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Agenda 07/14/2020 Item #16F 7 (Agreement with Cision USA, Inc.)07/14/2020 EXECUTIVE SUMMARY Recommendation to approve the agreement with Cision USA, Inc., to provide Media Monitoring Services to the Tourism Division for FY20-FY 23 in the total amount of $41,925 and make a finding that this action promotes tourism. OBJECTIVE: To recommend approval of an agreement with Cision for Media Monitoring Services on behalf of the Tourism Division. CONSIDERATIONS: Media Monitoring is a highly specialized service that is only provided by a handful of companies nationwide. This is a very important tool for the Tourism Division Public Relations staff to analyze the output of print, online, broadcast and social media editorial coverage of tourism activities in our community. The monitoring service entails evaluating, reporting and republishing, with permission, the analytics of our promotional efforts world-wide. Cision was approved as a Sole Source for providing these services to the Tourism Division by County Procurement on February 7, 2020. Cision has agreed to hold their annual price for three years at $13,975 per year. We have used Cision since they were selected in 2016 a publicly solicited ITB process # 16 - 6566 and were awarded to provide those services for multiple years. Tourism staff has been very pleased with the services provided by Cision/Vocus and wishes to continue this service with Cision USA, Inc for the next three years. FISCAL IMPACT: The four quarterly installment payments of $3,493.75, for a total annual amount of $13,975 and a three-year total of $41,925. This annual amount is covered in the Tourism Divisions’ Board approved FY 20 budget in Fund 184, Contracted Services, and the Tourism Division will request the same amount in the next three budget cycles. GROWTH MANAGEMENT IMPACT: There is no impact to the Growth Management plan from this action. ADVISORY BOARD RECOMMENDATION: The Tourist Development Council recommended approval of this item 8-0 at the June 22, 2020 meeting. LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires majority vote for approval. - CMG RECOMMENDATION: To approve the agreement with Cision USA, Inc.to provide Media Monitoring Services for FY 20-FY 23 and make a finding that this action promotes tourism. Prepared by: Jack Wert, Tourism Director ATTACHMENT(S) 1. [LinkedX] 20-033-NSCision_Contract_FullyExecuted_Final_version._20200616193220.480_X (PDF) 2. FY20 Waiver Request 064 - Cision Media (Amended) (PDF) 16.F.7 Packet Pg. 2734 07/14/2020 COLLIER COUNTY Board of County Commissioners Item Number: 16.F.7 Doc ID: 12763 Item Summary: Recommendation to approve the agreement with Cision USA, Inc., to provide Media Monitoring Services to the Tourism Division for FY20-FY 23 in the total amount of $41,925 and make a finding that this action promotes tourism. Meeting Date: 07/14/2020 Prepared by: Title: Tourist Development Tax Coordinator – Tourism Name: Kelly Green 06/25/2020 12:30 PM Submitted by: Title: Division Director – Tourism Name: Jack Wert 06/25/2020 12:30 PM Approved By: Review: Tourism Kelly Green Stage 1 Review Completed 06/25/2020 12:30 PM Public Services Department Jennifer Reynolds Stage 1 Review Completed 06/25/2020 4:46 PM Tourism Jack Wert Director Review Completed 06/25/2020 5:28 PM Corporate Business Operations Sean Callahan Executive Director- Corp Business Ops Completed 06/29/2020 5:11 PM County Attorney's Office Colleen Greene Level 2 Attorney Review Completed 06/30/2020 11:11 AM Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review Completed 06/30/2020 11:16 AM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 06/30/2020 2:03 PM Budget and Management Office Ed Finn Additional Reviewer Completed 06/30/2020 2:45 PM County Manager's Office Leo E. Ochs Level 4 County Manager Review Completed 07/07/2020 12:03 PM Board of County Commissioners MaryJo Brock Meeting Pending 07/14/2020 9:00 AM 16.F.7 Packet Pg. 2735 DocuSign Envelope ID: F08008E6-MC240A5-133C0-A1F5777C8295 S 10 N 8 2/25/2020 Q-361660 88025 Jack Wert Collier County Board of County Commissioners 3299 Tamiami Tr. East, Ste 700 NAPLES FL, 34112 USA Dear Jack, Cision US Inc. 1 Prudential Plaza, 7th Floor 130 E Randolph Street Chicago, IL60601 Tel: 312.922.2400 Fax: 240.559.0892 Thank you for using our services. We value your business and hope to serve you for many years to come. Your subscription is due for renewal. To ensure timely processing of your renewal please note the following requirements: You must electronically sign this agreement before your quote expired. If you are paying by invoice and require a purchase order number on your invoice, your