Contract ID #ITARC-653
RESEARCH and ADVISORY SERVICE AGREEMENT
between
COUNTY OF RIVERSIDE
and
GARTNER, INC.
O F
HEY COUNTY oF
COUNTY RIVERSIO
YOUTHERN CALFORTUN
MAY 9, 1893
Form #116-310 - Dated: 12/01/2023 Page 1 of 26
JAN S O 2024 3.22
Contract ID #ITARC-653
TABLE OF CONTENTS
SECTION HEADING PAGE NUMBER
1. Description of Services. ..3
Period of Performance.. .. 3
Compensation . 3
4. Alteration or Changes to the Agreement ... 5
Termination ..5
6. Ownership/Use of Contract Materials and Products 6
Conduct of Contractor 6
8. Inspection of Service: Quality Control/Assurance ...7
9. Independent Contractor/Employment Eligibility.. 7
10. Subcontract for Work or Services 9
11. Disputes 9
12. Licensing and Permits 9
13. Use by Other Political Entities. 10
14. Non-Discrimination 10
15. Records and Documents .. 10
16. Confidentiality . 10
17. Administration/Contract Liaison 11
18. Notices... ..11
19. Force Majeure. . 12
20. EDD Reporting Requirements 12
21. Hold Harmless/Indemnification. .. 12
22. Insurance 13
23. General 15
Exhibit A - Scope of Service and Cost ... 19
Exhibit B - Master Client Agreement - Gartner, Inc
Form #116-310 - Dated: 12/01/2023 Page 2 of 26
Contract ID #ITARC-653
This Agreement made and entered into by and between Gartner, Inc., a Delaware corporation authorized to conduct business in the State of California, (hereinafter referred to as "CONTRACTOR"), and the County of Riverside, a political subdivision of the State of California, (herein referred to as "COUNTY"). The parties agree as follows:
1. Description of Services
1.1 CONTRACTOR shall provide the COUNTY with access to the subscription-based Research and Advisory Services ("Services") listed in Exhibit A in this Agreement.
1.2 CONTRACTOR represents that it has the skills, experience, and knowledge necessary to perform under this Agreement and the COUNTY relies upon this representation. CONTRACTOR shall perform to the satisfaction of the COUNTY and in conformance to and consistent with the highest standards of firms/professionals in the same discipline in the State of California.
1.3 CONTRACTOR affirms this it is fully apprised of all of the work to be performed under this Agreement; and the CONTRACTOR agrees it can properly perform this work at the prices stated in Exhibit A.
CONTRACTOR is not to perform services or provide products outside of the Agreement without the written consent of the COUNTY.
1.4 Acceptance by the COUNTY of the CONTRACTOR's performance under this Agreement does not operate as a release of CONTRACTOR's responsibility for full compliance with the terms of this Agreement.
2. Period of Performance
2.1 This Agreement shall be effective from February 1, 2024, through January 31, 2025, with the option to renew annually up to four (4) additional years through January 31, 2029, unless terminated earlier.
The Riverside County Board of Supervisors is the only authority that may obligate the County for a non- cancelable multi-year agreement.
3. Compensation
3.1 The COUNTY shall pay the CONTRACTOR for services performed, products provided, and expenses incurred in accordance with the terms of Exhibit A. Maximum payments by COUNTY to CONTRACTOR including all expenses shall not exceed the amount listed in Exhibit A of this Agreement.
The COUNTY is not responsible for any fees or costs incurred above or beyond the contracted amount as listed in Exhibit A of this Agreement and shall have no obligation to purchase any specified number of services or products. Unless otherwise specifically stated in Exhibit A, COUNTY shall not be responsible for payment of any of CONTRACTOR's expenses related to this Agreement.
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Contract ID #ITARC-653
3.2 No price increases will be permitted during the term of this Agreement.
3.3 CONTRACTOR shall be paid only in accordance with an invoice submitted to COUNTY by CONTRACTOR within fifteen (15) days from the last day of each calendar month, and COUNTY shall pay the invoice within thirty (30) days from the date of receipt of the invoice. Payment shall be made to CONTRACTOR only after services have been rendered or delivery of materials or products, and acceptance has been made by COUNTY. Prepare invoices in duplicate. For this Agreement, send the original and duplicate copies of invoices to:
Riverside County Information Technology
Attn: Account Payable
3450 14' Street
Riverside, CA 92501
a) Each invoice shall contain a minimum of the following information: invoice number and date; remittance address; bill-to and ship-to addresses of ordering department/division; Agreement number (ITARC-653); quantities; item descriptions, unit prices, extensions, sales/use tax if applicable, and an invoice total.
b) Invoices shall be rendered monthly in arrears.
3.4 The COUNTY obligation for payment of this Agreement beyond the current fiscal year end is contingent upon and limited by the availability of COUNTY funding from which payment can be made, and invoices shall be rendered "monthly" in arrears. In the State of California, Government agencies are not allowed to pay excess interest and late charges, per Government Codes, Section 926.10. No legal liability on the part of the COUNTY shall arise for payment beyond June 30 of each calendar year unless funds are made available for such payment. In the event that such funds are not forthcoming for any reason, COUNTY shall immediately notify CONTRACTOR in writing; and this Agreement shall be deemed terminated, have no further force, and effect.
4. Alteration or Changes to the Agreement
4.1 The Board of Supervisors and the COUNTY Purchasing Agent and/or his designee is the only authorized COUNTY representatives who may at any time, by written order, alter this Agreement. If any such alteration causes an increase or decrease in the cost of, or the time required for the performance under this Agreement, an equitable adjustment shall be made in the Agreement price or delivery schedule, or both, and the Agreement shall be modified by written amendment accordingly.
4.2 Any claim by the CONTRACTOR for additional payment related to this Agreement shall be made in writing by the CONTRACTOR within 30 days of when the CONTRACTOR has or should have notice of any actual or claimed change in the work, which results in additional and unanticipated cost to the Form #116-310 - Dated: 12/01/2023 Page 4 of 26
Contract ID #ITARC-653
CONTRACTOR. If the COUNTY Purchasing Agent decides that the facts provide sufficient justification, he may authorize additional payment to the CONTRACTOR pursuant to the claim.
Termination
5.1 COUNTY expressly waives its right of termination for convenience. However, if appropriated funds are no longer available County may terminate this Agreement stating the extent and effective date of termination upon 60 days written notice and served upon Contractor prior to start of County's new fiscal year (July 1st). County shall provide Contractor with certified Declaration by County's authorized representative that appropriated funds are no longer available to pay Contractor for remaining contract term.
