Sacramento_County_Standard_Contract_Form_with_IT_Insurance-Indemn.docx

This Goods Contract template is intended for use in Purchasing for uniformity across all CAPSD goods contracts.

STANDARD GOODS CONTRACT HEADER HERE

RFX (RFP, RFB, RFQ, RFI) Number:

COMMODITY CODE:

Material Description: <<Provide material description here>>

CONTRACTOR CONTACT INFORMATION:

CONTRACTOR NAME:

CONTRACTOR PHONE:

CONTRACTOR E-MAIL:

CONTRACTOR WEBSITE:

END-USER DEPARTMENT CONTACTS:

NAME, DEPARTMENT & TITLE:

PHONE:

E-MAIL:

REFERENCE NUMBER (E.G. SR####):

ISSUING CONTRACT SERVICES OFFICER:

NAME & TITLE:

PHONE:

E-MAIL:

REVISION: (Use only for contract revisions)

“This Amendment is made and entered into this Enter Date (i.e. 1st day) of Month, 2017 by and between the County of Sacramento, a political subdivision of the State of California, hereinafter referred to as County, and <<CONTRACTOR>>, a (e.g. LLC, limited liability corporation) hereinafter referred to as “CONTRACTOR”. There are no changes to the contract terms, conditions, or pricing, unless otherwise indicated by amendments or addenda.

<<CSO shall include the pertinent Amendment Language here such as pricing adjustments, extension of term (renewal), etc.>>

This Contract (“Contract”) is made and entered into this Enter Date (i.e. 1st day) day of Month, 2017 (“Effective Date”) by and between the County of Sacramento, a political subdivision of the State of California, hereinafter referred to as (“County”), and <<CONTRACTOR Name>> (“CONTRACTOR”).

1. GOODS TO BE PROVIDED.

<<Enter a description of the items to be obtained here.>>

These GOODS are requested by County per the CONTRACTOR’s quote no. <<Enter vendor quote number and date of quote, if applicable>>.

2. CONTRACT TERM.

This Agreement shall be effective and commence as of the “Valid From” date through the “Valid To” date listed on page one. For reasons of economy and efficiency, the County reserves the right to extend the term of this contract for four (4) one-year terms, following the initial 12-month term upon mutual agreement between County and CONTRACTOR. Per section 2.56.220 of the Sacramento County Code, this Contract may not exceed a period of five (5) years and six (6) months, unless authorized by the Board of Supervisors.

3. PRICING.

<<List contact pricing here>>

3.1. Price Changes.

<<Insert pricing structure from Solicitation or Negotiated>>

EXAMPLES FOR CSO, BUT NOT LIMITED TO (USE ONLY WHAT IS APPROPRIATE)

Any request for a price adjustment must be substantiated with documentation from a manufacturer or government agency and must be submitted in writing at least 30 days prior to the anniversary date of the Contract. No retroactive price changes will be considered. If vendor has initiated price escalation prior to approval, the County is due all overpayments remitted to CONTRACTOR. County retains right to determine whether price change requests are acceptable.

4. CONTRACT USE.

This <<County-Wide or Restricted Contract>> is available for use by <<Specify which departments can use the contract.>>

4.1. MULTIPLE AWARD. <<If Applicable>>

<<If applicable, list whether vendor is a primary or secondary CONTRACTOR, or multiples. If not applicable do not include this clause.>>

4.1.1. Primary and Secondary.

The Primary CONTRACTOR and Contract for this commodity is <<CONTRACTOR & Contract No.>>. If the Primary is not able to fulfill the requested items, County will offer the Secondary vendor, <<Secondary CONTRACTOR & Contract No.>>, the opportunity to provide the requested Goods.

4.1.2. Multiple Awards.

End-user departments are required to solicit quotes from the awarded contracts to secure the best pricing. Once quotes are obtained, a Contract Shipping Order (CSO) may be issued to the awarded CONTRACTOR offering the best pricing. <<Modify as needed to capture your contract needs>> Include threshold where quotes are required (e.g. >$2,500).