P.O. number must be provided. Failure to provide such information acknowledges that no P.O. number is required. Please review our P.O. statement for full details. If you have any questions please call me at 301-479-3769 or send an email to daniel.feldman@cision.com. Again, thank you for your business and we look forward to continuing to work with you. Sincerely, Daniel Feldman 301-479-3769 daniel.feldman@cision.com Page 1 of 30 0 DocuSign Envelope ID: F08008E6-A6C2-40A5-I33C0-A1 F5777C8295 Order Form Collier County Agreement #20-033-NS Reference No: Q-361660 Salesperson: Daniel Feldman, daniel.feldman@cision.com Created: February 25, 2020 Quote Expiration: April 23, 2020 This Order Form ("Order Form") is entered into and effective as of the date of the Client's signature below, between Cision US Inc. with its principal place of business at 130 E. Randolph Street,7th Floor, Chicago, IL 60601 ("Company') and Collier County Board of County Commissioners with its principal place of business at 3299 Tamiami Tr. East, Ste 700, Naples, FL 34112 USA ("Client"). This Order Form is governed by the Master Services, Master Subscription or Subscription Agreement by and between Company and Client (the "MSA") (collectively, the Order Form and MSA shall form the "Agreement'). Capitalized terms used in this Order Form shall have the meaning assigned to them in the MSA, unless otherwise defined herein. In the event of any conflict or discrepancy between the MSA and this Order Form, the Order Form shall control. Shipping Information SHIPPING INFORMATION ON . SHIPPING INFORMATION Client: Collier County Board of County Commissioners Shipping Address: 3299 Tamiami Tr. East, Ste 700 NAPLES FL, Shipping Street Address: 34112 USA City: State: Zip: Country: Name: Jack Wert First Name. - Last Name: Phone: 239-403-2384 Phone: E-mail: jack.wert@colliercountyfl.gov E-mail: Billing Information BILLING INFORMATION ON FILE Client: Collier County Board of County Commissioners INDICATE CHANGES TO BILLING INFORMATION This is a residential address. Billing Address: 3299 Tamiami Tr. East, Ste 700, Naples, FL 34112 USA Billing Street Address: City: State: Zip: Country: Invoice Contact Name: Jack Wert Invoice Contact Name: Invoice Contact Phone: 239-403-2384 Invoice Contact Phone: Invoice Contact E-mail: jack.wert@colIiercountyfl.gov Invoice Contact E-mail: Page 2 of 30 a DocuSign Envelope ID: F08008E6-A6C2-40A5-B3C0-A1F5777C8295 ! 1 Ordered Social Media Monitoring: Up to 120,000 results per year 4/1/2020 - 3/31/2023 1 Analytics: Automatic Toning 4/1/2020 - 3/31/2023 1 News OnDemand: Online, AP & LexisNexis Print Monitoring North America 4/1/2020 - 3/31/2023 1 News OnDemand Royalty Fee 4/1/2020 - 3/31/2023 1 News OnDemand: Upgrade to International monitoring 4/1/2020 - 3/31/2023 1 News OnDemand: Streams 4/1/2020 - 3/31/2023 1 Cision Comms Cloud - North America Influencer Database 4/1/2020 - 3/31/2023 1 Influencer Module 4/1/2020 - 3/31/2023 1 Email Campaigns 4/1/2020 - 3/31/2023 1 HARO within Cision Communication Cloud 4/1/2020 - 3/31/2023 1 Additional Concurrent User(s) 4/1/2020 - 3/31/2023 1 International Media Data 4/1/2020 - 3/31/2023 1 Broadcast Monitoring: US 4/1/2020 - 3/31/2023 3 3 Pack Web Influence Releases 4/1/2020 - 3/31/2023 Total $41, 925.00 * Note: The Prices above do not include taxes and travel expenses. Taxes are charged based on the state listed in the Shipping Information section above. Invoices will reflect any such taxes collected or any pre -approved travel expense amounts. Tax exemption: Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its Contractors under Chapter 212, Florida Statutes, Certificate of Exemption #85-8015966531C-1. Travel Expenses: Travel expenses shall be reimbursed as per Section 112.061, Fla. Stat. and must be pre - approved in writing by the County. Page 3 of 30 DocuSign Envelope ID: F08008E6-A6C2-40A5-B3C0-A1F5777C8295 Payment Information Total Agreement Amount: $41,925.00 Payment Plan: Custom This payment plan consists of twelve equal installments in the amount of $3,493.75 to be generated on 411120, 711120, 1011120, 111121, 411121, 711121, 1011121, 111122, 411122, 711122, 1011122 & 111123. Each installment is due Net 30 from generation date. Payment Type: Invoice Payment Terms: Payments are due upon receipt of a proper invoice and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act." Any late interest fees shall be pursuant to Section 218.74, Fla. Stat. Invoices shall be delivered via email to the "Invoice Contact E-mail' in the billing Information section above. Client Information Are you Tax Exempt? If yes, please check here X If your organization is tax exempt, we require a valid tax exemption certificate