HomeMy WebLinkAboutAgreement A-25-625 with Northwest Capital Management.pdf I
Docusign Envelope ID: BCD4865A-OAFE-4282-8836-C2F574F95955
Agreement No. 25-625
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated December 9, 2025 and is between
3 Northwest Capital Management, Inc., an Oregon, limited liability company, whose address is 1
4 Centerpointe Drive, Suite 115, Lake Oswego, OR 97035 ("Contractor"), and the County of Fresno,
5 a political subdivision of the State of California ("County").
6 Recitals
7 WHEREAS, the County intends to maintain the "County of Fresno 457(b) Deferred
8 Compensation Plan" and the "County of Fresno 401(a) Defined Contribution Plan", hereinafter
9 referred to collectively as the "Plans", for its eligible employees in accordance with Sections 457
10 and 401 of the Internal Revenue Code for the purpose of providing certain benefits to its
11 employees, and;
12 WHEREAS, the Plans require consulting services, which include: maintaining the Plans'
13 investment policy statement, monitoring the Plans' investments, selecting investments for the
14 Plans, providing fiduciary support to the Deferred Compensation Management Council (the
15 "DCMC"), monitoring the performance of the Plans' service-providers, and assisting the DCMC
16 and County staff with procuring the Plans' service-providers; and
17 WHEREAS, the County issued RFP No. 25-105 for consulting services to the Plans and
18 Contractor submitted the most responsive bid; and
19 WHEREAS, County and Contractor wish to enter into an agreement where Contractor
20 provides services detailed in Exhibit A to this Agreement.
21 The parties therefore agree as follows:
22 Article 1
23 Contractor's Services
24 1.1 Scope of Services. The Contractor shall perform all the services provided in Exhibit
25 A to this Agreement, titled "Scope of Services."
26 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and able
27 to perform all of the services provided in this Agreement.
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1 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
2 applicable federal, state, and local laws and regulations in the performance of its obligations under
3 this Agreement, including but not limited to workers compensation, labor, and confidentiality laws
4 and regulations.
5 1.4 Data Security. The Contractor will follow present practices as outlined in Exhibit E to
6 this Agreement, titled "Data Security."
7 Article 2
8 County's Responsibilities
9 2.1 The County shall authorize and direct the Plans' Record-keeper to provide Contractor
10 with the Plans' participant account and investment data, including but not limited to the following:
11 (A) The Plans' total assets and asset allocation data.
12 (B) The Plan's participation information.
13 (C)Access to the Plans' Plan Sponsor website for the purpose of viewing and
14 retrieving reports. Said access shall not include access to individual participant accounts.
15 (D) Other relevant Deferred Compensation Plan reports and data as required for
16 Contractor to provide consultation services.
17 Article 3
18 Compensation, Invoices, and Payments
19 3.1 The County agrees to pay, and the Contractor agrees to receive, compensation for the
20 performance of its services under this Agreement as described in Exhibit B to this Agreement,
21 titled "Compensation."
22 3.2 Maximum Compensation.
23 (A) For the period of January 1, 2026 to December 31, 2026, the maximum
24 compensation payable by the County to the Contractor shall not exceed Fifty Thousand
25 Dollars ($50,000.00). For the period of January 1, 2027 to December 31, 2027, the
26 maximum compensation payable by the County to the Contractor shall not exceed Fifty
27 Thousand Dollars ($50,000.00). For the period of January 1, 2028 to December 31, 2028,
28 the maximum compensation payable by the County to the Contractor shall not exceed
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1 Fifty Thousand Dollars ($50,000.00). For the period of January 1, 2029 to December 31,
2 2029, the maximum compensation payable by the County to the Contractor shall not
3 exceed Fifty Thousand Dollars ($50,000.00). For the period of January 1, 2030 to
4 December 31, 2030, the maximum compensation payable by the County to the Contractor
5 shall not exceed Fifty Thousand Dollars ($50,000.00).
6 (B) The maximum compensation payable by the County to the Contractor to attend in-
7 person, on-site Deferred Compensation Management Council meetings, in addition to the
8 four (4) quarterly meetings per calendar year described in Section A4(2) of Exhibit A to
9 this Agreement, titled "Scope of Services," is Ten Thousand Dollars ($10,000.00).
10 (C) The maximum compensation payable by the County to the Contractor to perform
11 the services described in Section A8 of Exhibit A to this Agreement, titled "Scope of
12 Services" is Twenty-Five Thousand Dollars ($25,000.00).
13 3.3 Total Maximum Compensation. In no event shall the total maximum compensation
14 payable to the Contractor for services performed under this Agreement exceed Two Hundred
15 Eighty-Five Thousand Dollars ($285,000.00) for the full five (5) year term of this Agreement. The
16 Contractor acknowledges that the County is a local government entity, and does so with notice
17 that the County's powers are limited by the California Constitution and by State law, and with
18 notice that the Contractor may receive compensation under this Agreement only for services
19 performed according to the terms of this Agreement and while this Agreement is in effect, and
20 subject to the maximum amount payable under this section. The Contractor further acknowledges
21 that County employees have no authority to pay the Contractor except as expressly provided in
22 this Agreement.
23 3.4 Invoices. The Contractor shall submit quarterly invoices to the Director of Human
24 Resources, pursuant to Article 5, "Notices," below.The Contractor shall submit each invoice within
25 60 days after the quarter in which the Contractor performs services and in any case within 60
26 days after the end of the term or termination of this Agreement.
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1 3.5 Payment. The County shall pay each correctly completed and timely submitted invoice
2 within 45 days after receipt. The County shall remit any payment to the Contractor's address
3 specified in the invoice.
4 3.6 Incidental Expenses. The Contractor is solely responsible for all of its costs and
5 expenses that are not specified as payable by the County under this Agreement.
6 Article 4
7 Term of Agreement
8 4.1 Term. This Agreement is effective on January 1, 2026 and terminates on December
9 31, 2030, except as provided in Article 6, "Termination and Suspension," below.
10 4.2 Extension. The term of this Agreement may not be extended.
11 Article 5
12 Notices
13 5.1 Contact Information. The persons and their addresses having authority to give and
14 receive notices provided for or permitted under this Agreement include the following:
15 For the County: For the Contractor:
16 Director of Human Resources Chief Legal Officer
County of Fresno NWCM, Inc.