5.2 In the event of a material breach, COUNTY may provide CONTRACTOR with written notice of the material breach, with such sufficient detail so CONTRACTOR can readily understand the claim for material breach. CONTRACTOR shall have ten (10) days from the date of its receipt of such notification to cure such material breach. If the material breach is not cured within that time period, the COUNTY may terminate this Agreement immediately. In the event of such termination, the COUNTY may proceed with the work in any manner deemed proper by COUNTY.
5.3 CONTRACTOR may terminate this Agreement without cause upon 30 days written notice served upon the CONTRACTOR stating the extent and effective date of termination.
5.4 After receipt of the notice of termination, CONTRACTOR shall:
(a) Stop all work under this Agreement on the date specified in the notice of termination; and
(b) Transfer to COUNTY and deliver in the manner as directed by COUNTY any materials, reports or other products, which, if the Agreement had been completed or continued, would have been required to be furnished to COUNTY.
5.5 After termination, COUNTY shall make payment only for CONTRACTOR's performance up to the date of termination in accordance with this Agreement.
5.6 CONTRACTOR's rights to payment under this Agreement shall terminate (except for fees accrued prior to the date of termination) upon dishonesty or a willful or material breach of this Agreement by CONTRACTOR; or in the event of CONTRACTOR's unwillingness or inability for any reason whatsoever to perform the terms of this Agreement. In such event, CONTRACTOR shall not be entitled to any further compensation under this Agreement.
Form #116-310 - Dated: 12/01/2023 Page 5 of 26
Contract ID #ITARC-653
5.7 If the Agreement is federally or State funded, CONTRACTOR cannot be debarred from the System for Award Management (SAM). CONTRACTOR must notify the COUNTY immediately of a debarment. Reference: System for Award Management (SAM) at https://www.sam.gov for Central Contractor Registry (CCR), Federal Agency Registration (Fedreg), Online Representations and Certifications Application, and Excluded Parties List System (EPLS)). Excluded Parties Listing System (ELS) (http://www.epls.gov) (Executive Order 12549, 7 FR Part 3017, 45 CFR Part 76, and 44 CFR Part 17). The System for Award Management (SAM) is the Official U.S. Government system that consolidated the capabilities of CCR/FedReg, ORCA, and EPLS.
5.8 The rights and remedies provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or this Agreement.
6. Ownership/Use of Contract Materials and Products
6.1 The CONTRACTOR agrees that all materials, reports or products in any form, including electronic, created by CONTRACTOR for which CONTRACTOR has been compensated by COUNTY pursuant to this Agreement shall be the sole property of the COUNTY. The material, reports or products may be used by the COUNTY for any purpose that the COUNTY deems to be appropriate, including, but not limit to, duplication and/or distribution within the COUNTY or to third parties. CONTRACTOR agrees not to release or circulate in whole or part such materials, reports, or products without prior written authorization of the COUNTY.
6.2 Notwithstanding the foregoing, CONTRACTOR shall retain ownership of all knowledge, techniques, procedures, routines, templates and methods which have been developed by CONTRACTOR in its regular course of business and not for specific use in performance of this Contract, and used in the provision of services ("Contractor Tools"). CONTRACTOR shall grant the COUNTY, upon full payment, a perpetual, irrevocable, non-assignable, non-exclusive license to all Contractor Tools that CONTRACTOR embeds in or provides with any work product or that are otherwise used in connection with the services.
7. Conduct of Contractor
7.1 The CONTRACTOR covenants that it presently has no interest, including, but not limited to, other projects or contracts, and shall not acquire any such interest, direct or indirect, which would conflict in any manner or degree with CONTRACTOR's performance under this Agreement. The CONTRACTOR further covenants that no person or subcontractor having any such interest shall be employed or retained by CONTRACTOR under this Agreement. The CONTRACTOR agrees to inform the COUNTY of all the Form #116-310 - Dated: 12/01/2023 Page 6 of 26
Contract ID #ITARC-653
CONTRACTOR's interests, if any, which are or may be perceived as incompatible with the COUNTY's interests.
7.2 The CONTRACTOR shall not, under circumstances which could be interpreted as an attempt to influence the recipient in the conduct of his/her duties, accept any gratuity or special favor from individuals or firms with whom the CONTRACTOR is doing business or proposing to do business, in accomplishing the work under this Agreement.
7.3 The CONTRACTOR or its employees shall not offer gifts, gratuity, favors, and entertainment directly or indirectly to COUNTY employees.
8. Inspection of Service; Quality Control/Assurance
8.1 All performance (which includes services, workmanship, materials, supplies and equipment furnished or utilized in the performance of this Agreement) shall be subject to inspection and test by the COUNTY of other regulatory agencies at all times. The CONTRACTOR shall provide adequate cooperation to any inspector or other COUNTY representative to permit him/her to determine the CONTRACTOR's conformity with the terms of this Agreement. If any services performed or products provided by CONTRACTOR are not in conformance with the terms of this Agreement, the COUNTY shall have the right to require the CONTRACTOR to perform the services or provide the products in conformance with the terms of the Agreement at no additional cost to the COUNTY provided that the nonconformance is not a result of: i) any defects in the software; ii) any inappropriate or improper usage of the work or services by the COUNTY, unless such actions are taken at the direction of CONTRACTOR; or iii) any circumstance not within the reasonable control of CONTRACTOR. When the services to be performed or the products to be provided are of such nature that the difference cannot be corrected; the COUNTY shall have the right to: (1) require the CONTRACTOR immediately to take all necessary steps to ensure future performance in conformity with the terms of the Agreement; and/or (2) reduce the Agreement price to reflect the reduced value of the services performed or products provided. The COUNTY may also terminate this Agreement pursuant to section 5.2 and charge to CONTRACTOR any reasonable costs incurred by the COUNTY because of the CONTRACTOR's failure to perform.
8.2 CONTRACTOR shall establish adequate procedures for self-monitoring and quality control and assurance to ensure proper performance under this Agreement; and shall permit a COUNTY representative or other regulatory official to monitor, assess, or evaluate CONTRACTOR's performance under this Agreement at any time, upon reasonable notice to the CONTRACTOR.
9. Independent Contractor/Employment Eligibility
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Contract ID #ITARC-653
9.1 The CONTRACTOR is, for purposes relating to this Agreement, an independent contractor and shall not be deemed an employee of the COUNTY. It is expressly understood and agreed that the CONTRACTOR (including its employees, agents, and subcontractors) shall in no event be entitled to any benefits to which COUNTY employees are entitled, including but not limited to overtime, any retirement benefits, worker's compensation benefits, and injury leave or other leave benefits. There shall be no employer-employee relationship between the parties; and CONTRACTOR shall hold COUNTY harmless from any and all claims that may be made against COUNTY based upon any contention by a third party that an employer-employee relationship exists by reason of this Agreement. It is further understood and agreed by the parties that CONTRACTOR in the performance of this Agreement is subject to the control or direction of COUNTY merely as to the results to be accomplished and not as to the means and methods for accomplishing the results.