from your state. Please email a copy of your certificate to your sales representative. We will not be able to process your order until this certificate has been received. Are you a government entity? If so, which level: If your organization requires a P.O. number on invoices issued by Company, please provide the P.O. number below. Failure to provide such information acknowledges that no P.O. number is required and all invoices will be paid in accordance with the Agreement. P.O. Number System Manager Please provide contact information for the person who will manage your system. Name: Jack Wert, Tourism Director Email Address: jack.wert@colliercountyfl.gov Page 4 of 30 CAQ DocuSign Envelope ID: F08008E6-A6C2-40A5-B3C0-A1F5777C8295 Product Overview The following products are included in this Order Form: Social Media Monitoring: Up to 120,000 results per year Monitor millions of blogs, social media sites and Twitter. Limit of up to 120,000 Twitter hits per year. Analytics: Automatic Toning Automated toning of articles on a three point scale News OnDemand: Online, AP & LexisNexis Print Monitoring North America Coverage of nearly 10,000 North American print sources of newspapers, magazines, trade/business journals and newsletters from the LexisNexis library as well as tens of thousands of North American news websites and the Associated Press. For agencies this package includes up to 5 clients. News OnDemand Royalty Fee Royalty fees for online content. News OnDemand: Upgrade to International monitoring Upgrade your News OnDemand package to international content. News OnDemand: Streams An easy -to -use dashboard that enables you to quickly monitor and share news, and directly engage with influencers. Cision Comms Cloud - North America Influencer Database Access to our North American media contacts, outlets and editorial opportunities for one user. Provides premium pitching tips including preferred contact methods, topics of interest, biographical information and personal pet peeves. Influencer Module Access to blogs, bloggers and Influencer Search functionality Email Campaigns Additional email tracking functionality including reader interaction statistics and automated activity tracking. HARO within Cision Communication Cloud Access to real-time media opportunities, straight from journalists, on a deadline needing a source. Additional Concurrent User(s) Concurrent user license allows one user to access the software per license. International Media Data Access to international media contacts and outlets in nearly 200 countries and territories outside of North America. Broadcast Monitoring: US Monitor the closed -caption text from all national and cable news television programs as well as local coverage in all 210 US markets. Includes Radio monitoring. Receive video snippets of your coverage with tools to easily edit, share and archive coverage. 3 Pack Web Influence Releases Flat Rate Package of 3 Web Influence releases which expires at the end of the contract period. Includes two Cision Journalist Lists and Priority Distribution. {Signature page follows} Page 5 of 30 1080 AO DocuSign Envelope ID: F08008E6-A6C2-40A5-B3C0-A1F5777C8295 Signed by each Party's authorized representative. BOARD OF COUNTY COMMISSIONERS CO-@@LINT-Y, FLORIDA By: H 4/3/2020 a Procurement Services Division Director Contractor hAUYt AA, UWWAG 4/3/2020 By: a me Director Approved as to Form and Legality: Colleen M. Greene y Assistant County Attorney Page 6 of 30 0 DocuSign Envelope ID: F08008E6-A6C2-40A5-B3C0-A1 F5777C8295 ADDENDUM TO MASTER SERVICES AGREEMENT Client has previously entered into a Master Services Agreement, Master Subscription Agreement or Subscription Agreement (the "MSA") and Order Form(s) pursuant to which Cision US Inc. ("Company") provides certain Services (Client may be referred to as "Customer' in the MSA). The below terms are incorporated into the MSA as if specifically set forth therein in relation to the provision of certain Services by Company or its Affiliates. Except as specifically provided herein, all other terms and conditions contained in the MSA shall remain in full force and effect. Any capitalized term used in this Addendum and not defined herein shall have the meaning set forth in the MSA. 1. YouTube Data. Certain Database Data and Materials may be provided by YouTube ("YouTube Data'), and by using such YouTube Data, Client agrees to be bound by the YouTube Terms of Service located at https://www.youtube.com/t/terms or such other terms that Client has entered into with YouTube directly ("YouTube TOS"). Company may immediately terminate Client's access to and continued retention of YouTube Data if Company or YouTube