5. DELIVERY TERMS.

CONTRACTOR shall deliver the Goods in accordance to the Delivery/FOB terms listed on the first page of this contract, after execution of this Contract by all parties. Delivery is to be within 30 days of Goods request or agreed to otherwise between the CONTRACTOR and County requestor. The Goods shall be delivered by CONTRACTOR free of any liens or encumbrances. <<Modify as needed to capture your contract needs>>

5.1. Inspection and Acceptance.

The Goods shall be received by County subject to County’s reasonable inspection, testing, approval, and acceptance of the Goods. If the Goods are rejected by the County as nonconforming, County may return the Goods to CONTRACTOR at CONTRACTOR’s risk and expense, and the Goods shall not be replaced or repaired by CONTRACTOR without written authorization from County.

5.2. Surcharges.

No fuel, or energy or charges of any other kind will be allowed during the contract period or subsequent terms, unless specifically stated in the in the section titled “Pricing”.

5.3. Recall Notice.

CONTRACTOR must immediately notify each ordering Department/Division upon receipt of official recall notice.

6. INVOICES AND PAYMENTS.

The CONTRACTOR shall invoice the County only for providing the tasks, deliverables, goods, services, and other work specified in the Section 1 - Goods To Be Provided and elsewhere hereunder for which payment is claimed. The CONTRACTOR shall prepare invoices, which shall include the charges owed to the CONTRACTOR by the County under the terms of this Contract. The CONTRACTOR’s payments shall be as provided in Section 3 – Pricing, and the CONTRACTOR shall be paid only for the deliverables approved in writing by the County. If the County does not approve work in writing no payment shall be due to the CONTRACTOR for that work.

6.1. Acceptable Invoices.

Invoices that arrive to the County must be acceptable in order to be paid. Invoices with any incorrect pricing and/or terms, that are too light to read, illegible, missing CSO number, or with cut off information will be returned to the CONTRACTOR for resubmission. Time clock for payment will begin upon County’s receipt of an acceptable invoice. MAIL INVOICE OR SEND VIA EMAIL TO REQUESTING DEPARTMENT (aka End-User Department Contacts).

6.2. Invoices.

The CONTRACTOR’s invoices shall be priced in accordance with Section 3 – Pricing and the Payment Terms listed on page 1.

6.3. Time of Payment.

CONTRACTOR shall invoice the County in a timely manner, in accordance with the payment terms listed on Page 1 for the goods as defined herein. The County shall pay CONTRACTOR for all accepted Goods invoiced in accordance with the payment terms listed on page 1 of the contract, or unless otherwise agreed to.

6.4. Late Fees.

Interest or late charges shall not exceed provisions set forth in Government Code Section 926.10.

7. DAMAGE TO COUNTY FACILITIES, BUILDINGS OR GROUNDS.

CONTRACTOR must repair, or pay for the repair of, any damage it causes to County real or personal property.

7.1. Repairs.

The CONTRACTOR shall repair, or cause to be repaired, at its own cost, any and all damage to County facilities, buildings, or grounds caused by the CONTRACTOR or employees or agents of the CONTRACTOR. Such repairs shall be made immediately after the CONTRACTOR has become aware of such damage, but in no event later than thirty (30) days after the occurrence.

7.1.1. Timeliness.

If the CONTRACTOR fails to make timely repairs, County may make any necessary repairs. All costs incurred by County, as reasonably determined by County, for such repairs shall be repaid by the CONTRACTOR by cash payment upon demand.

8. GENERAL TERMS AND CONDITIONS.

The County of Sacramento General Conditions are attached hereto. CONTRACTOR agrees to be bound by our General Conditions, which is located at the end of this document.

8.1. Mutually Agreed Upon Exceptions to T&Cs: (NOTE: Insert any negotiated exceptions to our Standard Conditions here)

9. MINIMUM USAGE.

Quantities ordered shall be those quantities “as required” by the County end user (i.e. the County Department using the goods). The County does not guarantee a minimum quantity to be purchased during the contract period, nor is the County limited to purchase all requirements from CONTRACTOR.

10. WARRANTIES.

CONTRACTOR warrants that the Goods, including any component or replacement parts, furnished, manufactured or provided by CONTRACTOR will be free from defects in material and workmanship for a period of ninety (90) days or manufacturer’s warranty (whichever is greater) from date of acceptance of the Goods by County. Any additional warranties provided by law, including, but not limited to, the warranty of merchantability and warranty of fitness for a particular purpose shall remain in full force and effect and inure to the benefit of County. County reserves all rights and remedies provided by law for breach of any applicable warranty related to the Goods.

