Common use of Technology Professional Liability Errors and Omissions Clause in Contracts

Technology Professional Liability Errors and Omissions. Insurance appropriate to the Contractor’s profession and work hereunder, with limits not less than $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Contractor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, invasion of privacy violations, information theft, release of private information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. a. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency in the care, custody, or control of the Contractor. If not covered under the Contractor’s liability policy, such “property” coverage of the Agency may be endorsed onto the Contractor’s Cyber Liability Policy as covered property as follows: b. Cyber Liability coverage not less than $2,000,000 per occurrence, and sufficient to cover, the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency that will be in the care, custody, or control of Contractor. B. Insurance Conditions 1. Insurance is to be primary and non-contributory with any insurance of the County and placed with admitted insurers rated by A.M. Best Co. as A: VII or higher. Lower rated, or approved but not admitted insurers, or any other requirement changes (such as limits) are subject to the prior approval of the County Risk Manager. 2. Each of the above required policies shall be endorsed to provide the County with thirty (30) days prior written notice of cancellation. The County is not liable for the payment of premiums or assessments on the policy. No cancellation provisions in the insurance policy shall be construed in derogation of the continuing duty of Contractor to furnish insurance during the term of this Agreement. 3. If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the County requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the County. 4. If the Contractor uses subcontractors or others to perform work under this Agreement, such subcontractors or other persons shall be Named Insured or Additionally Insured to the Contractor’s required insurance coverage, or required by the Contractor to comply with equivalent insurance and conditions of this Section.

Technology Professional Liability Errors and Omissions. Insurance appropriate to the Contractor’s profession and work hereunder, with limits not less than $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Contractor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, invasion of privacy violations, information theft, release of private information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. a. . The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency in the care, custody, or control of the Contractor. If not covered under the Contractor’s liability policy, such “property” coverage of the Agency may be endorsed onto the Contractor’s Cyber Liability Policy as covered property as follows: b. : Cyber Liability coverage not less than $2,000,000 per occurrence, and sufficient to cover, the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency that will be in the care, custody, or control of Contractor. B. Insurance Conditions 1. Insurance is to be primary and non-contributory with any insurance of the County and placed with admitted insurers rated by A.M. Best Co. as A: VII or higher. Lower rated, or approved but not admitted insurers, or any other requirement changes (such as limits) are subject to the prior approval of the County Risk Manager. 2. Each of the above required policies shall be endorsed to provide the County with thirty (30) days prior written notice of cancellation. The County is not liable for the payment of premiums or assessments on the policy. No cancellation provisions in the insurance policy shall be construed in derogation of the continuing duty of Contractor to furnish insurance during the term of this Agreement. 3. If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the County requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the County. 4. If the Contractor uses subcontractors or others to perform work under this Agreementagreement, such subcontractors or other persons shall be Named Insured or Additionally Insured to the Contractor’s required insurance coverage, or required by the Contractor to comply with equivalent insurance and conditions of this Section.

Technology Professional Liability Errors and Omissions. Insurance appropriate to the Contractor’s profession and work hereunder, with limits not less than $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Contractor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, invasion of privacy violations, information theft, release of private information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. a. . The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency in the care, custody, or control of the Contractor. If not covered under the Contractor’s liability policy, such “property” coverage of the Agency may be endorsed onto the Contractor’s Cyber Liability Policy as covered property as follows: b. : Cyber Liability coverage not less than $2,000,000 per occurrence, and sufficient to cover, the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency that will be in the care, custody, or control of Contractor. B. Insurance Conditions 1. Insurance is to be primary and non-contributory with any insurance of the County and placed with admitted insurers rated by A.M. Best Co. as A: VII or higher. Lower rated, or approved but not admitted insurers, or any other requirement changes (such as limits) are subject to the prior approval of the County Risk Manager. 2. Each of the above required policies shall be endorsed to provide the County with thirty (30) days prior written notice of cancellation. The County is not liable for the payment of premiums or assessments on the policy. No cancellation provisions in the insurance policy shall be construed in derogation of the continuing duty of Contractor to furnish insurance during the term of this Agreement. 3. If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the County requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the County. 4. If the Contractor uses subcontractors or others to perform work under this Agreementagreement, such subcontractors or other persons shall be Named Insured or Additionally Insured to the Contractor’s required insurance coverage, or required by the Contractor to comply with equivalent insurance and conditions of this Section. 5. All insurance required by this Agreement must allow the County to pay/and or act as the Contractor’s agent in satisfying any self-insured retention (SIR). The choice to pay and/or act as the Contractor’s agent in satisfying any SIR is at the County’s discretion.

