ResoluteGuard Services Agreement_CSJVRMA with Payment Agreement Attached 9.6.22

1 Service Agreement 2022

RESOLUTEGUARD SERVICES AGREEMENT
This Services Agreement (this "Agreement"), dated as of ___________________, 2022 (the "Effective Date"), is entered into by and between RESOLUTEGUARD LLC, a New Jersey limited liability company, with offices located at 417 Crescent Parkway, Sea Girt, New Jersey 08750 ("Service Provider"), and the City of ______________ ("Member"), who is a Member of CSJVRMA as described below.

1. Services. Central San Joaquin Valley Risk Management Association (“RMA”) is a Joint Powers Authority organized under California law and has within its membership California cities to whom it provides multiple liability coverages, property coverages, claim services, and public entity safety programs. Service Provider is in the business of providing cyber risk management services to local government agencies. Service Provider shall provide certain services relating to Service Provider’s “Cybersecurity Risk Management Program” (the "Services") to Member as set forth in Exhibit A, which is attached hereto and incorporated as if set forth fully herein.

2. Fees and Expenses. For the Services to be performed hereunder, RMA shall pay to Service Provider, on behalf of the Member the fixed fee for member city as set forth in that certain Payment Agreement by and between Service Provider and RMA dated September 1, 2022(the “Payment Agreement”) (collectively, the "Fees"), a copy of which is attached and incorporated herein. RMA will invoice members their respective fee plus a 5% administration charge.

3. Member’s Obligations. Member represents and warrants to Service as follows:

3.1 Member will cooperate with Service Provider in all matters relating to the Services and appoint a Member employee to serve as the primary contact with respect to this Agreement and who will have the authority to act on behalf of Member with respect to matters pertaining to this Agreement (the “Member Contract Manager”). Service Provider will be entitled to rely upon directions and guidance from the Member Contract Manager until Service Provider is affirmatively made aware of a change of status of the Member Contract Manager;

3.2 Member shall ensure that Service Provider has such access to Member’s equipment and networks (collectively, the “Environment”) as may reasonably be requested by Service Provider for the purposes of performing the Services. Without limiting the generality of the foregoing, Member hereby grants to Service Provider the right to monitor, diagnose, communicate with, retrieve information from, and otherwise access the Member’s Environment to enable Service Provider to provide the Services. Member acknowledges that Service Provider may be required to install one or more software agents into Member’s Environment through which such access may be enabled;

3.3 Member shall respond promptly to any Service Provider request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Service Provider to perform Services in accordance with the requirements of this Agreement. It being understood that if Service Provider’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Member, its agents, subcontractors, consultants, or employees, Service Provider shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Member, in each case, to the extent arising directly or indirectly from such prevention or delay;
2 ResoluteGuard Service Agreement 2022

3.4 Member shall comply fully with all reasonable specifications, rules, regulations, and policies governing the Services provided to Member by Service Provider. Such rules, regulations and policies shall be subject to change from time to time but only upon written agreement between Member and Service Provider;

3.5 Member, and not Service Provider, is responsible for Member’s own compliance with all applicable laws, including all confidentiality and security requirements, including, but not limited to such requirements of the FERPA, HIPAA, and the USA Patriot Act. The Services are intended, and will be used, to assist Member in making progress toward full regulatory compliance with any law, rule, regulation, or requirement that may be applicable to Member’s business or operations. The Services may aid Member’s efforts to fulfill regulatory compliance; however, the Services are not (and should not be used as) as a compliance solution;

3.6 Service Provider may provide Member with specific advice and directions related to the Services (“Advice”). Member is strongly advised to follow Advice which, depending on the situation, may require Member to make additional purchases or investments in its Environment at its sole cost. Member acknowledges and agrees that Service Provider is not responsible for any problems or issues (such as downtime or security-related issues) caused by Member’s failure to promptly follow Advice. If, in Service Provider’s discretion, Member’s failure to follow Advice renders part or all of the Services economically or technically unreasonable to provide, then Service Provider may terminate all or a portion of the Services;

4. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, "Intellectual Property Rights") in and to all documents, work product and other materials that are delivered to Member under this Agreement or prepared by or on behalf of Service Provider in the course of performing the Services (collectively, the "Deliverables") except for any Confidential Information of Member or Member-provided materials shall, as between Member and Service Provider, be owned exclusively by Service Provider. Service Provider hereby grants Member a license (or if applicable, a sublicense) to use all Intellectual Property Rights in the Deliverables free of additional charge (other than the Fees) and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis, solely to the extent necessary to enable Member to make reasonable use of the Deliverables and the Services.

