ALAMEDA COUNTY HEALTH CARE SERVICES AGENCY REBECCA GEBHART, Interim Director AGENDA ITEM NO March21, 2017

ADMINISTRATION & INDIGENT HEAL TH 1000 San Leandro Boulevard, Suite 300 San Leandro, CA 94577 TEL: (510) 618-3452 FAX: (510) 351-1367

February 14, 2017

The Honorable Board of Supervisors County of Alameda 1221 Oak Street Oakland, CA 94612

SUBJECT: APPROVE THE STANDARD SERVICES AGREEMENT WITH YELLOWFINBI NORTH AMERICA IN THE AMOUNT OF $234,416 TO PROVIDE DASHBOARD AND REPORT GENERATION WEB BASED SOFTWARE FOR THE PERIOD OF FEBRUARY 1, 2017 THROUGH JUNE 30, 2019

Dear Board Members,

RECOMMENDATION:

Approve and authorize the President of the Board of Supervisors to sign the standard services agreement with Yellowfinbi North America Inc. (Principal: Bryan Reece, Director; Location: Ketchum, ID; Procurement Contract: 14638) to provide web-based dashboard reporting system services in an amount not to exceed $234,416 for the term of 2/1117-6/30/19 (29 months).

DISCUSSION/SUMMARY:

Your approval of the Standard Services Agreement will allow Behavioral Health Care Services (BHCS) to continue to provide Yellowfins' licensed software and support to generate dashboard reports which provide program analysis of BHCS delivery system to our community. The dashboards will provide BHCS staff with real-time access to service utilization and performance metric data. This software will be deployed across all of Health Care Services Agency and will serve to reinforce and facilitate a culture of data-driven decision-making.

On May 2, 2012, the Board of Supervisors approved a contract agreement (procurement contract 7601) with Emanio Inc. to develop and install a web-based dashboard and report generation system that was based on the software owned and developed by Y ellowfin International Pty. Inc. for BHCS.

Emanio, Inc. stopped maintaining a California business license and closed the business on June 30, 2016 when the contract with BHCS expired. BHCS reached out to Yellowfin in order to continue the use of the dashboards that have been created over the last four years by Emanio and Honorable Board of Supervisors February 14, 2017 Page 2 of2 BHCS staff, and assure that the viable dashboards and reports were still available for BHCS management and Community Based Organizations.

In July 2016, BHCS created purchase order .BHSVC-8417 for $20,200 with Yellowfinbi in order to keep in place the software license while working on a long-term solution.

Under the agreement, there are provisions for which Y ellowfinbi shall have limited and no liability: Liability for any damages, if any, shall be limited to the actual amount paid by BHCS for any product, update and/or services. Yellowfinbi shall not be liable, if: a) BHCS fails to update software 30 days after Y ellowfinbi releases a new version; orb) BHCS uses a noncurrent release version of the software, a noncurrent release modified or replacement software.

Finally, the software from Y ellowfinbi includes third party open sourced components, such as software drivers (mostly provided on an "AS IS" basis), therefore there may be related risks for using open source components. In terms of risk, the terms and condition are the same as the prior vendor. Further, BHCS has worked with this software for five years and has developed practices to mitigate these risks.

SELECTION CRITERIA:

In January 2012, Health Care Services Agency issued a request for proposal (RFP) for web-based dashboard reporting system services. A total of nine proposals were submitted including the proposal from Emanio, Inc. Proposals were scored using the evaluation criteria outlined in the RFP. The proposals from vendors receiving the top four scores were invited to provide a product demonstration-Emanio, Inc. was among these four vendors. Based on its final score and the product demonstration, Emanio, Inc. was selected as the vendor for this project. Emanio, Inc. closed its business on June 3 0, 2016. GSA issued a finding ofnon-competition sole source # 43 74 to Yellowfin which owned the web based software. The Office ofAcquisition issued SLEB waiver # 4547 on 21112017

FINANCING:

Funding for this contract is through the Capital and Technology fund of the Mental Health Services Act. There will be no increase in net County cost as a result of your approval.

Respectfully submitted,

Rebecca Gebhart, Interim Director Alameda County Health Care Services Agency

RG:jh:jj Procurement Contract No. 14638

COUNTY OF ALAMEDA STANDARD SERVICES AGREEMENT

This Agreement, dated as of February 1, 2017, is by and between the County of Alameda, hereinafter referred to as the "County", and Yellowfin BI North America, Inc., hereinafter referred to as the "Contractor".

WITNESSETH

Whereas, County desires to obtain annual software-license subscription services which are more fully described in Exhibit A hereto; and

Whereas, Contractor is professionally qualified to provide such subscription services and is willing to provide same to County; and

Now, therefore it is agreed that County does hereby retain Contractor to provide annual software-license subscription services, and Contractor accepts such engagement, on the General Terms and Conditions hereinafter specified in this Agreement, the Additional Provisions attached hereto, and the following described exhibits, all of which are incorporated into this Agreement by this reference:

Exhibit A Definition of Services Exhibit B Payment Terms Exhibit C Insurance Requirements Exhibit D Debarment and Suspension Certification Exhibit E Business Associate Agreement

The term of this Agreement shall be from February 1, 2017 through June 30, 2019.

The compensation payable to Contractor hereunder shall not exceed Two Hundred Thirty Four Thousand Four Hundred Sixteen dollars ($234,416) for the term of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

COUNTY OF ALAMEDA YELLOWFINBI N TH AMERICA, INC.

By: ~~ /Z--- Signature Signature

Name: Wilma Chan Name: Bryct.11 Ries I (Printed) (Printed)

Title: President of the Board of Supervisors Title: Dr"ree-f-&r 4m e,rlettS

Approved as to Form: Donna E. Zieglar, County Counsel By signing above, signatory warrants nd represents that he/she executed this Agreement in his/her authorized pacity and that by his/her signature on his Agreement, he/she or the entity upon behalf of which he/she acted, executed this A reement

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GENERAL TERMS AND CONDITIONS

1. INDEPENDENT CONTRACTOR: No relationship of employer and employee is created by this Agreement; it being understood and agreed that Contractor is an independent contractor. Contractor is not the agent or employee of the County in any capacity whatsoever, and County shall not be liable for any acts or omissions by Contractor nor for any obligations or liabilities incurred by Contractor.

Contractor shall have no claim under this Agreement or otherwise, for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance medical care, hospital care, retirement benefits, social security, disability, Workers' Compensation, or unemployment insurance benefits, civil service protection, or employee benefits of any kind.

Contractor shall be solely liable for and obligated to pay directly all applicable payroll taxes (including federal and state income taxes) or contributions for unemployment insurance or old age pensions or annuities which are imposed by any governmental entity in connection with the labor used or which are measured by wages, salaries or other remuneration paid to its officers, agents or employees and agrees to indemnify and hold County harmless from any and all liability which County may incur because of Contractor's failure to pay such amounts.

In carrying out the work contemplated herein, Contractor shall comply with all applicable federal and state workers' compensation and liability laws and regulations with respect to the officers, agents and/or employees conducting and participating in the work; and agrees that such officers, agents, and/or employees will be considered as independent contractors and shall not be treated or considered in any way as officers, agents and/or employees of County.

Contractor does, by this Agreement, agree to perform his/her said work and functions at all times in strict accordance with currently approved methods and practices in his/her field and that the sole interest of County is to insure that said service shall be performed and rendered in a competent, efficient, timely and satisfactory manner and in accordance with the standards required by the County agency concerned.

Notwithstanding the foregoing, ifthe County determines that pursuant to state and federal law Contractor is an employee for purposes of income tax withholding, County may upon two week's notice to Contractor, withhold from payments to Contractor hereunder federal and state income taxes and pay said sums to the federal and state governments.

2. INDEMNIFICATION: To the fullest extent permitted by law, Contractor shall hold harmless, defend and indemnify the County of Alameda, its Board of

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Supervisors, employees and agents from and against any and all claims, losses, damages, liabilities and expenses, including but not limited to attorneys' fees, arising out of or resulting from the performance of services under this Agreement, provided that any such claim, loss, damage, liability or expense is attributable to bodily injury, sickness, disease, death or to injury to or destruction of property, including the loss therefrom, or to any violation of federal, state or municipal law or regulation, which arises out of or is any way connected with the performance of this agreement (collectively "Liabilities") except where such Liabilities are caused solely by the negligence or willful misconduct of any indemnitee. The County · may participate in the defense of any such claim without relieving Contractor of any obligation hereunder. The obligations of this indemnity shall be for the full amount of all damage to County, including defense costs, and shall not be limited by any insurance limits.

In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction or the Alameda County Employees' Retirement Association (ACERA) or California Public Employees' Retirement System (PERS) to be eligible for enrollment in ACERA and PERS as an employee of County, Contractor shall indemnify, defend, and hold harmless County for the payment of any employee and/or employer contributions for ACERA and PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of County.

3. INSURANCE AND BOND: Contractor shall at all times during the term of the Agreement with the County maintain in force, at minimum, those insurance policies and bonds as designated in the attached Exhibit C, and will comply with all those requirements as stated therein. The County and all parties as set forth on Exhibit C shall be considered an additional insured or loss payee if applicable. All of Contractor's available insurance coverage and proceeds in excess of the specified minimum limits shall be available to satisfy any and all claims of the County, including defense costs and damages. Any insurance limitations are independent of and shall not limit the indemnification terms of this Agreement. Contractor's insurance policies, including excess and umbrella insurance policies, shall include an endorsement and be primary and non-contributory and will not seek contribution from any other insurance (or self-insurance) available to County. Contractor's excess and umbrella insurance shall also apply on a primary and non­ contributory basis for the benefit of the County before County's own insurance policy or self-insurance shall be called upon to protect it as a named insured.

4. PREVAILING WAGES: Pursuant to Labor Code Sections 1770 et seq., Contractor shall pay to persons performing labor in and about Work provided for in Contract not less than the general prevailing rate of per diem wages for work of a similar

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character in the locality in which the Work is performed, and not less than the general prevailing rate of per diem wages for legal holiday and overtime work in said locality, which per diem wages shall not be less than the stipulated rates contained in a schedule thereof which has been ascertained and determined by the Director of the State Department oflndustrial Relations to be the general prevailing rate of per diem wages for each craft or type of workman or mechanic needed to execute this contract.

5. WORKERS' COMPENSATION: Contractor shall provide Workers' Compensation insurance, as applicable, at Contractor's own cost and expense and further, neither the Contractor nor its carrier shall be entitled to recover from County any costs, settlements, or expenses of Workers' Compensation claims arising out of this Agreement.

6. CONFORMITY WITH LAW AND SAFETY:

a. In performing services under this Agreement, Contractor shall observe and comply with all applicable laws, ordinances, codes and regulations of governmental agencies, including federal, state, municipal, and local governing bodies, having jurisdiction over the scope of services, including all applicable provisions of the California Occupational Safety and Health Act. Contractor shall indemnify and hold County hannless from any and all liability, fines, penalties and consequences from any of Contractor's failures to comply with such laws, ordinances, codes and regulations.

b. Accidents: If a death, serious personal injury, or substantial property damage occurs in connection with Contractor's performance of this Agreement, Contractor shall immediately notify the Alameda County Risk Manager's Office by telephone. Contractor shall promptly submit to County a written report, in such form as may be required by County of all accidents which occur in connection with this Agreement. This report must include the following information: (1) name and address of the injured or deceased person(s); (2) name and address of Contractor's sub-Contractor, if any; (3) name and address of Contractor's liability insurance carrier; and (4) a detailed description of the accident and whether any of County's equipment, tools, material, or staff were involved.

c. Contractor further agrees to take all reasonable steps to preserve all physical evidence and information which may be relevant to the circumstances surrounding a potential claim, while maintaining public safety, and to grant to the County the opportunity to review and inspect such evidence, including the scene of the accident.

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7. DEBARMENT AND SUSPENSION CERTIFICATION: (Applicable to all agreements funded in part or whole with federal funds and contracts over $25,000).

a. By signing this agreement and Exhibit D, Debarment and Suspension Certification, Contractor agrees to comply with applicable federal suspension and debarment regulations, including but not limited to 7 Code of Federal Regulations (CFR) 3016.35, 28 CFR 66.35, 29 CFR 97.35, 34 CFR 80.35, 45 CFR 92.35 and Executive Order 12549.

b. By signing this agreement, Contractor certifies to the best of its knowledge and belief, that it and its principals:

(1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntary excluded by any federal department or agency;

(2) Shall not knowingly enter into any covered transaction with a person who is proposed for debarment under federal regulations, debarred, suspended, declared ineligible, or voluntarily excluded from participation in such transaction.

8. PAYMENT: For services performed in accordance with this Agreement, payment shall be made to Contractor as provided in Exhibit B hereto.

9. TRAVEL EXPENSES: Contractor shall not be allowed or paid travel expenses unless set forth in this Agreement.

10. TAXES : Payment of all applicable federal, state, and local taxes shall be the sole responsibility of the Contractor.

11. OWNERSHIP OF DOCUMENTS: Contractor hereby assigns to the County and its assignees all copyright and other use rights in any and all proposals, plans, specification, designs, drawings, sketches, renderings, models, reports and related documents (including computerized or electronic copies) respecting in any way the subject matter of this Agreement, whether prepared by the County, the Contractor, the Contractor's sub-Contractors or third parties at the request of the Contractor (collectively, "Documents and Materials"). This explicitly includes the electronic copies of all above stated documentation.

Contractor also hereby assigns to the County and its assignees all copyright and other use rights in any Documents and Materials including electronic copies stored in Contractor's Information System, respecting in any way the subject matter of this Agreement.

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Contractor shall be permitted to retain copies, including reproducible copies and computerized copies, of said Documents and Materials. Contractor agrees to take such further steps as may be reasonably requested by County to implement the aforesaid assignment. If for any reason said assignment is not effective, Contractor hereby grants the County and any assignee of the County an express royalty - free license to retain and use said Documents and Materials. The County's rights under this paragraph shall apply regardless of the degree of completion of the Documents and Materials and whether or not Contractor's services as set forth in Exhibit "A" of this Agreement have been fully performed or paid for.

In Contractor's contracts with other Contractors, Contractor shall expressly obligate its Sub-Contractors to grant the County the aforesaid assignment and license rights as to that Contractor's Documents and Materials. Contractor agrees to defend, indemnify, and hold the County harmless from any damage caused by a failure of the Contractor to obtain such rights from its Contractors and/or Sub.­ Contractors.

