Loading...
HomeMy WebLinkAboutP-25-578.pdf 1 P-25-578 AGREEMENT FOR SALES, USE AND TRANSACTIONS TAX INFORMATION SERVICES This Agreement is made and entered into as of the 13th dafNovember, 2025 the 'Effective Date") by and between the COUNTY OF FRESNO, a political subdivision of the State of California ("COUNTY"), and HINDERLITER, de LLAMAS AND ASSOCIATES, a California corpo- ration ("CONTRACTOR" or "HdL"). I. RECITALS WHEREAS, an effective program of sales and use tax management will provide for more accurate sales and use tax forecasting; and WHEREAS, COUNTY desires the combination of report preparation, analysis and forecasting necessary to effectively manage its sales and use tax base; and WHEREAS,COUNTY desires expertise in tax analytics,studies,and developing a Transient Occupancy Tax (TOT) ordinance and ballot measure; and WHEREAS, CONTRACTOR represents that it has the programs, equipment and personnel required to deliver the sales and use tax and TOT related services referenced herein; THEREFORE, COUNTY and CONTRACTOR, for the consideration hereinafter de- scribed, mutually agree as follows: II. SERVICES The CONTRACTOR shall perform the following services(collectively,the"Services"): A. Forecast Model of Sales Tax Revenues and TOT Consulting Services CONTRACTOR shall perform the services described in Schedule A,which is attached and in- corporated by this reference. B. Records Retention Once authority to receive the data is verified, the data is obtained from the CDTFA via secure 2 P-25-578 transmission and subsequently processed into the database by an authorized senior member of HdL's DevOps team. All team members working with sensitive data go through a background check as part of the hiring process and have signed confidentiality statements specifying limited access to and use of the data. Access to the data contained in the database is restricted at multiple levels. Direct access to the data is restricted to senior members of HdL's DevOps team, and only accessed as needed for various aspects of operations such as processing new data files. All other access to the data is governed by HdL's proprietary system, which restricts access to the data to only authorized individuals. Additionally, both physical access to the servers housing the data- base, and access to the backup/disaster recovery system are restricted to only authorized individ- uals. The principle of least privilege is followed at all phases of the data lifecycle, ensuring only authorized individuals are granted access and that the security of the data is protected at all times. C. STANDARD OF CARE All of the Services shall be performed by CONTRACTOR or under CONTRACTOR's supervi- sion. CONTRACTOR represents that it possesses the professional and technical personnel re- quired to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with the highest professional standards. For purposes of this Agree- ment, the phrase "highest professional standards" shall mean those standards of practice recog- nized by one (1) or more first-class firms performing similar work under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by COUNTY.By delivery of completed work,CONTRACTOR certifies that the work conforms to the requirements of this Agreement,all applicable federal, state and local laws,and the highest professional standard. III. COMPENSATION Contractor shall provide the Services described in this Agreement for the compensation de- scribed in Schedule A to this Agreement. The compensation paid to Contractor by County for all services provided pursuant to this Agreement shall not exceed $401,000. IV. CONFIDENTIALITY; OWNERSHIP/USE OF INFORMATION A. Section 7056 of the State of California Revenue and Taxation Code specifically limits the disclosure of confidential taxpayer information contained in the records of the California Department of Tax and Fee Administration. Section 7056 specifies the conditions under which a COUNTY may authorize persons other than COUNTY officers and employees to 3 P-25-578 examine State Sales and Use Tax records. B. The following conditions specified in Section 7056-(b), (1) of the State of California Rev- enue and Taxation Code are hereby made part of this Agreement: 1. CONTRACTOR is authorized by this Agreement to examine sales,use or transactions and use tax records of the Department of Tax and Fee Administration provided to COUNTY pursuant to contract under the Bradley-Burns Uniform Sales and Use Tax Law Revenue and Taxation Code section 7200 et.seq. 2. CONTRACTOR is required to disclose information contained in, or derived from, those sales, use or transactions and use tax records only to an officer or employee of the COUNTY who is authorized by resolution to examine the information. 3. CONTRACTOR is prohibited from performing consulting services for a retailer, as defined in California Revenue& Taxation Code Section 6015, during the term of this Agreement. 