5. Confidentiality. From time to time during the Term of this Agreement, either party (as the "Disclosing Party") may disclose or make available to the other party (as the "Receiving Party"), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within 10 days thereafter, is summarized in writing and confirmed as confidential ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's breach of this Section 5; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential 3 ResoluteGuard Service Agreement 2022
Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective order or other remedy. For purposes of this Section 5 only, Receiving Party's Group shall mean the Receiving Party's affiliates and its or their employees, officers, directors, shareholders, partners, members, managers, agents, independent contractors, service providers, sublicensees, subcontractors, attorneys, accountants, and financial advisors.

Provided however, this Section 5 shall not prohibit or otherwise prevent Service Provider from extracting, compiling, synthesizing, and analyzing data provided by Member to Service Provider in connection with the delivery of the Services to the extent such data or information does not identify or is otherwise attributable to Member and/or the RMA’s operations, systems, networks, or any person.

6. Term. This Agreement shall commence as of the Effective Date and, unless sooner terminated as provided in this Agreement, shall remain in full force and effect through the next June 30after which the term shall automatically renew for additional 12-month periods unless a party provides written notice to the other party no later than the May 31st prior to the expiration of the then current Term of that party’s intention to not renew this Agreement. In the event of termination, under any provision of this Agreement, Service Provider shall provide any services required to be performed under the Agreement which have been funded by the RMA pursuant to the Payment Agreement.

7. Termination. Either party may terminate this Agreement, effective upon written notice to the other party (the "Defaulting Party"), if the Defaulting Party: (a) materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach; (b) becomes insolvent or admits its inability to pay its debts generally as they become due; (c) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 days after filing; (d) is dissolved or liquidated or takes any corporate action for such purpose; (e) makes a general assignment for the benefit of creditors; or (f) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

Notwithstanding anything to the contrary in this section, Service Provider may terminate this Agreement before the expiration date of the Term on written notice if RMA fails to pay any amount when due under the Payment Agreement.

8. Termination Without Cause. Either party may terminate this Agreement for any reason at any time, without penalty, by giving the other party sixty (60) days advance written notice.

9. Independent Contractor. The details of the method and manner for performance of the Services by Service Provider shall be under its own control, Member being interested only in the 4 ResoluteGuard Service Agreement 2022
results thereof. The Service Provider shall be solely responsible for supervising, controlling, and directing the details and manner of the completion of the Services. Nothing in this Agreement shall give Member (or RMA) the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. Service Provider is for all purposes hereunder an independent contractor and in no event will Service Provider be considered an agent or employee of Member or RMA or any of their subsidiaries or affiliates for any purpose.

10. Limited Warranty. Service Provider warrants that it shall perform the Services, which includes the delivery of a vulnerability assessment to Member, in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services. SERVICE PROVIDER (a) MAKES NO WARRANTIES EXCEPT FOR THAT SET OUT ABOVE; AND (b) DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR

IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Without limiting the generality of the foregoing, Service Provider makes no representations or warranties with respect to any third party software or Deliverables provided to Member with respect to the Services, nor does Service Provider provide to Member any representations, warranties, assurances or promises that Member’s operations during or following the delivery of the Services will meet any or all regulatory compliance requirements (or other requirements of applicable laws). Service Provider's sole and exclusive liability and Member's sole and exclusive remedy for breach of the limited warranty set out in this Section shall be reperformance of the affected Services. If Service Provider cannot reperform the Services in compliance with the warranty set forth above within a reasonable time (but no more than 30 days) after Member's written notice of such breach, Member may, at its option, terminate the Agreement by serving written notice of termination in accordance with Section 7. Service Provider shall not have any obligation to refund to Member or RMA any portion of the fees previously paid by RMA as of the date of termination corresponding to the defective Services.

