliver, to the County of Fresno, Department of Public Health, P.O. Box 11867, Fresno, CA 93775, Attention: Contracts Section — 6t" Floor, or email, DPH Contracts(a)-fresnocountyca.gov, 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) Client, its officers, agents, employees, and volunteers are not responsible for any premiums on the policy; and (3) Conduent has waived its right to recover from Client, 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 Client 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 Client shall be excess only and not contributing with insurance provided under Conduent'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 technology professional liability insurance certificate must also state that coverage encompasses all of Conduent's obligations under this Agreement, including but not limited to claims involving Cyber Risks, as that term is defined in this Agreement. (vi) The cyber liability insurance certificate must also state that it is endorsed, and include an endorsement, to cover the full replacement value of damage to, alteration of, loss of, or destruction of intangible property(including but not limited to information or data) that is in the care, custody, or control of Conduent up to required limits. (B) Acceptability of Insurers. All insurance policies required under this Agreement must be issued by admitted insurers licensed to do business in the State of California and possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no less than A-: VII. (C) Notice of Cancellation or Change. For each insurance policy required under this Agreement, Conduent shall provide to Client, or ensure that the policy requires the insurer to provide to the Client, written notice of any cancellation or change in the policy as required in this paragraph. For cancellation of the policy for nonpayment of premium, Conduent shall, or shall cause the insurer to, provide written notice to Client 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, Conduent shall, or shall cause the insurer to, provide written notice to Client not less than 30 days in advance of cancellation or change. Client in its sole discretion may determine that the failure of Conduent or its insurer to timely provide a written notice required by this paragraph is a breach of this Agreement. Icertis: ICMComm_6977 Page 22 of 23 CONDUENT CONFIDENTIAL P-24-723 County of Fresno (D) Client's Entitlement to Greater Coverage. If Conduent has or obtains insurance with broader coverage, higher limits, or both than what is required under this Agreement, then the Client requires and is entitled to the broader coverage, higher limits, or both. To that end, Conduent shall deliver, or cause its broker or producer to deliver, to the Client'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. Conduent waives any right to recover from the Client, its officers, agents, employees, and volunteers any amounts paid under the policy of worker's compensation insurance required by this Agreement. Conduent is solely responsible to obtain any policy endorsement that may be necessary to accomplish that waiver, but Conduent's waiver of subrogation under this paragraph is effective whether or not Conduent obtains such an endorsement. (F) Client's Remedy for Conduent's Failure to Maintain. If Conduent fails to keep in effect at all times any insurance coverage required under this Agreement, the Client 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 Conduent. The Client may offset such charges against any amounts owed by the Client to Conduent under this Agreement. (G)Subcontractors. Conduent shall require and verify that all subcontractors used by Conduent to provide services under this Agreement maintain insurance meeting all insurance requirements provided in this Agreement. This paragraph does not authorize Conduent to provide services under this Agreement using subcontractors. Icertis: ICMComm_6977 Page 23 of 23 CONDUENT CONFIDENTIAL