Contractor shall pay all royalties and license fees which may be due for any patented or copyrighted materials, methods or systems selected by the Contractor and incorporated into the work as set forth in Exhibit "A'', and shall defend, indemnify and hold the County harmless from any claims for infringement of patent or copyright arising out of such selection. The County's rights under this Paragraph 11 shall not extend to any computer software used to create such Documents and Materials.

12. CONFLICT OF INTEREST; CONFIDENTIALITY: The Contractor covenants that it presently has no interest, and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of services required under this Agreement. Without limitation, Contractor represents to and agrees with the County that Contractor has no.present, and will have no future, conflict of interest between providing the County services hereunder and any other person or entity (including but not limited to any federal or state wildlife, environmental or regulatory agency) which has any interest adverse or potentially adverse to the County, as determined in the reasonable judgment of the Board of Supervisors of the County.

The Contractor agrees that any information, whether proprietary or not, made known to or discovered by it during the performance of or in connection with this Agreement for the County will be kept confidential and not be disclosed to any other person. The Contractor agrees to immediately notify the County by notices provided in accordance with Paragraph 13 of this Agreement, if it is requested to disclose any information made known to or discovered by it during the

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performance of or in connection with this Agreement. These conflict of interest and future service provisions and limitations shall remain fully effective five (5) years after termination of services to the County hereunder.

13. NOTICES: All notices, requests, demands, or other communications under this Agreement shall be in writing. Notices shall be given for all purposes as follows:

Personal delivery: When personally delivered to the recipient, notices are effective on delivery.

First Class Mail: When mailed first class to the last address of the recipient ·known to the party giving notice, notice is effective three (3) mail delivery days after deposit in a United States Postal Service office or mailbox. Certified Mail: When mailed certified mail, return receipt requested, notice is effective on receipt, if delivery is confirmed by a return receipt.

Overnight Delivery: When delivered by overnight delivery (Federal Express/Airborne/United Parcel Service/DHL World Wide Express) with charges prepaid or charged to the sender's account, notice is effective on delivery, if delivery is confirmed by the delivery service. Telex or facsimile transmission: When sent by telex or facsimile to the last telex or facsimile number of the recipient known to the party giving notice, notice is effective on receipt, provided that (a) a duplicate copy of the notice is promptly given by first-class or certified mail or by overnight delivery, or (b) the receiving party delivers a written confirmation of receipt. Any notice given by telex or facsimile shall be deemed received on the next business day if it is received after 5:00 p.m. (recipient's time) or on a non-business day.

Addresses for purpose of giving notice are as follows:

To County: COUNTY OF ALAMEDA 1900 Embarcadero Suite 400 Oakland, CA 94606 Attn: Natalie Courson

To Contractor: Yellowfinbi North America, Inc. 713 S. Leadville Avenue, Suite 6 Ketchum, ID 83340 Attn: Bryan Ries, Director Americas

Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified shall be deemed effective as of the first date that said notice was refused, unclaimed, or deemed undeliverable by the postal authorities, messenger, or overnight delivery service.

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Any party may change its address or telex or facsimile number by giving the other party notice of the change in any manner permitted by this Agreement.

14. USE OF COUNTY PROPERTY: Contractor shall not use County property (including equipment, instruments and supplies) or personnel for any purpose other than in the performance of his/her obligations under this Agreement.

15. EQUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS: Contractor assures that he/she/it will comply with Title VII of the Civil Rights Act of 1964 and that no person shall, on the grounds of race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran's status, political affiliation, or any other non-merit factor, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement.

a. Contractor shall, in all solicitations or advertisements for applicants for employment placed as a result of this Agreement, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employment without regard to their race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran's status, political affiliation, or any other non-merit factor.

b. Contractor shall, if requested to so do by the County, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their race, creed, color, disability, sex, sexual orientation, national origin, age, religion, Vietnam era Veteran's status, political affiliation, or any other non-merit factor.

c. If requested to do so by the County, Contractor shall provide the County with access to copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law.

d. Contractor shall recruit vigorously and encourage minority - and women­ owned businesses to bid its subcontracts.

e. Nothing contained in this Agreement shall be construed in any manner so as to require or permit any act, which is prohibited by law.

f. The Contractor shall include the provisions set forth in paragraphs A through E (above) in each of its subcontracts.

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16. DRUG-FREE WORKPLACE: Contractor and Contractor's employees shall comply with the County's policy of maintaining a drug-free workplace. Neither Contractor nor Contractor's employees shall unlawfully manufacture, distribute, dispense, possess or use controlled substances, as defined in 21 U.S. Code§ 812, including, but not limited to, marijuana, heroin, cocaine, and amphetamines, at any County facility or work site. If Contractor or any employee of Contractor is convicted or pleads nolo contendere to a criminal drug statute violation occurring at a County facility or work site, the Contractor within five days thereafter shall notify the head of the County department/agency for which the contract services are performed. Violation of this provision shall constitute a material breach of this Agreement.

17. AUDITS; ACCESS TO RECORDS: The Contractor shall make available to the County, its authorized agents, officers, or employees, for examination any and all ledgers, books of accounts, invoices, vouchers, cancelled checks, and other records or documents evidencing or relating to the expenditures and disbursements charged to the County, and shall furnish to the County, its authorized agents, officers or employees such other evidence or information as the County may require with regard to any such expenditure or disbursement charged by the Contractor.

The Contractor shall maintain full and adequate records in accordance with County requirements to show the actual costs incurred by the Contractor in the performance of this Agreement. If such books and records are not kept and maintained by Contractor within the County of Alameda, California, Contractor shall, upon request of the County, make such books and records available to the County for inspection at a location within County or Contractor shall pay to the County the reasonable, and necessary costs incurred by the County in inspecting Contractor's books and records, including, but not limited to, travel, lodging and subsistence costs. Contractor shall provide such assistance as may be reasonably required in the course of such inspection. The County further reserves the right to examine and reexamine said books, records and data during the three (3) year period following termination of this Agreement or completion of all work hereunder, as evidenced in writing by the County, and the Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatsoever for three (3) years after the County makes the final or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed, whichever is later.

18. DOCUMENTS AND MATERIALS: Contractor shall maintain and make available to County for its inspection and use during the term of this Agreement, all Documents and Materials, as defined in Paragraph 11 of this Agreement. Contractor's obligations under the preceding sentence shall continue for three (3) years following termination or expiration of this Agreement or the completion of

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all work hereunder (as evidenced in writing by County), and Contractor shall in no event dispose of, destroy, alter or mutilate said Documents and Materials, for three (3) years following the County's last payment to Contractor under this Agreement.

19. TIME OF ESSENCE: Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a party of the benefits of any grace or use period allowed in this Agreement.

20. TERMINATION: The County has and reserves the right to suspend, terminate, or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor prior written notice. In the event that the County should abandon, terminate, or suspend the Contractor's work, the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said suspension, termination, or abandonment. Said payment shall be computed in accordance with Exhibit B hereto, provided that the maximum amount payable to Contractor for annual software-license subscription services shall not exceed $234,416 payment for services provided hereunder prior to the effective date of said suspension, termination or abandonment.

21. SMALL LOCAL AND EMERGING BUSINESS PARTICIPATION:

SMALL, LOCAL AND EMERGING BUSINESS (SLEB) PARTICIPATION: Contractor has been approved by. County to participate in contract without SLEB participation (NIA for Yellowfin BI North America). As a result, there is no requirement to subcontract with another business in order to satisfy the County's Small and Emerging Locally owned Business provision.

However, if circumstances or the terms of the contract should change, Contractor may be required to immediately comply with the County's Small and Emerging Local Business provisions, including but not limited to:

a. Contractor must be a certified small or emerging local business( es) or subcontract a minimum 20% with a certified small or emerging local business( es).

b. SLEB subcontractor(s) is independently owned and operated (i.e., is not owned or operated in any way by Prime), nor do any employees of either entity work for the other.

c. Small and/or Emerging Local Business participation and current SLEB certification status must be maintained for the term of the contract. Contractor shall ensure that their own certification status and/or that of

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participating subcontractors (as is applicable) are maintained in compliance with the SLEB Program.

d. Contractor shall not substitute or add any small and/or emerging local business(s) listed in this agreement without prior written approval from the County. Said requests to substitute or add a small and/or emerging local business shall be submitted in writing to the County department contract representative identified under Item # 13 above. Contractor will not be able to substitute the subcontractor without prior written approval from the Alameda County Auditor Controller Agency, Office of Contract Compliance (OCC).

e. All SLEB participation, except for SLEB prime contractor, must be tracked and monitored utilizing the Elation compliance System.

County will be under no obligation to pay contractor for the percent committed to a SLEB (whether SLEB is a prime or subcontractor) ifthe work is not performed by the listed small and/or emerging local business.

For further information regarding the Small Local Emerging Business participation requirements and utilization of the Alameda County Contract Compliance System contact OCC via e-mail at [email protected].

22. FIRST SOURCE PROGRAM: For contracts over $100,000, Contractor shall provide County ten (10) working days to refer to Contractor, potential candidates to be considered by Contractor to fill any new or vacant positions that are necessary to fulfill their contractual obligations to the County that Contractor has available during the contract term before advertising to the general public.

23. CHOICE OF LAW: This Agreement shall be governed by the laws of the State of California.

24. WAIVER: No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

25. ENTIRE AGREEMENT: This Agreement, including all attachments, exhibits, and any other documents specifically incorporated into this Agreement, shall constitute the entire agreement between County and Contractor relating to the subject matter of this Agreement. As used herein, Agreement refers to and includes any documents incorporated herein by reference and any exhibits or

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attachments. This Agreement supersedes and merges all previous understandings, and all other agreements, written or oral, between the parties and sets forth the entire understanding of the parties regarding the subject matter thereof. The Agreement may not be modified except by a written document.signed by both parties. ·

26. HEADINGS herein are for convenience of reference only and shall in no way affect interpretation of the Agreement.

27. ADVERTISING OR PUBLICITY: Contractor shall not use the name of County, its officers, directors, employees or agents, in advertising or publicity releases or otherwise without securing the prior written consent of County in each instance.

28. MODIFICATION OF AGREEMENT: This Agreement may be supplemented, amended, or modified only by the mutual agreement of the parties. No supplement, amendment, or modification of this Agreement shall be binding unless it is in writing and signed by authorized representatives of both parties.

29. ASSURANCE OF PERFORMANCE: If at any time County believes Contractor may not be adequately performing its obligations under this Agreement or that Contractor may fail to complete the Services as required by this Agreement, County may request from Contractor prompt written assurances of performance and a written plan acceptable to County, to correct the observed deficiencies in Contractor's performance. Contractor shall provide such written assurances and written plan within ten (10) calendar days of its receipt of County's request and shall thereafter diligently commence and fully perform such written plan. Contractor acknowledges and agrees that any failure to provide such written assurances and written plan within the required time is a material breach under this Agreement.

30. SUBCONTRACTING/ASSIGNMENT: Contractor shall not subcontract, assign, or delegate any portion of this Agreement or any duties or obligations hereunder without the County's prior written approval.

a. Neither party shall, on the basis of this Agreement, contract on behalf of or in the name of the other party. Any agreement that violates this Section shall confer no rights on any party and shall be null and void.

b. Contractor shall use the subcontractors identified in Exhibit A and shall not substitute subcontractors without County's prior written approval.

c. Contractor shall require all subcontractors to comply with all indemnification and insurance requirements of this agreement, including,

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without limitation, Exhibit C. Contractor shall verify subcontractor's compliance.

d. Contractor shall remain fully responsible for compliance by its subcontractors with all the terms of this Agreement, regardless of the terms of any agreement between Contractor and its subcontractors.

31. SURVIV AL: The obligations of this Agreement, which by their nature would continue beyond the termination on expiration of the Agreement, including without limitation, the obligations regarding Indemnification (Paragraph 2), Ownership of Documents (Paragraph 11), and Conflict of Interest (Paragraph 12), shall survive termination or expiration.

32. SEVERABILITY: If a court of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected, unless an essential purpose of this Agreement would be defeated by the loss of the illegal, unenforceable, or invalid provision.

33 . PATENT AND COPYRIGHT INDEI\1NITY: Contractor represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software ("Contractor Products") provided to County under this Agreement infringe any patent, copyright or other proprietary right. Contractor shall defend, indemnify and hold harmless County of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, "Losses") arising out of or in connection with an assertion that any Contractor Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. County will: (1) notify Contractor promptly of such claim, suit, or assertion; (2) permit Contractor to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable Contractor to do so. Contractor shall not agree without County's prior written consent, to any settlement, which would require County to pay money or perform some affirmative act in order to continue using the Contractor Products.

a. If Contractor is obligated to defend County pursuant to this Section 33 and fails to do so after reasonable notice from County, County may defend itself and/or settle such proceeding, and Contractor shall pay to County any and all losses, damages and expenses (including attorney's fees and costs) incurred in relationship with County's defense and/or settlement of such proceeding.

b. In the case of any such claim of infringement, Contractor shall either, at its option, ( 1) procure for County the right to continue using the Contractor

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Products; or (2) replace or modify the Contractor Products so that that they become non-infringing, but equivalent in functionality and performance.

c. Notwithstanding this Section 33, County retains the right and ability to defend itself, at its own expense, against any claims that Contractor Products infringe any patent, copyright, or other intellectual property right.

34. OTHER AGENCIES: Other tax supported agencies within the State of California who have not contracted for their own requirements may desire to participate in this contract. The Contractor is requested to service these agencies and will be given the opportunity to accept or reject the additional requirements. If the Contractor elects to supply other agencies, orders will be placed directly by the agency and payments made directly by the agency.

35. EXTENSION: This agreement may be extended for an additional three years by mutual agreement of the County and the Contractor.