11. Limitation of Liability. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO

MEMBER OR TO ANY THIRD PARTY (INCLUDING ANY MEMBER) FOR ANY LOSS OF

USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR

ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR

PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH

DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS

BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

SERVICE PROVIDER'S SOLE LIABILITY ARISING OUT OF OR RELATED TO THIS

AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT,

TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE AS SET FORTH IN SECTION 10 ABOVE.

12. Insurance:
i. Commercial General Liability
a. Service Provider shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than two million dollars ($2,000,000) per occurrence, four million dollars ($4,000,000) aggregate for bodily injury, personal injury, and property damage, 5 ResoluteGuard Service Agreement 2022
including without limitation, blanket contractual liability. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. Service Provider’s general liability policies shall be primary and shall not seek contribution from Member’s coverage and be endorsed using Insurance Services Office form CG 20 10 (or equivalent) to provide that Member and its officers, officials, employees, and agents shall be additional insureds under such policies. b. Any failure to comply with reporting provisions of the policies by Service Provider shall not affect coverage provided to Member.
c. Coverage shall state that Service Provider’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.
d. Coverage shall contain a waiver of subrogation in favor of Member. ii. Business Automobile Liability
a. Service Provider shall provide auto liability coverage for owned, non-owned, and hired autos using ISO Business Auto Coverage form CA 00 01 (or equivalent) with a limit of no less than one million dollars ($1,000,000) per accident. iii. Workers’ Compensation and Employers’ Liability
a. Service Provider shall maintain Workers’ Compensation Insurance and Employer’s Liability Insurance with limits of at least one million dollars ($1,000,000). Service Provider shall submit to Member, along with the certificate of insurance, a waiver of subrogation endorsement in favor of Member, its officers, agents, employees, and volunteers.
iv. Technology Professional Liability
a. (Errors and Omissions) Insurance appropriate to the Consultant’s profession, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.

Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic 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.
v. All Coverages
a. Each insurance policy required by the agreement shall be endorsed to state that coverage shall not be suspended, voided, cancelled, or reduced in limits except after thirty (30) days' prior written notice has been given to Member, except that ten 6 ResoluteGuard Service Agreement 2022
(10) days’ prior written notice shall apply in the event of cancellation for nonpayment of premium.
b. All self-insurance, self-insured retentions, and deductibles must be declared and approved by Member.
c. Evidence of Insurance - Prior to commencement of work, Service Provider shall furnish Member with certificates, additional insured endorsements, and waivers of subrogation evidencing compliance with the insurance requirements above.

Service Provider must agree to provide complete, certified copies of all required insurance policies if requested by Member.
d. Acceptability of Insurers - Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A- VII or higher.

13. Indemnification: To the fullest extent permitted by law, Service Provider shall hold harmless, defend at its own expense, and indemnify Member and its officers, employees, agents, and volunteers, against any and all liability, claims, losses, damages, or expenses, including reasonable attorney’s fees, arising from all acts or omissions of contractor or its officers, agents, or employees in rendering services under this contract; excluding, however, such liability, claims, losses, damages, or expenses arising from Member’s sole negligence or willful acts. This obligation is independent of, and shall not in any way be limited by, the minimum Insurance obligations contained in this agreement. These obligations shall survive the completion or termination of this agreement.

14. Choice of Law. This Agreement and all matters arising out of or relating to this Agreement, including tort and statutory claims are governed by, and construed in accordance with the laws of California, without giving effect to any conflict of the laws provisions thereof that would result in the application of the laws of a different jurisdiction.

15. Entire Agreement. This Agreement and any attached exhibits or schedules constitute the entire Agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous written or oral understandings, agreements, representations, and warranties with respect to such subject matter.

16. Severability. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction.

17. Amendment. The parties may not amend this Agreement except by written instrument signed by the parties.

18. Waiver. No waiver of any right, remedy, power, or privilege under this Agreement ("Right(s)") is effective unless contained in a writing signed by the party charged with such waiver.

No failure to exercise, or delay in exercising, any Right operates as a waiver thereof. No single or partial exercise of any Right precludes any other or further exercise thereof or the exercise of any other Right. The Rights under this Agreement are cumulative and are in addition to any other rights and remedies available at law or in equity or otherwise. 7 ResoluteGuard Service Agreement 2022

19. Assignment. Neither party may directly or indirectly assign, transfer, or delegate any of or all of its rights or obligations under this Agreement, voluntarily or involuntarily, including by change of control, merger (whether or not such party is the surviving entity), operation of law, or any other manner, without the prior written consent of the other party. Any purported assignment or delegation in violation of this Section shall be null and void. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns. Except for the parties, their successors, and permitted assigns, there are no third-party beneficiaries under this Agreement (including Members).