reasonably believes that Client is not in compliance with the YouTube TOS. 2. Social Media Monitoring. Company may provide social media monitoring services within the Services. Social media monitoring charges consist of a fixed fee based on the number of media categories that Company tracks and Client's article volume. This fee is tiered based on the Parties' agreed estimate of Client's usage. Company reserves the right to conduct periodic actual usage audits to determine Client's actual volume. If Client's audited volume exceeds the tier applicable to its usage, Company will invoice Client for the overage amounts and/or Company will cease providing content above such volume. Company may need administrative access to Client's social media platform(s) in order to provide social media monitoring services. Certain content may be provided by YouTube ("YouTube Data"), and by using such YouTube Data, Client agrees to be bound by the YouTube Terms of Service located at https:// www.youtube.com/t/terms or such other terms that Client has entered into with YouTube directly ("YouTube TOS"). Company may immediately terminate Client's access to and continued retention of YouTube Data if Company or YouTube reasonably believes that Client is not in compliance with the YouTube TOS. 3. Influencer Data. Client acknowledges that it may receive influencer contact details and other personal information from Cision as part of Company Data, and that it may use those details to contact influencers. To ensure that appropriate privacy information is made available to influencers, Client will identify Cision as a source of personal data in Client's publicly facing privacy policy and will provide a link to Cision's privacy policy at www.cision.com/us/legal/privacy-policy/. Such notice will take substantially the following form: "[Client] obtains contact details and other personal information regarding media contacts and influencers from a variety of sources including Cision. If you wish to know more about how such information is collected and used, please refer to Cision's privacy notice at www.cision.com/us/legal/privacy-policy/. 4. Blind Data. Company may collect, develop, create, extract, compile, synthesize, analyze and commercialize statistics, benchmarks, measures and other information based on Aggregated Data (collectively, "Blind Data"). Blind Data will be owned solely by Company and may be used for any lawful business purpose. "Aggregated Data" means Client Data that is: (i) anonymized and not identifiable to any person or entity; (ii) combined with the data of other clients or additional data sources; and (iii) presented in a way which does not reveal Client's identity. 5. Cision Impact. Client may purchase Cision Impact Reports, which Company may provide either as a managed service or via the Platform. Cision Impact Reports measure the reach and impact of earned media, press releases, and other corporate communications, as directed by the Client and set forth in an Order Form. a. For the "Earned" variant of Cision Impact, Company will track an agreed upon number of URLs to be sourced via the Monitoring Service. Fees for the Earned variant of Cision Impact are calculated on the basis of a fixed rate and the number of URLs that Company tracks, as set forth in an Order Form. This fee is based on the Parties' agreed estimate of Client's usage. Company may conduct periodic actual usage audits to determine Client's actual volume. If Client's audited volume exceeds the tier applicable to its usage, Company will cease providing Content above such volume, and will endeavor to provide the most relevant Content within the contracted volume band. Any URLs or search terms provided by Client to enable Earned Impact are considered "Client Data". b. For the "Placed" variant of Cision Impact, Company will track Client's press releases distributed via the Distribution Services. Fees for the Placed variant of Cision Impact services are calculated on the basis of a fixed rate and the number of Releases authored by Client and distributed via the Distribution Services. This fee is based on the Parties' agreed estimate of Client's usage. Company may conduct periodic actual usage audits to determine Client's actual volume. If Client's audited volume exceeds or is anticipated to exceed the tier applicable to its usage, Company will cease providing Content above such volume, and will endeavor to provide the most relevant Content within the contracted volume band unless the Parties agree to increase the Client's applicable volume band. c. In addition to the Earned and Placed variants of Cision Impact, Client may also order "Conversion" events, which are website metrics