9.2 CONTRACTOR warrants that it shall make its best effort to fully comply with all federal and state statutes and regulations regarding the employment of aliens and others and to ensure that employees performing work under this Agreement meet the citizenship or alien status requirement set forth in federal statutes and regulations. CONTRACTOR shall obtain from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by federal or state statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986, 8 U.S.C. 81324 et seg., as they currently exist and as they may be hereafter amended. CONTRACTOR shall retain all such documentation for all covered employees, for the period prescribed by the law.
9.3 Ineligible Person shall be any individual or entity who: Is currently excluded, suspended, debarred or otherwise ineligible to participate in the federal health care programs; or has been convicted of a criminal offense related to the provision of health care items or services and has not been reinstated in the federal health care programs after a period of exclusion, suspension, debarment, or ineligibility.
9.4 CONTRACTOR shall screen prospective Covered Individuals prior to hire or engagement.
CONTRACTOR shall not hire or engage any Ineligible Person to provide services directly relative to this Agreement. CONTRACTOR shall screen all current Covered Individuals within sixty (60) days of execution of this Agreement to ensure that they have not become Ineligible Persons unless CONTRACTOR has performed such screening on same Covered Individuals under a separate agreement with COUNTY within the past six (6) months. Covered Individuals shall be required to disclose to CONTRACTOR immediately any debarment, exclusion or other event that makes the Covered Individual an Ineligible Person. CONTRACTOR shall notify COUNTY within five (5) business days after it becomes aware if a Form #116-310 - Dated: 12/01/2023 Page 8 of 26
Contract ID #ITARC-653
Covered Individual providing services directly relative to this Agreement becomes debarred, excluded or otherwise becomes an Ineligible Person.
9.5 CONTRACTOR acknowledges that Ineligible Persons are precluded from providing federal and state funded health care services by contract with COUNTY in the event that they are currently sanctioned or excluded by a federal or state law enforcement regulatory or licensing agency. If CONTRACTOR becomes aware that a Covered Individual has become an Ineligible Person, CONTRACTOR shall remove such individual from responsibility for, or involvement with, COUNTY business operations related to this Agreement.
9.6 CONTRACTOR shall notify COUNTY within five (5) business days if a Covered Individual or entity is currently excluded, suspended or debarred, or is identified as such after being sanction screened.
Such individual or entity shall be promptly removed from participating in any activity associated with this Agreement.
10. Subcontract for Work or Services
No contract shall be made by the CONTRACTOR with any other party for furnishing any of the work or services under this Agreement without the prior written approval of the COUNTY, which approval shall not be unreasonably withheld; but this provision shall not require the approval of contracts of employment between the CONTRACTOR and personnel assigned under this Agreement, or for parties named in the proposal and agreed to under this Agreement.
11. Disputes
11.1 The parties shall attempt to resolve any disputes amicably at the working level. If that is not successful, the dispute shall be referred to the senior management of the parties. Any dispute relating to this Agreement, which is not resolved by the parties, shall be decided by the COUNTY's Purchasing Department's Compliance Contract Officer who shall furnish the decision in writing. If either party is dissatisfied with the decision, that party may pursue all legal rights and remedies in a court of competent jurisdiction. If practical, the CONTRACTOR shall proceed diligently with the performance of this Agreement pending the resolution of a dispute.
11.2 Prior to the filing of any legal action related to this Agreement, the parties shall be obligated to attend a mediation session in Riverside County before a neutral third party mediator. A second mediation session shall be required if the first session is not successful. The parties shall share the cost of the mediations.
12. Licensing and Permits
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Contract ID #ITARC-653
CONTRACTOR shall comply with all State or other licensing requirements, including but not limited to the provisions of Chapter 9 of Division 3 of the Business and Professions Code. All licensing requirements shall be met at the time proposals are submitted to the COUNTY. CONTRACTOR warrants that it has all necessary permits, approvals, certificates, waivers and exemptions necessary for performance of this Agreement as required by the laws and regulations of the United States, the State of California, the County of Riverside and all other governmental agencies with jurisdiction, and shall maintain these throughout the term of this Agreement.
13. Use By Other Political Entities
The CONTRACTOR agrees to extend the same pricing, terms, and conditions as stated in this Agreement to each and every political entity, special district, and related non-profit. It is understood that other entities shall make purchases in their own name, make direct payment, and be liable directly to the CONTRACTOR; and COUNTY shall in no way be responsible to CONTRACTOR for other entities' purchases.
14. Non-Discrimination
CONTRACTOR shall not discriminate in the provision of services, allocation of benefits, accommodation in facilities, or employment of personnel on the basis of ethnic group identification, race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status or sex in the performance of this Agreement; and, to the extent they shall be found to be applicable hereto, shall comply with the provisions of the California Fair Employment and Housing Act (Gov. Code 12900 et. seq), the Federal Civil Rights Act of 1964 (P.L. 88-352), the Americans with Disabilities Act of 1990 (42 U.S.C.
S1210 et seq.) and all other applicable laws or regulations.
15. Records and Documents
CONTRACTOR shall make available, upon written request by any duly authorized Federal, State, or COUNTY agency, a copy of this Agreement and such books, documents and records as are necessary to certify the nature and extent of the CONTRACTOR's costs related to this Agreement. All such books, documents and records shall be maintained by CONTRACTOR for at least five years following termination of this Agreement and be available for audit by the COUNTY. CONTRACTOR shall provide to the COUNTY reports and information related to this Agreement as requested by COUNTY.
16. Confidentiality
16.1 The parties shall not use for personal gain or make other improper use of privileged or confidential information which is acquired in connection with this Agreement. The term "privileged or Form #116-310 - Dated: 12/01/2023 Page 10 of 26
Contract ID #ITARC-653
confidential information" includes but is not limited to: unpublished or sensitive technological or scientific information; medical, personnel, or security records; anticipated material requirements or pricing/purchasing actions; COUNTY information or data which is not subject to public disclosure; COUNTY operational procedures; and knowledge of selection of contractors, subcontractors or suppliers in advance of official announcement.