Technology Professional Liability Errors and Omissions. Insurance appropriate to the Contractor’s profession and work hereunder, with limits not less than $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Contractor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, invasion of privacy violations, information theft, release of private information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.. ***When Applicable a. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency in the care, custody, or control of the Contractor. If not covered under the Contractor’s liability policy, such “property” coverage of the Agency may be endorsed onto the Contractor’s Cyber Liability Policy as covered property as follows: b. Cyber Liability coverage not less than $2,000,000 per occurrence, and sufficient to cover, the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency that will be in the care, custody, or control of Contractor. B. Insurance Conditions 1. Insurance is to be primary and non-contributory with any insurance of the County and placed with admitted insurers rated by A.M. Best Co. as A: VII or higher. Lower rated, or approved but not admitted insurers, or any other requirement changes (such as limits) are subject to the prior approval of the County Risk Manager. 2. Each of the above required policies shall be endorsed to provide the County with thirty (30) days prior written notice of cancellation. The County is not liable for the payment of premiums or assessments on the policy. No cancellation provisions in the insurance policy shall be construed in derogation of the continuing duty of Contractor to furnish insurance during the term of this Agreement. 3. If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the County requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the County. 4. If the Contractor uses subcontractors or others to perform work under this Agreement, such subcontractors or other persons shall be Named Insured or Additionally Insured to the Contractor’s required insurance coverage, or required by the Contractor to comply with equivalent insurance and conditions of this Section.

Technology Professional Liability Errors and Omissions. Insurance appropriate to the Contractor’s profession and work hereunder, with limits not less than $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Contractor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, invasion of privacy violations, information theft, release of private information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. a. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency in the care, custody, or control of the Contractor. If not covered under the Contractor’s liability policy, such “property” coverage of the Agency may be endorsed onto the Contractor’s Cyber Liability Policy as covered property as follows: b. Cyber Liability coverage not less than $2,000,000 per occurrence, and sufficient to cover, the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency that will be in the care, custody, or control of Contractor. B. Insurance Conditions 1. Insurance is to be primary and non-contributory with any insurance of the County and placed with admitted insurers rated by A.M. Best Co. as A: VII or higher. Lower rated, or approved but not admitted insurers, or any other requirement changes (such as limits) are subject to the prior approval of the County Risk Manager. 2. Each of the above required policies shall be endorsed to provide the County with thirty (30) days prior written notice of cancellation. The County is not liable for the payment of premiums or assessments on the policy. No cancellation provisions in the insurance policy shall be construed in derogation of the continuing duty of Contractor to furnish insurance during the term of this Agreement. 3. If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the County requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the County. 4. If the Contractor uses subcontractors or others to perform work under this Agreement, such subcontractors or other persons shall be Named Insured or Additionally Insured to the Contractor’s required insurance coverage, or required by the Contractor to comply with equivalent insurance and conditions of this Section.