36. SIGNATORY: By signing this agreement, signatory warrants and represents that he/she executed this Agreement in his/her authorized capacity and that by his/her signature on this Agreement, he/she or the entity upon behalf of which he/she acted, executed this Agreement

[END OF GENERAL TERMS AND CONDITIONS]

Page 15of51 Procurement Contract No. 14638

ADDITIONAL PROVISIONS

Item 7, Debarment and Suspension Certification, 1s amended to add the following subdivision ( c):

c. County will verify Contractor, its principal and their named subcontractors are not on the Federal debarred, suspended or otherwise excluded list of vendors located at the System for Award Management website (SAM), www.SAM.gov:

(1) There is NO FEE to register or maintain your SAM.gov registration; (2) County requires SAM.gov registration to include a DUNS number: (3) DUNS =Data Universal Numbering System: A code required by the federal government for all organizations applying for federal grants. The 9-digit code is issued by the Dun and Bradstreet (D&B) at NO FEE and gives organizations, such as the County useful information for making credit, purchasing and marketing decisions. This code is thus used by the County to evaluate the creditworthiness ofgrants applicants. Contractors and bidders to various government procurements are also evaluated using DUNS. (4) Get a DUNS: http://www.dnb.com/DUNS-number.html

Page 16 of 51 Procurement Contract No. 14638

Exhibit A Description of Services

The Description of Services listed below are to be provided remotely by Yellowfin BI North America, Inc., 713 South Leadville Ave, Suite 5, Ketchum, Idaho 83340, for the County of Alameda County and its Behavioral Health Care Services Department ("BHCS"), which is located at 1900 Embarcadero Cove, Suite 400, Oakland, CA 94606, for services beginning upon the signing of the Agreement between the parties above with contract period of February 1, 2017 through June 30, 2019:

A. Yellowfin' s Annual Software-License Subscription Services for: i. Quad Core Server License for one production server; and ii. Non-Production/Development license for two non-production servers.

1. Grant of License. 1.1 "Yellowfin" or "Contractor" refers to Yellowfinbi North America, Inc. and the "County" means the County of Alameda, the entity for which the County are obtaining the Product. Subject to this Agreement, and payment of all applicable license fees, Yellowfin grants the County a non-exclusive non-transferable, personal, limited license to use the software for which valid control codes have been issued by Yellowfin, identified in: (i) the written or electronic order document, form or invoice provided or accepted by Y ellowfin (each an "Order"); or (ii) the installation procedure (a "Product"), solely for its internal business purposes.

Any Product update, patch, and/or new release (each an "Update") replaces part or all of a Product or Update previously released and terminates the license to such previously licensed Product or Update to the extent replaced by the Update. Each Update is subject to the terms and conditions of this Agreement.

Yellowfin grants the County a non-exclusive, non-transferable, limited, personal license (without the right to sublicense) to use the written technical materials and end user instructions, if any, distributed with the Product (the "Documentation").

Y ellowfin warrants and represents that it possess the requisite rights to grant the license(s) under this Agreement.

1.2 Except for the license rights granted herein, Y ellowfin and/or its licensors at all times retain all right, title, and interest in the Product and the Documentation. The Product is licensed, not sold, for use only under the terms of this Agreement, and Yellowfin reserves all rights not expressly granted to the County.

1.3 The term of this license is from February 1, 2017, through June 30, 2019, unless otherwise terminated, extended, or modified in accordance with this Agreement.

1.4 Intentionally blank. Page 17 of 51 Procurement Contract No. 14638

1.5 Product Will Time Out After Forty Five Days. Yellowfin will first issue the County a temporary Software License Key, which key will time out and stop the Product from functioning after forty-five ( 45) days. Provided no amount due is outstanding, and the County is not in default under this Agreement, Y ellowfin will send the County a permanent Software License Key before the temporary key expires.

1.6 For Product shipped via electronic delivery, delivery is deemed complete, free on board (FOB) shipping point, when the Product is made available at the electronic software download ("ESD") site specified by Y ellowfin and Y ellowfin e-mails or otherwise issues the County instructions to access and download the Product. For Product the County has licensed under a software as a service ("SAAS") delivery method, delivery is deemed complete when Y ellowfin or a third party supplier have issued the County instructions to access and use the Product.

2. License Restrictions. 2.1 The County's use of the Product and Documentation 1s limited to internal use within its organization.

2.2 The license model for the Product is set forth in the Order and described in Section 8, License Models And Definitions, below. Third party rights and any additional licensing restrictions are set forth or referenced in Section 8.

2.3 The County agrees not to copy (except as provided m Section 8 ), disassemble, reverse engineer, decompile, modify or create derivative works of the Product or the Documentation to the extent that such restriction is not prohibited by applicable mandatory law.

2.4 The County may not sublicense sell, encumber, outsource, or grant any other rights in the Product and/or the Documentation, or allow the Product or Documentation to be possessed by another party.

2.5 The County ·agrees that it will not import, export or re-export the Product, including technical data, to any country, person, entity or end user in violation of U.S.A. export control laws, regulations or restrictions.

2.6 If the County is acquiring the Product by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the U.S. Government's rights in the Product will be only as set forth herein. The Product and related Documentation is a "commercial item" as that term is defined at 48 C.F .R. 2.101 , consisting of "commercial computer software" and "commercial computer software Documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Product and such Documentation with only those rights set forth

Page 18 of 51 Procurement Contract No. 14638

herein. Contract/Manufacturer is: Yellowfin International Party Ltd, Level 46, 360 Elizabeth Street, Melbourne 3000, VIC, Australia.

2.7 The County may not assign this Agreement without the prior written consent of Yellowfin. However, the County may assign this Agreement, in whole, to any successor in interest by operation of law, or pursuant to a merger, corporate reorganization, or sale of all or substantially all of its business.

2.8 The County may not disclose benchmark test results for the Product without the written consent of Y ellowfin.

2.9 If, as part of the Product, the County have access to Google Maps/Google Earth API's. The County represents and warrant that it will not use Google Maps/Google Earth API's with the Product.

3. Installation and Use The County may install and/or access and use the Product only in the configuration and for the number of licenses it acquires. Individual licenses may not be shared for use on different computers or servers. Yellowfin may control the number and type of licenses and the use of the Product by key codes. If a license key or other security device is provided with the Product, the County may not share or transfer the security device to any other third party.

4. Consent to use of data Subject to Exhibit E, HIPAA Business Associate Agreement, the parties agree that Yellowfin and its authorized representatives may collect and use technical information the County provides as a part of support services related to the Product.

Page 19 of 51 Procurement Contract No. 14638

5. Limited Warranty. 5.1 Yellowfin warrants, for a period of ninety (90) days from the date of the Order (the "Warranty Period"), that the Product will conform in all material respects to the Documentation. As the sole and exclusive remedy for any breach of this warranty, Yellowfin will repair or replace the Product if the failure is reported during the Warranty Period. If Yellowfin reasonably determines that repair or replacement is not economically or technically feasible, Y ellowfin may terminate this Agreement and provide the County a full refund of the license fee paid with respect to the Product.

5.2 Where the County has licensed and paid for use of the Product on a subscription basis, or if the County orders and pay for support, support provided will be in accordance with Yellowfin's support policies, which are attached as Exhibit A-1 , Support Offering & Policies 5.3 Yellowfin does not warrant that the Product will meet the County' s requirements or that operation of the Product will be uninterrupted or error free. It is the County's responsibility to select the correct Product to achieve the County' s intended results and for any results obtained with the Product. Yellowfin disclaims all warranties if the Product is not properly set up and configured.

5.4 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, YELLOWFIN, ITS LICENSORS AND THEIR RESPECTIVE SUPPLIERS MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, RELATING TO THE PRODUCT, OR ANY SERVICES OR UPDATES. ANY UPDATES OR SERVICES ARE DELIVERED "AS IS " WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YELLOWFIN DISCLAIMS ALL IMPLIED WARRANTIES AND REPRESENTATIONS INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT WITH RESPECT TO THE PRODUCT, OR ANY SERVICES OR UPDATES. The Product is not fault tolerant and is not designed, manufactured or intended for use in hazardous environments requiring fail-safe performance (including, without limitation, the design, construction, operation or maintenance of any nuclear facility; direct life support machines; weapon systems; or control of aircraft, air traffic, aircraft navigation or aircraft communications), in which the failure of the Product could lead directly or indirectly to death, personal injury or severe physical or environmental damage. Y ellowfin for itself and on behalf of its licensors and their respective suppliers disclaims any express or implied warranty of fitness of the Product for any such high risk uses.

Page 20 of 51 Procurement Contract No. 14638

6. Intellectual Property Ownership and Indemnity. 6.1 The County agrees that Yellowfin owns all intellectual property rights in: (a) the Product; and (b) all amendments, enhancements and modifications of the Product, including any created solely by Y ellowfin or as a result of collaboration with the County. Subject to Exhibit E, HIPAA Business Associate Agreement, the County further agree that Yellowfin is not bound by any duty of confidentiality with respect to any such amendments, enhancements or modifications.

6.2 Yellowfin will defend, indemnify and hold the County harmless from all costs and reasonable expenses awarded by a court or agreed to in settlement which directly result from any third party claim that a Product infringes either a valid: (a) Australia or United States patent; or (b) copyright of a country that is a party to the Agreement for Trade Related Aspects of intellectual Property Rights ("TRIPS"). Subject to Items 2 and 33 of the Agreement, the County notifies Y ellowfin promptly in writing of such claim and permit Yellowfin to defend against any such claim and negotiate for its settlement or compromise. The County agrees to reasonably cooperate with Yellowfin in the defense, settlement or compromise of any claim. In the event that a final injunction is obtained against the County's use of the Product, if Yellowfin reasonably believes that the County's use of the Product could be enjoined, or if in Yellowfin's opinion the Product is likely to become the subject of a successful claim of infringement, Y ellowfin will: (i) obtain the right for the County to continue using the Product, (ii) modify or replace the Product so that it becomes non infringing or, in the event neither of the previous two options are commercially reasonable for Y ellowfin, (iii) terminate this Agreement upon thirty (30) day written notice and refund: (a) if the County is licensed to use the Product on a subscription basis, any prepaid but unused fees as of the date of termination; or (b) for any other license type, the amount the County paid for the Product less an amount for depreciation determined on a straight-line five-year depreciation basis with a commencement date as of the date of the Order for the Product. Y ellowfin will have no liability for a claim if the claim is based on: (A) the County's use of the Product more than thirty (30) days after Yellowfin has notified the County of (iii) above or (B) the County's use of a non-current release version of the Product and non-current modified or replacement version under (ii) above.

6.3 Yellowfin will have no liability under this Section 6 to the extent that any infringement or claim is based upon: (i) the County's failure to comply with designs, specifications or instructions provided by Yellowfin, (ii) the County's use of the Product in an application or environment for which it was not designed or not contemplated, (iii) modifications made by anyone other than Yellowfin, or (iv) use of the Product by users not permitted by this Agreement.

6.4 THE FOREGOING INDEMNIFICATION PROVISIONS AND ITEMS 1 THROUGH AND 36 OF THE AGREEMENT STATE THE ENTIRE LIABILITY OF YELLOWFIN AND THE COUNTY'S SOLE AND EXCLUSIVE REMEDY WITH

Page 21of51 Procurement Contract No. 14638

RESPECTTO ANY INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY PATENT OR COPYRIGHT.

7. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIABILITY OF YELLOWFIN, IF ANY, FOR DAMAGES RELATING TO ANY PRODUCT, UPDATE AND/OR SERVICES IS LIMITED TO THE ACTUAL AMOUNTS THE COUNTY PAID FOR THE PRODUCT, UPDATE AND/OR SERVICES. YELLOWFIN'S LICENSORS AND THEIR SUPPLIERS HAVE NO LIABILITY TO THE COUNTY FOR ANY DAMAGES. IN NO EVENT WILL YELLOWFIN, ITS LICENSORS, OR ANY OF THEIR RESPECTIVE SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY COMMERCIAL DAMAGES OR LOSSES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCT, ANY UPDATE, AND/OR ANY SERVICES, EVEN IF YELLOWFIN, ITS LICENSORS AND/OR ANY OF THEIR RESPECTIVE SUPPLIERS HA VE BEEN ·INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. EACH EXCLUSION OR LIMITATION IS INTENDED TO BE A SEPARATE AND SEVERABLE EXCLUSION.

8. LICENSE MODELS AND DEFINITIONS:

The license model for the Product is set forth in the Order. The description of each Yellowfin license model is set forth below, along with any applicable definitions.

Definition: "Deployment" means one installation within a single or clustered environment.

Named User License: A Named User License grants the County the right to designate a specific individual (a "Named User") to access and use the Product or access and use an application, which can access the Product. The County must be able to identify and count each Named User. Sharing of a Named User License by more than one individual is expressly .prohibited. Named User License(s) are assigned to a single Deployment and may not be shared among different Deployments. A license is required by users for both direct and indirect (pooled) access to the Product, excluding output files generated by the Product and stored externally to the Yellowfin repository. A Named User does not have to be logged on to the Product to be counted as a Named User. A Named User License may be transferred from one user to another provided that the original user is no longer permitted access to or use of the Product. The foregoing transfer right shall not affect the assignment prohibition set forth in Section 2.9 of this Agreement.

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Processor or CPU License: When the Product is licensed on a Processor basis, the aggregate number of central processing units ("Processors") running any Product components(s) may not exceed the number of Processors licensed. A multi-core chip Processor with N processor cores shall be counted as N Processors. Additional CPU License(s) are required for each CPU that runs the Product.

Concurrent User License: When the Product is licensed on a Concurrent User Basis, each individual user need not be specifically identified as the holder of a license. Sharing the license by one or more users is permitted, provided that the number of users accessing or using the Product at any one time does not exceed the number of Concurrent User licenses purchased. Concurrent User Licenses are assigned to a single Deployment and may not be shared among different Deployments. A license is required by users for both direct and indirect (pooled) access to the Product, excluding output files generated by the Product and stored externally to the Y ellowfin repository.

Restricted License: If the County acquired the Product bundled or otherwise provided in combination with or for use with a third party product ("OEM Application"), the County has acquired a Restricted License. The County's permitted use of the Product will be restricted to the host application or service and its data structures, and the County may not use the Product apart from the host application or service or on a stand-alone basis or in connection with other software applications or services. If the OEM Application requires the use of a data mart or data warehouse, the County may use the Product with the data mart or data warehouse only to access data created or processed by the OEM Application.

Server CPU License: When the Product is licensed on a Server CPU basis it is licensed on a Processor core basis. The Product may be loaded onto a single computer with up to eight (8) Processors or CPUs. A multi-core chip processor with N processor cores shall be counted as N Processor cores.

Developer License: A Developer License limits the County's access and use of the Product to internal application development and support purposes only. If the license is for components of the Product only, then such right is limited to those components. The County is further subject to the license terms of the appropriate license model for the Product set forth in this Exhibit A. A Developer License may not be sold, transferred, and may not be used in a production environment, as part of a backup environment or as a failover environment.