17 2220 Tulare Street, 14th Floor 1 Centerpointe Drive, Suite 115
18 Fresno, CA 93721 Lake Oswego, OR 97035
19 Email Address: HRBenefitsCcDFresnoCountyCA.gov Email Address: plandepartment@nwcm.com
Fax: (559)455-4787
20
21 5.2 Change of Contact Information. Either party may change the information in section
22 5.1 by giving notice as provided in section 5.3.
23 5.3 Method of Delivery. Each notice between the County and the Contractor provided for
24 or permitted under this Agreement must be in writing, state that it is a notice provided under this
25 Agreement, and be delivered either by personal service, by first-class United States mail, by an
26 overnight commercial courier service, by telephonic facsimile transmission, or by Portable
27 Document Format (PDF) document attached to an email.
28 (A) A notice delivered by personal service is effective upon service to the recipient.
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1 (B) A notice delivered by first-class United States mail is effective three County
2 business days after deposit in the United States mail, postage prepaid, addressed to the recipient.
3 (C)A notice delivered by an overnight commercial courier service is effective one
4 County business day after deposit with the overnight commercial courier service, delivery fees
5 prepaid, with delivery instructions given for next day delivery, addressed to the recipient.
6 (D)A notice delivered by telephonic facsimile transmission or by PDF document
7 attached to an email is effective when transmission to the recipient is completed (but, if such
8 transmission is completed outside of County business hours, then such delivery is deemed to be
9 effective at the next beginning of a County business day), provided that the sender maintains a
10 machine record of the completed transmission.
11 5.4 Claims Presentation. For all claims arising from or related to this Agreement, nothing
12 in this Agreement establishes, waives, or modifies any claims presentation requirements or
13 procedures provided by law, including the Government Claims Act (Division 3.6 of Title 1 of the
14 Government Code, beginning with section 810).
15 Article 6
16 Termination and Suspension
17 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
18 contingent on the approval of funds by the appropriating government agency. If sufficient funds
19 are not allocated, then the County, upon at least 30 days'advance written notice to the Contractor,
20 may:
21 (A) Modify the services provided by the Contractor under this Agreement; or
22 (B) Terminate this Agreement.
23 6.2 Termination for Breach.
24 (A) Upon determining that a breach (as defined in paragraph (C) below) has occurred,
25 the County may give written notice of the breach to the Contractor. The written notice may
26 suspend performance under this Agreement, and must provide at least 30 days for the Contractor
27 to cure the breach.
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1 (B) If the Contractor fails to cure the breach to the County's satisfaction within the time
2 stated in the written notice, the County may terminate this Agreement immediately.
3 (C) For purposes of this section, a breach occurs when, in the determination of the
4 County, the Contractor has:
5 (1) Obtained or used funds illegally or improperly;
6 (2) Failed to comply with any part of this Agreement;
7 (3) Submitted a substantially incorrect or incomplete report to the County; or
8 (4) Improperly performed any of its obligations under this Agreement.
9 6.3 Termination without Cause. In circumstances other than those set forth above, the
10 County may terminate this Agreement by giving at least 30 days advance written notice to the
11 Contractor.
12 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
13 under this Article 6 is without penalty to or further obligation of the County.
14 6.5 County's Rights upon Termination. Upon termination for breach under this Article
15 6, the County may demand repayment by the Contractor of any monies disbursed to the
16 Contractor under this Agreement that, in the County's sole judgment, were not expended in
17 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
18 demand. This section survives the termination of this Agreement.
19 Article 7
20 Independent Contractor
21 7.1 Status. In performing under this Agreement, the Contractor, including its officers,
22 agents, employees, and volunteers, is at all times acting and performing as an independent
23 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint
24 venturer, partner, or associate of the County.
25 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
26 manner or method of the Contractor's performance under this Agreement, but the County may
27 verify that the Contractor is performing according to the terms of this Agreement.
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1 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no
2 right to employment rights or benefits available to County employees. The Contractor is solely
3 responsible for providing to its own employees all employee benefits required by law. The
4 Contractor shall save the County harmless from all matters relating to the payment of Contractor's
5 employees, including compliance with Social Security withholding and all related regulations.
6 7.4 Services to Others. The parties acknowledge that, during the term of this Agreement,
7 the Contractor may provide services to others unrelated to the County.
8 Article 8
9 Indemnity and Defense
10 8.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the County
11 (including its officers, agents, employees, and volunteers) against all claims, demands, injuries,
12 damages, costs, expenses (including attorney fees and costs), fines, penalties, and liabilities of
13 any kind to the County, the Contractor, or any third party that arise from or relate to the
14 performance or failure to perform by the Contractor (or any of its officers, agents, subcontractors,
15 or employees) under this Agreement. The County may conduct or participate in its own defense
16 without affecting the Contractor's obligation to indemnify and hold harmless or defend the County.
17 8.2 Survival. This Article 8 survives the termination of this Agreement.
18 Article 9
19 Insurance
20 9.1 The Contractor shall comply with all the insurance requirements in Exhibit D to this
21 Agreement.
22 Article 10
23 Inspections, Audits, and Public Records
24 10.1 Inspection of Documents. The Contractor shall make available to the County, and
25 the County may examine at any time during business hours and as often as the County deems
26 necessary, all of the Contractor's records and data with respect to the matters covered by this
27 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
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1 request by the County, permit the County to audit and inspect all of such records and data to
2 ensure the Contractor's compliance with the terms of this Agreement.
3 10.2 State Audit Requirements. If the compensation to be paid by the County under this
4 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
5 California State Auditor, as provided in Government Code section 8546.7, for a period of three
6 years after final payment under this Agreement. This section survives the termination of this
7 Agreement.
8 10.3 Public Records. The County is not limited in any manner with respect to its public
9 disclosure of this Agreement or any record or data that the Contractor may provide to the County.
10 The County's public disclosure of this Agreement or any record or data that the Contractor may
11 provide to the County may include but is not limited to the following:
12 (A) The County may voluntarily, or upon request by any member of the public or
13 governmental agency, disclose this Agreement to the public or such governmental agency.
14 (B) The County may voluntarily, or upon request by any member of the public or
15 governmental agency, disclose to the public or such governmental agency any record or data that
16 the Contractor may provide to the County, unless such disclosure is prohibited by court order.
17 (C) This Agreement, and any record or data that the Contractor may provide to the
18 County, is subject to public disclosure under the Ralph M. Brown Act (California Government
19 Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
20 (D) This Agreement, and any record or data that the Contractor may provide to the
21 County, is subject to public disclosure as a public record under the California Public Records Act
22 (California Government Code, Title 1, Division 10, beginning with section 7920.000) ("CPRA").