Technology Professional Liability Errors and Omissions. Insurance appropriate to the Contractor’s profession and work hereunder, with limits not less than $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Contractor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, invasion of privacy violations, information theft, release of private information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. a. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency in the care, custody, or control of the Contractor. If not covered under the Contractor’s liability policy, such “property” coverage of the Agency may be endorsed onto the Contractor’s Cyber Liability Policy as covered property as follows: b. Cyber Liability coverage not less than $2,000,000 per occurrence, and sufficient to cover, the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency that will be in the care, custody, or control of Contractor. B. Insurance Conditions 1. Insurance is to be primary and non-contributory with any insurance of the County and placed with admitted insurers rated by A.M. Best Co. as A: VII or higher. Lower rated, or approved but not admitted insurers, or any other requirement changes (such as limits) are subject to the prior approval of the County Risk Manager. 2. Each of the above required policies shall be endorsed to provide the County with thirty (30) days prior written notice of cancellation. The County is not liable for the payment of premiums or assessments on the policy. No cancellation provisions in the insurance policy shall be construed in derogation of the continuing duty of Contractor to furnish insurance during the term of this Agreement. 3. If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the County requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the County. 4. If the Contractor uses subcontractors or others to perform work under this Agreement, such subcontractors or other persons shall be Named Insured or Additionally Insured to the Contractor’s required insurance coverage, or required by the Contractor to comply with equivalent insurance and conditions of this Section. 3. Exhibit B, entitled "Budget/Rates” is revised and replaced in its entirety. 4. Exhibit C, entitled “Scope of Work” is added. 5. Exhibit E, entitled “HIPAA Business Associate Addendum”, is revised and replaced in its entirety. Except as herein modified, all terms and conditions in said Agreement as heretofore approved remain unchanged and in full force and effect. COUNTY OF MERCED XXXXXXXXXXX.XXX, LLC By By Xxxxxxx Xxxxxxxx, Chairman, Board of Supervisors Xxxxxxx Xxxxx Associate Vice President Date Date 8/2/2024 APPROVED AS TO LEGAL FORM MERCED COUNTY COUNSEL MERCED COUNTY BEHAVIORAL HEALTH AND RECOVERY SERVICES By By Xxxxxx X. Xxxxxxxx Assistant County Counsel Xxxxxx Xxxx, DSW, LCSW Director Date Date County agrees to pay Contractor and Contractor agrees to receive compensation for Provider at the following rates: Regular Rate: $200-$260/hour, eight (8) hours per day, forty (40) hours per week (Monday – Friday) Overtime Rate: $215-$310/hour applies when workday exceeds eight (8) hours or for time worked while on beeper call. Weekday night On-Call: $225-$400/night (5:00p.m. to 8:00a.m.) or in conjunction with an eight (8) hour day (all hours worked are considered overtime.) Weekend/Holiday Call: $1,100/weekend day (twenty-four (24) hours)/Holiday on Call (all hours worked are considered overtime.) Regular Rate: $160-$180/hour Overtime Rate $240/hour applies when workday exceeds eight (8) hours Weekday night On-Call: $250/night (5:00p.m. to 8:00a.m.) or in conjunction with an eight (8) hour day (all hours worked are considered overtime.) Weekend/Holiday Call: $750/weekend day (twenty-four (24) hours)/Holiday on Call (all hours worked are considered overtime.) Regular Rate: $260-$295/hour, eight (8) hours per day, forty (40) hours per week (Monday – Friday) Overtime Rate: $300-$350/hour applies when workday exceeds eight (8) hours or for time worked while on beeper call. Weekday night On-Call: $300-$450/night (5:00p.m. to 8:00a.m.) or in conjunction with an eight (8) hour day (all hours worked are considered overtime.) Weekend/Holiday Call: $1,250/weekend day (twenty-four (24) hours)/Holiday on Call (all hours worked are considered overtime.) Regular Rate: $180-$200/hour Overtime Rate $240-$300/hour applies when workday exceeds eight (8) hours Weekday night On-Call: $250/night (5:00p.m. to 8:00a.m.) or in conjunction with an eight (8) hour day (all hours worked are considered overtime.) Weekend/Holiday Call: $800/weekend day (twenty-four (24) hours)/Holiday on Call (all hours worked are considered overtime.) Regular Rate: $260-$295/hour, eight (8) hours per day, forty (40) hours per week (Monday – Friday) Overtime Rate: $300-$350/hour applies when workday exceeds eight (8) hours or for time worked while on beeper call. Weekday night On-Call: $300-$450/night (5:00p.m. to 8:00a.m.) or in conjunction with an eight (8) hour day (all hours worked are considered overtime.) Weekend/Holiday Call: $1,250/weekend day (twenty-four (24) hours)/Holiday on Call (all hours worked are considered overtime.) Regular rate $350/hour Regular Rate: $180-$200/hour Overtime Rate $240-$300/hour applies when workday exceeds eight (8) hours Weekday night On-Call: $250/night (5:00p.m. to 8:00a.m.) or in conjunction with an eight (8) hour day (all hours worked are considered overtime.) Weekend/Holiday Call: $800/weekend day (twenty-four (24) hours)/Holiday on Call (all hours worked are considered overtime.) Actual rates charged will be based on Provider’s compensation rate. Administration fee: waived • The hourly rates are per hour per licensed psychiatrist or pro-ration thereof. • The all-inclusive rates include all of the provider’s hourly rate, travel and lodging expenses, and malpractice insurance. • Weeknight Call rate is a flat one-time charge per weeknight, with no additional charge for additional calls. • Weekend Call rate is a flat one-time charge per weekend day, with no additional charge for additional calls. • Holiday Premium: A premium of one weekend day on-call rate will be charged for Memorial Day, July 4th, Labor Day, Thanksgiving Day, Christmas Day, New Year’s Day and any other holidays recognized by County, should Provider have call duties on the holiday. In addition to the premium, the Weekend/Holiday on-call rate will be charged and any call-back hours will be charged at the overtime rate. Payments by County shall be monthly in arrears, for services provided during the preceding month, after receipt and verification of Contractor's invoices. If Contractor should fail to comply with any significant provision of this Agreement, County shall be relieved of its obligation for further compensation. Contractor shall submit to County monthly-itemized claims for Provider’s compensation no later than fifteen (15) days following the completion of the month of services. Contractor shall hold harmless the State of California and beneficiaries in the event County cannot or will not pay for covered services rendered by Provider pursuant to the terms of this Agreement.