Evaluation License: An Evaluation License may be used for the sole purpose of Product demonstration or evaluation and may not be used for or in conjunction with the development or Deployment of the Product. Under an Evaluation License, the Product is provided without warranty on an "as is" basis. The County is further subject to the license terms of the appropriate license model for the Product set forth in this Exhibit A. An Evaluation License may not be transferred, and may be terminated by Y ellowfin at any time.

Subscription License: When the Product is licensed on a Subscription basis, the County is granted a non-exclusive and non-transferable license to use the Product for a term, the length of

Page 23 of 51 Procurement Contract No. 14638 which is set forth in the Order (the "Subscription Term"). Unless earlier terminated as provided in this Agreement, the Subscription Term may not be terminated and all subscription fees are non-refundable. The Subscription Term may be renewed annually at Yellowfin's then current rate or such other term as mutually agreed by the parties. The County may only use the Product through the date for which it has paid all applicable fees. Any rights the County may have to use the Product cease immediately when payments are no longer current, and the County agrees, at such time, to immediately stop all use of the Product, and return all copies of the Product and any Documentation to Y ellowfin, and Y ellowfin will have no further obligation to the County. As long as applicable fees are current, Yellowfin will provide the County with updates and upgrades which are generally commercially available, and will use commercially reasonable efforts to provide support and maintenance to the County consistent with Yellowfin's support and maintenance policies, which are attached as Exhibit A-1, Support Offering & Policies.

THIRD PARTY TERMS AND RESTRICTIONS:

The Product may contain or be accompanied by certain third-party components that are subject to additional restrictions. These components, if any, are identified in, and subject to, special license terms and conditions set forth in the Documentation, the "[readme ].txt" file, the [notices.txt] file, or another electronic file accompanying the Product (collectively, the "Special Notices"), and are incorporated by reference as Exhibit A-2. The Special Notices include important licensing and warranty information and disclaimers. In the event of conflict between the Special Notices and the other portions of this Agreement, the Special Notices will take precedence (but solely with respect to the third party component(s) to which the Special Notice relates).

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EXHIBIT A-1

Support Offering & Policies As of December 2016

Page 25 of 51 Yellowfin Standard Maintenance & Support Offering and Policies

Payment and Proper Licensing are Required - Customers may receive Maintenance and Support for Yellowfin software ("Software") from Yellowfin only if: (a) the relevant Software has been properly licensed by the customer, (b) Yellowfin has been paid current and in full for the applicable Maintenance and Support. All of Yellowfin's Support Offerings are subject to change without notice, and not all support offerings are available for all Yellowfin products or regions.

STANDARD MAINTENANCE & SUPPORT OFFERING 1. Support Offering: Standard Support provides you with the following services: • Product Updates - Updates to Currently Support Software (as outlined in Section 11 , figure 2), free-of-license fees, to all parties that have a current paid-up annual Maintenance and Support contract for the Software. • Defect Fixes - Fixes to Currently Support Software (as outlined in Section 11 , figure 2) or work-around until the release of a new version of the Software. • Unassisted Support - Access to Yellowfin on-line resources, Wiki, videos, defined free training services, knowledge base, and our Yellowfin Community. • Assisted Technical Support - Assisted support through defined support · channels, during normal office hours defined by region; i.e. Monday-Friday from 8am-5pm excluding holidays. Support will be provided for trained licensed Yellowfin users with questions pertaining to application defect support with the Software when Yellowfin documentation does not address the behavior of the Software.

2. Unassisted & Assisted Support Channel Availability: • Unassisted Support is available 24/7/365 through the following support channels accessed through the Yellowfin website: • Yellowfin Community: on-line collaborative community to post questions, search knowledge base article, submit tickets, and share product ideas. • http://community.yellowfin.bi/ • Yellowfin product Wiki • http://wiki.yellowfin.bi • Weekly Tutorial sessions and video series • Sign-up to receive email updates • http://learn.yellowfin.bi • White papers, blog, and downloadable documentation • Portal access required for some content • http://www.yellowfinbi.com/YFSupportCentre.i4 • YouTube channel with the latest product tips and how-to's • https://www.youtube.com/user/YellowfinTeam

• Assisted Support is available during Yellowfin's normal office hours, Monday through Friday, excluding public holidays in Australia, United States, Japan, and the United Kingdom. Staffed hours: o Asia Pacific (Australian Eastern Time) 8am to 5pm o North America (Mountain Time) Sam to 5pm

Yellowfin International Pty Ltd 12/1/2016 2 o United Kingdom (British Standard Time) Sam to 5pm o Japan (Japan Standard Time) 9:30am to 5:30pm

3. Support Channels Yellowfin provides multiple channels for accessing support, these include: a. Yellowfin Community: access from www.yellowfinbi.com or community.yellowfin.bi/ Login required to post comments or submit a private ticket. Customer can login to the Community and search top trending topics, ask the community questions, or share your expertise with others. Private tickets can be logged if your request is sensitive in nature. Our technical support consultants will monitor the community and respond to posts during normal business hours, and in some cases, escalate questions to an assisted ticket to be managed by one of our global technical team members. b. Yellowfin Customer Portal: access from www.yellowfinbi.com Login required. Customer can login to Yellowfin's customer portal and based on access rights can view account details and download content. You will also have access to Yellowfin University, Wiki, Community FAQ & Knowledgebase, white papers, use cases, and self-guided tutorials based on your account access level. c. Email support: [email protected] Email and/or Community Private Ticket support channels must be used to request all assisted support for important and/or operational level incidents. All email and private ticket requests will automatically log a new request with our Technical Support Desk. Customers will receive an automated email response that acknowledges their request has been logged and is awaiting review by the next available Technical Support team member. Requests emailed or logged through the Community will be reviewed in the order they are received. Requests logged outside normal business hours will be reviewed and assigned the following business day. Once the ticket has been reviewed and assigned for analysis, the support desk team will determine if the customer is a current customer, if the incident is supportable, and assign an appropriate severity level to the ticket. The customer will receive confirmation from the technical support desk team on the next steps, which in some situations will result in a remote session or a scheduled phone call. d. Request a Callback or Schedule a Remote Session: via [email protected] or through the Community private ticket community.yellowfin.bi After submitting an email or logging a private ticket in our community, you can request to schedule a time to work with one of our Technical Support Consultants. Provide your details by responding to the automated ticket confirmation email to enable one of our team members to follow-up with you to schedule a session. Requests for a remote or phone session logged after hours will be reviewed the following business day.

5. STANDARD TERMS The following terms, workflows, and services shall have the following meanings: • Case or Ticket means a single assisted support request that is logged into our CRM or Community system and relates to a specific question or issue within the product. (For example, the use of a specific documented feature of the product or assistance with a specific problem or error message). A single support case or community ticket can involve multiple e-mails, remote sessions, off-line research, and/or scheduled phone calls.

Yellowfin International Ply Ltd 12/1/2016 3 • Case/Ticket Status is defined in the following ways and refers to workflow steps for capture, validation, escalation, and/or tracking of customer incident(s):

1. Unassigned - requests that have been logged into the Yellowfin's CRM but have not been assigned to a Technical Support Consultant. The request will be assigned to the next available global team member, during normal business hours, who will review the request, define the severity, and start working towards a resolution.

2. Open - defined as a customer request that has been assigned to a member of our global Technical Support Desk team.

3. Re-Opened - defined as a closed request that has been re-opened by a customer due to the incident not being resolved. If a request is older than two (2) business weeks, a new case will be created and the older case will be referenced.

4. Closed Resolved - defined as any customer request that has been processed and confirmed to be resolved to the satisfaction of the customer.

5. Closed Tracking - defined as any customer request that has been temporarily resolved, returning the customer(s) system to a normal working status, but more work is needed either through a schedule end of month release, patch, or future major release cycle. This status is used to help track suspected product and/or workflow defects that will be addressed in a future release. All closed tracking requests will be linked to a new and/or known product defect task ID number within our CRM . Once the defect has been fixed, the customer linked to the 'Closed Tracking Case' will be notified via email which product version the fix will be included within. At this time the request will be moved into a 'Closed Resolved' status. Additionally, all product releases will list all fixed task ID number within the change log posted on our website or within our Yellowfin Community .-

• Product Issue means a technical aspect or functionality of the product that doesn't execute or deliver results as described in the product documentation. An issue is recognized as a product defect when it has been reproduced, or sufficient details have been captured so that an issue can be logged in our CRM for Development review.

• Product Enhancement means any customer requested product change or idea that is captured and reviewed by the Yellowfin Development team. Product ideas are captured and managed through our Community. The product team reviews and defines a status for each request to correctly track and provide feedback to our customers. Product ideas or enhancements will be managed in our community to help us gather customer feedback using the four basic statuses below: 1. Under consideration - the request has been reviewed by a Product Manager and is likely to be included in a future release; however, this is subject to change until the request is moved to a "Planned" status. 2. Not planned - The request has been reviewed by a Product Manager and will not be included in the product at this time. If the request is a critical business need or several requests by multiple customers are received, the Product Managers may reevaluate. 3. Planned - The idea has been reviewed by a Product Manager and will be included in a future release. Timing depends on development effort, roadmap plans, and final decisions by the product team. Once the enhancement has been confirmed closed and tests the status will be moved to 'Fixed'. 4. Fixed - The request is completed and led to new functionality in the product. Thank you!

Yellowfin International Pty Ltd 12/1 /2016 4 ASSISTED SUPPORT WORK FLOWS AND SERVICES

Assisted Support Yellowfin will provide Assisted Support to licensed users experiencing product issue(s) during normal business hours. Once a request has been acknowledged, a ticket will be opened, severity will be defined by the Application Support Specialist. A system generated confirmation email will be sent to the customer with a tracking identification number. Assisted support channels may include the Yellowfin community, emails, remote access, and/or scheduled phone sessions.

1. Severity Determination and Escalation Upon receiving a request, Yellowfin may, at its sole discretion using reasonable efforts, allocate a severity level, a target response time, and a target resolution time for the Issue (as defined below). Severity Level means the level of business impact on the customer's workflow, and defines the level of urgency that the Yellowfin Support Team will focus on while working towards a resolution. Yellowfin Application Support Specialist will work with the customer to define the severity, but the customer will have the right to request an escalation or de-escalation of the case as needed:

a. S1 (Business Critical): Workflow stoppage affecting the majority of users or critical system functions defined as cannot login or any error that stops the system from functioning. End­ user workflow and success has been halted. S1 requests will require customer point of contact to be available for troubleshooting. If the customer point of contact is unavailable to assist with access or troubleshooting assistance, the case will be de-escalated to a S2 level.

b. S2 (User Critical): Workflow issue affecting a minority of users defined as a work stoppage in a given area of the product, or stopping end-user from completing critical workflow functions. End-users can work but a solution or workaround needs to be provided to ensure completion of critical workflow. c. S3 (User Non-Critical}: Workflow issues that need research or scheduled work to determine problem. No major work stoppage but minor annoyance to user(s) that will be reviewed by the Yellowfin Application Support Specialist. Yellowfin and customer will define and agree a resolution time. Updates will be provided as needed or as requested by customer.

d. S4 (General): General user questions, scheduled tasks, maintenance, upgrades, non-critical issues, enhancement requests, or documentation issues. These requests are typically closed on first contact, or once the request has been completed. Yellowfin and customer will define and agree upon a resolution time. Updates will be provided as needed or as defined by customer and project scope.

2. Response & Resolution a. Response time means the period of time within the working day, for a given region , from when a customer logs an assisted request to when a Yellowfin Application Support Specialist acknowledges the request, and a severity is defined. Response times will be based on severity levels as outlined in figure 1.

b. Resolution means that Yellowfin will in good faith use reasonable efforts to resolve the customer request or product issue in the time frame outlined in figure 1. Estimated resolution times are measured, from the acknowledged acceptance of the request by the Yellowfin Application Support team, to when the Software can be used with functionality reasonably consistent with the applicable documentation, and/or in such other applicable manner as is appropriate.

The Resolution of an issue can mean one or more of the conclusions below:

i. Providing a reasonable solution to the customer so that normal workflow is restored ii. Providing a reasonable work-around to the customer so that normal workflow is restored iii. Determination by Yellowfin that the issue is an enhancement request, forwarding the request to Yellowfin Product Management for future consideration

Yellowfin International Pty Ltd 12/1/2016 5 iv. Escalation by the Yellowfin Support Desk of an incident/product defect to Yellowfin's Development team for review, upon which the case will be flagged with a status of 'Closed-Tracking' and monitored by development. The customer will be updated when issue has been fixed via email linked to the logged ID record

. Initial Estimated Resource Update Seventy ReTsponse Resolution Time Effort Schedule 1me

Work on a reasonably S1: Level 3 effort until 8 hours continuing basis until Daily stability is restored Business Critical resolution is reached

Work on a reasonably 52: Level 2 effort until Current business 24 hours continuing basis until stability is restored week User Critical resolution is reached

Yellowfin and customer 53: Level 2 effort until Current business 48 hours will determine the stability is restored week User Non-Urgent resolution schedule

Yellowfin and customer A notified Level 1 or 2 effort until 54: will determine the resolution linked 72 hours stability/workaround is resolution schedule to closed-tracking General restored notification

· FIGURE 1

3. Initial Response Time Variables Initial response times are based on the standard business hours within the region the licensee is registered . Response times can and will be impacted if the customer cannot provide details around product configuration, environmental changes, details about the experienced issue(s), error message(s), or grants remote session access to the Yellowfin Support Desk Team. Yellowfin's ability to achieve a workable resolution will be adversely impacted if the customer cannot provide the details requested by a member of the Yellowfin Support Desk team. Customer shall be responsible for contacting Yellowfin to log a request and working with a member of our Support Desk team to determine the severity of the issue. It is the responsibility of the customer to know their IT environment, or have access to people who can assist, including and without limitation to; firewalls, system access, changes in VPN access, database changes, login & password changes, IP address changes, etc. If Yellowfin support does not receive current system logs, or user does not have access to the needed system details to start the troubleshooting process, the estimated resolution time will be extended until logs or access can be granted.

4. Assisted Support Exclusions a. Environmental Issues: Yellowfin is not responsible for any hardware, cabling or operating system components of the network configuration, or for customer's operation of workstation equipment. The customer is responsible for all systems and networks to be set up to meet Yellowfin specifications. b. Unexpected Behavior that can be isolated to a user's specific configuration or environment does not constitute a product defect. Yellowfin's Support Desk can provide troubleshooting suggestions for unexpected behavior in these cases. However, Yellowfin is not responsible for the resolution of any such behavior.

c. Non-standard Customization or Integration of Software is Not Part of Maintenance and Support: Any requests to perform customization, installation, or integration work outside standard how-to questions as defined within the documentation provided with the user's licensed software version are not included in Maintenance and Support, but are available to the customer as paid for customized professional consulting services, and should be addressed and set forth in a separate applicable services agreement.