4. CONTRACTOR is prohibited from retaining the information contained in, or derived from those sales, use or transactions and use tax records, after this Agreement has been terminated or has expired. Information obtained by examination of Department of Tax and Fee Administration records shall be used only for purposes related to collection of local sales and use tax or for other governmental functions of the COUNTY as set forth by resolution adopted pursuant to Section 7056(b) of the Reve- nue and Taxation Code. The resolution shall designate the CONTRACTOR as a per- son authorized to examine sales and use tax records, and certify that this Agreement meets the requirements set forth above and in Section 7056(b)(1) of the Revenue and Taxation Code. 5. CONTRACTOR is prohibited from examining any sales or transactions or use records of any taxpayer. C. Proprietary Information. As used herein, the term "proprietary information"means all in- formation or material that has or could have commercial value or other utility in CON- TRACTOR or COUNTY's business, including without limitation: CONTRACTOR'S (i) computer or data processing programs; (ii) data processing applications, routines, subrou- tines, techniques or systems; desktop or web-based software; (iii) business processes; (iv) marketing plans, analysis and strategies; (v) materials and techniques used, and(vi) any 4 P-25-578 confidential COUNTY or tax data obtained as a result of this Agreement. Except as oth- erwise required by law, CONTRACTOR and COUNTY shall hold in confidence and shall not use (except as expressly authorized by this Agreement) or disclose to any other party any proprietary information provided, learned of or obtained by CONTRACTOR or COUNTY in connection with this Agreement. The obligations imposed by this shall sur- vive any expiration or termination of this Agreement or otherwise. The terms of this shall not apply to any information that is public information. V. COUNTY MATERIALS AND SUPPORT COUNTY shall adopt a resolution in a form acceptable to the California Department of Tax and Fee Administration and in compliance with Section 7056 of the Revenue and Taxation Code, authorizing CONTRACTOR to examine the confidential sales tax records of COUNTY. CONTRACTOR shall not perform any services pursuant to this Agreement until the board of the California Department of Tax and Fee Administration has approved the COUNTY's reso- lution prepared and approved pursuant to this Section V. COUNTY further agrees to provide any information or assistance that may readily be available such as business license records within the COUNTY.COUNTY further agrees to continue CONTRACTOR's authorization to examine the confidential sales tax records of the COUNTY by maintaining CONTRACTOR's name on the COUNTY resolution, or by providing copies of future allocation reports on com- puter readable magnetic media until such time as all audit adjustments have been completed by the California Department of Tax and Fee Administration and any audit fee owing to CON- TRACTOR has been paid. 5 P-25-578 VI. LICENSE,PERMITS,FEES AND ASSESSMENTS CONTRACTOR shall, at its sole cost, obtain such licenses,permits and approvals(collectively the "Permits") as may be required by law for the performance of the Services. COUNTY shall assist CONTRACTOR in obtaining such Permits. VII. TERM AND TERMINATION The Term of this Agreement shall begin on the Effective Date of 11/13/2025 and shall terminate twelve(12) months from such date. This Agreement may be terminated for convenience by either parry by giving 30 days written notice to the other of such termination and specifying the effective date thereof. Upon the presentation of such notice, CONTRACTOR may continue to perform Services through the date of termination. Following termination of this Agreement, COUNTY shall continue to timely pay CONTRACTOR's invoices for Services authorized by COUNTY, performed by CONTRACTOR, and not paid for by COUNTY prior to termination. Anything to the contrary herein notwithstanding(and without limitation on the foregoing sentence),COUNTY shall con- tinue to pay to CONTRACTOR the audit fee for tax payments received by COUNTY after termination of this Agreement from (i) state fund transfers for back quarter reallocations and the first eight consecutive calendar quarters following completion of the allocation audit by CONTRACTOR and confirmation of corrections by the California Department of Tax and Fee Administration; and (ii) businesses identified by CONTRACTOR pursuant to Section III-13-2 above, to the extent such businesses commence or continue to make increased tax payments during the first 24 months following termination of this Agreement. VIII. INDEPENDENT CONTRACTOR In performance of the work, duties and obligations assumed by CONTRACTOR under this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of the CONTRACTOR'S officers, agents, and employees will at all times be acting and per- forming as an independent contractor, and shall act in an independent capacity and not as an officer, agent, servant,employee,joint venturer,partner,or associate of the COUNTY. Further- more, COUNTY shall have no right to control or supervise or direct the manner or method by which CONTRACTOR shall perform its work and function. However, COUNTY 6 P-25-578 shall retain the right to administer this Agreement so as to verify that CONTRACTOR is per- forming its obligations in accordance with the terms and conditions thereof CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. Because of its status as an independent contractor, CONTRACTOR shall have absolutely no right to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be solely liable and responsible for providing to, or on behalf of, its employees all legally required employee benefits. In addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from all matters relating to payment of CONTRACTOR'S employees, in- cluding compliance with Social Security withholding and all other regulations governing such matters. It is acknowledged that during the term of this Agreement, CONTRACTOR may be providing services to others unrelated to the COUNTY or to this Agreement. IX. COOPERATIVE AGREEMENT It is intended any other public agency (e.g., COUNTY, county, district,public authority,public agency,municipality, or other political subdivision of California) located in the state of Califor- nia shall have an option to procure identical services as set forth in this Agreement. The County of Fresno shall incur no responsibility, financial or otherwise, in connection