Technology Professional Liability Errors and Omissions. Insurance appropriate to the Contractor’s profession and work hereunder, with limits not less than $2,000,000 100,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Contractor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, invasion of privacy violations, information theft, release of private information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. a. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency in the care, custody, or control of the Contractor. If not covered under the Contractor’s liability policy, such “property” coverage of the Agency may be endorsed onto the Contractor’s Cyber Liability Policy as covered property as follows: b. Cyber Liability coverage not less than $2,000,000 100,000 per occurrence, and sufficient to cover, the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency that will be in the care, custody, or control of Contractor. B. Insurance Conditions 1. Insurance is to be primary and non-contributory with any insurance of the County and placed with admitted insurers rated by A.M. Best Co. as A: VII or higher. Lower rated, or approved but not admitted insurers, or any other requirement changes (such as limits) are subject to the prior approval of the County Risk Manager. 2. Each of the above required policies shall be endorsed to provide the County with thirty (30) days prior written notice of cancellation. The County is not liable for the payment of premiums or assessments on the policy. No cancellation provisions in the insurance policy shall be construed in derogation of the continuing duty of Contractor to furnish insurance during the term of this Agreement. 3. If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the County requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the County. 4. If the Contractor uses subcontractors or others to perform work under this Agreement, such subcontractors or other persons shall be Named Insured or Additionally Insured to the Contractor’s required insurance coverage, or required by the Contractor to comply with equivalent insurance and conditions of this Section. E) Exhibit C, entitled "Program Budget”, is amended to include the attached Exhibit C.