20. Miscellaneous. Any provision that, in order to give proper effect to its intent, should survive the expiration or termination of this Agreement, will survive such expiration or termination for the period specified therein, or if nothing is specified for a period of 12 months after such expiration or termination. This Agreement may be executed in counterparts.

21. Dispute Resolution. Any proceedings to enforce the terms of this Agreement shall be commenced solely in the Superior Court for the State of California in the County within which the Member is located, or, if the court lacks jurisdiction over the subject matter, in the United States District Court for the Eastern District of California.

22. Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of RMA to make payments to Service Provider under the Payment Agreement), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within 10 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue.

The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of ten (10) consecutive days following written notice given by it under this Section, either party may thereafter terminate this Agreement upon 10 days' written notice.
[SIGNATURE PAGE FOLLOWS]
8 ResoluteGuard Service Agreement 2022
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date by their respective officers thereunto duly authorized.

RESOLUTEGUARD LLC
By__________________________________
Name: Jeffrey Schobel
Title: CEO
[CSJVRMA Member]
By___________________________________
Name:

Title:
9 ResoluteGuard Service Agreement 2022

EXHIBIT A

Cyber-insurance Action Plan (CAP) and Assessments Results Web Meeting to review CAP and Assessment Results
Provides fact-based recommendations and responses to Insurance Questionnaire Step by Step Action Plans prioritized by risk of loss occurrence -User Assignment
-Help/Support Documentation
-Align Policy and Solution Activities
Review Assessment Reports
Prioritize Network Action Plan by risk of potential loss occurrence Network Management Plan
-User-Friendly Detailed Remedial Actions
Consolidated Risk Report
-Network Security Summary
-Create Inventory Management Summary
-Establish Network Documentation
Review Excel Export
-Server Aging Report
-Workstation Aging Report
-Includes: Discovery Tasks, User Information, Disc Capacity, and more Policies and Procedures
Per insurance and NIST Requirements
Prioritize Policy Action Plan for Documenting Best Practices -Support for modifying policy templates
-Align Policy creation and Solution Activities
10 ResoluteGuard Service Agreement 2022
Each Subsequent 90 Day Comprehensive Internal/External Assessment Cyber-insurance Action Plan (CAP) and Assessment Results Web Meeting to review CAP and Assessment Results
Step by Step Action Plans re-prioritized by risk of loss occurrence -User Assignment
-Help/Support Documentation
-Re-align Policy and Solution Activities
Review Assessment Reports
Re-prioritize Network Action Plan by risk of potential loss occurrence -Review Change and Progress Reports
Network Management Plan
-User-Friendly Detailed Remedial Actions
-Change and Progress
Consolidated Risk Report
-Network Security Summary
-Updated Inventory Management Summary
-Updated Network Documentation
-Change and Progress
Review Excel Export
-Server Aging Report
-Workstation Aging Report
-Includes: Discovery Tasks, User Information, Disc Capacity & more -Change and Progress
Policies and Procedures
Per insurance and NIST-CSF Requirements
Re-prioritize Policy Action Plan for Documenting Best Practices -Support for modifying policy templates
-Align Policy Creation and Solution Activities
NIST CSF Compliance
Continue to Fill out additional questionnaires to achieve full NIST-CSF Compliance -Complete Inventory worksheet
-Complete User Access worksheet
-Complete External Port Use worksheet
-Complete NIST Category worksheets-Identify; Protect; Detect; Respond; Recover 1 ResoluteGuard Payment Agreement 2022

RESOLUTEGUARD PAYMENT AGREEMENT
This Payment Agreement (this "Agreement"), dated as of September 1, 2022 (the "Effective Date"), is entered into by and between RESOLUTEGUARD LLC, a New Jersey limited liability company, with offices located at 417 Crescent Parkway, Sea Girt, New Jersey 08750 ("Service Provider"), and Central San Joaquin Valley Risk Management Authority (“RMA”), a California Joint Powers Authority established and operating pursuant to California Government Code section 6500, et seq.