23 (E) This Agreement, and any record or data that the Contractor may provide to the
24 County, is subject to public disclosure as information concerning the conduct of the people's
25 business of the State of California under California Constitution, Article 1, section 3, subdivision
26 (b).
27 (F) Any marking of confidentiality or restricted access upon or otherwise made with
28 respect to any record or data that the Contractor may provide to the County shall be disregarded
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1 and have no effect on the County's right or duty to disclose to the public or governmental agency
2 any such record or data.
3 10.4 Public Records Act Requests. If the County receives a written or oral request under
4 the CPRA to publicly disclose any record that is in the Contractor's possession or control, and
5 which the County has a right, under any provision of this Agreement or applicable law, to possess
6 or control, then the County may demand, in writing, that the Contractor deliver to the County, for
7 purposes of public disclosure, the requested records that may be in the possession or control of
8 the Contractor. Within five business days after the County's demand, the Contractor shall (a)
9 deliver to the County all of the requested records that are in the Contractor's possession or control,
10 together with a written statement that the Contractor, after conducting a diligent search, has
11 produced all requested records that are in the Contractor's possession or control, or (b) provide
12 to the County a written statement that the Contractor, after conducting a diligent search, does not
13 possess or control any of the requested records. The Contractor shall cooperate with the County
14 with respect to any County demand for such records. If the Contractor wishes to assert that any
15 specific record or data is exempt from disclosure under the CPRA or other applicable law, it must
16 deliver the record or data to the County and assert the exemption by citation to specific legal
17 authority within the written statement that it provides to the County under this section. The
18 Contractor's assertion of any exemption from disclosure is not binding on the County, but the
19 County will give at least 10 days' advance written notice to the Contractor before disclosing any
20 record subject to the Contractor's assertion of exemption from disclosure. The Contractor shall
21 indemnify the County for any court-ordered award of costs or attorney's fees under the CPRA that
22 results from the Contractor's delay, claim of exemption, failure to produce any such records, or
23 failure to cooperate with the County with respect to any County demand for any such records.
24 Article 11
25 Disclosure of Self-Dealing Transactions
26 11.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation, or
27 changes its status to operate as a corporation.
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1 11.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
2 self-dealing transaction, he or she shall disclose the transaction by completing and signing a "Self-
3 Dealing Transaction Disclosure Form" (Exhibit C to this Agreement) and submitting it to the
4 County before commencing the transaction or immediately after.
5 11.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
6 a party and in which one or more of its directors, as an individual, has a material financial interest.
7 Article 12
8 General Terms
9 12.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
10 Agreement may not be modified, and no waiver is effective, except by written agreement signed
11 by both parties. The Contractor acknowledges that County employees have no authority to modify
12 this Agreement except as expressly provided in this Agreement.
13 12.2 Non-Assignment. Neither party may assign its rights or delegate its obligations under
14 this Agreement without the prior written consent of the other party.
15 12.3 Governing Law. The laws of the State of California govern all matters arising from or
16 related to this Agreement.
17 12.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno County,
18 California. Contractor consents to California jurisdiction for actions arising from or related to this
19 Agreement, and, subject to the Government Claims Act, all such actions must be brought and
20 maintained in Fresno County.
21 12.5 Construction. The final form of this Agreement is the result of the parties' combined
22 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be ambiguous,
23 that ambiguity shall not be resolved by construing the terms of this Agreement against either party.
24 12.6 Days. Unless otherwise specified, "days" means calendar days.
25 12.7 Headings. The headings and section titles in this Agreement are for convenience only
26 and are not part of this Agreement.
27 12.8 Severability. If anything in this Agreement is found by a court of competent jurisdiction
28 to be unlawful or otherwise unenforceable, the balance of this Agreement remains in effect, and
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1 the parties shall make best efforts to replace the unlawful or unenforceable part of this Agreement
2 with lawful and enforceable terms intended to accomplish the parties' original intent.
3 12.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
4 not unlawfully discriminate against any employee or applicant for employment, or recipient of
5 services, because of race, religious creed, color, national origin, ancestry, physical disability,
6 mental disability, medical condition, genetic information, marital status, sex, gender, gender
7 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
8 all applicable State of California and federal statutes and regulation.
9 12.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
10 of the Contractor under this Agreement on any one or more occasions is not a waiver of
11 performance of any continuing or other obligation of the Contractor and does not prohibit
12 enforcement by the County of any obligation on any other occasion.
13 12.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
14 between the Contractor and the County with respect to the subject matter of this Agreement, and
15 it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
16 publications, and understandings of any nature unless those things are expressly included in this
17 Agreement. If there is any inconsistency between the terms of this Agreement without its exhibits
18 and the terms of the exhibits, then the inconsistency will be resolved by giving precedence first to
19 the terms of this Agreement without its exhibits, and then to the terms of the exhibits.
20 12.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to create
21 any rights or obligations for any person or entity except for the parties.
22 12.13 Authorized Signature. The Contractor represents and warrants to the County that:
23 (A) The Contractor is duly authorized and empowered to sign and perform its
24 obligations under this Agreement.
25 (B) The individual signing this Agreement on behalf of the Contractor is duly authorized
26 to do so and his or her signature on this Agreement legally binds the Contractor to the terms of
27 this Agreement.
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1 12.14 Electronic Signatures. The parties agree that this Agreement may be executed by
2 electronic signature as provided in this section.
3 (A) An "electronic signature" means any symbol or process intended by an individual
4 signing this Agreement to represent their signature, including but not limited to (1) a digital
5 signature; (2)a faxed version of an original handwritten signature; or(3)an electronically scanned
6 and transmitted (for example by PDF document) version of an original handwritten signature.
7 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
8 equivalent to a valid original handwritten signature of the person signing this Agreement for all
9 purposes, including but not limited to evidentiary proof in any administrative orjudicial proceeding,
10 and (2) has the same force and effect as the valid original handwritten signature of that person.
11 (C) The provisions of this section satisfy the requirements of Civil Code section 1633.5,
12 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5,
13 beginning with section 1633.1).
14 (D) Each party using a digital signature represents that it has undertaken and satisfied
15 the requirements of Government Code section 16.5, subdivision (a), paragraphs (1) through (5),
16 and agrees that each other party may rely upon that representation.