Technology Professional Liability Errors and Omissions. Insurance appropriate to the ContractorSub-recipient’s profession and work hereunder, with limits not less than $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Contractor Sub-recipient in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, invasion of privacy violations, information theft, release of private information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. a. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency in the care, custody, or control of the ContractorSub- recipient. If not covered under the ContractorSub-recipient’s liability policy, such “property” coverage of the Agency may be endorsed onto the ContractorSub-recipient’s Cyber Liability Policy as covered property as follows: b. Cyber Liability coverage not less than $2,000,000 per occurrence, and sufficient to cover, the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency that will be in the care, custody, or control of ContractorSub-recipient. B. Insurance Conditions 1. Insurance is to be primary and non-contributory with any insurance of the County and placed with admitted insurers rated by A.M. Best Co. as A: VII or higher. Lower rated, or approved but not admitted insurers, or any other requirement changes (such as limits) are subject to the prior approval of the County Risk Manager. 2. Each of the above required policies shall be endorsed to provide the County with thirty (30) days prior written notice of cancellation. The County is not liable for the payment of premiums or assessments on the policy. No cancellation provisions in the insurance policy shall be construed in derogation of the continuing duty of Contractor Sub-recipient to furnish insurance during the term of this Agreement. 3. If the Contractor Sub-recipient maintains broader coverage and/or higher limits than the minimums shown above, the County requires and shall be entitled to the broader coverage and/or the higher limits maintained by the ContractorSub-recipient. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the County. 4. If the Contractor Sub-recipient uses subcontractors or others to perform work under this Agreement, such subcontractors subcontractor or other persons shall be Named Insured or Additionally Insured to the ContractorSub-recipient’s required insurance coverage, or required by the Contractor Sub-recipient to comply with equivalent insurance and conditions of this Section.

Technology Professional Liability Errors and Omissions. Insurance appropriate to the Contractor’s profession and work hereunder, with limits not less than $2,000,000 250,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Contractor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, invasion of privacy violations, information theft, release of private information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. a. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency in the care, custody, or control of the Contractor. If not covered under the Contractor’s liability policy, such “property” coverage of the Agency may be endorsed onto the Contractor’s Cyber Liability Policy as covered property as follows: b. Cyber Liability coverage not less than $2,000,000 250,000 per occurrence, and sufficient to cover, the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency that will be in the care, custody, or control of Contractor. B. Insurance Conditions 1. Insurance is to be primary and non-contributory with any insurance of the County and placed with admitted insurers rated by A.M. Best Co. as A: VII or higher. Lower rated, or approved but not admitted insurers, or any other requirement changes (such as limits) are subject to the prior approval of the County Risk Manager. 2. Each of the above required policies shall be endorsed to provide the County with thirty (30) days prior written notice of cancellation. The County is not liable for the payment of premiums or assessments on the policy. No cancellation provisions in the insurance policy shall be construed in derogation of the continuing duty of Contractor to furnish insurance during the term of this Agreement. 3. If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the County requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the County. 4. If the Contractor uses subcontractors or others to perform work under this Agreement, such subcontractors or other persons shall be Named Insured or Additionally Insured to the Contractor’s required insurance coverage, or required by the Contractor to comply with equivalent insurance and conditions of this Section.