with orders for services issued by another public agency. The participating public agency shall accept sole re- sponsibility for securing services or making payments to the vendor. X. NON-ASSIGNMENT This Agreement is not assignable either in whole or in part by CONTRACTOR without the written consent of COUNTY. XI. INSURANCE Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers Agreement (JPA) throughout the term of the Agreement: 7 P-25-578 A. Commercial General Liability Commercial General Liability Insurance with limits of not less than Two Million Dollars ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal liability or any other liability insur- ance deemed necessary because of the nature of this contract. B. Automobile Liability Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00)per accident for bodily injury and for property damages. Coverage should include any auto used in connection with this Agreement. C. Worker's Compensation A policy of Worker's Compensation insurance as may be required by the California Labor Code. D. Cyber Liability Cyber liability insurance with limits of not less than Two Million Dollars ($2,000,000) per claim and in the annual aggregate. 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 Parry; (ii) data breach; (iii)breach of any of the Contractor's obligations under Schedule B "Data Security" of this Agreement; (iv) system failure; (v) data recovery; (vi) failure to timely disclose data breach or Security Breach; (vii) payment card liabilities and costs; (viii) infringement of intellectual property, including but not limited to infringement of copyright, trademark, and trade dress excluding patent and trade secrets; (ix) invasion of privacy, including release of private information; (x) information theft; (xi) damage to or destruction or alteration of electronic information; (xii) cyber extortion; (xiii)extortion re- lated to the Contractor's obligations under this Agreement regarding electronic infor- mation, including Personal Information; (xiv) fraudulent instruction; (xv) funds transfer fraud; (xvi) telephone fraud; (xvii) network security; (xviii) data breach response costs, including Security Breach response costs; (xix)regulatory fines and penalties related to the Contractor's obligations under this Agreement regarding electronic information, including Personal Information; and (xx) credit monitoring expenses. 8 P-25-578 E. Professional Liability Professional liability (technology errors & omissions) insurance with limits of not less than One Million Dollars ($1,000,000)per claim and an annual aggregate of Three Million Dol- lars ($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 two 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. Additional Requirements Relating to Insurance CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees shall be excess only and not contributing with insurance provided under CONTRACTOR's policies herein. This insurance shall not be cancelled or changed without a minimum of thirty(30)days advance written notice given to COUNTY. CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents, and employees any amounts paid by the policy of worker's compensation insurance required by this Agreement.CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of subrogation, but CONTRACTOR's waiver of subrogation under this paragraph is effective whether or not CONTRACTOR obtains such an endorsement. Within Thirty (30) days from the date CONTRACTOR signs and executes this Agreement, CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as required herein, to the County of Fresno, (Name and Address of the official who will administer this contract), stating that such insurance coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that such Commercial General Lia- bility insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned; that such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by COUNTY, its officers, agents and 9 P-25-578 employees, shall be excess only and not contributing with insurance provided under CON- TRACTOR's policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty (30) days advance, written notice given to COUNTY. In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such event. All policies shall be issued by admitted insurers licensed to do business in the State of Califor- nia, and such insurance shall be purchased from companies possessing a current A.M.Best,Inc. rating of A FSC VII or better. XII. INDEMNIFICATION CONTRACTOR hereby agrees to protect,indemnify,and hold the COUNTY free and harmless from any and all losses,claims,liens,demands,and causes of action of every kind and character including, but not limited to, the amounts of judgments, penalties, interest, court costs, legal fees, and all other expenses incurred by the COUNTY arising in favor of any party, including claims, liens, debts, personal injuries, death, or damages to property (including employees or property of the COUNTY)arising from CONTRACTOR's performance or lack of performance under this Agreement. The provisions of this Section XII shall survive termination or expiration of this Agreement. XIII. IRREPARABLE HARM CONTRACTOR and COUNTY each understand and agree that any breach of this Agreement by either of them may cause the other party hereto irreparable harm, the amount of which may be difficult to ascertain, and therefore agrees that such other party shall have the right to apply to a court of competent jurisdiction for specific performance and/or an order restraining and enjoining any further breach and for such other relief as such other party shall deem appropriate. Such right is to be in addition to the remedies otherwise available to such other party at law or in equity. The parties hereto expressly waive the defense that a remedy in damages will be adequate and any requirement in an action for specific performance or injunction hereunder for the posting of a bond. XIV. DISPUTE RESOLUTION The Parties agree to make a diligent, good faith attempt to resolve any claim, controversy or 10 P-25-578 dispute arising out of or relating to this Agreement, or concerning the breach or interpretation thereof. XV. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of California (without regard to its choice of law provisions). If any legal action is necessary to enforce or interpret this Agreement, the parties agree that such action shall be brought in the Superior Court for the State of California, County of Fresno, or the U.S. District Court for the Central District of California, Western Division. The parties hereby submit to the exclusive jurisdiction of such courts, and waive any other venue to which either party might be entitled by domicile or otherwise. XVI. ATTORNEYS' FEES Reserved. XVII. SEVERABILITY; NO WAIVER The invalidity or unenforceability of any provision of this Agreement shall not affect the valid- ity or enforceability of the other provisions of this Agreement, which shall remain in full force and effect. If any of the provisions of this Agreement shall be deemed to be unenforceable by reason of its extent, duration, scope or otherwise, then the parties contemplate that the court making such determination shall enforce the remaining provisions of this Agreement, and shall reduce such extent, duration, scope, or other provision and shall enforce them in their reduced form for all purposes contemplated by this Agreement. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exer- cise of any right,power or privilege hereunder. 11 P-25-578 XVIII. NOTICES All notices sent by a parry under this Agreement shall be in writing and shall be deemed properly delivered to the other party as of the date of receipt,if received on a business day prior to 3:00 PM local time, or otherwise on the next business day after receipt, provided delivery occurs personally, by courier service, or by U.S. mail to the other parry at its address set forth below, or to such other address as either parry may, by written notice, designate to the other party. Notices to CONTRACTOR shall be sent to HINDERLITER, de LLAMAS and ASSO- CIATES, 120 S. State College Blvd., Suite 200, Brea, CA 92821; and notices to COUNTY shall be sent to COUNTY OF FRESNO, 2281 Tulare Street, Room 304, Fresno, CA 93721. XIX. ENTIRE AGREEMENT This Agreement expresses the full and complete understanding of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous proposals, agreements, rep- resentations and understandings,whether written or oral,with respect to the subject matter.This Agreement may not be amended or modified except in writing signed by each of the parties hereto. The headings hereof are descriptive only and not to be construed in interpreting the provisions hereof. XX. COUNTERPARTS; AUTHORITY TO SIGN This Agreement may be executed in any number of counterparts, each of which will constitute an original and all of which, when taken together, will constitute one agreement. Each of the persons signing on behalf of a party hereto represents that he or she has the right and power to execute this Agreement on such parry's behalf. XXI. ELECTRONIC SIGNATURES The parties agree that this Agreement may be executed by electronic signature as provided in this section. A. An "electronic signature" means any symbol or process intended by an individual signing this Agreement to represent their signature, including but not limited to (1) a digital signa- ture; (2) a faxed version of an original handwritten signature; or(3) an electronically scanned and transmitted (for example by PDF document) version of an original handwritten signa- ture. B. Each electronic signature affixed or attached to this Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing this Agreement for all purposes, 12 P-25-578 including but not limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of that person. C. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdi- vision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). D. Each party using a digital signature represents that it has undertaken and satisfied the re- quirements of Government Code section 16.5, subdivision (a), paragraphs (1) through (5), and agrees that each other party may rely upon that representation. E. This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means and either parry may sign this Agreement with an original handwritten signature. 13 P-25-578 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written by their respective officers duly authorized in their behalf. CONTRACTOR: COUNTY OF FRESNO HINDERLITER, DE LLAMAS &ASSO- CIATES I' Riley I Gl`i kb u rn Digitally signed by Riley Blackburn By: Signed by: Date:2025.11.13 15:16:17-08'00' FhAjnW IU&c,MV, nc2rrIewicMerson,President/CEO Its: Purchasing Manager COUNTY: 14 P-25-578 SCHEDULE A Scope of Services and Fees Sales and Use Tax Services The CONTRACTOR shall perform the following services(collectively,the"Services"): Forecast Model of Sales Tax Revenues: A. CONTRACTOR shall use historical sales, use and transactions tax data and business specific performance for the COUNTY to prepare thorough and accurate budget forecasts. B. CONTRACTOR shall provide a forecasting model that is consolidated into major economic categories including retail,transportation, construc- tion and business to business. CONTRACTOR's database and reports may be culled by major industry groups. C. Consideration shall be made for macroeconomic trends, microeconomic trends, sales tax anomalies, future developments, threatened