17 (E) This Agreement is not conditioned upon the parties conducting the transactions
18 under it by electronic means and either party may sign this Agreement with an original handwritten
19 signature.
20 12.15 Counterparts. This Agreement may be signed in counterparts, each of which is an
21 original, and all of which together constitute this Agreement.
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1 The parties are signing this Agreement on the date stated in the introductory clause.
2
NORTHWEST CAPITAL MANAGEMENT, COUNTY OF FRESNO
3 INC.
4 Signed by:
5 .
`n
Name: Julie Pine Ernest Buddy MencWs, Chairman of the Board
6 Title: Chief Legal & Administrative Officer & of Supervisors of the County of Fresno
Corporate Secretary
7 Attest:
1 Centerpointe Drive, Suite 115 Bernice E. Seidel
8 Lake Oswego, OR 97035 Clerk of the Board of Supervisors
County of Fresno, State of California
9
10 By:
Deput
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For accounting use only:
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Org No.: 89250200
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Account No.: 7295
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Fund No.: 1060
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Subclass No.: 10000
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Exhibit A
1 Scope of Services
2 The Contractor shall provide to the County and the Plans all services described in this Exhibit A.
3 Al. Investment Policy Statement.
4 (1) Develop and regularly assess the appropriateness of investment benchmarks,
5 data points, and content in the Investment Policy Statement (IPS).
6 A2. Investment Monitoring.
7 (1) Prepare quarterly investment due diligence reports on the performance of
8 investments, including the Stable Value Fund, against IPS benchmarks, with an executive
9 summary for each fund.
10 (2) Provide an overview of market conditions and performance, including, but not
11 limited to the following markets: domestic and international stocks, bonds, and cash equivalents.
12 (3) Provide investment performance analysis with performance attribution due to
13 changes in firm organization, key personnel, fund management process/style, investment
14 guidelines, etc.
15 (4) Advise the DCMC and staff on industry trends, new investment products, and
16 methods of offering investment products.
17 A3. Investment Selection.
18 (1) Make recommendations to the DCMC regarding investments that warrant
19 placement on the Watch List due to underperformance, manager changes, etc.
20 (2) Conduct fund searches and recommend replacement and/or new options in
21 compliance with the IPS.
22 (3) Work with record-keeper to ensure that DCMC-approved investment lineup
23 changes are implemented as soon as administratively practicable.
24 A4. Quarterly Reporting and DCMC Meeting Attendance.
25 (1) Provide quarterly reports to staff for review in advance of Brown Act notice
26 deadlines.
27 (2) Attend quarterly DCMC meetings (and special DCMC meetings, if necessary), to
28 present reports and make recommendations.
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Exhibit A
1 A5. Fiduciary Support and Plan Governance.
2 (1) Accept fiduciary responsibility for services performed, pursuant to ERISA §3(21).
3 (2) Provide regular fiduciary training and guidance for DCMC members, including, but
4 not limited to fiduciary duties & responsibilities, industry developments, and best practices.
5 (3) Assist in developing or updating plan governance documents, such as plan
6 documents, bylaws, etc.
7 (4) Assist the Plans' in complying with applicable IRS regulations, California law, and
8 ERISA provisions by notifying the DCMC and staff of changes in laws, regulations, and industry
9 best practices.
10 A6. Participant Enrollment, Contribution, and Education Objectives.
11 (1) Assist in the development and implementation of participant enrollment,
12 contribution, investment allocation, and education objectives, including communication strategy
13 and materials.
14 (2) Prepare a report for the DCMC, no less than annually, evaluating the progress of
15 participant enrollment, contribution, investment allocation, and education objectives.
16 (3) Recommend third-party providers of education services, tools, software, etc.
17 AT Vendor Performance Monitoring.
18 (1) Assist the DCMC and staff with enforcing the terms of the record-keeping services
19 agreement, including, but not limited to: determining whether record-keeping services, vendor
20 staff performance, and participant education services meet or exceed the terms of the agreement
21 and addressing service and/or performance problems directly with the record-keeper.
22 (2) Assist the DCMC and staff with enforcing the terms of third-party service
23 agreements for participant education or other services.
24 A8. Vendor Procurement.
25 (1) In advance of the RFP process, prepare an industry benchmark report for record-
26 keeping pricing and services.
27 (2) Create an RFP for 457b deferred compensation plan record-keeping services.
28 (3) Create a list of qualified vendors with contact information which the County may
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Exhibit A
1 use to distribute the RFP.
2 (4) Evaluate proposals and provide recommendation of finalists with a summary
3 comparison report.
4 (5) Assist with contract negotiation.
5 (6) Oversee all aspects of a record-keeper transition (if necessary) including:
6 a. Attend regular conference calls with County and selected record-keeper
7 b. Enforce progress of established timeline.
8 C. Review and make recommendations regarding participant communication
9 and education materials developed by the selected record-keeper.
10 d. As required, assist the DCMC and County staff in meeting with or making
11 presentations to various Plan stakeholder groups regarding the new record-keeper and the
12 transition process.
13 e. Oversee the migration of the current investment options, investment
14 managers and record-keeping services to the selected service provider.
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Exhibit B
1 Compensation
2 The Contractor will be compensated for performance of its services under this Agreement
3 as provided in this Exhibit B. The Contractor is not entitled to any compensation except as
4 expressly provided in this Exhibit B.
5 B1. Quarterly fee of Twelve Thousand Five Hundred Dollars ($12,500.00)(i.e., Fifty Thousand
6 Dollars ($50,000.00) annualized).
7 B2. In any quarter where the County agrees, in writing, for the Contractor to virtually attend
8 the quarterly Deferred Compensation Management Council meeting, the quarterly fee referenced
9 in Section B1, above, of this Exhibit B will be reduced to Ten Thousand Dollars ($10,000.00). The
10 minimum annual fee payable by the County to the Contractor for the Contractor's virtual
11 attendance at four (4) quarterly Deferred Compensation Management Council meetings will be
12 Forty Thousand Dollars ($40,000.00).
13 B3. A fee of Twenty-Five Thousand Dollars ($25,000.00) for providing the services described
14 in Section A8 of Exhibit A, to this Agreement, titled "Scope of Services," upon request, in writing,
15 by the County to the Contractor.