that enhance the results of either Earned or Placed Impact. To enable Client website(s) conversion events and visitation metrics in Cision Impact, Company may provide to Client JavaScript code, object code, or other code to implement within Client's website properties ("Distributed Code"). Company grants Client, during the Service Term, a non -transferable, non-exclusive license to install, implement, and use the Distributed Code on Client sites. Client retains complete control over the installation and configuration of Distributed Code on each Client site and therefore Client, and not Company, is responsible for any and all loss or damages related to or resulting from the installation, implementation, or use of the Distributed Code. Following the termination or Page 7 of 30 DocuSign Envelope ID: F08008E6-A6C2-40A5-B3C0-A1F5777C8295 expiration of this Agreement or any Service Term for Cision Impact, Client must remove and delete all copies of the Distributed Code. The term "Platform" includes Distributed Code. d. CISION IMPACT SERVICES, REPORTS FROM CISION IMPACT SERVICES, AND DISTRIBUTED CODE ARE PROVIDED "AS -IS" WITHOUT ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT. SPECIFICALLY, COMPANY DOES NOT WARRANT THAT THE CISION IMPACT SERVICES, REPORTS FROM CISION IMPACT SERVICES, OR DISTRIBUTED CODE WILL BE ERROR FREE, COMPLETELY SECURE, OR OPERATE WITHOUT INTERRUPTION. 6. Audience Segment Services. "Audience Segment Services' means the Services by which Company creates a dataset comprised of aggregated and anonymized data of individuals who have liked, posted, shared, viewed or otherwise engaged with Client Data or Third -Party Content via the Cision Impact Services noted above. Each data point within the dataset is a unique, blind, non -identifiable, alphanumeric value known as a "CisionlD." A group of CisionlDs is called an "Audience." Neither CisionlDs nor Audiences are personally identifiable. a. Client may license Audiences either on a subscription basis or on a one-time basis, as noted on an Order Form, with the number of CisionlDs within each Audience specified as well. If licensed on a subscription basis, Client will receive enrichments and enhancements to the contracted CisionlDs as they are made available. In either event, Company grants Client a limited, non- exclusive, revocable, non -transferable (other than as set forth in this Agreement), non-sublicensable right to use the CisionlDs for paid retargeting campaigns and management of audience targeting. b. CisionlDs and Audiences are "Company Data" as defined in the MSA, and all restrictions related to usage of Company Data and Content in the MSA apply to CisionlDs and Audiences as well. In addition, Client is prohibited from using CisionlDs or Audiences to identify, re -identify, or directly contact any individual, or attempting to do any of the aforementioned. c. Fees for the provision of Audiences of CisionlDs may be twofold. First, and in all cases, fees are calculated on the basis of a fixed rate and the number of CisionlDs provided, as set forth in an Order Form or SOW, which will be billed up -front (the "CisionlD Fee"). Activation of each CisionlD for paid retargeting will incur the additional fees (including but not limited to a CPM, paid media platform fee, and/or cost of media) noted on an Order Form or SOW (the "Activation Fees'). Every activation of each CisionlD will incur Activation Fees, so if an individual CisionlD, or group of CisionlDs within an Audience, is used for multiple campaigns, there will be multiple activations, and therefore multiple Activation Fees on a single CisionlD or group of CisionlDs. These Activation Fees will be invoiced on this basis only after activation. d. If requested by Client, Company may assist Client with activation of CisionlDs for paid retargeting campaigns via Company's third -party partner. If elected, this will be noted on Client's Order Form and/or SOW. If Client requests, Company may also provide the Audience resulting from Audience Segment Services to Client via Client's Data Management Platform ("DMP") or Demand Side Platform ("DSP"). In such case, Client will (i) promptly identify and provide Company with contact information for Client's DMP or DSP, and (ii) use the Audience Segment Services solely for Client's internal business purposes and in accordance with applicable Privacy Laws. In addition to the restrictions set forth in Section 5.4(C) above, Client agrees that it will not, and will not permit any other party to: (1) use the Audience(s) for or on behalf of any third party; or (2) provide any third party, other than Client's DMP or DSP, access to the Audience or information, materials