Any proposal to disclaim these warranties, or amend the existing Contract Terms or Minimum Insurance requirements must be approved by County of Sacramento Risk Management, and County Counsel.

11. REMEDIES.

In the event of a material breach of this Contract by CONTRACTOR, County may avail itself of any and all remedies available at law or in equity, including, but not limited to, damages and/or equitable relief, in a court of competent jurisdiction. <<CSO to include breach language to applicable clauses>>

11.1 The County having rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or other security) for specific performance and for other injunctive relief in order to enforce or prevent violation of the provisions of this Agreement.

11.2 Each of the parties to this Agreement (and the Selling Members as third-party beneficiaries) will be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including attorney’s fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

12. GOVERNING LAW.

The parties acknowledge that this Contract has been negotiated and entered into in the State of California, County of Sacramento. The parties agree that this Contract shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California. Venue for any action or proceeding relating to or arising out of this Contract shall be in the County of Sacramento.

13. SAFETY REQUIREMENTS.

All services and merchandise must comply with current California State Division of Industrial Safety Orders, O.S.H.A., and C.D.F.A.

14. INSURANCE.<<If Applicable>> Prior to commencement of any work under this Contract, CONTRACTOR shall provide and maintain in effect during the term of this Contract evidence of insurance coverage which is attached hereto and incorporated herein by reference. These insurance requirements are summarized as follows.

Without limiting CONTRACTOR's indemnification, CONTRACTOR shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the CONTRACTOR, its agents, representatives, employees, or subcontractors. COUNTY shall retain the right at any time to review the coverage, form, and amount of the insurance required hereby. If in the opinion of the County Risk Manager, insurance provisions in these requirements do not provide adequate protection for COUNTY and for members of the public, COUNTY may require CONTRACTOR to obtain insurance sufficient in coverage, form and amount to provide adequate protection. COUNTY's requirements shall be reasonable but shall be imposed to assure protection from and against the kind and extent of risks that exist at the time a change in insurance is required.

I. VERIFICATION OF COVERAGE

CONTRACTOR shall furnish the COUNTY with certificates evidencing coverage required below. Copies of required endorsements must be attached to provided certificates. The County Risk Manager may approve self-insurance programs in lieu of required policies of insurance if, in the opinion of the Risk Manager, the interests of the COUNTY and the general public are adequately protected. All certificates, evidences of self-insurance, and additional insured endorsements are to be received and approved by the County before performance commences. The COUNTY reserves the right to require that CONTRACTOR provide complete, certified copies of any policy of insurance offered in compliance with these specifications.

II. MINIMUM SCOPE OF INSURANCE

Coverage shall be at least as broad as:

A. GENERAL LIABILITY: Insurance Services Office’s Commercial General Liability occurrence coverage form CG 0001. Including, but not limited to Premises/Operations, Products/Completed Operations, Contractual Liability, and Personal & Advertising Injury, without additional exclusions or limitations, unless approved by the County Risk Manager.

B. AUTOMOBILE LIABILITY: Insurance Services Office’s Commercial Automobile Liability coverage form CA 0001.

1. Commercial Automobile Liability: auto coverage symbol “1” (any auto) for corporate/business owned vehicles. If there are no owned or leased vehicles, symbols 8 and 9 for non-owned and hired autos shall apply.

2. Personal Lines automobile insurance shall apply if vehicles are individually owned.

C. WORKERS’ COMPENSATION: Statutory requirements of the State of California and Employer's Liability Insurance.

D. PROFESSIONAL LIABILITY with TECHNOLOGY ERRORS and OMISSIONS LIABILITY: Insurance covering liability for losses resulting or arising from negligent acts, errors or omissions in rendering computer or information technology services or from programming errors, software performance, data damage/destruction/corruption; including without limitation, failure to perform, and loss from unauthorized access, unauthorized use, virus transmission, denial of service and loss of income from network security failures in connection with the services provided under an Agreement.