Technology Professional Liability Errors and Omissions. Insurance appropriate to the Contractor’s profession and work hereunder, with limits not less than $2,000,000 per occurrenceCyber Liability insurance. Coverage Such coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Contractor LAA in this agreement and shall include, but not be limited to, to claims involving or loss involving: infringement of intellectual property, copyright, or trademark, ; invasion of privacy violations, ; data or information theft; damage to or destruction of electronic information; gathering, retention, use, theft or release of private private, personal, or confidential information, extortion ; extortion; and network security. The policy shall provide coverage for include, or be endorsed to include, i. breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.; a. The Policy shall include, or be endorsed to include, ii. property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency Yum in the care, custody, or control of the ContractorLAA; iii. If personal injury (including but not covered limited to slander, libel, disparagement of products or services, plagiarism, piracy, defamation, invasion of the right of privacy, and negligence arising from the dissemination of content) arising out of content published and/or incorporated into software by LAA; iv. violation of federal, state, or foreign security and/or privacy laws or regulations including GDPR and CCPA including investigative and notification costs and regulatory fines and penalties. LAA shall maintain coverage of at least USD $5,000,000 per each claim and annual aggregate with no sublimit for loss arising from violations of privacy laws and regulations. Such insurance must address all of the foregoing without limitation if caused by known or unknown third-parties, as well as by an employee of LAA or an independent contractor working on behalf of LAA in performing services under the Contractor’s liability policyagreement whether intentional or unintentional. The policy must provide coverage for wrongful acts, such “property” coverage of the Agency may be endorsed onto the Contractor’s Cyber Liability Policy as covered property as follows: b. Cyber Liability coverage not less than $2,000,000 per occurrenceclaims, and sufficient to cover, the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency that will be lawsuits anywhere in the care, custody, or control of Contractor. B. Insurance Conditions 1. Insurance is to world and must be primary and non-contributory with any insurance of the County and placed with admitted insurers rated by A.M. Best Co. as A: VII or higher. Lower rated, or approved but not admitted insurers, or any other requirement changes (such as limits) are subject to the prior approval of the County Risk Manager. 2. Each of the above required policies shall be endorsed to provide the County with thirty (30) days prior written notice of cancellation. The County is not liable for the payment of premiums or assessments on the policy. No cancellation provisions kept in the insurance policy shall be construed in derogation of the continuing duty of Contractor to furnish insurance force during the term of the agreement. The policy shall be written on a claims made form that has a retroactive date prior to the date of project commencement and is maintained by LAA throughout the performance of services under the agreement and for at least three (3) years thereafter (either as a policy in force or extended reporting period) after the termination of the agreement. The above limits requirements may be met with a combination of primary insurance and commercial excess or commercial umbrella insurance. All policies except Technology Professional Liability Errors and Omissions shall be written on an occurrence basis. The insurance coverages provided shall not be endorsed in such a way to prohibit coverage for liabilities that would arise during the Term, or that restrict the work described in the scope of this Agreement. 3. At all times LAA’s insurance will be primary and Yum’s insurance (if any) will be excess and non-contributory. LAA must notify Yum, of any deductible or self-insurance retention greater than $25,000. All insurance shall be placed with an insurer having a Best’s rating (or the equivalent of Best’s) A-VII or better, and must be payable in U.S. dollars. LAA shall provide a certificate of insurance evidencing the above coverages and naming: “Yum! Brands, Inc. and its affiliates and its franchisees and licensees, and current and former employees, officers, directors and agents of each of the foregoing companies, and each of the foregoing companies’ successors and assigns” as additional insureds. If any of the Contractor maintains broader coverage and/or higher limits than above insurance policies are canceled prior to expiration, LAA agrees to immediately replace the minimums shown aboveinsurance without lapse of coverage. LAA also agrees to provide annual update certificates for the above insurance policies. Yum has no duty to confirm the existence of such insurance or to monitor such certificates. If LAA allows any policy described herein to be cancelled for any reason, the County requires and without replacement, LAA shall be entitled considered in breach of this Agreement and subject to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Countyremedies described herein. 4. If the Contractor uses subcontractors or others to perform work under this Agreement, such subcontractors or other persons shall be Named Insured or Additionally Insured to the Contractor’s required insurance coverage, or required by the Contractor to comply with equivalent insurance and conditions of this Section.

Technology Professional Liability Errors and Omissions. Insurance appropriate to the Contractor’s profession and work hereunder, with limits not less than $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Contractor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, invasion of privacy violations, information theft, release of private information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. a. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency in the care, custody, or control of the Contractor. If not covered under the Contractor’s liability policy, such “property” coverage of the Agency may be endorsed onto the Contractor’s Cyber Liability Policy as covered property as follows: b. Cyber Liability coverage not less than $2,000,000 per occurrence3,000,000 annual aggregate, and sufficient to cover, the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency that will be in the care, custody, or control of Contractor. B. Insurance Conditions 1. Insurance is to be primary and non-contributory with any insurance of the County and placed with admitted insurers rated by A.M. Best Co. as A: VII or higher. Lower rated, or approved but not admitted insurers, or any other requirement changes (such as limits) are subject to the prior approval of the County Risk Manager. 2. Each of the above required policies shall be endorsed to provide the County with thirty (30) days prior written notice of cancellation. The County is not liable for the payment of premiums or assessments on the policy. No cancellation provisions in the insurance policy shall be construed in derogation of the continuing duty of Contractor to furnish insurance during the term of this Agreement. 3. If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the County requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the County. 4. If the Contractor uses subcontractors or others to perform work under this Agreement, such subcontractors or other persons shall be Named Insured or Additionally Insured to the Contractor’s required insurance coverage, or required by the Contractor to comply with equivalent insurance and conditions of this Section.