WHEREAS, RMA is a joint powers authority established pursuant to the California Government Code whose membership constitutes multiple cities, located within the California San Joaquin Valley. RMA provides multiple liability coverages, claims services, and safety programs for the member cities.

WHEREAS, Service Provider is in the Business of providing Cyber Risk Management Program Services to local government agencies.

WHEREAS, RMA wishes to provide its members with the option to obtain Cyber Risk Management Services in conjunction with the liability and property coverages it provides to members.

WHEREAS, Service Provider has agreed to provide Cyber Risk Management Services to members of RMA and is qualified and has all necessary licenses under Federal and State law to conduct its business and provide its services in the state of California.

The parties agree as follows:

1. Services. RMA is a network of municipal governments (collectively the “Members”). As a benefit with respect to Members’ membership with RMA, RMA has requested, and Service Provider has agreed, to provide certain services to all Members who choose to subscribe to Service Provider’s “Cybersecurity Risk Management Program” (the "Services"), as further set forth in the Service Agreements by and between Service Provider and subscribing Members as further described on Schedule A (the “Member Schedule”), which is incorporated as if set forth fully herein. Any RMA member who opts for services provided by Service Provider will enter into separate contracts with Service Providers. RMA shall, by way of this Payment Agreement, provide payments to Service Provider on behalf of RMA member cities who decide to enter into contracts with Service Provider.

2. Fees and Payment. Throughout the term of this Agreement, RMA shall be obligated to pay to ResoluteGuard, LLC as outlined in Exhibit B, the fees charged by Service Provider for services provided to the Members of RMA.

3. Confidentiality; No Control. RMA agrees and understands that unless Member gives written direction and permission to discuss all or a portion of the Services with RMA, Service Provider will not disclose any information deemed “Confidential Information” of Members under the Service Agreements. RMA has no rights in the Services and/or its delivery to Member. Nothing in this Agreement shall give RMA the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. Service Provider is an independent contractor of Members and in no event will Service Provider be considered an agent or employee of Members or RMA or any of its subsidiaries or affiliates for any purpose. 2 ResoluteGuard Payment Agreement 2022

4. Term. This Agreement shall commence as of the Effective Date and will remain in full force and effect while any Service Agreement with a member city remains outstanding, or unless terminated pursuant to the provisions below. In the event of termination, Service Provider shall continue to provide services to any member city who has in place an existing contract which has been fully executed and funded under this Agreement.

5. Termination for Breach or Cause. Either party may terminate this Agreement for cause, effective upon 30 days written notice to the other party (the "Defaulting Party"), if the Defaulting Party: (a) materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 30 days after receipt of written notice of such breach; (b) becomes insolvent or admits its inability to pay its debts generally as they become due; (c) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 days after filing; (d) is dissolved or liquidated or takes any corporate action for such purpose; (e) makes a general assignment for the benefit of creditors; or (f) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Notwithstanding anything to the contrary in this section, Service Provider may terminate this Agreement before the expiration date of the Term on written notice if RMA fails to pay the Fees when due hereunder any agreement by and between RMA and Service Provider.

6. Termination Without Cause. Either party may terminate this Agreement for any reason at any time, without penalty, by giving the other party sixty (60) days advance written notice. Any fees paid in advance will be returned on a pro rata basis, except for the first year of a Members Service Agreement where it will be prorated less an initial $1,250 activation fee. The activation fee shall apply to year one only.

7. Duty of Cooperation. Each of the parties hereto shall use commercially reasonable efforts to, from time to time at the request and sole expense of the other party, furnish the other party such further information or assurances, execute and deliver such additional documents, instruments, and conveyances, and take such other actions and do such other things, as may be reasonably necessary or appropriate to carry out the provisions of this Agreement and give effect to the transactions contemplated hereby. Each party shall deliver all communications in writing either in person, by certified or registered mail, return receipt requested and postage prepaid, by facsimile or email (with confirmation of transmission), or by recognized overnight courier service, and addressed to the other party at the addresses set forth below.