16.2 The CONTRACTOR shall protect from unauthorized disclosure names and other identifying information concerning persons receiving services pursuant to this Agreement, except for general statistical information not identifying any person. The CONTRACTOR shall not use such information for any purpose other than carrying out the CONTRACTOR's obligations under this Agreement. The CONTRACTOR shall promptly transmit to the COUNTY all third party requests for disclosure of such information. The CONTRACTOR shall not disclose, except as otherwise specifically permitted by this Agreement or authorized in advance in writing by the COUNTY, or required by law, any such information to anyone other than the COUNTY. For purposes of this paragraph, identity shall include, but not be limited to, name, identifying number, symbol, or other identifying particulars assigned to the individual, such as finger or voice print or a photograph.
16.3 If either party is confronted with legal action or believes applicable law requires it to disclose any portion of the other party's privileged or confidential information protected hereunder, that party shall promptly notify and assist the other (at the other party's expense) in obtaining a protective order or other similar order, and shall thereafter disclose only the minimum of the other party's privileged or confidential information that is required to be disclosed in order to comply with the legal action, whether or not a protective order or other order has been obtained
16.4 The CONTRACTOR is subject to and shall operate in compliance with all relevant requirements contained in the Health Insurance Portability and Accountability Act of 1996 (HIPAA), Public Law 104-191, enacted August 21, 1996, and the related laws and regulations promulgated subsequent thereto. Please refer to Attachment 1 of this agreement.
17. Administration/Contract Liaison
The COUNTY Purchasing Agent, or designee, shall administer this Agreement on behalf of the COUNTY. The Purchasing Department is to serve as the liaison with CONTRACTOR in connection with this Agreement.
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Contract ID #ITARC-653
18. Notices
All correspondence and notices required or contemplated by this Agreement shall be delivered to the respective parties at the addresses set forth below and are deemed submitted two days after their deposit in the United States mail, postage prepaid:
COUNTY OF RIVERSIDE CONTRACTOR
Riverside County Information Technology Gartner, Inc.
Attn: Procurement Contract Specialist Attn: David Vixima's 3450 14"h Street 12651 Gateway Blvd.
Riverside, CA 92501 Fort Myers, FL 33913
19. Force Majeure
If either party is unable to comply with any provision of this Agreement due to causes beyond its reasonable control, and which could not have been reasonably anticipated, such as acts of God, acts of war, civil disorders, or other similar acts, such party shall not be held liable for such failure to comply.
Upon receipt of notice of failure or delay in performance caused by the foregoing, performance time shall be considered extended for a period of time equivalent to the time lost as a result of any such delay. If either party is unable to continue to perform for a period of thirty (30) calendar days from the date such notice was issued, then either party may terminate this Agreement.
20. EDD Reporting Requirements
In order to comply with child support enforcement requirements of the State of California, the COUNTY may be required to submit a Report of Independent Contractors) form DE 542 to the Employment Development Department. The CONTRACTOR agrees to furnish the required data and certifications to the COUNTY within 10 days of notification of award of Agreement when required by the EDD. This data will be transmitted to governmental agencies charged with the establishment and enforcement of child support orders. Failure of the CONTRACTOR to timely submit the data and/or certificates required may result in the contract being awarded to another contractor. In the event a contract has been issued, failure of the CONTRACTOR to comply with all federal and state reporting requirements for child support enforcement or to comply with all lawfully served Wage and Earnings Assignments Orders and Notices of Assignment shall constitute a material breach of Agreement. If CONTRACTOR has any questions concerning this reporting requirement, please call (916) 657-0529. CONTRACTOR should also contact its local Employment Tax Customer Service Office listed in the telephone directory in the State Government section under "Employment Development Department" or access their Internet site at www.edd.ca.gov.
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Contract ID #ITARC-653
21. Hold Harmless/Indemnification
21.1 CONTRACTOR shall indemnify and hold harmless the County of Riverside, its Agencies, Districts, Special Districts and Departments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as Indemnitees) from any liability, action, claim or damage whatsoever, based or asserted upon any services of CONTRACTOR, its officers, employees, subcontractors, agents or representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death or any other element of any kind or nature. CONTRACTOR shall defend the Indemnitees at its sole expense including all costs and fees (including, but not limited, to attorney fees, cost of investigation, defense and settlements or awards) in any claim or action based upon such acts, omissions or services.
21.2 With respect to any action or claim subject to indemnification herein by CONTRACTOR, CONTRACTOR shall, at their sole cost, have the right to use counsel of their own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of COUNTY; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes CONTRACTOR indemnification to Indemnitees as set forth herein. COUNTY shall fully cooperate with CONTRACTOR in the course of any such defense, including, without cost, providing resources, information and individuals deemed reasonably necessary by CONTRACTOR to effectively defend any such action.
21.3 CONTRACTOR'S obligation hereunder shall be satisfied when CONTRACTOR has provided to COUNTY the appropriate form of dismissal relieving COUNTY from any liability for the action or claim involved.
21.4 The specified insurance limits required in this Agreement shall in no way limit or circumscribe CONTRACTOR'S obligations to indemnify and hold harmless the Indemnitees herein from third party claims.
22. Insurance
22.1 Without limiting or diminishing the CONTRACTOR'S obligation to indemnify or hold the COUNTY harmless, CONTRACTOR shall procure and maintain or cause to be maintained, at its sole cost and expense, the following insurance coverage's during the term of this Agreement. As respects to the insurance section only, the COUNTY herein refers to the County of Riverside, its Agencies, Districts, Form #116-310 - Dated: 12/01/2023 Page 13 of 26
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Special Districts, and Departments, their respective directors, officers, Board of Supervisors, employees, elected or appointed officials, agents, or representatives as Additional Insureds.
A. Workers' Compensation:
If the CONTRACTOR has employees as defined by the State of California, the CONTRACTOR shall maintain statutory Workers' Compensation Insurance (Coverage A) as prescribed by the laws of the State of California. Policy shall include Employers' Liability (Coverage B) including Occupational Disease with limits not less than $1,000,000 per person per accident. The policy shall be endorsed to waive subrogation in favor of The County of Riverside.
B. Commercial General Liability:
Commercial General Liability insurance coverage, including but not limited to, premises liability, unmodified contractual liability, products and completed operations liability, personal and advertising injury, and cross liability coverage, covering claims which may arise from or out of CONTRACTOR'S performance of its obligations hereunder. Policy shall name the COUNTY as Additional Insured. Policy's limit of liability shall not be less than $1,000,000 per occurrence combined single limit. If such insurance contains a general aggregate limit, it shall apply separately to this agreement or be no less than two (2) times the occurrence limit.