or Documentation related to the Audience. Upon termination or expiration of this Agreement for any reason, Client will promptly delete the Audience and all data related to or derived from the Audience Segment Services, including that held by Client's DMP or DSP. "Privacy Laws" mean all laws, self - regulatory principles and codes of conduct governing the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security, disclosure or transfer of personal information, including those issued by the Network Advertising Initiative and the Digital Advertising Alliance. e. If requested by Client and noted on an Order Form and/or SOW, Company can also use the Audiences to perform professional services to measure the effectiveness of Client's earned media campaigns. Such services are performed at Client's direction using Audiences and/or using Client Data, all as set forth in an Order Form and/or SOW. Fees for professional services related to Audiences are noted on an Order Form and/or SOW. The end result of these professional services is the provision of either (i) raw data (provided as an Excel file or BI Table), (ii) a Report to Client by Company or a third party provider, as a PDF file or (iii) visualizations available as one or more, near real-time dashboards made available to Client via the Platform, with the particular delivery method as more particularly set forth in an Order Form and/or SOW. 7. IMAGEIQTM a. As an enhancement to the Media Monitoring Services, Company may provide, if and as ordered, either physical Reports or dashboards available through the Platform, which measure the reach and impact of certain images (the "ImagelQ Services"). The ImagelQ Services are designed to enable Clients to collect, measure and analyze data related to the use and distribution of images across the internet. Images are either provided by Client or identified by Client to Company and retrieved by Company, and all such images are considered Client Data hereunder. Fees for ImagelQ Services, if any, are stated on an Order Form and based on the modules or capabilities enabled. b. Company may need administrative access to Client's social media platform(s) in order to provide the ImagelQ Services, and Client agrees to provide such access, if required and requested by Company. Client remains responsible for compliance with the terms of use or terms of service for any and all social media platforms utilized in the provision of the ImagelQ Services. Page 8 of 30 a DocuSign Envelope ID: F08008E6-A6C2-40A5-B3C0-A1F5777C8295 8.PUBLIC ENTITY CRIME: By its execution of this Agreement, the Contractor acknowledges to comply with the terms of Section 287.133 of the Florida Statutes and inform the County of the conviction of a public entity crime. 9. INSURANCE. The Contractor shall provide insurance as follows A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $100,000 for each accident. C. Professional Liability: Shall be maintained by the Contractor to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. Contractor waives its right of recovery against County as to any claims under this insurance. Such insurance shall have limits of not less than $1,000,000each claim and aggregate. Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of. thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non -renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 10. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, from a third party alleging that the Platform infringes or misappropriates such third parry's intellectual property rights under the laws of the United States (a "Claim Against Client")_ Company's indemnification obligation does not cover third party claims arising from: (1) modifications to the Platform by anyone other than Company or its authorized agents and contractors; (2) use of the Platform by Client in combination with other software or equipment not provided by Company where the Platform, but for such combination, would not be infringing; or (3) Client's failure to use the Platform in accordance with the terms and conditions in this Agreement. If a claim regarding the Platform and alleging infringement is brought or is likely, in Company's sole opinion, to be brought, Company may, at its option and expense (A) obtain the right for Client to continue using the Platform; (B) replace or modify the Platform so that it becomes non -infringing; or (C) upon notice to Client, terminate this Agreement or Client's use of the Platform or any portion thereof, provided that Company promptly refunds to Client the prorated portion of any pre -paid annual subscription fees paid hereunder for the Platform. The above defense and indemnification obligations do not apply to the extent a Claim Against Client arises from Client Data, Content, or Client's breach of this Agreement. This section does not pertain to any incident arising from the sole negligence of Collier County 10.1 The duty to defend under this Article 10 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 10 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 11, CONFLICT OF INTEREST. Contractor represents that to the best of its knowledge it presently has no interest and shall use reasonable efforts to ensure that it shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. Page 9 of 30 OCNO DocuSign Envelope ID: F08008E6-A6C2-40A5-B3C0-A1F5777C8295 12. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 13. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 14. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to: the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 17. ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of the Agreement and this Addendum, this provision of this Addendum shall control. 18. GOVERNING LAW. The Agreement shall be interpreted under and its performance governed by the laws of the State of Florida. Page 10 of 30 0 DocuSign Envelope ID: F08008E6-A6C2-40A5-B3C0-A1F5777C8295 Signed by each Party's authorized representative. BOARD OF COUNTY COMMISSIONERS COpttE9ikc,@@WNTY, FLORIDA H"4t44 4/3/2020 By: a Procurement Services Division Director Contractor CI eSufted by: I�WSbw�t. 4/3/2020 By: WaV69HAMome Director Approved as to Form and Legality: Low A 116& Colleen M. Greene Assistant County Attorney Page 11 of 30 0 DocuSign Envelope ID: F08008E6-A6C2-40A5-B3C0-A1 F5777C8295 CISION-GDPR CLIENT ADDENDUM EXPLANATORY NOTE As you will be aware, the General Data Protection Regulation ("GDPR") came into force on 25 May 2018- We are committed to protecting the personal data that is used within the Cision media database and other products and services that you enjoy, and to ensuring that we and our clients comply with our obligations in respect of such data. We are therefore requiring all our client for whom GDPR is applicable to sign an Addendum to the agreements they have in place with us, which varies and updates our respective data protection obligations to bring them into line with the requirements of GDPR. This note explains the structure of the Addendum. Our arrangements with our clients typically involve two principal categories of personal data • Personal data that you provide to us, in respect of which you are the data controller and we are the data processor; and • Personal data that we provide to you, in respect of which we are (for the reasons explained below) joint data controllers We have to deal with this two-way data flow in the addendum to ensure that we each comply with our respective obligations. We also have to deal with any related international data transfers outside the EEA. This is why our addendum may be longer than others you have seen which typically deal with a relatively straightforward one-way controller/processor relationship. Client Data Depending on which services you take and how you use them, you will provide data to us in the course of using our services. This may be called'Client Data' within your contract with us.Most obviously, this may include personal data relating to influencers which you input into our platform as part of your private lists and which we process on your behalf. You are the data controller and we are the data processor of such personal data and we process that data on your behalf and in accordance with your instructions. The Addendum obliges us, as data processor, to comply with the data processing obligations contained in the GDPR. It makes it clear that we will process your personal data in accordance with your instructions, keep your personal data safe and help you to comply with your obligations as a data controller. When you provide personal data to us, this may involve a transfer of that data outside of the European Economic Area ("EEA"). This is because some of our servers are located outside of the EEA. The Addendum includes as an Appendix the approved EU standard contractual clauses to ensure an adequate level of protection for such data. Cision/Comoanv Data We allow you access to personal data in the course of providing our services to you, and in particular personal data about influencers in our media database. This may be called 'Cision Data' or'Company Data' in our agreement. We are a data controller of such personal data. Since, when we give you access to such data, you are not simply processing that data in accordance with our instructions, you are also a controller of this data. You are not processing that