8. Insurance:
i. Commercial General Liability
a. Service Provider shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than two million dollars ($2,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. Service Provider’s general liability policies shall be primary and shall not seek contribution from RMA’s coverage and be endorsed using Insurance Services Office form CG 20 10 (or equivalent) to 3 ResoluteGuard Payment Agreement 2022
provide that RMA and its officers, officials, employees, and agents shall be additional insureds under such policies.
b. Any failure to comply with reporting provisions of the policies by Service Provider shall not affect coverage provided to RMA.
c. Coverage shall state that Service Provider’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.
d. Coverage shall contain a waiver of subrogation in favor of RMA. ii. Business Automobile Liability
a. Service Provider shall provide auto liability coverage for owned, non-owned, and hired autos using ISO Business Auto Coverage form CA 00 01 (or equivalent) with a limit of no less than one million dollars ($1,000,000) per accident. iii. Workers’ Compensation and Employers’ Liability
a. Service Provider shall maintain Workers’ Compensation Insurance and Employer’s Liability Insurance with limits of at least one million dollars ($1,000,000). Service Provider shall submit to RMA, along with the certificate of insurance, a waiver of subrogation endorsement in favor of RMA, its officers, agents, employees, and volunteers.
iv. Technology Professional Liability (Errors and Omissions) a. Insurance appropriate to the Consultant’s profession, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic 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.
v. All Coverages
a. Each insurance policy required by the agreement shall be endorsed to state that coverage shall not be suspended, voided, cancelled, or reduced in limits except after thirty (30) days' prior written notice has been given to RMA, except that ten (10) days’ prior written notice shall apply in the event of cancellation for nonpayment of premium.
b. All self-insurance, self-insured retentions, and deductibles must be declared and approved by RMA.
4 ResoluteGuard Payment Agreement 2022
c. Evidence of Insurance - Prior to commencement of work, Service Provider shall furnish RMA with certificates, additional insured endorsements, and waivers of subrogation evidencing compliance with the insurance requirements above. Service Provider must agree to provide complete, certified copies of all required insurance policies if requested by RMA.
d. Acceptability of Insurers - Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A- VII or higher.

9. Indemnification: To the fullest extent permitted by law, Service Provider shall hold harmless, defend at its own expense, and indemnify RMA and its officers, employees, agents, and volunteers, against any and all liability, claims, losses, damages, or expenses, including reasonable attorney’s fees, arising from all acts or omissions of contractor or its officers, agents, or employees in rendering services under this contract; excluding, however, such liability, claims, losses, damages, or expenses arising from RMA’s sole negligence or willful acts. This obligation is independent of, and shall not in any way be limited by, the minimum Insurance obligations contained in this agreement. These obligations shall survive the completion or termination of this agreement.

10. Choice of Law. This Agreement and all matters arising out of or relating to this Agreement, including tort and statutory claims are governed by, and construed in accordance with the laws of California, without giving effect to any conflict of the laws provisions thereof that would result in the application of the laws of a different jurisdiction.

11. Entire Agreement. This Agreement and any attached exhibits or schedules constitute the entire Agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous written or oral understandings, agreements, representations, and warranties with respect to such subject matter.

12. Severability. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction.

13. Amendment. The parties may not amend this Agreement except by written instrument signed by the parties.

14. Waiver. No waiver of any right, remedy, power, or privilege under this Agreement ("Right(s)") is effective unless contained in a writing signed by the party charged with such waiver.

15. Assignment. Neither party may directly or indirectly assign, transfer, or delegate any of or all of its rights or obligations under this Agreement, voluntarily or involuntarily, including by change of control or merger (whether or not such party is the surviving entity) by operation of law, or any other manner, without the prior written consent of the other party. Any purported assignment or delegation in violation of this Section shall be null and void. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns. Except for 5 ResoluteGuard Payment Agreement 2022
the parties, their successors, and permitted assigns, there are no third-party beneficiaries under this Agreement (including Members).

16. Miscellaneous. Any provision that, in order to give proper effect to its intent, should survive the expiration or termination of this Agreement, will survive such expiration or termination for the period specified therein, or if nothing is specified for a period of 12 months after such expiration or termination. This Agreement may be executed in counterparts.

17. Dispute Resolution. Any proceedings to enforce the terms of this Agreement shall be commenced solely in the Superior Court for the State of California, or, if the court lacks jurisdiction over the subject matter, in the United States District Court for the Eastern District of California.