16 B4. A fee of Two Thousand Five Hundred Dollars ($2,500.00) per meeting for the Contractor's
17 attendance in-person and on-site at each Deferred Compensation Management Council meeting
18 scheduled in addition to the four (4) quarterly Deferred Compensation Management Council
19 meetings scheduled per calendar year, described in Section A4(2) of Exhibit A to this Agreement,
20 titled "Scope of Services," upon request, in writing, by the County to the Contractor.
21
22
23
24
25
26
27
28
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Exhibit C
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno ("County"), members of a
contractor's board of directors ("County Contractor'), must disclose any self-dealing transactions
that they are a party to while providing goods, performing services, or both for the County. A self-
dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in
which one or more of its directors has a material financial interest."
The definition above will be used for purposes of completing this disclosure form.
Instructions
(1) Enter board member's name,job title (if applicable), and date this disclosure is being made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the County Contractor has the
transaction; and
b. The nature of the material financial interest in the County Contractor transaction
that the board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
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Exhibit C
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a party
to)
(4) Explain why this self-dealing transaction is consistent with the requirements of
Corporations Code § 5233 (a)
(5) Authorized Signature
Signature: Date:
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Exhibit D
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from the Contractor or any third parties,
Contractor, at its sole expense, shall maintain in full force and effect the following insurance
policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsement to this
policy naming the County of Fresno, its officers, agents, employees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County
is excess only and not contributing with insurance provided under the Contractor's policy.
(B) Automobile Liability.Automobile liability insurance with limits of not less than One Million
Dollars ($1,000,000) per occurrence for bodily injury and for property damages. Coverage
must include any auto used in connection with this Agreement.
(C)Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One Million
Dollars ($1,000,000) per occurrence for bodily injury and for disease.
(E) Professional Liability. Professional liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million
Dollars ($3,000,000). If this is a claims-made policy, then (1) the retroactive date must be
prior to the date on which services began under this Agreement; (2) the Contractor shall
maintain the policy and provide to the County annual evidence of insurance for not less
than five years after completion of services under this Agreement; and (3) if the policy is
canceled or not renewed, and not replaced with another claims-made policy with a
retroactive date prior to the date on which services begin under this Agreement, then the
Contractor shall purchase extended reporting coverage on its claims-made policy for a
minimum of five years after completion of services under this Agreement.
(F) Cyber Liability. Cyber liability insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence. Coverage must include claims involving Cyber Risks. The
cyber liability policy must be endorsed to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited to
information or data) that is in the care, custody, or control of the Contractor.
Definition of Cyber Risks. "Cyber Risks" include but are not limited to—
(i) Security Breach, which may (ii) data breach;
include Disclosure of Personal (iii) breach of any of the Contractor's
Information to an Unauthorized
obligations under Exhibit E of this
Third Party; Agreement;
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Exhibit D
(iv) system failure; (xiii) cyber extortion;
(v) data recovery; (xiv) extortion related to the Contractor's
(vi) failure to timely disclose data obligations under this Agreement
breach or Security Breach; regarding electronic information,
including Personal Information;
(vii) failure to comply with privacy (xv) fraudulent instruction;
policy;
(viii) payment card liabilities and costs;
(xvi) funds transfer fraud;
(ix) infringement of intellectual (xvii) telephone fraud;
property, including but not limited (xviii)network security;
to infringement of copyright, (xix) data breach response costs, including
trademark, and trade dress; Security Breach response costs;
(x) invasion of privacy, including release (xx) regulatory fines and penalties related
of private information; to the Contractor's obligations under
(xi) information theft; this Agreement regarding electronic
(xii) damage to or destruction or alteration information, including Personal
of electronic information;
Information; and
(xxi) credit monitoring expenses.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement, and
at any time during the term of this Agreement as requested by the County's Risk Manager
or the County Administrative Office, the Contractor shall deliver, or cause its broker or
producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th Floor, Fresno,
California 93721, or iRRiskManagement a�tresnocountyca.qu , and by mail or email to
the person identified to receive notices under this Agreement, certificates of insurance and
endorsements for all of the coverages required under this Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the
Contractor has waived its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy required
by this Agreement and that waiver does not invalidate the insurance policy.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
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Exhibit D
(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 the Contractor's obligations under this Agreement,
including but not limited to claims involving Cyber Risks, as that term is defined in
this Agreement.
(vi) The cyber liability insurance certificate must also state that it is endorsed, and
include an endorsement, to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited
to information or data) that is in the care, custody, or control of the Contractor.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VI I.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
the insurer to provide to the County, written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
County not less than 10 days in advance of cancellation. For cancellation of the policy for
any other reason, and for any other change to the policy, the Contractor shall, or shall
cause the insurer to, provide written notice to the County not less than 30 days in advance
of cancellation or change. The County in its sole discretion may determine that the failure
of the Contractor or its insurer to timely provide a written notice required by this paragraph
is a breach of this Agreement.
(D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this Agreement,
then the County requires and is entitled to the broader coverage, higher limits, or both. To
that end, the Contractor shall deliver, or cause its broker or producer to deliver, to the
County's Risk Manager certificates of insurance and endorsements for all of the coverages
that have such broader coverage, higher limits, or both, as required under this Agreement.
(E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its
officers, agents, employees, and volunteers any amounts paid under the policy of worker's
compensation insurance required by this Agreement. The Contractor is solely responsible
to obtain any policy endorsement that may be necessary to accomplish that waiver, but
the Contractor's waiver of subrogation under this paragraph is effective whether or not the
Contractor obtains such an endorsement.
(F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
in effect at all times any insurance coverage required under this Agreement, the County
may, in addition to any other remedies it may have, suspend or terminate this Agreement
upon the occurrence of that failure, or purchase such insurance coverage, and charge the
cost of that coverage to the Contractor. The County may offset such charges against any
amounts owed by the County to the Contractor under this Agreement.
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Exhibit D
(G)Subcontractors. The Contractor shall require and verify that all subcontractors used by
the Contractor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
the Contractor to provide services under this Agreement using subcontractors.
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Exhibit E
Data Security
1. Definitions
Capitalized terms used in this Exhibit E have the meanings set forth in this section 1.
(A) "Authorized Employees" means the Contractor's employees who have access to
Personal Information.
(B) "Authorized Persons" means: (i) any and all Authorized Employees; and (ii) any and all
of the Contractor's subcontractors, representatives, agents, outsourcers, and
consultants, and providers of professional services to the Contractor, who have access
to Personal Information and are bound by law or in writing by confidentiality obligations
sufficient to protect Personal Information in accordance with the terms of this Exhibit E.