E. UMBRELLA or Excess Liability policies are acceptable where the need for higher liability limits is noted in the Minimum Limits of Insurance and shall provide liability coverages that at least follow form over the underlying insurance requirements where necessary for Commercial General Liability, Commercial Automobile Liability, Employers’ Liability, and any other liability coverage (other than Professional Liability) designated under the Minimum Scope of Insurance.

F. CYBER LIABILITY INCLUDING ERRORS AND OMISSIONS, IDENTITY THEFT, INFORMATION SECURITY and PRIVACY INJURY LIABILITY

III. MINIMUM LIMITS OF INSURANCE

CONTRACTOR shall maintain limits no less than:

A. General Liability shall be on an Occurrence basis (as opposed to Claims Made basis). Minimum limits and structure shall be:

B. AUTOMOBILE LIABILITY:

1. Commercial Automobile Liability for Corporate/business owned vehicles including non-owned and hired, $1,000,000 Combined Single Limit.

2. Personal Lines Automobile Liability for individually owned vehicles, $250,000 per person, $500,000 each accident, $100,000 property damage.

C. WORKERS' COMPENSATION: Statutory.

D. EMPLOYER'S LIABILITY: $1,000,000 per accident for bodily injury or disease.

E. PROFESSIONAL LIABILITY with TECHNOLOGY ERRORS AND OMISSIONS LIABILITY: $3,000,000 per claim and aggregate.

F. CYBER LIABILITY INCLUDING ERRORS AND OMISSIONS, IDENTITY THEFT, INFORMATION SECURITY and PRIVACY INJURY LIABILITY:

The minimum limits shall be not less than $3,000,000 per claim or incident and $3,000,000 aggregate. Coverage shall include but is not limited to:

Third party injury or damage (including loss or corruption of data) arising from a negligent act, error or omission or a data breach.

Defense, indemnity and legal costs associated with regulatory breach (including HIPAA), negligence or breach of contract.

Administrative expenses for forensic expenses and legal services.

Crisis management expenses for printing, advertising, mailing of materials and travel costs of crisis management firm, including notification expenses.

Identity event service expenses for identity theft education, assistance, credit file monitoring to mitigate effects of personal identity event, post event services.

IV. DEDUCTIBLES AND SELF-INSURED RETENTION

Any deductibles or self-insured retention that apply to any insurance required by this Agreement must be declared and approved by the COUNTY.

V. CLAIMS MADE PROFESSIONAL LIABILITY, TECHNOLOGY ERRORS & OMISSIONS LIABILITY, or CYBER LIABILITY INSURANCE If professional liability, technology errors & omissions liability, or cyber liability coverage is written on a Claims Made form:

A. The "Retro Date" must be shown, and must be on or before the date of the Agreement or the beginning of Agreement performance by CONTRACTOR.

B. Insurance must be maintained and evidence of insurance must be provided for at least one (1) year after completion of the Agreement.

C. If coverage is cancelled or non-renewed, and not replaced with another claims made policy form with a "Retro Date" prior to the contract effective date, the CONTRACTOR must purchase "extended reporting" coverage for a minimum of one (1) year after completion of the Agreement.

D. Should any of the required professional liability, technology errors & omissions liability, and cyber liability insurance be provided under a form of coverage that includes a general annual aggregate limit or provides that claims investigation or legal defense costs be included in such general annual aggregate limit, such general annual aggregate limit shall be double the occurrence or claims limits specified above.

VI. OTHER INSURANCE PROVISIONS

The insurance policies required in this Agreement are to contain, or be endorsed to contain, as applicable, the following provision:

A. All Policies:

1. ACCEPTABILITY OF INSURERS: Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A-VII. The County Risk Manager may waive or alter this requirement, or accept self-insurance in lieu of any required policy of insurance if, in the opinion of the Risk Manager, the interests of the COUNTY and the general public are adequately protected.

2. MAINTENANCE OF INSURANCE COVERAGE: The Contractor shall maintain all insurance coverages and limits in place at all times and provide the County with evidence of each policy's renewal ten (10) days in advance of its anniversary date.

