SOFTWARE LICENSE, HARDWARE OWNERSHIP AND SERVICES AGREEMENT WITH
CITY OF REDONDO BEACH
W I T N E S S E T H :
A. The City of Redondo Beach (Subscriber) seeks to engage the services and partner with the City of Whittier (Whittier), through their City Clerk/Elections Official Office, as related to Subscriber’s conduct of its Tuesday, March 5, 2025, General Municipal Election.
B. Whittier represents that it has that degree of specialized expertise contemplated within California Government Code Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated.
C. Subscriber desires to contract for the specific services described in Scope of Work and desires to set forth their rights, duties, and liabilities in connection with the services to be performed.
D. No official or employee of Whittier has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement.
E. Through this agreement, the Subscriber owns one-third share of the server for usage and storage of their voter records.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:
Project Term
Project Term: The execution of this agreement through the conclusion of all election activities required by the City Charter, California Elections and Government Code, and applicable State laws and regulations including, but not limited to, election challenge and recall proceedings. At the conclusion of all lawful election activities, the server and all data shall be securely deleted.
Scope of Work
Whittier, through its City Clerk/Election Official’s Office, will provide the following:
A. Partnering with Subscriber for the cost-effective development and implementation of technology related to the issue, receipt, authentication, processing, and canvass of Vote-by-Mail materials and ballots.
Item A – Software License:
The City of Whittier has developed ‘General Election Management’ (“GEM Software”), a custom voter tracking software for the conduct of a standalone election.
Functions of Software:
• Compare voter files to filter for new, modified, and removed voters. • Issue Ballots and track returned ballots.
• Voter Signature validation lookup and tracking.
Excel Report Functionality:
• Confidential Voters
• Voter ID Report
• Summary of Voter Status by Precinct Report
• Military Overseas Voters Report
• Voted Voters Report
• Multiple Ballot Report
• Signature Verified Report
• Pending Signature Report
• Signature Missing/Challenge Report and Letters
Export Functionality:
• Initial Mailing file for Vote-by-mail issuing
• Mailing file or labels for supplemental mailings
• Voter status for candidates – Daily Ballots Issued
• Voter status for candidates – Daily Ballots Returned
• E-Poll Book Roster
Subscriber is responsible for the delivery of digital files to the City of Whittier in a form mutually accepted agreed upon. The digital files include:
I. One Precinct Consolidation File
II. Three Election Voter Files
III. One Signature Image File
The precinct consolidation, voter, and signature files will be stored on a secure, encrypted standalone server with redundancy measures, encryption, multi-factor authentication, regular third-party security audits, and proper firewall and anti-virus measures in place.
The encryption will cover both data at rest and in transit. Whittier grants to Subscriber a license to use software ‘GEM’. Manuals and training will be provided by the City of Whittier.
The City of Whittier will import one (1) consolidation file, three (3) voter files, and one (1) signature image file per election at the following projected dates:
88 Days before Election (E-88): Import Precinct File
64 Days before Election (E-64): Import Signature Files
65 Days before Election (E-65): Initial Voter Mailing File 29 Days before Election (E-29): Supplemental Voter Mailing File 14 Days before Election (E-14): Supplemental Voter Mailing File License Fee (Compensation):
In exchange for Whittier granting to Subscriber the non-exclusive license to use the GEM Software, Subscriber shall pay to Whittier a license fee of $11,000, 30 days after the certification of the election.
Additional Services may be granted with a mutually agreed upon amendment.
ADDITIONAL CONDITIONS
1.1 Security Obligations. Subscriber agrees its Authorized Users shall securely manage their respective password(s) for access to the GEM Software. Subscriber agrees it shall notify Whittier promptly in the event it becomes aware of any unauthorized access or use of the GEM Software, or of any of its or its Authorized Users passwords or accounts.
1.2 Cybersecurity Measures. Whittier shall ensure that all data, including voter information, is protected using industry-standard encryption protocols (AES-256 or equivalent) for data at rest and in transit. Additionally, multi-factor authentication will be implemented for access to all sensitive systems, and Whittier shall conduct regular thirdparty cybersecurity audits. Whittier must notify Subscriber of any identified vulnerabilities and document how they are being addressed.
1.3 Incident Response and Notification Obligations. In the event of a data breach or suspected unauthorized access, Whittier agrees to notify the Subscriber immediately, but no later than 24 hours after becoming aware of the incident. Whittier will work with Subscriber to contain and mitigate the breach, including providing detailed information on the compromised data and steps taken to resolve the issue. Both parties will cooperate in good faith to provide any required notifications to affected parties and regulatory bodies.
1.4 Title. As between Whittier and Subscriber, Whittier retains title to and ownership of the GEM Software, including all copyrights and other Intellectual Property Rights relating thereto. Any suggestions for changes or improvements to Services that Subscriber provides to Whittier, whether solicited by Whittier or not, shall be owned by Whittier and Subscriber hereby irrevocably assigns, and shall assign, to Whittier all right, title, and interest in and to such suggestions. Whittier shall have no obligation to incorporate such suggestion into its products or Services.
1.5 Subscriber Data. As between Whittier and Subscriber, Subscriber shall retain all right, title, and interest, including, without limitation, all Intellectual Property Rights, in and to the Subscriber Data. Subscriber shall have the sole responsibility for the accuracy, quality,and legality of the Subscriber Data, including obtaining all rights and consents necessary to share the Subscriber Data with Whittier as set forth in this Agreement.
Notwithstanding the foregoing, Whittier shall not sell, disclose, or offer for sale any Subscriber Data, whether in Subscriber identifiable or anonymized and aggregated form. Whittier shall comply with its obligations under allLaws applicable to Whittier’s provision of the Service, including all such Laws related to privacy, data security, and data protection, including the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA).