businesses and legislative actions. CONTRACTOR currently provides a quarterly Consensus Forecast to all clients which provides relevant information on the economic forces affecting California's economy. The forecast is used to help project revenues based on statewide formulas and for reference in tailoring sales tax estimates appropriate for each client's specific de- mographics, tax base and regional trends. These resources shall also be utilized to provide COUNTY with sales tax revenue forecasts. Sales and Use Tax Services Fees A. CONTRACTOR shall provide the sales tax and economic analysis Services de- scribed in Section A above for a fee of$0.00 per month, commencing with the month of the Agreement Date (hereafter referred to as "monthly fee"). The con- sideration that CONTRACTOR shall receive for providing the sales tax and eco- nomic analysis Services to the COUNTY is access to the COUNTY's sales and use tax transaction records, which CONTRACTOR would not otherwise be able to utilize. B. CONTRACTOR shall invoice COUNTY for any services beyond the scope de- scribed above rendered to COUNTY based on the following hourly rates on a monthly or a quarterly basis, at CONTRACTOR's option. Such services shall in- clude quarterly sales tax analysis and reporting, economic development consult- ing and tax ordinance development. All such additional services billed in accord- ance with this Section (B) must be approved in writing by COUNTY prior to the service being performed by CONTRACTOR. 15 P-25-578 C. CONTRACTOR shall submit invoices to COUNTY describing the work per- formed the preceding month or quarter. CONTRACTOR's bills shall include a brief description of the Services performed and/or the specific task in the scope of services to which it relates, the calendar quarter the Services were performed, the number of hours spent on all work billed on an hourly basis, and a description of any reimbursable expenditures. All such invoices shall be payable by COUNTY no later than 45 days following the invoice date. COUNTY shall not be invoiced for any additional services totaling less than an hour in any month. The hourly rates in effect as of the Effective Date are as follows: Principal $325 per hour Programmer $295 per hour Senior Analyst $245 per hour Analyst $195 per hour No hourly rate changes shall occur without prior written notice to COUNTY and written approval of the rate change by COUNTY. D. The compensation paid to CONTRACTOR pursuant to this Agreement for ser- vices described in Section B above shall not exceed $10,000. Transient Occupancy Tax Consulting Services OBJECTIVE HdL shall provide the County with the analysis and recommendations needed to confidently decide whether to implement a Transient Occupancy Tax. COMPETITIVE ENVIRONMENT ASSESSMENT To help the County understand how proposed changes would affect the County competitive posi- tion, HdL shall: A. Select three comparable jurisdictions for analysis (subject to written County ap- proval). B. Compare key financial and economic metrics between the County jurisdiction and the comparison jurisdictions (contingent on data being available). C. Model the revenue and competitive impacts of adopting tax rates from comparison jurisdictions. D. Test these impacts on a representative sample of hypothetical lodging providers. TAX STRUCTURE OPTIONS Working with County staff,HdL shall develop alternative tax structure options that are tailored to the County community's needs. For each option, HdL shall: A. Compare projected revenues against comparison jurisdictions. B. Create visual representations of proposed tax rates and estimated revenue. DECISION SUPPORT ANALYSIS To give the County confidence in the County's final decision,HdL shall: A. Assess how each option supports the County's general service delivery funding goals. 16 B. Identify potential risks and mitigation strategies. P-25-578 C. Assist in drafting ordinance language with an eye towards administrative efficiency. D. Provide recommendations on key implementation outcomes that the County will want to consider if the tax moves forward. KEY STAFF UPDATE MEETINGS To ensure efficient project management and keep the County informed at critical decision points, HdL shall conduct five structured meetings with key County staff: A. Project kickoff meeting: Confirm data availability, finalize comparison jurisdictions, and establish project timeline. B. Baseline analysis meeting:Present competitive assessment findings. C. Options development meeting: Review preliminary tax structure alternatives and gather staff input. D. Impact analysis meeting: Present detailed impact analysis for each option and dis- cuss trade-offs E. Final recommendations meeting: Review final analysis and recommendations before report completion, including implementation recommendations. These focused meetings will keep the project moving efficiently while ensuring the County team has the information needed for confident decision-making. OPTIONAL BOARD OF SUPERVISORS PRESENTATION Upon request, HdL shall present the study's findings and recommendations to the County Board of Supervisors via virtual presentation. This optional service includes: A. A concise presentation of key findings, competitive analysis,and recommendations. B. Visual presentation of proposed tax structure options and their impacts. C. Response to Board questions about the analysis and recommendations. D. Support for Board's decision-making process on proposed changes. DELIVERABLES A. HdL shall prepare a written report containing analysis and findings, including the competitive environment assessment, the tax structure options, and the decision support analysis described above. HdL shall present the preliminary written report to