Contractor is required by this Agreement to immediately notify County if they receive a communication from their insurance carrier or agent that any required insurance is to be canceled, non-renewed, reduced in scope or limits or otherwise materially changed. Contractor shall provide evidence that such cancelled or non-renewed or otherwise materially changed insurance has been replaced or its cancellation notice withdrawn without any interruption in coverage, scope or limits. Failure to maintain required insurance in force shall be considered a material breach of the Agreement.

VII. COMMERCIAL GENERAL LIABILITY AND/OR COMMERCIAL AUTOMOBILE LIABILITY

A. ADDITIONAL INSURED STATUS: The COUNTY, its officers, directors, officials, employees, and volunteers are to be endorsed as additional insureds as respects: liability arising out of activities performed by or on behalf of the CONTRACTOR; products and completed operations of the CONTRACTOR; premises owned, occupied or used by the CONTRACTOR; or automobiles owned, leased, hired or borrowed by the CONTRACTOR. The coverage shall contain no endorsed limitations on the scope of protection afforded to the COUNTY, its officers, directors, officials, employees, or volunteers.

B. CIVIL CODE PROVISION: Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code.

C. PRIMARY INSURANCE: For any claims related to this Agreement, the CONTRACTOR's insurance coverage shall be endorsed to be primary insurance as respects the COUNTY, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the COUNTY, its officers, directors, officials, employees, or volunteers shall be excess of the CONTRACTOR's insurance and shall not contribute with it.

D. SEVERABILITY OF INTEREST: The CONTRACTOR's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

E. SUBCONTRACTORS: CONTRACTOR shall be responsible for the acts and omissions of all its subcontractors and additional insured endorsements as provided by CONTRACTORs subcontractor.

VIII. WORKERS’ COMPENSATION

Workers’ Compensation Waiver of Subrogation: The workers' compensation policy required hereunder shall be endorsed to state that the workers' compensation carrier waives its right of subrogation against the COUNTY, its officers, directors, officials, employees, agents or volunteers, which might arise by reason of payment under such policy in connection with performance under this Agreement by the CONTRACTOR. Should CONTRACTOR be self-insured for workers' compensation, CONTRACTOR hereby agrees to waive its right of subrogation against COUNTY, its officers, directors, officials, employees, agents or volunteers.

VIIII. NOTIFICATION OF CLAIM

If any claim for damages is filed with CONTRACTOR or if any lawsuit is instituted against CONTRACTOR, that arise out of or are in any way connected with CONTRACTOR’s performance under this Agreement and that in any way, directly or indirectly, contingently or otherwise, affect or might reasonably affect COUNTY, CONTRACTOR shall give prompt and timely notice thereof to COUNTY. Notice shall be prompt and timely if given within thirty (30) days following the date of receipt of a claim or ten (10) days following the date of service of process of a lawsuit.

14.1. Evidence of Insurance Compliance.

CONTRACTOR or its insurance broker shall deliver the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage to County. County may designate an insurance certificate processor (“Processor”) to accept and process CONTRACTOR’s proof of insurance. CONTRACTOR shall deliver copies of the actual insurance policies, renewals, or replacements directly to County or Processor upon their request.

15. TERMINATION.

15.1 County may terminate this Agreement without cause upon thirty (30) days written notice to the other party. Notice shall be deemed served on the date of mailing. If notice of termination for cause is given by County to CONTRACTOR and it is later determined that CONTRACTOR was not in default or the default was excusable, then the notice of termination shall be deemed to have been given without cause pursuant to this paragraph (15.1).

15.2 County may terminate this Agreement for cause immediately upon giving written notice to CONTRACTOR should CONTRACTOR materially fail to perform any of the covenants contained in this Agreement in the time and/or manner specified. In the event of such termination, County may proceed with the work in any manner deemed proper by County. If notice of termination for cause is given by County to CONTRACTOR and it is later determined that CONTRACTOR was not in default or the default was excusable, then the notice of termination shall be deemed to have been given without cause pursuant to paragraph (15.1) above.