18. Notice. Any notices to be provided by any party to this Agreement shall be made in writing, signed by an authorized signatory, and shall be deemed given upon receipt if personally delivered, sent by overnight mail by USPS or commercial service with confirmed delivery, or sent by certified mail (return receipt requested) addressed as follows:

To: RESOLUTEGUARD LLC To: CSJVRMA
Jeff Schobel Jeanette Workman
Chief Executive Officer Administrator
417 Crescent Parkway 1750 Creekside Oaks Dr., Ste 200
Sea Girt, NJ 08750 Sacramento, CA 95833
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date by their respective officers thereunto duly authorized.

RESOLUTEGUARD LLC
By_____________________________________
Name: Jeffrey Schobel
Title: CEO
Central San Joaquin Valley Risk
Management Authority
By_____________________________________
Name: Jeanette Workman
Title: Administrator
6 ResoluteGuard Payment Agreement 2022

SCHEDULE A
Subscribing Members will receive the following:

DESCRIPTION OF SERVICES
Comprehensive Internal/External Assessment and Improvement Based on NIST-CSF Controls
Web Meeting to Outline Onboarding and Setup for assessment software installation -Analyze submitted insurance renewal questionnaire
-Discuss assessment information requirements
-Screenshare with Technical staff to implement scanning software -Share best practices for optimal scanning results
Cyber-insurance Action Plan (CAP) and Assessments Results Web Meeting to review CAP and Assessment Results
Provides fact-based recommendations and responses to Insurance Questionnaire Step by Step Action Plans prioritized by risk of loss occurrence -User Assignment
-Help/Support Documentation
-Align Policy and Solution Activities
Review Assessment Reports
Prioritize Network Action Plan by risk of potential loss occurrence Network Management Plan
-User-Friendly Detailed Remedial Actions
Consolidated Risk Report
-Network Security Summary
-Create Inventory Management Summary
-Establish Network Documentation
Review Excel Export
-Server Aging Report
-Workstation Aging Report
-Includes: Discovery Tasks, User Information, Disc Capacity, and more Policies and Procedures
Per insurance and NIST Requirements
Prioritize Policy Action Plan for Documenting Best Practices -Support for modifying policy templates
-Align Policy creation and Solution Activities
7 ResoluteGuard Payment Agreement 2022
Each Subsequent 90 Day Comprehensive Internal/External Assessment Cyber-insurance Action Plan (CAP) and Assessment Results Web Meeting to review CAP and Assessment Results
Step by Step Action Plans re-prioritized by risk of loss occurrence -User Assignment
-Help/Support Documentation
-Re-align Policy and Solution Activities
Review Assessment Reports
Re-prioritize Network Action Plan by risk of potential loss occurrence -Review Change and Progress Reports
Network Management Plan
-User-Friendly Detailed Remedial Actions
-Change and Progress
Consolidated Risk Report
-Network Security Summary
-Updated Inventory Management Summary
-Updated Network Documentation
-Change and Progress
Review Excel Export
-Server Aging Report
-Workstation Aging Report
-Includes: Discovery Tasks, User Information, Disc Capacity & more -Change and Progress
Policies and Procedures
Per insurance and NIST-CSF Requirements
Re-prioritize Policy Action Plan for Documenting Best Practices -Support for modifying policy templates
-Align Policy Creation and Solution Activities
NIST CSF Compliance
Continue to Fill out additional questionnaires to achieve full NIST-CSF Compliance -Complete Inventory worksheet
-Complete User Access worksheet
-Complete External Port Use worksheet
-Complete NIST Category Worksheets-Identify; Protect; Detect; Respond; Recover 8 ResoluteGuard Payment Agreement 2022

SCHEDULE B
Service Provider shall provide the services to each member city who elects to enter into a Service Agreement based on the following terms and upon the fee for each member as set forth herein.

As of the effective date of this Agreement, Service Provider shall bill RMA a fee based on the Members who entered into a Services Agreement and monthly thereafter for any new Members who enter into mid-year Services Agreement. RMA will pay the costs set forth pursuant to the pricing schedule (the “Price Schedule”) adjusted for each Member who decides to obtain services related to the Program based on actual number of member devices to be determined on the first screening of each contract term conducted by Service Provider. Fees for Members entering mid-year contracts for the first year, shall be $1,250 for activation, with the remaining amount to be prorated based on a July 1 to June 30 fiscal year.