Yellowfin International Pty Ltd 12/1/2016 6 d. Unauthorized Customization or Integrations: Yellowfin will not support any customer that makes modifications to the Yellowfin software code base, or using custom integration solutions other than the documented Yellowfin APls

5. Support Requirements & Guidelines a. S 1 requests will require a Customer point of contact to be available for troubleshooting. If the customer point of contact is unavailable to assist with access or troubleshooting assistance, the case will be downgraded to a S3 level. b. For customer(s) to receive a response from Yellowfin, with regards to any reported error(s) or other problem(s), Yellowfin must first receive a documented replicable example of the defect or error, and if requested by Yellowfin, a listing of output logs or other information that Yellowfin requires in order to reproduce working conditions similar to those present when any defect(s) or error(s) in the Software were discovered. c. Under no circumstances are you to provide any confidential, or protected data, to Yellowfin when seeking support assistance via email or remote support, including proprietary business information, protected technical data, private and/or personally identifiable information, or any other form of confidential, private, personal or other protected information unless both parties have agreed, in writing, to do so. d. Remote system access, by any member of Yellowfin, must be approved and monitored by the Customer point of contact, with any subsequent system changes to be performed by the Customer point of contact. Yellowfin recommends that any system access granted to Yellowfin should be a non-production environment; for example, a development environment that has any and all sensitive data removed, as outlined in section c above. Yellowfin will not be held liable for any issues or problems caused during a remote access session.

6. Yellowfin Support Levels a. Level 1 support "Level 1" means those services necessary to respond to an initial request for support from a customer. Level 1 support includes confirming that the customer has an active contract, that the users requesting help is certified, determination of the source of the performance defect, error, or other problem, and administering troubleshooting procedures. Once these initial procedures are performed, and if the issue needs escalation, the responsibility will shift to Yellowfin Level 2 support described below. b. Level 2 support "Level 2" means those support services necessary to further troubleshoot and work towards resolution for performance defect, error, or other problem which is not resolvable by Level 1. Yellowfin will provide Level 2 diagnostic support procedures with respect to the Yellowfin solution(s) to all active customers on standard contract, including determining the particular component within the Yellowfin solution that might be affecting standard workflow. A point of contact customer representative will be needed to help troubleshoot, grant access to key systems, and provide validation of suggested resolution steps. If the issue needs escalation, the responsibility will shift to the Level 3 support described below. c. Level 3 support "Level 3" means those services necessary to provide a critical workaround or code change that results in an interim or patch release. A point of contact customer representative will be needed to help troubleshoot, grant access to key systems, and provide validation of · suggested resolution steps. Level 3 will work to stabilize and resolve the defined issue.

7. Support Obligations: Direct Customers and Reseller Clients a. Must Provide Yellowfin Technical Support Desk team with: i. Contact information; name, email, company name, and license validation ii. General product questions or documented example of errors or defects; and,

Yellowfin International Pty Ltd 12/1/2016 7 iii. If requested by Yellowfin, provide a listing of output files and any other data, which Yellowfin requires in order to reproduce operating conditions similar to those present when any defect or error in the Software to help discovered, validate, and diagnose problems. b. Support Desk personnel shall be the sole conduits of communication with the end-user regarding the open request unless previously agreed upon by both partners.

8. Support Obligations: Distributors, Hosting Resellers, ISVs, or OEMs In order to receive effective Level 2 support from Yellowfin, Partners (including Distributors, ISVs, OEMs, or Hosting Resellers) are expected to provide first level technical support to their licensed End Users by their Yellowfin trained personnel. This will include obligations to : . - c. Provide 'How to' support to end users, including iv. Answer product questions v. Research support issues in Licensor Community, Wiki, Resources, etc. vi. Validate and diagnose problems vii. Work with End User to ensure reported errors are reproducible viii. Recommend workarounds where possible ix. Rule out environment, integration, and external system(s) issues d. Promptly escalate any unresolved issues with the software to the Yellowfin Technical Support Desk team via the defined channels outline above. e. Provide a comprehensive brief to Yellowfin consisting of: x. Documented example of the defect or error; and , xi. If requested by Yellowfin, provide a listing of output and any other data file or logs, which Yellowfin requires in order to reproduce operating conditions similar to those present when any defect or error in the Software was discovered, validate and diagnose problems. f. Yellowfin support personnel shall be the sole conduits of communication with partner regarding the open case unless previously agreed upon by both partners. g. Yellowfin will only accept queries and defecUerror requests from designated First or Second Level partner support contact(s).

9. RELEASE MANAGEMENT New versions of Yellowfin software products are released frequently. Our goals are to: • Make bug fixes available to customers as soon as possible • Give interested customers early access to new features and API changes • Make our major and minor product version release schedule reasonably predictable

a. Product Release Numbering Yellowfin uses a two-place numbering scheme to designate released versions of its major (XX.) and minor (.YY) software products. Patches will be released each month, noted with the release year, month , and day/time stamp. Re-issued releases will use a lower case letter: XX.YY - XX= major version, YY =minor release, i.e. "7.3" XX.YY Year/month/day - monthly patch, i.e. "7.3 20161101 " XX.YY Year/month/day/a - re-issue of a patch, i.e. "7.3 20161101a"

Yellowfin International Ply Ltd 12/1/2016 8 b. Feature Releases We aim to release new versions of Yellowfin's software products every six (6) to nine (9) months. These releases will contain the bulk of new functionality. Feature releases are numbered by incrementing the minor version number. For example, the move from Yellowfin 7.1 to 7.2 and 7.2 to 7.3 would be an example of a minor release change. Occasionally we may change to a new Major version number to indicate a major schema change. Feature releases may not be APl-compatible with the previous release. This means that you should test web services, and any custom integration processes, before running a newer version of a Yellowfin software in a production environment. It is always re.commended that you create backups before any upgrades are performed and that you have spent the time to test all new versions within your test environment{s). c. Patch Releases Yellowfin patch releases are scheduled for the last Friday of every month, unless not practical or otherwise defined, depending on the number and urgency and impact of defects that have been fixed during that particular development cycle. We aim to minimize the time between a defect being reported, and a fix being available. Patch releases will contain mostly defect fixes, plus the occasional minor new feature or enhancement. Enhancements will be limited, as the main aim of these end of month {EOM) releases is to improve stability, making no significant API changes that could disrupt end-user workflow. Patch releases are numbered by incrementing the patch availability date. For example, the first Patch release after Yellowfin 7.1 was 7.1 20161101 , followed by 7.1 20161101; Year, Day, Month Occasionally, we will re-issue a patch release because something was faulty with the original download. In that case we will create a "re-issue" release number, for example 7 .1 20161101 a, noted with an 'alpha' letter following the date. We don't expect all customers to upgrade Yellowfin every month, however system administrators should keep current on all monthly change log release notes to keep apprized of key system enhancement and defect changes. It is recommended that all system administrators keep to a scheduled up-grade process that is every 6 to 9 months. Sometimes, a security issue or serious application bug will arise that we feel is in everyone's best interest to fix as soon as possible. In such cases, we will recommend in the Release Notes, that all customers upgrade to the latest version. It is the end-user's responsibility to ensure that designated personnel monitor Release Notes to ensure awareness of such security issues and or serious application bugs. d. Critical Bug Interim Release If specifically requested, Yellowfin can issue an interim patch to fix a critical bug. This patch will be outside of the scheduled release cycle. The purpose of this patch is to rapidly address a security issue or serious application bug. The in~erim patch will not have had full end-to-end testing and may introduce unforeseen errors. This release type is t0 be used with caution and must be followed up with an install of the next scheduled patch release, as the Interim Release is not a supported build. These patches will only be made available to the customer or partner who originated the request. e. Beta Releases Occasionally and when possible, we will release "Beta releases" of the next major Yellowfin software product version. How often and when we do so depends on the current development cycle. Beta releases will be announced on the Support page, within the Community, and to the Yellowfin­ developer mailing list. Beta releases are published for testing integration and early feedback about our work, under no circumstances should the beta release be use as a production release. Yellowfin will not provide any level of troubleshooting or updates outside planned scheduled beta updates.

10. END OF LIFE SCHEDULE To continually provide our customers with the highest quality and most cost effective solutions, Yellowfin will periodically retire older product versions. This allows us to focus more resources on enhancing current versions that support the latest technological innovations. Ultimately, this enables us to provide our customers and partners with the best Bl toolsets so you can grow your business. The reasons that drive these changes include: a. Technical advances in computing and networking may mean that maintaining an old application, in an evolving network environment may become cost prohibitive, and Yellowfin International Pty Ltd 1211/2016 9 b. By committing time and resources to older versions our ability to provide our partners with the latest technology solutions is impacted. Additionally, newer products will include fixes and/or enhanced functionality that allow for greater return on your investment. Customers and partners requesting support on Yellowfin versions more than tnree (3) minor Product Releases behind the current release will be asked to upgrade to the current release before any extensive work will be performed on their product issue. Staying current ensures that your end-users have the latest enhancements and fixes.

11. END OF LIFE PRODUCT SCHEMA DETAILS Exceptions to basic or extended product support will be announced within the Yellowfin Community, Proactive Alerts, Account Management communication, and Release Notes for the affected products. Extended Version Support (EVS) covers general questions posted in our community, access to documentation, and review of product issues submitted to our Support Desk team. Extended Version Support (EVS) WILL NOT cover any requests, by customers or partners, for product enhancements, new development, changes in functionality, scheduled monthly product updates, or developing fixes found in a current product version. If a product issue is confirmed within a product version that is under Extended Version Support (EVS), and a fix is found in a current Basic Version Support (BYS), the first step towards resolution will be to upgrade to the latest product version offered by Yellowfin. If an upgrade is not feasibly possible, due to the confirmed urgency of the S1 system outage, Yellowfin will create a patch to restore functionality as outlined within the associated product version documentation.

General End Product Yellowfin End Of Life Release (BVS) Version (EOL) Status (BVS) Support

EOL 5.x 6/2011 6/2013 EOL EOL 6.0 12/2011 12/2013 EOL

EOL 6.1 5/2012 5/2014 EOL

EOL 6.2 12/2012 12/2014 EOL EOL 6.3 5/2013 5/2015 . EOL ** EOL 7.0A 12/2013 5/2015 A EOLA

Current 7.1 8/2014 11/2016 EVS - 8/2017

Current 7.2 3/2016 3/2018 EVS - 3/2019 Current 7.3 11/2016 11/2018 TBD

FIGURE 2

* Each new release designated with XJ<.YY will be supported for up to twenty-four (24) months from the General Release date, or to a maximum of three (3) minor releases within the same XJ< .YY schema. At this time the minor .YY version, using the XJ<.YY schema, will move into an End of Life (EOL} status, or Extended Version Support (EVS), if applicable. ** Extended Version Support (EVS) will be offered for the last minor release (.YY using the XJ<.YY schema) of any major release (XX. version using the XJ<.YY schema) will be supported up to, but no longer than thirty-six (36) months from the General Release date of the last minor .YY version within the XJ<.YY schema. This twelve (12) month period will allow customers time to transition. For example, 7.1 has entered into Extended Version Support (EVS) for the last year of it's three (3) year product life cycle, EVS will end on 8/2017.

A Version 7.0 is no longer a viable upgrade path from the six series and has been deemed EOL. We will support customers through an upgrade path to v7.3+, Extended Version Support will be offered through the end of 2016.

Yellowfin International Pty Ltd 12/1/2016 10 12. LANGUAGE SUPPORT Yellowfin will support the following eight (8) languages across major (XX.) and minor (.YY) product releases. Other languages that have been translated by our partners may be found in our Marketplace. Yellowfin encourages, and enables, our partners to add additional language packs to our Marketplace but Yellowfin will not support any languages outside the eight (8) languages outlined below. All major (XX.) and minor (YY.) product releases will be released with English as the core language. The below eight (8) supported languages will be updated for major (XX.) and most minor (.YY) general release versions. Language updates will not be included for end-of-month updates, beta versions, and/or some minor (.YY) release candidates.

Spa~!~ _!! French

Japane~e Chinese Simplified German Brazili'!n Por_:tugue_se Italian

13. ACCESSIBILITY

Yellowfin is committed to providing access to its software for people with a disability, defined under the US Governmental Legislation Section 508 Amendment to the Rehabilitation Act of 1973, which reinforces best practices that we encourage all organizations to follow. We proactively educate our product teams about accessible design and the Section 508 Access Board standards. We make sure to partner with companies who also hold our same company beliefs; ensuring that our partners and their end-users can take full advantage of the wonderful tools built into today's web based browsers that power the Yellowfin solution. A VPAT document will be provided upon request.

Yellowfin International Pty Ltd 1211/2016 11 Procurement Contract No. 14638

EXHIBIT A-2

Special Notices

This distribution includes a number of third-party libraries. Their details are included below, including any additional licencing [sic] information.