15.3 County may terminate or amend this Agreement immediately upon giving written notice to CONTRACTOR, 1) if advised that funds are not available from external sources for this Agreement or any portion thereof, including if distribution of such funds to the County is suspended or delayed; 2) if funds for the services and/or programs provided pursuant to this Agreement are not appropriated by the State; 3) if funds in County's yearly proposed and/or final budget are not appropriated by County for this Agreement or any portion thereof; or 4) if funds that were previously appropriated for this Agreement are reduced, eliminated, and/or re-allocated by County as a result of mid-year budget reductions.

15.4 If this Agreement is terminated under paragraph 15.1 or 15.3 above, CONTRACTOR shall only be paid for any services completed and provided prior to notice of termination. In the event of termination under paragraph 15.1 or 15.3 above, CONTRACTOR shall be paid an amount which bears the same ratio to the total compensation authorized by the Agreement as the services actually performed bear to the total services of CONTRACTOR covered by this Agreement, less payments of compensation previously made. In no event, however, shall County pay CONTRACTOR an amount which exceeds a pro rata portion of the Agreement total based on the portion of the Agreement term that has elapsed on the effective date of the termination.

15.5 CONTRACTOR shall not incur any expenses under this Agreement after notice of termination and shall cancel any outstanding expenses and obligations to a third party that CONTRACTOR can legally cancel.

16. INDEMNIFICATION.

To the fullest extent permitted by law, for work or services provided under this Agreement, CONTRACTOR shall indemnify, defend, including with counsel reasonably acceptable to County, and hold harmless County, its governing Board, officers, directors, officials, employees, and authorized volunteers and agents (collectively “Indemnified Parties”), from and against any and all claims, demands, actions, losses, liabilities, damages, and all expenses and costs incidental thereto (collectively “Claims”), including cost of defense, settlement, arbitration, and reasonable attorneys' fees, resulting from injuries to or death of persons, including but not limited to employees of either Party hereto, and damage to or destruction of property, or loss of use or reduction in value thereof, including but not limited to the property of either Party hereto, arising out of, pertaining to, or relating to the alleged or actual error or omission, negligence, recklessness, willful misconduct, infringement of intellectual property rights, breach of trust, breach of confidentiality, unauthorized use or disclosure of data, breach of statutory or regulatory law, or other breach of its duties under this Agreement by CONTRACTOR, its employees, CONTRACTOR’s sub consultants or subcontractors at any tier, or any other party for which CONTRACTOR is legally liable under law, excepting only such injury, death, or damage, to the extent it is caused by the negligence of an Indemnified Party. CONTRACTOR shall not be liable for Claims caused by the sole negligence or willful misconduct of an Indemnified Party.

The right to defense and indemnity under this Section shall initiate upon occurrence of an event giving rise to a Claim and tendered in writing to CONTRACTOR. CONTRACTOR shall defend the Indemnified Parties with counsel reasonably acceptable to County. Notwithstanding the foregoing, County shall be entitled, on its own behalf, and at the expense of CONTRACTOR, to assume control of its defense or the defense of any Indemnified Party in any legal action, with counsel reasonably selected by it. Should County elect to initially assume control of its defense, or the defense of any Indemnified Party, it does so without prejudice to its right to subsequently require that CONTRACTOR thereafter assume control of the defense and pay all reasonable attorneys’ fees and costs incurred thereby.

This indemnity obligation shall not be limited by the types and amounts of insurance or self-insurance maintained by CONTRACTOR or CONTRACTOR’s sub consultants or subcontractors at any tier.

Nothing in this Indemnity obligation shall be construed to create any duty to, any standard of care with reference to, or any liability or obligation, contractual or otherwise, to any third party.

The provisions of this Indemnity obligation shall survive the expiration or termination of the Agreement.

17. NOTICE OF MATERIAL CHANGE IN BUSINESS.

CONTRACTOR agrees that, if it experiences a material change in its business during the term of this Contract, including, without limitation, a reorganization, restructuring, leveraged buyout, and/or bankruptcy, CONTRACTOR will immediately notify County.

18. PRIOR AGREEMENTS.

This Agreement constitutes the entire contract between COUNTY and CONTRACTOR regarding the subject matter of this Agreement. Any prior agreements, whether oral or written, between COUNTY and CONTRACTOR regarding the subject matter of this Agreement are hereby terminated effective immediately upon full execution of this Agreement.

19. MODIFICATION.

This Contract can only be modified by a written amendment signed by the parties.