(C) "Director" means the 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 E.
(H) "Security Safeguards" means physical, technical, administrative or organizational
security procedures and practices put in place by the Contractor (or any Authorized
Persons) that relate to the protection of the security, confidentiality, value, or integrity of
Personal Information. Security Safeguards shall satisfy the minimal requirements set
forth in section 3(C) of this Exhibit E.
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Exhibit E
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 County that the Contractor shall:
(i) keep and maintain all Personal Information in strict confidence, using such
degree of care under this section 2 as is reasonable and appropriate to avoid a
Security Breach;
(ii) Use Personal Information exclusively for the purposes for which the Personal
Information is made accessible to the Contractor pursuant to the terms of this
Exhibit E;
(iii) not Use, Disclose, sell, rent, license, or otherwise make available Personal
Information for the Contractor's own purposes or for the benefit of anyone other
than the County, without the County's express prior written consent, which the
County may give or withhold in its sole and absolute discretion; and
(iv) not, directly or indirectly, Disclose Personal Information to any person (an
"Unauthorized Third Party") other than Authorized Persons pursuant to this
Agreement, without the Director's express prior written consent.
(D) Notwithstanding the foregoing paragraph, in any case in which the Contractor believes it,
or any Authorized Person, is required to disclose Personal Information to government
regulatory authorities, or pursuant to a legal proceeding, or otherwise as may be
required by applicable law, Contractor shall (i) immediately notify the County of the
specific demand for, and legal authority for the disclosure, including providing County
with a copy of any notice, discovery demand, subpoena, or order, as applicable,
received by the Contractor, or any Authorized Person, from any government regulatory
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Exhibit E
Data Security
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.
(E) The Contractor shall remain liable to the County for the actions and omissions of any
Unauthorized Third Party concerning its Use of such Personal Information as if they
were the Contractor's own actions and omissions.
3. Information Security
(A) The Contractor covenants, represents and warrants to the County that the Contractor's
Use of Personal Information under this Agreement does and will at all times comply with
all applicable federal, state, and local, privacy and data protection laws, as well as all
other applicable regulations and directives, including but not limited to California Civil
Code, Division 3, Part 4, Title 1.81 (beginning with section 1798.80), and the Song-
Beverly Credit Card Act of 1971 (California Civil Code, Division 3, Part 4, Title 1.3,
beginning with section 1747). If the Contractor Uses credit, debit or other payment
cardholder information, the Contractor shall at all times remain in compliance with the
Payment Card Industry Data Security Standard ("PCI DSS") requirements, including
remaining aware at all times of changes to the PCI DSS and promptly implementing and
maintaining all procedures and practices as may be necessary to remain in compliance
with the PCI DSS, in each case, at the Contractor's sole cost and expense.
(B) The Contractor covenants, represents and warrants to the County that, as of the
effective date of this Agreement, the Contractor has not received notice of any violation
of any privacy or data protection laws, as well as any other applicable regulations or
directives, and is not the subject of any pending legal action or investigation by, any
government regulatory authority regarding same.
(C)Without limiting the Contractor's obligations under section 3(A) of this Exhibit E, the
Contractor's (or Authorized Person's) Security Safeguards shall be no less rigorous than
accepted industry practices and, at a minimum, include the following:
(i) limiting Use of Personal Information strictly to the Contractor's and Authorized
Persons' technical and administrative personnel who are necessary for the
Contractor's, or Authorized Persons', Use of the Personal Information pursuant to
this Agreement;
(ii) ensuring that all of the Contractor's connectivity to County computing systems
will only be through the County's security gateways and firewalls, and only
through security procedures approved upon the express prior written consent of
the Director;
(iii) to the extent that they contain or provide access to Personal Information, (a)
securing business facilities, data centers, paper files, servers, back-up systems
and computing equipment, operating systems, and software applications,
including, but not limited to, all mobile devices and other equipment, operating
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Exhibit E
Data Security
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 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 E. The Contractor shall maintain a disciplinary process to
address any unauthorized Use of Personal Information by any Authorized Employees.
(E) The Contractor shall, in a secure manner, backup daily, or more frequently if it is the
Contractor's practice to do so more frequently, Personal Information received from the
County, and the County shall have immediate, real time access, at all times, to such
backups via a secure, remote access connection provided by the Contractor, through the
Internet.
(F) The Contractor shall provide the County with the name and contact information for each
Authorized Employee (including such Authorized Employee's work shift, and at least one
alternate Authorized Employee for each Authorized Employee during such work shift)
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Exhibit E
Data Security
who shall serve as the County's primary security contact with the Contractor and shall be
available to assist the County twenty-four (24) hours per day, seven (7) days per week
as a contact in resolving the Contractor's and any Authorized Persons' obligations
associated with a Security Breach or a Privacy Practices Complaint.
(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) 600-1710 / OIS@fresnocountyca.gov (which telephone
number and email address the County may update by providing notice to the
Contractor), and (ii) preserve all relevant evidence (and cause any affected Authorized
Person to preserve all relevant evidence) relating to the Security Breach. The notification
shall include, to the extent reasonably possible, the identification of each type and the
extent of Personal Information that has been, or is reasonably believed to have been,
breached, including but not limited to, compromised, or subjected to unauthorized Use,
Disclosure, or modification, or any loss or destruction, corruption, or damage.
(B) Immediately following the Contractor's notification to the County of a Security Breach, as
provided pursuant to section 4(A) of this Exhibit E, the Parties shall coordinate with each
other to investigate the Security Breach. The Contractor agrees to fully cooperate with
the County, including, without limitation:
(i) assisting the County in conducting any investigation;
(ii) providing the County with physical access to the facilities and operations
affected;
(iii) facilitating interviews with Authorized Persons and any of the Contractor's other
employees knowledgeable of the matter; and
(iv) making available all relevant records, logs, files, data reporting and other
materials required to comply with applicable law, regulation, industry standards,
or as otherwise reasonably required by the County.
To that end, the Contractor shall, with respect to a Security Breach, be solely
responsible, at its cost, for all notifications required by law and regulation, or deemed
reasonably necessary by the County, and the Contractor shall provide a written report of
the investigation and reporting required to the Director within 30 days after the
Contractor's discovery of the Security Breach.