Name: Connection Cloud Version: 4.0 Licence: Proprietary URL: http://www.connectioncloud.com/ Nature: non-linked library I connection driver

Name: IBM AS/400 JDBC Driver Version: 5.2.0 Licence: IBM Public Licence 1.0 URL: http://jt400.sourceforge.net/ Nature: non-linked library I connection driver

Name: IBM DB2 Driver Licence: Proprietary URL: http://www-Ol.ibm.com/software/au/data/db2/ Nature: non-linked library I connection driver

Name: Ingres Driver Version: 3.8.3 Licence: GPL 2 URL: http://www.actian.com/products/ingres Nature: non-linked library I connection driver

Name: MySQL Driver Version: 5.1.25 Licence: GPL 2 URL: http://www.mysql.com/ Nature: non-linked library I connection driver

Name: Pervasive JDBC Driver

Page 26 of 51 Procurement Contract No. 14638

Version: 2 Licence: Proprietary URL: http://www.pervasive.com/ Nature: non-linked library I connection driver

Name: Sybase Syb Driver Version: 3 Licence: Proprietary URL: http://www.sybase.com Nature: non-linked library I connection driver

Name: Diaprism AQL Driver Version: 1.6.2 Licence: Proprietary URL: http://www.mdit.co.jp/diaprism/ Nature: non-linked library I connection driver

Name: JTDS Driver Version: 1.2.8 svn Licence: LGPL 3 URL: http://jtds.sourceforge.net/ Nature: non-linked library I connection driver

Name: Oracle Driver Version: 5.0 Licence: Oracle Technology Network ("OTN") License URL: http://www.oracle.com/ Nature: non-linked library I connection driver

Name: Org.h2.Driver Version: 1.0.77 Licence: Eclipse Public License 1.0 URL: http://www.h2database.com/html/main.html Nature: non-linked library I connection driver

Name: HSQL JDBC Driver Version: 2.2 Licence: HyperSQL Licence (BSD) Page 27 of 51 Procurement Contract No. 14638

URL: http://hsqldb.org/ Nature: non-linked library I connection driver

Name: PostgreSQL JDBC Driver Version: 9 .3 Licence: BSD License URL: http://www.postgresql.org/ Nature: non-linked library I connection driver

Name: Sqlite JDBC Driver Version: 3.7.2 Licence: Apache Licence 2.0 URL: http://www.sqlite.org/ Nature: non-linked library I connection driver

Name: Apache Derby Version: 10.12.1.1 Licence: Apache Licence 2.0 URL: http://db.apache.org/derby/ Nature: non-linked library I connection driver

Name: Apache Tomcat Version: 7.0 Licence: Apache Licence 2.0 URL: http://tomcat.apache.org/ Nature: Application server

Name: Struts Version: 1.3 Licence: Apache Licence 2.0 URL: http://struts.apache.org/ Nature: java library

Name: JavaMail Version: 1.5.2 Licence: Common Development and Distribution License 1.1 URL: https ://java.net/proj ects/j avamail/pages/Home Nature: java library Page 28 of 51 Procurement Contract No. 14638

Name: Olap4j Version: 1.0.1.500 Licence: Apache Licence 2.0 URL:http://www.olap4j.org/ Nature: java library

Name: Xstream Version: 1.3 .1 Licence: BSD Licence URL: http://xstream.codehaus.org/ Nature: java library

Name: Axis Version: 1.4 Licence: Apache Licence 2.0 URL: http://axis.apache.org/ Nature: java library

Name: Log4j Version: 1.2.17 Licence: Apache Licence 2.0 URL: http://logging.apache.org/log4j/l .2/ Nature: java library

Name: JFreeChart Version: 1.0.13 Licence: LGPL 3 URL: http://www.jfree.org/jfreechart/ Nature: java library

Name: Jasper Reports Version: 4.5 Licence: LGPL 3 URL: http://community.jaspersoft.com/project/jasperreports-library Nature: java library

Name: iText Page 29 of 51 Procurement Contract No. 14638

Version: 2.1.7 Licence: MPL URL: http://itextpdf.com/ Nature: java library

Name: Apache POI Version: 3.13 Licence: Apache Licence 2.0 URL: http://poi.apache.org/ Nature: java library

Name: XML Beans Version: 2.6.0 Licence: Apache Licence 2.0 URL: https://xmlbeans.apache.org/ Nature: java library

Name: YUICompressor Version: 2.4.7 Licence: BSD Licence URL: http://yui.github.io/yuicompressor/ Nature: java library

Name: OpenLDAP Version: October 2009 Licence: OpenLDAP Public License 2.8 URL: http://www.openldap.org/jldap/ Nature: java library

Name: UnBoundld Version: 2.3. l Licence: Unboundld Free Use Licence URL: https ://www .unboundid.com/products/ldapsdk/ Nature: java library

Name: Flying Saucer Version: 9.0.9-yf Licence: LGPL 3 Page 30 of 51 Procurement Contract No. 14638

URL: http://code.google.com/p/flying-saucer/ URL: https://github.comNellowfinBI/flyingsaucer Nature: java library

Name:jsoup Version: 1.8.2 Licence: MIT Licence URL: http://jsoup.org/ Nature: java library

Name: Jakarta RegExp Version: 1.3 Licence: Apache Licence 2.0 URL: http://jakarta.apache.org/regexp/ Nature: java library

Name: Batik Version: 1.7 Licence: Apache Licence 2.0 URL: http://xmlgraphics.apache.org/batik/ Nature: java library

Name: Java ESRI Shape File Reader Version: 1.0 Licence: Apache Licence 2.0 URL: http://source forge .net/proj ects/j avashapefil ere/ Nature: java library

Name: Xerces Version: 2.9.1 Licence: Apache Licence 2.0 URL: http://xerces.apache.org/ Nature: java library

Name: JAX RPC Version: 1.1 Licence: Common Development and Distribution License 1.1 URL: https://java.net/projectsijax-rpc/ Page 31of51 Procurement Contract No. 14638

Nature: java library

Name: JDBF Reader Version: 1.2 Licence: Apache Licence 2.0 URL: https://code.google.com/p/jdbf/ Nature: java library

Name: Apache Commons Beanutils Version: 1.6 Licence: Apache Licence 2.0 URL: http://commons.apache.org/ Nature: java library

Name: Apache Commons Codec Version: 1.6 Licence: Apache Licence 2.0 URL: http://commons.apache.org/ Nature: java library

Name: Apache Commons Collections Version: 3.2.2 Licence: Apache Licence 2.0 URL: http://commons.apache.org/ Nature: java library

Name: Apache Commons Collections Version: 4.1 Licence: Apache Licence 2.0 URL: http://commons.apache.org/ Nature: java library

Name: Apache Commons Digester Version: 2.1 Licence: Apache Licence 2.0 URL: http://commons.apache.org/ Nature: java library

Page 32 of 51 Procurement Contract No. 14638

Name: Apache Commons Discovery Version: 0.2 Licence: Apache Licence 2.0 URL: http://commons.apache.org/ Nature: java library

Name: Apache Commons Fileupload Version: 1.3.1 Licence: Apache Licence 2.0 URL: http://commons.apache.org/ Nature: java library

Name: Apache Commons Httpclient Version: 3.0 Licence: Apache Licence 2.0 URL: http://commons.apache.org/ Nature: java library

Name: Apache Commons IO Version: 2.2 Licence: Apache Licence 2.0 URL: http://commons.apache.org/ Nature: java library

Name: Apache Commons Logging Version: 1.0.4 Licence: Apache Licence 2.0 URL: http://commons.apache.org/ Nature: java library

Name: Apache Commons Math Version: 3.5 Licence: Apache Licence 2.0 URL: http://commons.apache.org/ Nature: java library

Name: Apache Commons Net Version: 3 .3 Page 33 of 51 Procurement Contract No. 14638

Licence: Apache Licence 2.0 URL: http://commons.apache.org/ Nature: java library

Name: Apache Commons Validator Version: 1.0.2 Licence: Apache Licence 2.0 URL: http://commons.apache.org/ Nature: java library

Name: Apache Commons VFS Version: 2.0 Licence: Apache Licence 2.0 URL: http://commons.apache.org/ Nature: java library

Name: Apache Commons Chain Version: 1.2 Licence: Apache Licence 2.0 URL: http://commons.apache.org/ Nature: java library

Name: Apache XML Graphics Commons Version: 1.5 Licence: Apache Licence 2.0 URL: https://xmlgraphics.apache.org/ Nature: java library

Name: OpenForecast Version: 0.5 Licence: LGPL 2 URL: http://www.stevengould.org/software/openforecast/index.shtml Nature: java library

Name: Jackson Data Processor Version: 2.6.1 Licence: Apache Licence 2.0 URL: http://wiki.fasterxml.com/JacksonHome Page 34 of 51 Procurement Contract No. 14638

Nature: java library

Name: Java JWT Version: 2.1.0 . Licence: MIT Licence URL: https://github.com/authO/java-jwt Nature: java library

Name: Java Secure Channel Version: 0.1.53 Licence: BSD Licence URL: http://www.jcraft.com/jsch/ Nature: java library

Name: docx4j Version: 3.2.3-yf Licence: Apache Licence 2.0 URL: http://www.docx4java.org/ URL: https://github.comNellowfinBI/docx4j Nature: java library

Name: SLF4J Version: 1.7.5 Licence: MIT Licence URL: http://www.slf4j.org/ Nature: java library

Name: CSS Parser Version: 0.9.18 Licence: LGPL 3 URL: http:// cs sparser .sourceforge.net/ Nature: java library

Name: SAC Version: 1.3 Licence: W3C Software License URL: https://www.w3.org/Style/CSS/SAC/ Nature: java library Page 35 of 51 Procurement Contract No. 14638

Name: Backbone.js Version: 1.1.0 Licence: MIT Licence URL: http://backbonejs.org/ Nature: javascript library

Name: Underscore.js Version: 1.6.0 Licence: MIT Licence URL: http://underscorejs.org/ Nature: javascript library

Name: Require.js Version: 2.1.6 Licence: BSD License URL: http://requirejs.org/ Nature: javascript library

Name: Jquery Version: 1.7.2 Licence: MIT Licence URL: http://jquery.com/ Nature: javascript library

Name: Jquery UI Version: 1.10.1 Licence: MIT Licence URL: https://jqueryui.com/ Nature: javascript library

Name: Calendar Widget Version: 1.0 Licence: LGPL 3 URL: http://www.dynarch.com/projects/calendar/ Nature: javascript library

Name: wz_graphics.js Page 36 of 51 Procurement Contract No. 14638

Version: 2.32 Licence: LGPL 3 URL: http://www.walterzom.com Nature: javascript library

Name: spectrum.js Version: 1.1.1 Licence: MIT Licence URL: https://github.com/bgrins/spectrum Nature: javascript library

Name: iscroll.js Version: 4.1.9 Licence: MIT Licence URL: http://cubiq.org Nature: javascript library

Name: nicEdit.js Version: 1.0 Licence: MIT Licence URL: http://nicedit.com/ Nature: javascript library

Name: PIE.htc Version: 1.0b4 Licence: Apache Licence 2.0 URL: http://css3pie.com Nature: javascript library

Name: SourceSansPro Version: 1.0 Licence: SIL Open Font Licence 1.1 URL: https://www.google.com/fonts/specimen/Source+Sans+Pro Nature: font

Name: CK.Editor Version: 3.5.2 Licence: MPL Page 37 of 51 Procurement Contract No. 14638

URL: http://ckeditor.com/ Nature: javascript library

Name: Date Picker Licence: MIT Licence URL: http://www.eyecon.ro/datepicker/ Nature: javascript plugin

Name: jQuery lightGallery Version: 1.1.5 Licence: MIT Licence URL: http://sachinchoolur.github.io/lightGallery/ Nature: javascript library

Name: Caret.js Version: 0.2.1 Licence: MIT Licence URL: http://ichord.github.io/Caret.js/ Nature: javascript library

Name: Spectrum Driver Version: 1.0 Licence: Proprietary URL: http://www.pitneybowes.com/ Nature: non-linked library I connection driver

Name: html2canvas Version: 0.5.0-beta2 Licence: MIT Licence URL: http://html2canvas.hertzen.com Nature: javascript library

Name: ES6-Promise Version: 3.0.2 Licence: MIT Licence URL: https://github.com/jakearchibald/es6-promise Nature: javascript library

Page 38 of 51 Procurement Contract No. 14638

Name: Microsoft JDBC Driver Version: 4.2 Licence: Proprietary URL: http://www.microsoft.com/ Nature: non-linked library I connection driver

Page 39 of 51 Procurement Contract No. 14638

EXHIBITB

PAYMENT TERMS

1. County will use its best efforts to make payment to Contractor upon successful completion and acceptance of the following services listed in the schedule below within thirty (30) days upon receipt and approval of invoices. All invoices under this Agreement shall be sent to:

COUNTY OF ALAMEDA Behavioral Health Care Services Attn: Julie Hernandez 1900 Embarcadero, Suite 400 Oakland, CA 94606 Or E-mailed to [email protected]

2. Invoices will be reviewed for approval by the Director of Information Systems for BHCS, or his/her designee.!.

3. Total payment under the terms of this Agreement will not exceed the total amount of Two Hundred Thirty Four Thousand Four Hundred Sixteen dollars ($234,416). This cost includes all taxes and all other charges.

4. Time Limit for Submitting Invoices: Contractor shall submit invoice for services to County for payment in accordance with the provisions of Exhibit B. County shall not be obligated to Contractor for the services covered by any invoice if Contractor presents the invoice to County more than 180 days after the date Contractor renders the services, or more than 90 days after the contract ends subject to department approval

5. Upon notice to proceed from County, Contractor shall perform in accordance with the following schedule:

Yellowfin's Annual Subscription and Year 1 Year2 Year3 Three Support Year 2/1117 - 7/1117 - 7/1118 - Contract 6/30/17 6/30/18 6/30/19 Total Quad Core Server License for one $31,250 $ 75 ,000 $ 75 ,000 $181 ,250 production server Non-Production/Development license for $ 9,166 $ 22,000 $ 22,000 $ 53,166 two non-production servers Yellowfin's Subscription and Support $ 40,416 $ 97,000 $ 97,000 $234,416

Page 40 of 51 Procurement Contract No. 14638

EXHIBIT C COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Wrthout li mi~ any other obligation or liability under tis Agreement, the Contractor. at its sole cost and expense, shall secure and keep i1 forre during the entire term of the Agreement or longer, as may be specified below. the follOYling minimum insurance coverage, limits and endorsements: ,.. ··- '·' UINIMUM UMrrs A Commercial General Liability $1,000,000 per occurrence (CSL) Premises Liability; Products and Completed Operations; Contractual Liability: Personal Bodijy Injury and Property Damage Injury and Advertising Liability; Abuse , Molestation, Sexual Actions . and Assault and Batterv B Commercial or Business Au1omoblle Liability $1,000,000 per occurrence (CSL) AD owned vehicles, hired or leased vehicles, non-owned, borrowed and permissive uses. Any Auto Personal Automobile Liability is acceptable for individual contractors with no Bodily Injury and Property Damage transportation or hauling related activities c Workers' Compensation (WC) and Employers Liabllity (EL) WC : Statutory Limits Required for all contractors with employees EL S1 ,000,000 per accident for bodily injury or disease 0 Professional Liability/Errors & Omissions $1,000,000 per occurrence Includes endorsements of contractual liability and defense and indemnification of the $2 ,000.000 projeci aggrega1e County E Endorsements and Conditions:

1. ADDITIONAL INSURED: All insurance required above with the exception of Professional Liability, Commercial or Business Au1omobile Liability, Workers' Compensation and Employers Liability, shall be endorsed to name as additional insured ~ County of Alameda. its Board of Supervisors. the incflVidual members thereof, and all County officers, agents, employees, volunteers, and representatives. The Additional Insured endorsement shall be at least as broad as ISO Fenn Number CG 20 38 04 13. 2. DURATION OF COVERAGE: All required insurance shall be maintained during the entire term of the Agreemen t. In addition. Insurance policies and coverage(s) written on a claims-made basis shall be maintained during the entire term of the Agreement and until 3 years following the later of termination of the Agreement and acceptance of all work provided under the Agreement, with the retroactive dale of said insurance (as may be applicable) concurrent \\ilh the commencement of activities pursuant to this Agreement 3. RE.OUCTION OR LIMIT OF OBLIGATION: All insurance policies, including excess and umbrella insurance policies, shall include an endorsement and be primary and non-contributory and will not seek contribution from any other insurance (or self-insurance) available to the County. The primary and non-contributory endorsement shall be at least as broad as ISO Form 20 01 04 13. Pursuant to the provisions of this Agreement insurance effected or procured by the Contractor shall not reduce or limit Contractor's ronlractual obligation to indemnify and defend the Indemnified Parties. 4. INSURER FINANCIAL RATING: Insurance shall be maintained through an insurer with a A.M. Best Rating of no less than A:VU or equivalenl shall be admitted 1o the Slate of California unless otherNise waived by Risk Managemenl and with deductible amounts acceptable lo the County. Acceptance of Contractor's insurance by County shall not relieve or decrease the liability of Contractor hereunder. Any deductible or self-insured retention amount or olher similar obligation under the policies shall be the sole responsibility of the Contractor. 5. SUBCONTRACTORS: Contractor shall include all subcontractors as an insured (covered party) under its policies or shall verify that the subcontractor, under its own policies and endorsements, has complied v.ith the insurance requirements in this Agreement. including this Exhibit The additional Insured endorsement shall be at least as broad as ISO Form Number CG 20 38 04 13. 6. JOINT VENTURES: If Contractor is an association . partnership or other joint business venture, required insurance shall be provided by one of lhe following methods: - Separate insurance policies issued for each individual entity, with each entity included as a "Named Insured' (covered party). or at minimum named as an "Additional Insured" on the other's policies. Co·1erage shall be at least as broad as in the ISO Forms named above. - Joint insurance program with the association, partnership or other joint business venture included as a ' Named Insured". 7. CANCELLATION OF INSURANCE: All insurance shall be required to provide thirty (30) days advance written notice to the County of cancellation.

8. CERTIFICATE OF INSURANCE: Before commencing operation s under th~s Agreement. Contractor shall provide Certificate(s) of Insurance and applicable insurance endorsements, in form and satisfactory to County, evidencing that all required insurance coverage is in effect_ The County reserves the rights to require the Contractor to provide complete, certified copies of all required insurance policies. The required certificate(s) and endorsements must be sent as set forth in the Notices provision.

Certificate C-2C wilh EO Page 1of 1 (Rev. 3/24115)

Page 41of51 Procurement Contract No. 14638

_...... -, ACORY CERTIFICATE OF LIABILITY INSURANCE n.tn:(Mwl>O.'l"h'V> ~ 10/27/2016 THIS CERTIFICATE IS ISSUED AS A. MATTER OF INFORMATION ONLY AND CO"FERS NO RfGHT$ UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AJil'ENO, EXTEND OR ALTER THE. COVERAGE AFFOROED BY THE POl-ICIES ea.ow. TH1S CERTIFICATE OF INSURANCE DOES NOT CONSTmJTE A CONTRACT BETWE£N THE iS$1JING INSURER(S), AUTHORIZED REf>RESENTA TlVE OR PRODUCER, ANO TJ.IE CERTIFJCA re KOLDER. IMPORTANT; lf Ute certmc..tc holder fs an ADDfTIOHAL INSUR~D. lfl policy(l&s) must bo endorsed. If SUBROGATION IS WAN.ED, subject to the terms: and eonditiC>M Of the policy, cort.arn policill'!I m3y roqurre ~n endo"'ement A mte!l'lent on this tortffi~te docs nnt confe:r rights to the eottilic:ate hol~ fn lieu of such endomemenl(.s • P'ROOIJCER NA~~F Jer~hn Le:wb Be:rnai:d H. Sull.ivan :xnau.rance Agency jt~"'.t..J

Ketchll!tl ---1-- COVERA.GES CER.TIFICA.TE NUMBER:CL161027()5027 REVISION NUMBER: tHIS 1$ TO· CERTI Y THAI Tt!E POt.!CIE'S OF lNSOR.ANCE LISTEO BELOW HAVE lilEEN ISSUED TO THF. INSURED NAMED AllOVE FOR niE POI ICY PERIOO INDICA ED NOnMTHSTA:NDING ANY REOOI EMEN'T, TERM OR CONDITION Of A.NY CONtll.ACT OR OTH R OOOJMENT Vl/ITH RE$Pt;:CT TO WHICH fHIS CERTIFICATE MAY SE 1ssu... o OR MAY PERTAIN. tHE INSURANCE AFFORDEt) BY HE r>0ue1ts DESCRIBED HEREIN ~s SUBJECT iO ,\ll THE lERMS, l'J !lY PAID CLAJMS. ':!~ --- fflEOF-;;;,VRllN« , •ooqs~:r ------;:;--C'Y llVlol!IEll • 'rig:'.Jh. ,. . 1.l!ollTS

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CERTIFICATE HOLDER CANCELL.A TIO JUli.e.RernAndez®ac51ov.org SHOUU> AffY OF THE ABOVE DESCRl8J:D POLIC1eS BE CANCEL.LED BErO!lt;' Alameda county 'Behavi or Ttll: EX.PfRA llO OAT TH~OI', l'IOTICE: WILL S~ OELIVEReD IN Health care Services ACCORDANCE WITH THE POLICY PROVISIDH!i- 1900 Elllbarca.dero cove, Ste 400 Oak.laud, CA 94 606

® 19m!-2014 ACORD CORPORATION . All rights reselW(I. ACORD 25 (20141011 The ACORD name and logo ate registered marks of ACORD I N'.$;02.!i t>r '"" 11

Page 42of51 Procurement Contract No. 14638

COMMENTS/REMARKS

Ber.avior Heal-.:h care Sex-vi ces County of Al.ameda, it.s Board of S~pe:i:v i &ors, the individual me!l\be:rs ttereof , and a:l county officers, age~te, e:nployees and representatives are additional insured.

OFREMA.'U< CQ1?¥RlGMT 2 000, AMS Slrn.VJ:CES IlfC.

Page 43of51 Procurement Contract No. 14638

OA'TE (llllJOOIYYYY) ACORCf CERTIFICATE OF LIABILITY INSURANCE ~ Ai:..dl: 2043:17.5 I l/23t20 16 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AHO CONFERS NO RJGHTS UPON lHE CERTTACATE HOLDER. lHIS CERTIFICATE DOES NOT AFARMATIVELY OR NEGATIVB.Y AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONlAACT BETWEEN 1'HE tSSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER IMPORTANT: H the ceriificate holde<- is an AOOITIONAL INSURED, the policy(iesl must be endor.>ed. H SUBROGATION IS WANED, subject to the terms and ccmditions of the policy, ~rUin policies m;iy r.quitt an endo~t. A statenwnt on this ~rtfficate does not confer rights to the cBtificate holder in lieu of such endorsement(s). COM.TA.CT ~. ROO IJCER NAME: 8S8-828-83e5 l.oddon Conipanies. LLC !'!: ~!- - - - ~ l f~ ... ~ 5847 San Fet pe, SoiING C OVEAAB E HAIC S

M:lllDQl C, :. lnde!!niy Insurance Co. of !"°"-iii A.'llEfica 43575 IN ~UAED ..-11./REJt B : lnsperity,. lne. 19001 Cttscent Springs Drive "'I UJlEJl ·C : Ki~TXT7339 *S BELOW ...a •nEJt •D: 9i l UREft 1 E ~ -•""Bl F: COVERAGES CERTIFICATE NUMBER- REVISION NUMBER- Tl-11$ IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED sa.ow HAVE BEEN ISSUED TO Tl-IE INSURED NMlCD ABOVE FOR THE POl.:ICY PERIOD l~'DICATED . NOWrlTHSTANDI G ANf R:EQVIREMENT. TERM OR CONDITIOflt OF ANY CONTRACT OR OTHER DOC MEl'O F..ENTEO ' - 0 cLA!tA~e D oc~ AAE: u...:;.;:: c: ~ ( E.5 o:a.rrence' $ - VE0£X.F f A ftV(r4~M ) 1 ' - FC:!t!!OJ.iA!'.. &. !'ID'\'.._. • RY ' G EN El<.'ILAGG~(.'A~ =rmRFEr;:~ N>a•PE R: ' 901..ICY J EGT tCG ~R.00\. .l CT.: • GOl1 P'C-P AGG ' OTHER: NO ~tNGt.:£ AUTOM081l£ UAB JUTY c.cu_g uwr- ' - E-a llli:(;l ;j:""tt°I ' &ODIL Y l tw~ IPer p~~ ) - M~AUTO H..~Q WNEO - ~ et-r=~ c·o :iO"D ILY 1 1\J~ fP er .J:tCk:i~ : ' AUTOS. >--- Al.J'?'~3 - MOt~N.E .0- ~RO PE R.TY D..'\ M ~GE" ' ,__ toi;IR E~AJJ"'!' ~ AUT03 "Pfl'acz:fdef'::1 ' - ' .__ :S.RELLAUA.8 H OCC--"' EA.C.H OGCU~NCE ' EXCEil l.IAB C..,.-.J M~~.tAD E AGG~GATE oo I I ...._nNn o-'I• ' WORKERI CO MP£MIATION x l ;,.~nJT'E. I I eon+-. .. ' ANO EMPLOYEM ~ UABH.n'Y Y IH A.W PffOFfi!E toR!PARTHER'D£¢Ulf.,IE £ .L . e .~H ACCIDE."'iT J 1..CC :J , l~ A omce.&EMBE'l IEXCUJCED! H J A C41;>18SnB 1Q' .'2016 1U' .@17 l.!Ol,ODl (ll•r.: datory rn :NH) D E..L Dlz::A..?E .a .SA. e•.sco.OYEE a I If,"B, at-::cnoe -l.A'IG'ef OE~CR I FTJON ~ OFE1'ATl0._,3 b e i:Jll> E.L Dl~E - -POL ~Y t..lMrT l 1-tDl,DXJ

DE1 CRPTION OF OP£RATIONI .• LOCAnottl l \'EHICLE.S lACOftO 1D1,lr..C:ojrbonal ft~~ 10:0.a.u ,. m•Y t-1' r.biat"___.d 1: mor. spaw- ~ NCllln-G) YEU.O'Nn-..i l NO"RTHAMERICA ih>C: . f)4le:T.l J ~ " C.LUW~ ~I\ '-!.-.MEO ih l~E'O,..ltO'""°'GH ENC-Ot;.~:MDI . Ye!ctA.. E

CERTIFJCATE H OLDER CANCELLATION

IHOU CJ- ~!« OF E ABOVE DE IC,US ED POUC: El .BE CASCELLEO BEFORE THE EXJl'IRATtDN OAlE TMEREO;f, NOTICE WlL n OEUV£RED ACCORl>lt.NC E 'WJTH THE P OLICY ftlO\llllONS.

ALAMEOA COU i'ITY BEHAVIORAL HEALTH CARE SERI/ICES AU OJUZED REPREl.ESTAT'N.E JUUE HERNANDEZ 20IMJ EMaARCADERO COVE. SUITE 400 OAIQANO~ CA !US06 ~-~~

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P5age 44 of 1 Procurement Contract No. 14638

EXHIBITD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION (Applicable to all agreements funded in part or whole with federal funds and contracts over $25,000).

The contractor, under penalty of perjury, certifies that, except as noted below, contractor, its principals, and any named and unnamed subcontractor:

• Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; • Has not been suspended, debarred, voluntarily excluded or determined ineligible by any federal agency within the past three years; • Does not have a proposed debarment pending; and • Has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three years.

If there are any exceptions to this certification, insert the exceptions in the following space.

Exceptions will not necessarily result in denial of award, but will be considered in determining contractor responsibility. For any exception noted above, indicate below to whom it applies, initiating agency, and dates of action.

Notes: Providing false information may result in criminal prosecution or administrative sanctions. The above certification is part of the Standard Services Agreement. Signing this Standard Services Agreement on the signature portion thereof shall also constitute signature of this Certification.

CONTRACTOR: _Y~~!ii\'~o;;._,;cw..:....::fi=m;;:...;B==-IN:....:..=o=-=rth=-=-Am=e=r=ic=a,i....::I=n=c .,_____ DUNS: ___ _

.#,/ PRINCIPAL: ____ TITLE: /)//r{trt11'... ~ft~;t;t IJ , ,, ·'Ii SIGNATURE: /;(,(_ . DATE: hi ( !' v~,~- ~~------

Page 45 of51 Procurement Contract No. 14638

EXHIBITE HIPAA BUSINESS ASSOCIATE AGREEMENT

This Exhibit, the HIP AA Business Associate Agreement ("Exhibit") supplements and is made a part of the underlying agreement ("Agreement") by and between the County of Alameda, ("County" or "Covered Entity") and Yellowfinbi North America, ("Contractor" or "Business Associate") to which this Exhibit is attached. This Exhibit is effective as of the effective date of the Agreement.

I. RECITALS Covered Entity wishes to disclose certain information to Business Associate pursuant to the terms of the Agreement, some of which may constitute Protected Health Information ("PHI");

Covered Entity and Business Associate intend to protect the privacy and provide for the security of PHI disclosed to Business Associate pursuant to the Agreement in compliance with the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 ("HIP AA"), the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005 (the "HITECH Act"), the regulations promulgated thereunder by the U.S. Department of Health and Human Services (the "HIP AA Regulations"), and other applicable laws; and

The Privacy Rule and the Security Rule in the HIP AA Regulations require Covered Entity to enter into a contract, containing specific requirements, with Business Associate prior to the disclosure of PHI, ~s set forth in, but not limited to, Title 45, sections 164.314(a), 164.502(e), and 164.504( e) of the Code of Federal Regulations ("C.F.R.") and as contained in this Agreement.