COUNTY Administrative Office staff for review and comment prior to issuing a final draft of the written report. The written report is not final, and HdL has not sat- isfied its deliverable obligation, until the COUNTY's Administrative Officer has given a written notice of acceptance of the final written report. B. HdL shall prepare a PowerPoint presentation summarizing findings, impacts, and recommendations in the final written report. HdL shall present the draft presentation to COUNTY staff for review and comment prior to issuing the final presentation. The presentation is not final, and HdL has not satisfied its deliverable obligation, until the COUNTY's Administrative Officer has given a written notice of ac- ceptance of the final PowerPoint presentation. Transient Occupancy Tax Consulting Services Fees The fee for Transient Occupancy Tax Consulting services is $30,000, due 45% at the project kick- off meeting,45% after the options development meeting, and 10%upon final delivery of the deliv- erables. 17 P-25-578 Schedule B Data Security 1. Definitions Capitalized terms used in this Exhibit F 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 F. (C) "Director" means the County's Director of Internal Services/Chief Information Officer 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 F. (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 F. 18 P-25-578 Schedule B Data Security (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 F; (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 19 P-25-578 Schedule B Data Security 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. (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 F, 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) 20 P-25-578 Schedule B Data Security 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 remote wipe feature always enabled, all of which is subject to express prior written consent of the Director; (iv) encrypting all Personal Information at advance encryption standards of Advanced Encryption Standards (AES) of 128 bit or higher (a) stored on any mobile devices, including but not limited to hard disks, portable storage devices, or remote installation, or(b)transmitted over public or wireless networks (the encrypted Personal Information must be subject to password or pass phrase, and be stored on a secure server and transferred by means of a Virtual Private Network (VPN) connection, or another type of secure connection, all of which is subject to express prior written consent of the Director); (v) strictly segregating Personal Information from all other information of the Contractor, including any Authorized Person, or anyone with whom the Contractor or any Authorized Person deals so that Personal Information is not commingled with any other types of information; (vi) having a patch management process including installation of all operating system and software vendor security patches; (vii) maintaining appropriate personnel security and integrity procedures and practices, including, but not limited to, conducting background checks of Authorized Employees consistent with applicable law; and (viii) providing appropriate privacy and information security training to Authorized Employees. (D) During the term of each Authorized Employee's employment by the Contractor, the Contractor shall cause such Authorized Employees to abide strictly by the Contractor's obligations under this Exhibit F. 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 21 P-25-578 Schedule B Data Security available to assist the County twenty-four(24) hours per day, seven (7) days per week as a contact in resolving the Contractor's and any Authorized Persons' obligations associated with a Security Breach or a Privacy Practices Complaint. (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, followed promptly by email at the following email address: (559) 600-6200 /servicedesk@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 F, 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 F, all at the Contractor's sole expense, in accordance with applicable privacy rights, laws, regulations and standards. 22 P-25-578 Schedule B Data Security In the event the Contractor discovers a Security Breach, the Contractor shall treat the Privacy Practices Complaint as a Security Breach. Within 24 hours of the Contractor's receipt of notification of such Privacy Practices Complaint, the Contractor shall notify the County whether the matter is a Security Breach, or otherwise has been corrected and the manner of correction, or determined not to require corrective action and the reason 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 F. (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 F, 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 F. (C) The Contractor shall ensure that all Authorized Persons who Use Personal Information agree to the same restrictions and conditions in this Exhibit F. 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. 23 P-25-578 Schedule B Data Security 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 F, 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 F 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 F 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 F 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 F 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. 24 P-25-578 Schedule B Data Security 9. Survival.The respective rights and obligations of the Contractor and the County as stated in this Exhibit F shall survive the termination of this Agreement. 10.No Third Party Beneficiary. Nothing express or implied in the provisions of in this Exhibit F is intended to confer, nor shall anything in this Exhibit F 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.