For all subsequent years, Service Provider shall bill RMA no later than July 1st for Members who have entered into a Services Agreement and monthly thereafter plus an initial year $1,250 activation fee for any new Members who enter into mid-year first year Services Agreements, with the remaining amount to be prorated based on a July 1 to June 30 fiscal year.

RMA shall pay within 45 days unless a conflict is identified in writing. Invoices should be emailed to [email protected] and [email protected].

RMA will be exclusively responsible for the payment of any and all fees due under or in connection with this Agreement, and Service Provider will not bill individual Members.

These fees are based upon the number of devices which are estimated based on employees of each member city, as designated below. The fee schedule will be updated based on the actual number of Member devices to be determined on the first screening of each contract term conducted by Service Provider. These calculations reflect fees on the following number of devices:
# of Devices 2022/23 2023/24
1 - 250 $4,500 $3,250
251 - 500 $5,650 $4,400
501 - 750 $6,800 $5,550
751 - 1000 $7,950 $6,700
1000 - 2150 $9,100 $7,800
9 ResoluteGuard Payment Agreement 2022
ESTIMATED #

DEVICES
BASED

ON EMPLOYEE RESOLUTEGUARD RESOLUTEGUARD

CENSUS FROM FEE PER MEMBER FEE PER MEMBER
MEMBER
CITY: 2022/23 BUDGET 2022/23 2023/24

1 ANGELS 46 4,500 3,250
2 ARVIN 61 4,500 3,250
3 ATWATER 94 4,500 3,250
4 AVENAL 56 4,500 3,250
5 CERES 195 4,500 3,250
6 CHOWCHILLA 111 4,500 3,250
7 CLOVIS 1133 9,100 7.850
8 CORCORAN 72 4,500 3,250
9 DELANO 213 4,500 3,250
10 DINUBA 146 4,500 3,250
11 DOS PALOS 40 4,500 3,250
12 ESCALON 60 4,500 3,250
13 EXETER 49 4,500 3,250
14 FARMERSVILLE 57 4,500 3,250
15 FIREBAUGH 64 4,500 3,250
16 FOWLER 42 4,500 3,250
17 GUSTINE 60 4,500 3,250
18 HUGHSON 23 4,500 3,250
19 HURON 30 4,500 3,250
20 KERMAN 111 4,500 3,250
21 KINGSBURG 126 4,500 3,250
22 LATHROP 99 4,500 3,250
23 LEMOORE 173 4,500 3,250
24 LINDSAY 57 4,500 3,250
25 LIVINGSTON 74 4,500 3,250
26 LOS BANOS 221 4,500 3,250
27 MADERA 275 5,650 4,400
28 MARICOPA 11 4,500 3,250
29 MCFARLAND 60 4,500 3,250
30 MENDOTA 51 4,500 3,250
31 MERCED 573 6,800 5.550
32 NEWMAN 105 4,500 3.250
33 OAKDALE 118 4,500 3.250
34 ORANGE COVE 53 4,500 3,250
35 PARLIER 71 4,500 3,250
36 PATTERSON 268 5,650 4,400
37 PORTERVILLE 342 5,650 4,400
38 REEDLEY 258 5,650 4,400
10 ResoluteGuard Payment Agreement 2022
39 RIPON 131 4,500 3,250
40 RIVERBANK 68 4,500 3,250
41 SAN JOAQUIN 15 4,500 3,250
42 SANGER 158 4,500 3,250
43 SELMA 146 4,500 3,250
44 SHAFTER 145 4,500 3,250
45 SONORA 67 4,500 3,250
46 SUTTER CREEK 26 4,500 3,250
47 TAFT 53 4,500 3,250
48 TEHACHAPI 89 4,500 3,250
49 TRACY 524 6,800 5,550
50 TULARE 437 5,650 4,400
51 TURLOCK 553 6,800 5,550
52 WASCO 64 4,500 3,250
53 WATERFORD 24 4,500 3,250
54 WOODLAKE 31 4,500 3,250

TOTAL 8129 $260,250

Ripon City CouncilSeptember 13, 2022

Ripon City Council
September 13, 2022