(C) County shall promptly notify the Contractor of the Director's knowledge, or reasonable
belief, of any Privacy Practices Complaint, and upon the Contractor's receipt of that
notification, the Contractor shall promptly address such Privacy Practices Complaint,
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Exhibit E
Data Security
including taking any corrective action under this Exhibit E, all at the Contractor's sole
expense, in accordance with applicable privacy rights, laws, regulations and standards.
In the event the Contractor discovers a Security Breach, the Contractor shall treat the
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 in relation to any litigation or other action described in
section 4(E) of this Exhibit E.
(E) The Contractor agrees to cooperate, at its sole expense, with the County in any litigation
or other action to protect the County's rights relating to Personal Information, including
the rights of persons from whom the County receives Personal Information.
5. Oversight of Security Compliance
a. The Contractor shall have and maintain a written information security policy that
specifies Security Safeguards appropriate to the size and complexity of the Contractor's
operations and the nature and scope of its activities.
b. Upon the County's written request, to confirm the Contractor's compliance with this
Exhibit E, as well as any applicable laws, regulations and industry standards, the
Contractor grants the County or, upon the County's election, a third party on the
County's behalf, permission to perform an assessment, audit, examination or review of
all controls in the Contractor's physical and technical environment in relation to all
Personal Information that is Used by the Contractor pursuant to this Agreement. The
Contractor shall fully cooperate with such assessment, audit or examination, as
applicable, by providing the County or the third party on the County's behalf, access to
all Authorized Employees and other knowledgeable personnel, physical premises,
documentation, infrastructure and application software that is Used by the Contractor for
Personal Information pursuant to this Agreement. In addition, the Contractor shall
provide the County with the results of any audit by or on behalf of the Contractor that
assesses the effectiveness of the Contractor's information security program as relevant
to the security and confidentiality of Personal Information Used by the Contractor or
Authorized Persons during the course of this Agreement under this Exhibit E.
c. The Contractor shall ensure that all Authorized Persons who Use Personal Information
agree to the same restrictions and conditions in this Exhibit E. that apply to the
Contractor with respect to such Personal Information by incorporating the relevant
provisions of these provisions into a valid and binding written agreement between the
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Data Security
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 E, such certification shall state the date, time, and manner (including
standard) of disposal and by whom, specifying the title of the individual. The Contractor shall
comply with all reasonable directions provided by the Director with respect to the return or
disposal of Personal Information and copies of Personal Information. If return or disposal of
such Personal Information or copies of Personal Information is not lawful for the Contractor,
including if certain Personal Information must be maintained by the Contractor for retention
periods specified under the Securities and Exchange Commission's rules and regulations of
the Investment Advisors Act of 1940, the Contractor shall notify the County accordingly,
specifying the reason, and continue to extend the protections of this Exhibit E to all such
Personal Information and copies of Personal Information, until the Contractor is authorized
by applicable law or regulatory requirement to promptly return or securely destroy such
Personal Information and copies of Personal Information, in which case the Contractor shall
return or securely destroy such Personal Information and copies of Personal Information
under this Section 6. 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 lawful
for the Contractor, including if the Contractor is required to maintain certain Personal
Information for retention periods specified under the Security and Exchanges Commission's
rules and regulations of the Investment Advisors Act of 1940,and to all Personal Information
that the Contractor may later discover.
7. Equitable Relief. The Contractor acknowledges that any breach of its covenants or
obligations set forth in this Exhibit E may cause the County irreparable harm for which
monetary damages would not be adequate compensation and agrees that, in the event of
such breach or threatened breach, the County is entitled to seek equitable relief, including a
restraining order, injunctive relief, specific performance and any other relief that may be
available from any court, in addition to any other remedy to which the County may be
entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be
in addition to all other remedies available to the County at law or in equity or under this
Agreement.
8. Indemnity. The Contractor shall defend, indemnify and hold harmless the County, its
officers, employees, and agents, (each, a "County Indemnitee")from and against any and
all infringement of intellectual property including, but not limited to infringement of copyright,
trademark, and trade dress, invasion of privacy, information theft, and extortion,
unauthorized Use, Disclosure, or modification of, or any loss or destruction of, or any
E-7
Docusign Envelope ID: BCD4865A-OAFE-4282-8836-C2F574F95955
Exhibit E
Data Security
corruption of or damage to, Personal Information, Security Breach response and remedy
costs, credit monitoring expenses, forfeitures, losses, damages, liabilities, deficiencies,
actions, judgments, interest, awards, fines and penalties (including regulatory fines and
penalties), costs or expenses of whatever kind, including attorneys' fees and costs, the cost
of enforcing any right to indemnification or defense under this Exhibit E and the cost of
pursuing any insurance providers, arising out of or resulting from any third party claim or
action against any County Indemnitee in relation to the Contractor's, its officers, employees,
or agents, or any Authorized Employee's or Authorized Person's, performance or failure to
perform under this Exhibit E or arising out of or resulting from the Contractor's failure to
comply with any of its obligations under this section 8. The provisions of this section 8 do not
apply to the acts or omissions of the County. The provisions of this section 8 are cumulative
to any other obligation of the Contractor to, defend, indemnify, or hold harmless any County
Indemnitee under this Agreement. The provisions of this section 8 shall survive the
termination of this Agreement.
9. Survival. The respective rights and obligations of the Contractor and the County as stated
in this Exhibit E shall survive the termination of this Agreement.
10. No Third Party Beneficiary. Nothing express or implied in the provisions of in this Exhibit E
is intended to confer, nor shall anything in this Exhibit E confer, upon any person other than
the County or the Contractor and their respective successors or assignees, any rights,
remedies, obligations or liabilities whatsoever.
11. No County Warranty. The County does not make any warranty or representation whether
any Personal Information in the Contractor's (or any Authorized Person's) possession or
control, or Use by the Contractor (or any Authorized Person), pursuant to the terms of this
Agreement is or will be secure from unauthorized Use, or a Security Breach or Privacy
Practices Complaint.
E-8
d docusign.