Technology Professional Liability Errors and Omissions. Insurance appropriate to the Contractor’s profession and work hereunder, with limits not less than $2,000,000 3,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Contractor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, invasion of privacy violations, information theft, release of private information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. a. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency in the care, custody, or control of the Contractor. If not covered under the Contractor’s liability policy, such “property” coverage of the Agency may be endorsed onto the Contractor’s Cyber Liability Policy as covered property as follows: b. Cyber Liability coverage not less than $2,000,000 3,000,000 per occurrence, and sufficient to cover, the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency that will be in the care, custody, or control of Contractor. B. Insurance Conditions 1. Insurance is to be primary and non-contributory with any insurance of the County and placed with admitted insurers rated by A.M. Best Co. as A: VII or higher. Lower rated, or approved but not admitted insurers, or any other requirement changes (such as limits) are subject to the prior approval of the County Risk Manager. 2. Each of the above required policies shall be endorsed to provide the County with thirty (30) days prior written notice of cancellation. The County is not liable for the payment of premiums or assessments on the policy. No cancellation provisions in the insurance policy shall be construed in derogation of the continuing duty of Contractor to furnish insurance during the term of this Agreement. 3. If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the County requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the County. 4. If the Contractor uses subcontractors or others to perform work under this Agreement, such subcontractors or other persons shall be Named Insured or Additionally Insured to the Contractor’s required insurance coverage, or required by the Contractor to comply with equivalent insurance and conditions of this Section.

Technology Professional Liability Errors and Omissions. Insurance appropriate to the ContractorVendor’s profession and work hereunder, with limits not less than $2,000,000 3,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Contractor CONTRACTOR in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, invasion of privacy violations, information theft, release of private information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. a. . The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency in the care, custody, or control of the ContractorVendor. If not covered under the ContractorVendor’s liability policy, such “property” coverage of the Agency may be endorsed onto the ContractorVendor’s Cyber Liability Policy as covered property as follows: b. : Cyber Liability coverage not less than $2,000,000 per occurrence, and in an amount sufficient to cover, cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency that will be in the care, custody, or control of ContractorVendor. B. Insurance Conditions 1. Insurance is to be primary and non-contributory with any insurance of the County County, and placed with admitted insurers rated by A.M. Best Co. as A: :VII or higher. Lower rated, or approved but not admitted insurers, or any other requirement changes (such as limits) are subject to the may be accepted if prior approval of is given by the County County’s Risk Manager. 2. Each of the above required policies shall be endorsed to provide the County with thirty (30) 30 days prior written notice of cancellation. The County is not liable for the payment of premiums or assessments on the policy. No cancellation provisions in the insurance policy shall be construed in derogation of the continuing duty of Contractor to furnish insurance during the term of this Agreement. 3. If the Contractor contractor maintains broader coverage and/or higher limits than the minimums shown above, the County requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractorcontractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the County. 4. If the Contractor uses subcontractors Sub-Contractors or others to perform work under this Agreementcontract, such subcontractors Sub-Contractor or other persons shall be Named Insured or Additionally Insured to the Contractor’s required insurance coverage, or required by the Contractor to comply with equivalent insurance and conditions of this Section. c) Delete Exhibit A, in its entirety, and replace with attached Exhibit A. d) Delete Exhibit B, in its entirety, and replace with attached Exhibit B. Except as herein modified, all terms and conditions in said Agreement as heretofore approved remain unchanged and in full force and effect. County of Merced 7th Avenue Center, LLC By: By: Chairman, Board of Supervisors Xxxx Xxxxxx Vice President Date: Date: APPROVED AS TO LEGAL FORM: RECOMMENDED FOR APPROVAL XXXXX X. XXXXXXX Behavioral Health and Recovery Services MERCED COUNTY COUNSEL By By Deputy Xxxxxxx Xxxxx Director