C. Vehicle Liability:
If vehicles or mobile equipment is used in the performance of the obligations under this Agreement, then CONTRACTOR shall maintain liability insurance for all owned, non-owned, or hired vehicles so used in an amount not less than $1,000,000 per occurrence combined single limit. If such insurance contains a general aggregate limit, it shall apply separately to this agreement or be no less than two (2) times the occurrence limit. Policy shall name the COUNTY as Additional Insureds.
D. Professional Liability.
Contractor shall maintain Professional Liability Insurance providing coverage for the Contractor's performance of work included within this Agreement, with a limit of liability of not less than $1,000,000 per occurrence and $2,000,000 annual aggregate. If Contractor's Professional Liability Insurance is written on a claims made basis rather than an occurrence basis, such insurance shall continue through the term of this Agreement and CONTRACTOR shall purchase at his sole expense either 1) an Extended Reporting Endorsement (also, known as Tail Coverage); or 2) Prior Dates Coverage from new insurer with a retroactive date back to the date of, or prior to, the inception of this Agreement; or 3) demonstrate through Form #116-310 - Dated: 12/01/2023 Page 14 of 26
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Certificates of Insurance that CONTRACTOR has Maintained continuous coverage with the same or original insurer. Coverage provided under items; 1), 2), or 3) will continue as long as the law allows.
E. Insurance Requirements for IT Contractor Services:
1) Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to person or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, or employees. Contractor shall procure and maintain for the duration of the contract insurance claims arising out of their services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data.
2) Cyber Liability Insurance, 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 Contractor in this agreement and shall include, but not 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. 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 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. Policy shall name the COUNTY as Additional Insureds.
F. General Insurance Provisions - All lines:
1) Any insurance carrier providing insurance coverage hereunder shall be admitted to the State of California and have an A M BEST rating of not less than A: VIII (A:8) unless such requirements are waived, in writing, by the County Risk Manager. If the County's Risk Manager waives a requirement for a particular insurer such waiver is only valid for that specific insurer and only for one policy term. 2) The CONTRACTOR must declare its insurance self-insured retention for each coverage required herein. If any such self-insured retention exceeds $500,000 per occurrence each such retention shall have the prior written consent of the County Risk Manager before the commencement of operations under this Agreement. Upon notification of self-insured retention unacceptable to the COUNTY, and at the election of the Country's Risk Manager, CONTRACTOR'S carriers shall either; 1) reduce or eliminate such self- Form #116-310 - Dated: 12/01/2023 Page 15 of 26
Contract ID #ITARC-653
insured retention as respects this Agreement with the COUNTY, or 2) procure a bond which guarantees payment of losses and related investigations, claims administration, and defense costs and expenses. 3) CONTRACTOR shall cause CONTRACTOR'S insurance carriers) to furnish the County of Riverside with either 1) a properly executed original Certificate(s) of Insurance and certified original copies of Endorsements effecting coverage as required herein, and 2) if requested to do so orally or in writing by the County Risk Manager, provide original Certified copies of policies including all Endorsements and all attachments thereto, showing such insurance is in full force and effect. Further, said Certificate(s) and policies of insurance shall contain the covenant of the insurance carriers) that thirty (30) days written notice shall be given to the County of Riverside prior to any material modification, cancellation, expiration or reduction in coverage of such insurance. In the event of a material modification, cancellation, expiration, or reduction in coverage, this Agreement shall terminate forthwith, unless the County of Riverside receives, prior to such effective date, another properly executed original Certificate of Insurance and original copies of endorsements or certified original policies, including all endorsements and attachments thereto evidencing coverage's set forth herein and the insurance required herein is in full force and effect.
CONTRACTOR shall not commence operations until the COUNTY has been furnished original Certificate (s) of Insurance and certified original copies of endorsements and if requested, certified original policies of insurance including all endorsements and any and all other attachments as required in this Section. An individual authorized by the insurance carrier shall sign the original endorsements for each policy and the Certificate of Insurance.
4) It is understood and agreed to by the parties hereto that the CONTRACTOR'S insurance shall be construed as primary insurance, and the COUNTY'S insurance and/or deductibles and/or self-insured retention's or self-insured programs shall not be construed as contributory. 5) If, during the term of this Agreement or any extension thereof, there is a material change in the scope of services; or, there is a material change in the equipment to be used in the performance of the scope of work; or, the term of this Agreement, including any extensions thereof, exceeds five (5) years; the COUNTY reserves the right to adjust the types of insurance and the monetary limits of liability required under this Agreement, if in the County Risk Manager's reasonable judgment, the amount or type of insurance carried by the CONTRACTOR has become inadequate. 6) CONTRACTOR shall pass down the insurance obligations contained herein to all tiers of subcontractors working under this Agreement.
Form #116-310 - Dated: 12/01/2023 Page 16 of 26
Contract ID #ITARC-653
7) The insurance requirements contained in this Agreement may be met with a programs) of self- insurance acceptable to the COUNTY.
8) CONTRACTOR agrees to notify COUNTY of any claim by a third party or any incident or event that may give rise to a claim arising from the performance of this Agreement.
23. General
23.1 CONTRACTOR shall not delegate or assign any interest in this Agreement, whether by operation of law or otherwise, without the prior written consent of COUNTY. Any attempt to delegate or assign any interest herein shall be deemed void and of no force or effect.
23.2 Any waiver by COUNTY of any breach of any one or more of the terms of this Agreement shall not be construed to be a waiver of any subsequent or other breach of the same or of any other term of this Agreement. Failure on the part of COUNTY to require exact, full, and complete compliance with any terms of this Agreement shall not be construed as in any manner changing the terms or preventing COUNTY from enforcement of the terms of this Agreement.
23.3 In the event the CONTRACTOR receives payment under this Agreement, which is later disallowed by COUNTY for nonconformance with the terms of the Agreement, the CONTRACTOR shall promptly refund the disallowed amount to the COUNTY on request; or at its option the COUNTY may offset the amount disallowed from any payment due to the CONTRACTOR.
23.4 CONTRACTOR shall not provide partial delivery or shipment of services or products unless specifically stated in the Agreement.
23.5 CONTRACTOR shall not provide any services or products subject to any chattel mortgage or under a conditional sales contract or other agreement by which an interest is retained by a third party. The CONTRACTOR warrants that it has good title to all materials or products used by CONTRACTOR or provided to COUNTY pursuant to this Agreement, free from all liens, claims, or encumbrances.
23.6 Nothing in this Agreement shall prohibit the COUNTY from acquiring the same type or equivalent equipment, products, materials or services from other sources, when deemed by the COUNTY to be in its best interest. The COUNTY reserves the right to purchase more or less than the quantities specified in this Agreement.