19.1. Waivers.

Except as provided herein, no alteration, amendment, variation, or waiver of the terms of this Agreement shall be valid unless made in writing and signed by both parties. Waiver by either party of any default, breach or condition precedent shall not be construed as a waiver of any other default, breach or condition precedent, or any other right hereunder. No interpretation of any provision of this Agreement shall be binding upon COUNTY unless agreed in writing by DIRECTOR and counsel for COUNTY.

20. SEVERABILITY.

If any term or provision of this Contract shall, to any extent, be held invalid or unenforceable, the remainder of this Contract shall not be affected.

21. NO THIRD PARTY BENEFICIARY RIGHTS.

This Contract is entered into for the sole benefit of COUNTY and CONTRACTOR. No other parties are intended to be direct or incidental beneficiaries of this Contract and no third party shall have any right in, under or to this Contract.

22. NO JOINT VENTURE, PARTNERSHIP OR OTHER RELATIONSHIP CREATED.

The relationship between COUNTY and CONTRACTOR is that solely of a CONTRACTOR and a buyer and no joint venture, partnership or other relationship is created or implied by this Contract.

23. AUTHORITY TO EXECUTE.

WITNESS WHEREOF, the parties hereto have established that if the COUNTY AND CONTRACTOR perform pursuant to this agreement, that the contract is executed by behavior. The CONTRACTOR SHALL NOT PERFORM AS REQUIRED BY THIS AGREEMENT IF NOT AGREEABLE TO THE TERMS OF THIS CONTRACT.

24. SURVIVAL OF TERMS.

All services performed and deliverables provided pursuant to this Agreement are subject to all of the terms, conditions, price discounts and rates set forth herein, notwithstanding the expiration of the initial term of this Agreement or any extension thereof. Further, the terms, conditions and warranties contained in this Agreement that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Agreement shall so survive.

25. REPORTS

A. CONTRACTOR shall, without additional compensation therefor, make fiscal, program evaluation, progress, and such other reports as may be reasonably required by DIRECTOR concerning CONTRACTOR's activities as they affect the contract duties and purposes herein. COUNTY shall explain procedures for reporting the required information.

B. CONTRACTOR agrees that, pursuant to Government Code section 7522.56, CONTRACTOR shall make best efforts to determine if any of its employees or new hires providing direct services to the county are members of the Sacramento County Employees’ Retirement System (SCERS). CONTRACTOR further agrees that it shall make a report bi-annually (due no later than January 31st and July 31st) to the COUNTY with a list of its employees that are members of SCERS along with the total number of hours worked during the previous 6 months. This report shall be forwarded to issuing officer listed on page 1 of this Agreement.

C. CONTRACTOR’s failure to comply with relevant SB 1383 regulations, effective January 1, 2022, to include reporting requirements in the provision of Recycled-Content Paper Products and/or Printing and Writing Paper and/or Recovered Organic Waste Material is a material breach of this Contract. CONTRACTOR shall be required to submit SB 1383 compliance reports to the County as directed. Information on SB1383 can be found here: California’s Short-Lived Climate Pollutant Reduction Strategy

26. ECONOMIC SANCTIONS

Pursuant to California State Executive Order N-6-22 (Order) imposing economic sanctions against Russia and declaring support of Ukraine, County shall terminate any contract with any individual or entity that is in violation of the Order or that is subject to economic sanctions therein, and shall not enter a contract with any such individual or entity while the Order is in effect.

If the contract is $5 million or more, Contractor shall provide a written report to County within 60 days of the effective date of the contract or 60 days upon request regarding compliance with economic sanctions and steps taken in response to Russia’s action in Ukraine, including but not limited to, desisting from making new investments in, or engaging in financial transactions with Russia or Russian entities, and directly providing support to Ukraine, while the Order is in effect. The County shall keep the report on file as evidence of compliance with the Order.