Certificate Of Completion
Envelope Id: BCD4865A-OAFE-4282-8836-C2F574F95955 Status:Completed
Subject: Please sign:CLEAN_Final Agreement with NWCM_2025.11.21
Source Envelope:
Document Pages:31 Signatures: 1 Envelope Originator:
Certificate Pages:5 Initials:0 Christina Heller
AutoNav: Enabled 14600 Branch Street
Envelopeld Stamping: Enabled Omaha, NE 68154
Time Zone:(UTC-06:00)Central Time(US&Canada) cheller@carsongroup.com
I Address:20.81.168.101
Record Tracking
Status:Original Holder:Christina Heller Location: DocuSign
11/21/2025 4:19:32 PM cheller@carsongroup.com
Signer Events Signature Timestamp
Signed by:
Julie Pine I
Sent: 11/21/20254:22:25 PM
jpine@carsongroup.com IA�A1,, PhAl, Viewed: 11/21/2025 4:35:23 PM
Chief Legal Officer essoece7'e7cB4Dz Signed: 11/21/2025 4:35:27 PM
Carson Group Holdings, LLC
Security Level: Email,Account Authentication Signature Adoption: Pre-selected Style
(None) Using IP Address: 104.55.78.76
Signed using mobile
Electronic Record and Signature Disclosure:
Accepted: 11/21/2025 4:35:23 PM
ID:b09ddbd9-a34b-4b9e-81d8-10c03017b012
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Brent Petty COPIED Sent: 11/21/2025 4:35:29 PM
brentp@nwcm.com
Managing Director
NORTHWEST CAPITAL MANAGEMENT, INC.
Security Level: Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Valerie Haley COPIED Sent: 11/21/2025 4:35:29 PM
valerieh@nwcm.com Viewed: 11/21/2025 4:36:15 PM
Security Level: Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Jamie Carroll COPIED Sent: 11/21/2025 4:35:30 PM
jcarroll@carsonwealth.com
Security Level: Email,Account Authentication
(None)
Carbon Copy Events Status Timestamp
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 11/21/2025 4:22:26 PM
Certified Delivered Security Checked 11/21/2025 4:35:23 PM
Signing Complete Security Checked 11/21/2025 4:35:27 PM
Completed Security Checked 11/21/2025 4:35:30 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
Electronic Record and Signature Disclosure created on: 1/26/2024 10:51:57 AM
Parties agreed to:Julie Pine
CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC DOCUMENTS AND
SIGNATURES
CWM, LLC ("we" or "us") or("Custodian")may be required to provide to you certain written
notices or disclosures as part of the forms and agreements associated with doing business with us
or Custodian. We are independent of and not owned, affiliated with or supervised by the
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investment advisory agreement, then this Consent is between you and us. If the form or
agreement presented is a Custodian document, such as an account application agreement, then
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documents to send you for review and electronic signature. This is the case whether those
documents are our forms or Custodian forms. You agree to immediately notify us if you receive
any electronic document or information that appears to be in error or not intended for you.
Described below are the terms and conditions for providing to you such notices and disclosures
electronically for your signature through DocuSign, Inc.
Please read the information below carefully and thoroughly, and if you can access this
information electronically to your satisfaction and agree to these terms and conditions, please
confirm your agreement by clicking the 'I agree'button at the bottom of this document. If you
want to use electronic documents and signatures, then you must consent and agree to the terms
and conditions relating to the system and process that we and the Custodian will use, as set forth
below. By checking the "I agree" button below, you will be giving your informed consent and
agreement to use the electronic documents and signature system described below to
electronically receive, review, and electronically sign paperless documents sent to you in
electronic envelopes. You will be agreeing to be bound by any documents you electronically sign
the same as if you had received a paper copy of the document and signed it by hand with an ink
pen.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you from us or Custodian by contacting us. We may always, in our sole
discretion,provide you with any document on paper, even if you have authorized electronic
delivery.
Withdrawing your consent
We and the Custodian will ask you for this Consent each time you are given an envelope of
electronic documents. Once you give your Consent for an envelope, you cannot withdraw it for
that envelope. You can, however, choose not to give your consent in the future when you are
presented with subsequent envelopes. If you do this, you will be unable to proceed electronically,
and you may be required to use paper documents and signatures. If you give your Consent for an
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or all electronic documents in that envelope.
Once you electronically sign a particular document, you cannot withdraw the Consent and
Agreement for that document,but you can choose to not electronically sign any other documents
included in the same envelope. In addition, before you complete an electronic signature of a
document, you may cancel and exit the electronic signing process before clicking the 'Confirm
Signing' (or other similarly titled button) and closing your browser.
How to Update Your Email Address
Please contact us directly if you need to update your email address where we should send notices
and disclosures electronically to you.
Minimum required hardware and software
Operating Systems:
Windows 7, Mac OS X, Mac iOS 11
Browsers for SENDERS:
Internet Explorer I I
Browsers for SIGNERS:
Internet Explorer 11, Google Chrome 65, Safari 11, Firefox Standard 59, Firefox Extended 52
Email:
Access to a valid email account
Screen Resolution:
800 x 600 minimum
1024 x 768 recommended
Enabled Security Settings:
Allow per session cookies
Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy
connection
These minimum requirements are subject to change. If these requirements change, you will be
asked to re-accept the disclosure. Pre-release (e.g. beta) versions of operating systems and
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Your use of the DocuSign system is subject to DocuSign's Terms of Use available at
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DocuSign system is entirely your choice and solely your responsibility.
Security and Privacy Information
In accessing electronic documents and electronically signing them, you should use a computer
operating system that has a firewall (software that is designed to prevent unauthorized access to
your computer by blocking suspicious people or websites) and that it is turned on and up-to-date.
You should also make sure that your computer has anti-virus software that it is turned on and
that your subscription is current.
Emails sending you links to envelopes with electronic documents for electronic signature are not
encrypted (unless the email expressly says that it is encrypted); but the contents of the envelopes
are protected. For security and confidentiality,unencrypted emails will not include your name,
full account number, or any other personal identifier. Be aware, however, that some email
addresses may use part or all of your name. If you use a work email address, your employer or
other employees may have access to your email. As with any form of communication, there is a
risk of misdelivery or interception.
DocuSign has agreed with us to safeguard the security and privacy of all confidential customer
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our privacy policy applies to information we receive from you as part of the electronic signature
process. Links or references to where you can view ours and Custodian's respective privacy
policies may be contained in the email notifying you of the documents on which your electronic
signature is requested or the documents themselves. You may also contact us to be directed to
our and/or Custodian's privacy policy.
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By checking the 'I Agree'box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC DOCUMENTS AND SIGNATURES document; and
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print it, for future reference and access; and
• I will not contest the validity or enforceability of any electronic document I receive or
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through electronic means and to receive exclusively through electronic means all notices,
disclosures, authorizations, acknowledgements, and other documents that are required to
be provided or made available to me.