23.7 The COUNTY agrees to cooperate with the CONTRACTOR in the CONTRACTOR's performance under this Agreement, including, if stated in the Agreement, providing the CONTRACTOR with reasonable facilities and timely access to COUNTY data, information, and personnel.
Form #116-310 - Dated: 12/01/2023 Page 17 of 26
Contract ID #ITARC-653
23.8 CONTRACTOR shall comply with all applicable Federal, State and local laws and regulations. CONTRACTOR will comply with all applicable COUNTY policies and procedures. In the event that there is a conflict between the various laws or regulations that may apply, the CONTRACTOR shall comply with the more restrictive law or regulation.
23.9 CONTRACTOR shall comply with all air pollution control, water pollution, safety and health ordinances, statutes, or regulations, which apply to performance under this Agreement.
23.10 CONTRACTOR shall comply with all requirements of the Occupational Safety and Health Administration (OSHA) standards and codes as set forth by the U.S. Department of Labor and the State of California (Cal/OSHA).
23.11 This Agreement shall be governed by the laws of the State of California. Any legal action related to the performance or interpretation of this Agreement shall be filed only in the Federal Court or Superior Court of the State of California located in Riverside, California, and the parties waive any provision of law providing for a change of venue to another location. In the event any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.
23.12 This Agreement, including any attachments or exhibits, constitutes the entire Agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous representations, proposals, discussions and communications, whether oral or in writing. This Agreement may be changed or modified only by a written amendment signed by authorized representatives of both parties.
23.13 This Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument. Each Party of this Agreement agrees to the use of electronic or digital signatures that meet the requirements of the California Uniform Electronic Transactions Act (("the Act") Cal. Civ. Code §§ 1633.1-1633.17), for executing this Agreement. The Parties further agree that the electronic or digital signatures of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. The Act authorizes use of an electronic signature for transactions and contracts among parties in California, including governmental agencies. For purposes of this section, a digital signature is a type of "electronic signature" as defined in subdivision (h) of Section 1633.2 of the Civil Code.
23.14 Pursuant to California Corporations Code Section 313, please provide signature of chairperson of the board, president, or any vice president, and the secretary, any assistant secretary, the chief Form #116-310 - Dated: 12/01/2023 Page 18 of 26
Contract ID #ITARC-653
financial officer, or any assistant treasurer. If providing only one signature, please also provide a resolution or other proof of delegated authority that shows signer can legally bind the corporation. [Signature page to follow]
Form #116-310 - Dated: 12/01/2023 Page 19 of 26
Contract ID #ITARC-653
IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Agreement.
COUNTY OF RIVERSIDE, a political Gartner, inc.,
subdivision of the State of California a Delaware corporation authorized to conduct business in the State of California
Quak Wat Seatt tre
By:
Chuck Washington
Chair of the Board of Supervisors Scott Lyon
Director Legal Affairs
Dated: 1|30/2024 Dated: December 8, 2024_
ATTEST:
Kimberly Rector
Clerk of the Board
By: Naomy lim
APPROVED AS TO FORM:
Minh C. Tran
County Counsel
By:
Paula Salcido,
Deputy County Counsel
Form #116-310 - Dated: 12/01/2023 Page 20 of 26
JAN 3 0 2024
3.22 Contract ID #ITARC-653
Exhibit A
Scope of Service and Cost
1. DEFINITIONS AND ORDER SCHEDULE:
Services are the subscription-based research and related services purchased by Client in the Order Schedule below and described in the Service Descriptions. Service Names and Levels of Access are defined in the Service Descriptions. Gartner may periodically update the names and th eliverables for each Service. If Client adds Services or upgrades the level of service or access, an additional Service Agreement will b required.
Service Descriptions describe each Service purchased, specify the deliverables for each Service, and set forth any additional terms unique to a pecific Service. Service Descriptions for the Services purchased in this SA may be viewed and downloaded through the hyperlinks listed in Section 2 below or may be attached to this SA in hard copy and are incorporated by reference into this SA Year 1
Contract Term Contract Annual Total Fee
Service Name Level of Access Quantity Start Date Term End Date Fee USD
USD
Gartner for Technical Advisor Team 5 01-FEB-2024 31-JAN-2025 $63,050.00 $63,050.00 Professionals
Executive Member 01-FEB-2024 31-JAN-2025 $105,468.00 S105,468.00 Programs
Gartner for Enterprise Cross Function 5 01-FEB-2024 31-JAN-2025 $104,550.00 $104,550.00 IT Leadership Team Member -
Infrastructure &
Operations
artner for Enterpris Leader - 1 01-FEB-2024 31-JAN-2025 $81,607.00 $81,607.00 T Leadership Tear Infrastructure &
Operations
Gartner for IT Leaders Individual Access 1 01-FEB-2024 30-JUN-2024 $34,884.00 $14,250.00 Advisor
Gartner for IT Leaders Individual Access 1 01-FEB-2024 31-JAN-2025 $34,884.00 $34,884.00 Advisor
IT Leadership Team MensEunction 3 01-FEB-2024 31-JAN-2025 $65,451.00 S65,451.00 IT Leadership Team Leader 1 01-FEB-2024 31-JAN-2025 $34,900.00 $34,900.00 Executive Member 2 01-FEB-2024 31-JAN-2025 $215,072.00 $215,072.00 Programs
Gartner for CDAOs Individual Access 01-FEB-2024 31-JAN-2025 S126,500.00 S126,500.00 Executive
Term Total Excludin $846,017.00
pplicabl
taxes)
Estimated (Excluding (S214,363.75)
Credit applicable
taxes)
TOTAL (Excluding $631,653.25
applicable
taxes)
List of users names will be confirmed by County of Riverside via email RCIT-SOFTWAREMANAGEMENT [email protected] nd will be used as communication channel for any names' adjustments during the contract perio Form #116-310 - Dated: 12/01/2023 Page 21 of 26