EXHIBIT A to Agreement between the COUNTY OF SACRAMENTO, hereinafter referred to as "COUNTY," and CONTRACTOR, hereinafter referred to as "CONTRACTOR"

Approving Official /CISO Rami Zakaria Desk: (916) 874-7825 CIO@saccounty.gov

Reporting/Information Security Information Security Office (ISO) Glenn Herdrich Desk: (916) 875- 5274 herdrichg@saccounty.gov Group:(916) 874-5171 iso@saccounty.gov

Security Tool: Crowdstrike Falcon Applicable Information Systems: Servers, Workstations, Non-Hardened Appliance

Security Tool: Tanium Applicable Information Systems: Servers, Workstations, Non-Hardened Appliance

Security Tool: Splunk Universal forwarder or alternative log forwarder Applicable Information Systems: Servers, Workstations, Non-Hardened Appliance, Internet-of-Things (IoT)

c. Hybrid Solution The CONTRACTOR must comply with both Cloud Solution and On-Premises Solution requirements for corresponding system components.

III. NON-DISCLOSURE

The CONTRACTOR shall require commercially reasonable non-disclosure agreements with applicable employees and subcontractors, and limit COUNTY Data knowledge to that which is necessary to perform job duties involved in the performance of this Agreement.

V. DATA LOCATION

The CONTRACTOR shall provide its services to the COUNTY solely from data centers in the United States (U.S.). Storage of COUNTY Data at rest shall be located solely in data centers in the U.S. The CONTRACTOR shall not allow its personnel or contractors to store COUNTY Data on portable devices, including but not limited to personal computers, except for devices that are used and kept only at its U.S. data centers and used for this Agreement. The CONTRACTOR shall permit its personnel and contractors to access COUNTY Data remotely only as required to provide technical support. The CONTRACTOR may provide technical user support on a 24/7 basis using a follow-the-sun model, unless otherwise prohibited in this Agreement.

VIII. ACCESS TO SECURITY LOGS AND REPORTS

The CONTRACTOR shall support logging in a format as agreed to by both CONTRACTOR and the COUNTY. Logging capabilities shall include latency statistics, user access, user access internet protocol (IP) address, application programming interface (API) calls for the COUNTY's account including the source IP address of the API caller, the request parameters and the response elements returned, user access history and security logs for all COUNTY Data and digital content related to this Agreement. The logs shall be sufficient to enable the COUNTY to perform to the COUNTY's satisfaction security analysis, resource change tracking and compliance auditing.

IX. SUBCONTRACTOR DISCLOSURE

The CONTRACTOR shall identify in writing to COUNTY as soon as known by CONTRACTOR all of its strategic business partners related to services provided under this Agreement, including but not limited to all subcontractors or other entities or individuals who may be a party to a joint venture or similar agreement with the CONTRACTOR, and who shall be involved in any application development and/or operations

X. RIGHT TO REMOVE INDIVIDUALS

The COUNTY shall have the right at any time to require that the CONTRACTOR remove from interaction with COUNTY any CONTRACTOR representative who the COUNTY believes is detrimental to its working relationship with the CONTRACTOR. The COUNTY shall provide the CONTRACTOR with notice of its determination, and the reasons it requests the removal. If the COUNTY signifies that a potential security violation exists with respect to the request, the CONTRACTOR shall immediately remove such individual. The CONTRACTOR shall not assign the person to any aspect of this Agreement or future work orders without the COUNTY's consent.

XII. CONTRACT AUDIT

The CONTRACTOR shall allow the COUNTY to audit conformance to the Agreement terms. The COUNTY may perform this audit or contract with a third party at its discretion and at the COUNTY's expense.

XIII. WEB ACCESSIBILITY (ONLY APPLICABLE TO WEB-BASED SOLUTIONS)

COUNTY strives to achieve web accessibility by complying with the requirements of Section 508 of the Rehabilitation Act of 1973 §1194.22, as amended (29 U.S.C. Section 794d). County websites (and those provided by 3rd party service providers, aka CONTRACTOR) shall be designed based on standards from the Worldwide Web Consortium (W3C) Web Content Accessibility Guidelines (WCAG) to make web content accessible to people with disabilities.

It is the responsibility of the CONTRACTOR to become familiar with these guidelines and to apply these standards in designing and creating any official County of Sacramento website. CONTRACTOR shall deliver services in compliance with Worldwide Web Consortium (W3C) Web Content Accessibility Guidelines (WCAG).

Revised 7/8/22 Page 15