II. STANDARD DEFINITIONS

Capitalized terms used, but not otherwise defined, in this Exhibit shall have the same meaning as those terms are defined in the HIP AA Regulations. In the event of an inconsistency between the provisions of this Exhibit and the mandatory provisions of the HIP AA Regulations, as amended, the HIP AA Regulations shall control. Where provisions of this Exhibit are different than those mandated in the HIPAA Regulations, but are nonetheless permitted by the HIPAA Regulations, the provisions of this Exhibit shall control. All regulatory references in this Exhibit are to HIP AA Regulations unless otherwise specified.

The following terms used in this Exhibit shall have the same meaning as those terms in the HIP AA Regulations: Data Aggregation, Designated Record Set, Disclosure, Electronic Health Record, Health Care Operations, Health Plan, Individual, Limited Data Set, Marketing, Minimum Necessary, Minimum Necessary Rule, Protected Health Information, and Security Incident.

The following term used in this Exhibit shall have the same meaning as that term in the HITECH Act: Unsecured PHI.

III. SPECIFIC DEFINITIONS

Agreement. "Agreement" shall mean the underlying agreement between County and Contractor, to which this Exhibit, the HIP AA Business Associate Agreement, is attached.

Business Associate. "Business Associate" shall generally have the same meaning as the term "business associate" at 45 C.F.R. section 160.103, the HIPAA Regulations, and the HITECH Act, and in reference to a party to this Exhibit shall mean the Contractor identified above. "Business Associate" shall also mean any subcontractor that creates, receives, maintains, or transmits PHI in performing a function, activity, or service delegated by Contractor.

Page 46 of 51 Procurement Contract No. 14638

Contractual Breach. "Contractual Breach" shall mean a violation of the contractual obligations set forth in this Exhibit.

· Covered Entity. "Covered Entity" shall generally have the same meaning as the term "covered entity" at 45 C.F.R. section 160.103, and in reference to the party to this Exhibit, shall mean any part of County subject to the HIP AA Regulations.

Electronic Protected Health Information. "Electronic Protected Health Information" or "Electronic PHI" means Protected Health Information that is maintained in or transmitted by electronic media.

Exhibit. "Exhibit" shall mean this HIP AA Business Associate Agreement.

HIP AA. "HIPAA " shall mean the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191.

HIP AA Breach. "HIP AA Breach" shall mean a breach of Protected Health Information as defined in 45 C.F.R. 164.402, and includes the unauthorized acquisition, access, use, or Disclosure of Protected Health Information which compromises the security or privacy of such information.

HIP AA Regulations. "HIP AA Regulations" shall mean the regulations promulgated under HIP AA by the U.S. Department of Health and Human Services, including those set forth at 45 C.F.R. Parts 160 and 164, Subparts A, C, and E.

HITECH Act. "HITECH Act" shall mean the Health Information Technology for Economic and Clinical Health Act, Public Law 111-005 (the "HITECH Act").

Privacy Rule and Privacy Regulations. "Privacy Rule" and "Privacy Regulations" shall mean the standards for privacy of individually identifiable health information set forth in the HIP AA Regulations at 45 C.F.R. Part 160 and Part 164, Subparts A and E.

Secretary. "Secretary" shall mean the Secretary of the United States Department of Health and Human Services ("DHHS") or his or her designee.

Security Rule and Security Regulations. "Security Rule" and "Security Regulations" shall mean the standards for security of Electronic PHI set forth in the HIPAA Regulations at 45 C.F.R. Parts 160 and 164, Subparts A and C.

IV. PERMITTED USES AND DISCLOSURES OF PHI BY BUSINESS ASSOCIATE

Business Associate may only use or disclose PHI:

A. As necessary to perform functions, activities, or services for, or on behalf of, Covered Entity as specified in the Agreement, provided that such use or Disclosure would not violate the Privacy Rule if done by Covered Entity;

B. As required by law; and

C. For the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate, provided the disclosures are required by law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and used or further disclosed only as required by law or for the purposes for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached. Page 47 of 51 Procurement Contract No. 14638

V. PROTECTION OF PHI BY BUSINESS ASSOCIATE

A. Scope ofExhibit. Business Associate acknowledges and agrees that all PHI that is created or received by Covered Entity and disclosed or made available in any form, including paper record, oral communication, audio recording and electronic display, by Covered Entity or its operating units to Business Associate, or is created or received by Business Associate on Covered Entity's behalf, shall be subject to this Exhibit.

B. PHI Disclosure Limits. Business Associate agrees to not use or further disclose PHI other than as permitted or required by the HIPAA Regulations, this Exhibit, or as required by law. Business Associate may not use or disclose PHI in a manner that would violate the HIP AA Regulations if done by Covered Entity.

C. Minimum Necessary Rule. When the HIPAA Privacy Rule requires application of the Minimum Necessary Rule, Business Associate agrees to use, disclose, or request only the Limited Data Set, or if that is inadequate, the minimum PHI necessary to accomplish the intended purpose of that use, Disclosure, or request. Business Associate agrees to make uses, Disclosures, and requests for PHI consistent with any of Covered Entity's existing Minimum Necessary policies and procedures.

D. HIP AA Security Rule. Business Associate agrees to use appropriate administrative, physical and technical safeguards, and comply with the Security Rule and HIP AA Security Regulations with respect to Electronic PHI, to prevent the use or Disclosure of the PHI other than as provided for by this Exhibit.

E. Mitigation. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or Disclosure of PHI by Business Associate in violation of the requirements of this Exhibit. Mitigation includes, but is not I imited to, the taking of reasonable steps to ensure that the actions or omissions of employees or agents of Business Associate do not cause Business Associate to commit a Contractual Breach.

F. Notification ofBreach. During the term of the Agreement, Business Associate shall notify Covered Entity in writing within twenty-four (24) hours of any suspected or actual breach of security, intrusion, HIPAA Breach, and/or any actual or suspected use or Disclosure of data in violation of any applicable federal or state laws or regulations. This duty includes the reporting of any Security Incident, of which it becomes aware, affecting the Electronic PHI. Business Associate shall take (i) prompt corrective action to cure any such deficiencies and (ii) any action pertaining to such unauthorized use or Disclosure required by applicable federal and/or state laws and regulations. Business Associate shall investigate such breach of security, intrusion, and/or HIPAA Breach, and provide a written report of the investigation to Covered Entity's HIPAA Privacy Officer or other designee that is in compliance with 45 C.F .R. section 164.410 and that includes the identification of each individual whose PHI has been breached. The report shall be delivered within fifteen ( 15) working days of the discovery of the breach or unauthorized use or Disclosure. Business Associate shall be responsible for any obligations under the HIP AA Regulations to notify individuals of such breach, unless Covered Entity agrees otherwise.

G. Agents and Subcontractors. Business Associate agrees to ensure that any agent, including a subcontractor, to whom it provides PHI received from, or created or received by Business Associate on behalf of Covered Entity, agrees to the same restrictions, conditions, and requirements that apply through this Exhibit to Business Associate with respect to such information. Business Associate shall obtain written contracts agreeing to such terms from all agents and subcontractors. Any subcontractor who contracts for another company's services with regards to the PHI shall likewise

Page 48 of 51 Procurement Contract No. 14638

obtain written contracts agreeing to such terms. Neither Business Associate nor any of its subcontractors may subcontract with respect to this Exhibit without the advanced written consent of Covered Entity.

H. Review ofRecords. Business Associate agrees to make internal practices, books, and records relating to the use and Disclosure of PHI received from, or created or received by Business Associate on behalf of Covered Entity available to Covered Entity, or at the request of Covered Entity to the Secretary, in a time and manner designated by Covered Entity or the Secretary, for purposes of the Secretary determining Covered Entity's compliance with the HIPAA Regulations. Business Associate agrees to make copies of its HIP AA training records and HIP AA business associate agreements with agents and subcontractors available to Covered Entity at the request of Covered Entity.

I. Performing Covered Entity 's HIPAA Obligations. To the extent Business Associate is required to carry out one or more of Covered Entity's obligations under the HIP AA Regulations, Business Associate must comply with the requirements of the HIPAA Regulations that apply to Covered Entity in the performance of such obligations.

J. Restricted Use ofPHI for Marketing Purposes. Business Associate shall not use or disclose PHI for fundraising or Marketing purposes unless Business Associate obtains an Individual's authorization. Business Associate agrees to comply with all rules governing Marketing communications as set forth in HIPAA Regulations and the HITECH Act, including, but not limited to, 45 C.F.R. section 164.508 and 42 U.S.C. section 17936.

K. Restricted Sale ofPHI Business Associate shall not directly or indirectly receive remuneration in exchange for PHI, except with the prior written consent of Covered Entity and as permitted by the HITECH Act, 42 U.S.C. section l 7935(d)(2); however, this prohibition shall not affect payment by Covered Entity to Business Associate for services provided pursuant to the Agreement.

L. De-Identification ofPHI Unless otherwise agreed to in writing by both parties, Business . Associate and its agents shall not have the right to de-identify the PHI. Any such de­ identification shall be in compliance with 45 C.F.R. sections 164.502(d) and 164.514(a) and (b).

M. Material Contractual Breach. Business Associate understands and agrees that, in accordance with the HITECH Act and the HIP AA Regulations, it will be held to the same standards as Covered Entity to rectify a pattern of activity or practice that constitutes a material Contractual Breach or violation of the HIPAA Regulations. Business Associate further understands and agrees that: (i) it will also be subject to the same penalties as a Covered Entity for any violation of the HIPAA Regulations, and (ii) it will be subject to periodic audits by the Secretary.

VI. INDIVIDUAL CONTROL OVER PHI

A. Individual Access to PHI Business Associate agrees to make available PHI in a Designated Record Set to an Individual or Individual's designee, as necessary to satisfy Covered Entity's obligations under 45 C.F.R. section 164.524. Business Associate shall do so solely by way of coordination with Covered Entity, and in the time and manner designated by Covered Entity.

B. Accounting ofDisclosures . Business Associate agrees to maintain and make available the information required to provide an accounting of Disclosures to an Individual as necessary to satisfy Covered Entity's obligations under 45 C.F.R. section 164.528. Business Associate shall do so solely by way of coordination with Covered Entity, and in the time and manner designated by Covered Page 49 of 51 Procurement Contract No. 14638

Entity.

C. Amendment to PHI. Business Associate agrees to make any amendment(s) to PHI in a Designated Record Set as directed or agreed to by Covered Entity pursuant to 45 C.F.R. section 164.526, or take other measures as necessary to satisfy Covered Entity's obligations under 45 C.F.R. section 164.526. Business Associate shall do so solely by way of coordination with Covered Entity, and in the time and manner designated by Covered Entity.

VII. TERMINATION

A. Termination for Cause. A Contractual Breach by Business Associate of any provision of this Exhibit, as determined by Covered Entity in its sole discretion, shall constitute a material Contractual Breach of the Agreement and shall provide grounds for immediate termination of the Agreement, any provision in the Agreement to the contrary notwithstanding. Contracts between Business Associates and subcontractors are subject to the same requirement for Termination for Cause.

B. Termination due to Criminal Proceedings or Statutory Violations. Covered Entity may terminate the Agreement, effective immediately, if (i) Business Associate is named as a defendant in a criminal proceeding for a violation of HIP AA, the HITECH Act, the HIP AA Regulations or other security or privacy laws or (ii) a finding or stipulation that Business Associate has violated any standard or requirement ofHIPAA, the HITECH Act, the HIPAA Regulations or other security or privacy laws is made in any administrative or civil proceeding in which Business Associate has been joined.

C. Return or Destruction ofPHI In the event of termination for any reason, or upon the expiration of the Agreement, Business Associate shall return or, if agreed upon by Covered Entity, destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. Business Associate shall retain no copies of the PHI. This provision shall apply to PHI that is in the possession of subcontractors or agents of Business Associate.

If Business Associate determines that returning or destroying the PHI is infeasible under this section, Business Associate shall notify Covered Entity of the conditions making return or destruction infeasible. Upon mutual agreement of the parties that return or destruction of PHI is infeasible, Business Associate shall extend the protections of this Exhibit to such PHI and limit further uses and Disclosures to those purposes that make the return or destruction of the information infeasible.

VIII. MISCELLANEOUS

A. Disclaimer. Covered Entity makes no warranty or representation that compliance by Business Associate with this Exhibit, HIPAA, the HIPAA Regulations, or the HITECH Act will be adequate or satisfactory for Business Associate's own purposes or that any information in Business Associate's possession or control, or transmitted or received by Business Associate is or will be secure from unauthorized use or Disclosure. Business Associate is solely responsible for all decisions made by Business Associate regarding the safeguarding of PHI.

B. Regulatory Ref erences. A reference in this Exhibit to a section in HIPAA , the HIP AA Regulations, or the HITECH Act means the section as in effect or as amended, and for which compliance is required.

Page 50 of 51 Procurement Contract No. 14638

C. Amendments. The parties agree to take such action as is necessary to amend this Exhibit from time to time as is necessary for Covered Entity to comply with the requirements ofHIPAA, the HIP AA Regulations, and the HITECH Act.

D. Survival. The respective rights and obiigations of Business Associate with respect to PHI in the event of termination, cancellation or expiration of this Exhibit shall survive said termination, cancellation or expiration, and shall continue to bind Business Associate, its agents, employees, contractors and successors.

E. No Third Party Beneficiaries. Except as expressly provided herein or expressly stated in the HIP AA Regulations, the parties to this Exhibit do not intend to create any rights in any third parties.

F. Governing Law. The provisions of this Exhibit are intended to establish the minimum requirements regarding Business Associate's use and Disclosure of PHI under HTPAA, the HIP AA Regulations and the HITECH Act. The use and Disclosure of individually identified health information is also covered by applicable California Jaw, including but not limited to the Confidentiality of Medical Information Act (California Civil Code section 56 et seq.). To the extent that California law is more stringent with respect to the protection of such information, applicable California law shall govern Business Associate' s use and Disclosure of confidential information related to the performance of this Exhibit.

G. Interpretation. Any ambiguity in this Exhibit shall be resolved in favor of a meaning that permits Covered Entity to comply with HIPAA, the HIPAA Regulations, the HITECH Act, and in favor of the protection of PHI.

This EXHIBIT, the HIPAA Business Associate Agreement is hereby executed and agreed to by CONTRACTOR:

Inc.

By (Signature): ______,,,...._~__,______PrintName: ,fl7"1{; ~/£_/

Title: I I,( ( (Tl) I{ . /l t: ( Jf. / r i / It is the Contractor's responsibility to ensure that they and their subcontractors are registered and trained as required to utilize the Alameda County Contract Compliance System. Training sessions are approximately one hour and will be held periodically in a number of locations throughout Alameda County.

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