Contract ID #ITARC-653
Year 2
Contract Term Contract Term
Service Name Level of Access Quantity Start Date End Date Annual Fee Total Fee USD USD
Sartner for Technica Advisor Team 5 01-FEB-2025 31-JAN-2026 S66,872.00 $66,872.00 Professionals
Executive Member 1 01-FEB-2025 31-JAN-2026 S111,837.00 $111,837.00 Programs
artner for Enterpris Cross Function 5 01-FEB-2025 31-JAN-2026 $110,865.00 $110,865.00 r Leadership Tear Member -
Infrastructure &
Operations
Gartner for Enterprise Leader - 1 01-FEB-2025 31-JAN-2026 $86,536.00 $86,536.00 IT Leadership Team Infrastructure &
Operations
Gartner for IT Leaders Individual 1 01-FEB-2025 31-JAN-2026 $36,991.00 $36,991.00 Access Advisor
IT Leadership Team Monstererion 01-FEB-2025 31-JAN-2026 S69,405.00 $69,405.00 IT Leadership Team Leader 1 01-FEB-2025 31-JAN-2026 $36,991.00 $36,991.00 Member 01-FEB-2025 31-JAN-2026 S223,674.00 $223,674.00
Gartner for CDAOs Individual Access 1 01-FEB-2025 31-JAN-2026 $131,560.00 $131,560.00 Executive
Term Total (Excluding $874,731.00
applicable taxes)
Year 3
Contract Term Contract Term
Service Name Level of Access Quantity Start Date End Date Annual Fee Total Fee USD USD
Gartner for Technical Advisor Team 5 01-FEB-2026 31-JAN-2027 $69,500.00 $69,500.00 Professionals
Executive Member 1 01-FEB-2026 31-JAN-2027 $116,310.00 $116,310.00 Programs
Gartner for Enterprise Cross Function 5 01-FEB-2026 31-JAN-2027 $115,300.00 $115,300.00 IT Leadership Team Member -
Infrastructure&
Operations
Gartner for Enterprise cader 1 01-FEB-2026 31-JAN-2027 $90,000.00 $90,000.00 IT Leadership Team frastructure•
Operations
Gartner for IT Leaders Individual 1 01-FEB-2026 31-JAN-2027 $38,471.00 $38,471.00 Access Advisor
IT Leadership Team Cross Function 3 01-FEB-2026 31-JAN-2027 $72,180.00 $72,180.00 Member
IT Leadership Team Leader 01-FEB-2026 31-JAN-2027 $38,470.00 $38,470.00 Executive Member 2 01-FEB-2026 31-JAN-2027 $232,620.00 $232,620.00 Programs
Gartner for CDAOS Individual Access 1 01-FEB-2026 31-JAN-2027 $136,822.00 $136,822.00 Executive
Term Total $909,673.00
Form #116-310 - Dated: 12/01/2023 Page 22 of 26
Contract ID #ITARC-653
Year 4
Contract Term Contract Term End
Service Name Level of Access Quantity Start Date Date Annual Fee Total Fee USD USD
Gartner for Technical Advisor Team 5 01-FEB-2027 31-JAN-2028 $72,280.00 $72,280.00 Professionals
Executive Programs Member 1 01-FEB-2027 31-JAN-2028 $120,963.00 $120,963.00 Gartner for Enterprise Cross Function 5 01-FEB-2027 31-JAN-2028 $119,915.00 S119,915.00 IT Leadership Team Member
Infrastructure &
Operations
Gartner for Enterprise Lateracture & 1 01-FEB-2027 31-JAN-2028 $93,600.00 $93,600.00 IT Leadership Team
Gartner for IT Leaders Operation Access 1 01-FEB-2027 31-JAN-2028 $40,010.00 $40,010.00 Advisor
IT Leadership Team Cross Function 01-FEB-2027 31-JAN-2028 $75,069.00 $75,069.00 Member
IT Leadership Team Leader 1 01-FEB-2027 31-JAN-2028 $40,009.00 $40,002.00 Executive Programs Member 2 01-FEB-2027 31-JAN-2028 $241,926.00 $241,926.00 Gartner for CDAOs Individual Access 1 01-FEB-2027 31-JAN-2028 $142,295.00 $142,295.00 Executive
Term Total (Excluding $946,067.00
applicable taxes)
Year 5
Contract Term Contract Term End
Service Name Level of Access Quantity Start Date Date Annual Fee Total Fee USD USD
Gartner for Technical Advisor Team 5 01-FEB-2028 31-JAN-2029 $75,171.00 $75,171.00 Professionals
Executive Member 1 01-FEB-2028 31-JAN-2029 $125,802.00 $125,802.00 Programs
artner for Enterpris Cross Function 5 01-FEB-2028 31-JAN-2029 $124,715.00 S124,715.00 r Leadership Tear Member -
Infrastructure&
Operations
Sartner for Enterpris Leader - 1 01-FEB-2028 31-JAN-2029 $97,344.00 S97,344.00 T Leadership Tean Infrastructure&
Operations
Gartner for IT Leaders Individual Access 1 01-FEB-2028 31-JAN-2029 $41,611.00 $41,611.00 Advisor
IT Leadership Team Cross Function 3 01-FEB-2028 31-JAN-2029 $78,072.00 $78,072.00 Member
IT Leadership Team Leader 1 01-FEB-2028 31-JAN-2029 $41,610.00 $41,610.00 Executive Programs Member 1 01-FEB-2028 31-JAN-2029 $251,604.00 $251,604.00 Excent er CDAOS Individual Access 01-FEB-2028 31-JAN-2029 $147,987.00 $147,987.00 Term Total (Excluding $983,916.00
applicable taxes
(Excluding
Total for 5 applicable $4,346,040.25
years: taxes)
Form #116-310 - Dated: 12/01/2023 Page 23 of 26
Contract ID #ITARC-653
REPLACEMENT OF SERVICES. Upon execution by both parties, this SA shall cancel the previous Service Agreement or Letter of Agreement dated 0l-JUL-2021, between Client and Gartner or any wholly-owned affiliate of Gartner, Inc. (the "Contract"). Client will receive a credit, which represents the portion of the fee paid by Client applicable to the remaining, unfulfilled Term of the Contract. This credit will be applied to the invoice for this Service Agreement between Client and Gartner, and is subject to confirmation of the payment previously made to Gartner or any wholly-owned affiliate of Gartner, Inc.
2. SERVICE DESCRIPTIONS:
Service Name/ Level of Access Service Description URL
Executive Programs Member
Gartner for CDAOs Executive Individual Access tp:/sd.gartner.com/sd ep ao exe indiv access, pd Gartner for CIOs Individual Access http://sd.gartner.com/sd_cio_individual_advisor.pdf Gartner for Enterprise IT Leadership Team Leader http://sd.gartner.com/sd_eitl_team_leader.pdf Gartner for Enterprise IT Leadership Team Cross http://sd.gartner.com/sd eit team cf member.pdf Function Member
Gartner for IT Leaders Individual Access Advisor http://sd.gartner.com/sd_ifl_individual_advisor.pdf Gartner for Technical Professionals Advisor http://sd.gartner.com/sd techpro advisor dept.pdf Department
IT Leadership Team Leader http://sd.gartner.com/sd_itl_team_leader.pdf IT Leadership Team Cross Function Member http://sd.gartner.com/sd_ifl_team_cf_member.pdf
3. PAYMENT TERMS
Gartner will invoice Client annually in advance for all Services. Payment is due 30 days from the invoice date. Client shall pay any sales, use, value-added, or other tax or charge imposed or assessed by any governmental entity upon the sale, use or receipt of Services, with the exception of any taxes imposed on the net income of Gartner.