1.6 Use of Third-Party Components. Whittier may use Vendors to provide certain functions of the Services, including without limitation, hosting and data analysis, but notwithstanding any other provision of this agreement to the contrary, Whittier shall ensure that the Vendors provide the Services to the level required of Whittier by this Agreement at no additional cost to Subscriber. Whittier shall ensure that these thirdparty Vendors comply with the same data security and privacy standards outlined in this Agreement. Subscriber acknowledges that each Vendor may have its own policies and terms and conditions.
1.7 Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party. If a delay beyond the control of Whittier is encountered, a time extension may be mutually agreed upon in writing by Whittier and the Subscriber.
1.8 Notice of Termination. Whittier reserves and has the right and privilege of canceling, suspending, or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing at least fifteen (15) days prior written notice to Subscriber. The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Whittier shall immediately stop rendering services under this Agreement unless directed otherwise by the Subscriber.
1.9 No Other Warranties. Use of GEM Software is not intended to be a substitute for professional judgment of users. GEM Software does not provide legal advice.
Subscriber shall be responsible for all its own actions or failure to act in connection with the GEM Software. Whittier cannot guarantee that every error in the GEM Software or problem raised by Subscriber will be resolved. The services, the third party components, and the third party data are provided “as is.” Whittier assumes no responsibility or risk for Subscriber's use or misuse of, or failure to use, the information provided through the GEM Software. Whittier does not guarantee that every error in the GEM Software or problem raised by Subscriber will be resolved.
1.10 Limitation of Liability and Indemnity. Whittier’s maximum liability arising out of or relating to this agreement or the services provided hereunder, regardless of the cause of action (whether in contract, tort, breach of warranty, or otherwise), will not exceed the greater of the aggregate amount of the fees paid and payable to Whittier by Subscriber.
However, Whittier’s liability shall not be limited in cases of gross negligence, willful misconduct, or breach of data security obligations that result in a data breach or loss of voter information. Whittier shall be responsible for the acts or omissions of any thirdparty vendor it employs to provide services under this Agreement. Whittier shall fully indemnify and hold Subscriber harmless from and against any claims, damages, or liabilities arising from a third-party vendor’s failure to comply with the agreed-upon cybersecurity, data protection, or performance standards, including but not limited to third-party data breaches or unauthorized disclosures.
Whittier shall also indemnify, defend, and hold harmless the City of Redondo Beach from any claims, actions, or damages related to third-party software components, services, or data breaches, including legal expenses, that result from Whittier’s use of such components in connection with GEM Software or related election services.
1.11 Insurance. Whittier shall maintain adequate insurance, including but not limited to cyber liability insurance with limits sufficient to cover data breaches or other cybersecurity incidents involving the GEM Software or related services. The policy shall cover
incidents related to third-party vendors used by Whittier and any breaches of voter data.
Subscriber shall be named as an additional insured under the cyber liability insurance policy, and Whittier shall provide proof of such coverage before the execution of this agreement.
1.12 Responsibilities for Planned Updates. Whittier shall undertake commercially reasonable efforts to patch, repair, or update the Software in order to integrate it with the updated Integrated Third Party Software.
1.13 Public Records Act Disclosure / Exemption. Subscriber has been advised and is aware that this Agreement and all reports, documents, information, and data, including but not limited to, computer tapes, discs, or files furnished or prepared by Subscriber, or any of its subcontractors, pursuant to this Agreement and provided to Whittier may be subject to public disclosure or exempt from disclosure as required by the California Public Records Act (California Government Code Section 7920.000 et seq.).
Exemptions to the California Public Records Act may be applicable as Critical Infrastructure for Elections under Information Technology under Government Code Section Gov Code 7929.205 and 7929.210, and trade secrets, as that term is defined in the California Government Code Section 7924.510(f), and of which Whittier informs Subscriber of such trade secret. The Subscriber will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. Subscriber shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.
Any disclosure or release of data that could compromise the security of the election or voter information must first be reviewed to ensure compliance with state and federal laws governing the protection of voter records. The parties agree to cooperate in limiting any such disclosure and applying all necessary exemptions where applicable.
1.14 Notices. Any notices, documents, correspondence, or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, or if mailed, shall be addressed as set forth below and placed in a sealed envelope, postage prepaid, and deposited in the United States Postal Service. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; and b) 72 hours after deposit in the U.S.
Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail.
IF TO SUBSCRIBER: IF TO CITY:
City of Redondo Beach City of Whittier
415 Diamond Street, Door 1 13230 Penn Street
Redondo Beach, CA 90277 Whittier, CA 90602
Tel: 310-697-4646 Tel: (562) 567-9850
Email: [email protected] Email: [email protected] Attn: Eleanor Manzano Attn: Rigoberto Garcia
1.15 Termination and Post-Termination Data Handling. In the event of termination, all voter data stored on the server shall be securely deleted within 30 days of termination, unless otherwise required by law. Both parties agree to comply with all data retention and deletion requirements applicable under state and federal laws, including those under the California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA).
1.16 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.
1.17 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written.
CITY OF WHITTIER, a charter city
__________________________________ Date: _____________________ RIGOBERTO GARCIA, JR. City Clerk
(seal)
SUBSCRIBER
CITY OF REDONDO BEACH,
a chartered municipal corporation
__________________________________ Date: _____________________ Signature
__________________________________
Name and Title
APPROVED AS TO FORM:
______________________________
Michael W. Webb, City Attorney
ATTEST:
______________________________
Eleanor Manzano, City Clerk