Please attach any required Purchase Order ("PO") to this SA and enter the PO number below. If an annual PO is required for multi-year contracts, Client will issue the new PO at least 30 days prior to the beginning of each subsequent contract year. Any pre-printed or additional contract terms included on the PO shall be inapplicable and of no force or effect. All POs are to be sent to [email protected]. This SA may be signed in counterparts.
Form #116-310 - Dated: 12/01/2023 Page 24 of 26
Contract ID #ITARC-653
Exhibit B
Master Client Agreement - Gartner, Inc
This MASTER CLIENT AGREEMENT (the "MCA") for subscription-based research and related services is between Gartner, Inc. of 56 Top Gallant Road, Stamford, Connecticut, 06902-7700 ("Gartner") and COUNTY OF RIVERSIDE, ("Client"), and sets forth the general terms applicable to the use of Gartner Research and Advisory products and services (the "Services") provided to Client or any of its Affiliates, listed on Exhibit A hereto (the "Service Agreements)"). For purposes of the MCA, "Affiliates" means any entity that, directly or indirectly, controls, is controlled by, or is under common control of that party. "Control" means direct or indirect ownership of 50% or more of the stock or other interests entitled to vote for the election of the board of directors or other governing body of the entity.
In the event of an inconsistency between any provision of this MCA and a provision of Research and Advisory Service between County of Riverside and Gartner, Inc ("Agreement"), the Agreement shall control during its term.
1) Service Agreements. Service Agreements set forth the Service(s) to be provided by Gartner (as more fully described in one or more "Service Descriptions"), the term of Client's license for such Services, and the fees payable by Client. Service Agreements are non-cancellable, and may be terminated only for material breach by either party, upon 30 days prior written notice, if the breach is not cured within the notice period. In the event of an inconsistency between any provision of this MCA and a provision of a Service Agreement, the Service Agreement shall control during its term.
Ownership and Use of the Services. The Parties understand and agree that for the Research and Advisory Services, this section shall govern the use of the Services and not the provisions of Section 6.1 of the Service Agreement. Gartner owns and retains all rights to the Services not expressly granted to Client.
Only the individuals named in the Service Agreement (each a "Licensed User") may access the Services.
Each Licensed User will be issued a unique password, which may not be shared. Client agrees to review and comply with the Gartner Usage Policy which is accessible to all Licensed Users via the "Policies" section of gartner.com. Among other things, the Gartner Usage Policy describes how Client may substitute Licensed Users, excerpt from and/or share Gartner research documents within the Client organization, and quote or excerpt from the Services externally.
3) DISCLAIMER OF WARRANTIES. THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS,
AND GARTNER EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES AS TO ACCURACY, COMPLETENESS OR ADEQUACY OF INFORMATION.
CLIENT RECOGNISES THE UNCERTAINTIES INHERENT IN ANY ANALYSIS OR INFORMATION
THAT MAY BE PROVIDED AS PART OF THE SERVICES, AND ACKNOWLEDGES THAT THE
SERVICES ARE NOT A SUBSTITUTE FOR ITS OWN INDEPENDENT EVALUATION AND
ANALYSIS AND SHOULD NOT BE CONSIDERED A RECOMMENDATION TO PURSUE ANY COURSE OF ACTION. GARTNER SHALL NOT BE LIABLE FOR ANY ACTIONS OR DECISIONS
THAT CLIENT MAY TAKE BASED ON THE SERVICES OR ANY INFORMATION OR DATA CONTAINED THEREIN. CLIENT UNDERSTANDS THAT IT ASSUMES THE ENTIRE RISK WITH RESPECT TO THE USE OF THE SERVICES.
Form #116-310 - Dated: 12/01/2023 Page 25 of 26
Contract ID #ITARC-653
4) Client Confidential Information. Gartner agrees to keep confidential any Client-specific information communicated by Client to Gartner in connection with this MCA that is (i) clearly marked confidential if provided in written form, oi (ii) preceded by a statement that such information is confidential, if provided in oral form, and such statement is confirmed in writing within 30 days of its initial disclosure. This obligation of confidence shall not apply to any information that: (1) is in the public domain at the time of its communication; (2) is independently developed by Gartner; (3) entered the public domain through no fault of Gartner subsequent to Client's communication to Gartner; (4) is in Gartner's possession free of any obligation of confidence at the time of Client's communication to Gartner; or (5) is communicated by the Client to a third party free of any obligation of confidence. Additionally, Gartner may disclose such information to the extent required by legal process.
5) Data Protection. In performing its obligations under this MCA, Gartner and Client will each comply with all applicable data protection legislation. In providing the services Gartner shall comply with its global privacy policy available at gartner.com/privacy.
6) Miscellaneous
a) Assignability. This MCA and the rights granted to Client hereunder may not be assigned, sublicensed or transferred, in whole or in part, by either party without the prior written consent of the other party, except to (1) a successor to substantially all of the business or assets, or (2) any particular set of assets, business, product or service lines of a party, in each case, by merger or acquisition. Where consent is required, it will not be unreasonably withheld.
b) Dispute Resolution. Any unresolved dispute arising out of or in connection with this MCA shall be decided by arbitration conducted in Stamford, Connecticut before a single arbitrator under the administration of JAMS, in accordance with JAMS' Streamlined Arbitration Rules and Procedures. The decision of the arbitrator shall be final and binding, and the award may be entered in any court having jurisdiction. The prevailing party in any arbitration shall be entitled to an award of its reasonable attorneys' fees and costs, in addition to any award of damages or other relief. c) Applicable Law. This MCA shall be governed by and construed in accordance with the procedural and substantive laws of the State of California, without reference to its conflict of law principles. d) Use of Name, Trademark, and Logo. Absent the prior written consent of the other party, neither party shall use the name, trademarks, or logo of the other in promotional materials, publicity releases, advertising, or any other similar publications or communications.
No Third Party Beneficiaries. This MCA is for the benefit of the parties only.
Surviving Clauses. Sections 3, 4, 5 and 6 (b), (c), (d), (e), (f) and (g) shall survive the termination of this MCA.
Form #116-310 - Dated: 12/01/2023 Page 26 of 26