data on our behalf, but rather (within the confines of our contract) you have some freedom over what you do with the data, and whether or not you choose to use it. Therefore, we are joint data controllers. The Addendum requires both of us, as joint data controllers, to comply with our respective obligations. Unless otherwise agreed, we will be responsible for notifying data subjects about Cision/Company Data — telling them what information we hold, how we use it, and how we might share it with you. You should determine yourself whether or not you need to inform influencers that they are on your own list. We will deal with requests or complaints from influencers that relate to the data we hold and process in the media database. You will be responsible for dealing with requests or complaints from influencers which relate to how you have processed that information (including any communications you have with them and any additional data that you may have added to theirprofile). When we provide Cision/Client data to you, this may involve a transfer of that data outside the EEA if you have an establishment outside of the EEA. The Addendum includes as an Appendix the approved EU standard contractual clauses to ensure an adequate level of protection for such data. Action reauired Please sign the Addendum and return it to us. If you have any queries, please contact your account manager. Page 12 of 30 o,� DocuSign Envelope ID: F08008E6-A6C2-40A5-B3C0-A1F5777C8295 DATA PROCESSING ADDENDUM This Addendum is between: (1) Cision US Inc., a Delaware corporation with an office at 130 E. Randolph Street, 7th Floor, Chicago, IL 60601 (the "Company"), (2) Collier County Board of County Commissioners, a United States company with an office at 3299 Tamiami Tr. East, Ste 700 NAPLES FL, 34112 USA (the "Client"), each a "party" and together the "parties" 1. VARIATION 1.1 The parties agree that the Agreement (as defined below) shall be varied to include this Addendum. 1.2 This Addendum shall come into effect on the date it is signed by both parties. 1.3 In the event of any conflict between the provisions of the Agreement and the provisions of this Addendum, the provisions of this Addendum shall take precedence. 2. DEFINITIONS AND INTERPRETATION 2.1 Save as otherwise defined below, defined terms in this Addendum shall have the meaning given to them in the Agreement. 2.2 In this Addendum, the following terms shall have the meanings set out below: 2.2.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity, and "control" means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity; 2.2.2 "Agreement" means any agreement entered into between Customer and Company in relation to the provision of the Services; 2.2.3 "Applicable Laws" means the laws and regulations of any Member State of the European Union or the laws of the European Union applicable to the parties and any other applicable law, including but not limited to the Data Protection Legislation and the Privacy Legislation, 2.2.4 "Company Data" has the meaning given to it in the Agreement, if any; 2.2.5 "Company Personal Data" means any Personal Data included in Gorkana Data or Company Data (as applicable), as are provided to the Client under the Agreement and as further specified in Part I of Annex I to this Addendum; 2.2.6 "Client Personal Data" means any Personal Data included in Client Data or Customer Data (as applicable), as are provided to the Company under the Agreement and as further specified in Part II of Annex I to thisAddendum; 2.2.7 "Data Protection Legislation" means (i) the EU Data Protection Directive (95/46/EC) as transposed into domestic legislation of each Member State as amended, replaced or superseded from time to time including by the GDPR and laws implementing or supplementing the GDPR; and (ii) to the extent applicable, the data protection laws of any other country, including the United Kingdom if and when the United Kingdom ceases to be a Member State; 2.2.8 "Data Controller" has the meaning set out in the GDPR; 2.2.9 "Data Processor" has the meaning set out in the GDPR; 2.2.10 "Data Subject" has the meaning set out in the GDPR; 2.2.11 "e-Privacy Legislation" means (i) the EU Privacy and Electronic Communications Directive (2002/58/EC) as transposed into domestic legislation of each Member State as amended, replaced or superseded from time to time; and (ii) to the extent applicable, the privacy laws of any other country, including the United Kingdom if and when the United Kingdom ceases to be a Member State; 2.2.12 "GDPR" means General Data Protection Regulation ((EU) 2016/679); 2.2.13 "Gorkana Data" has the meaning given to it in the Agreement, if any; 2.2.14 "Joint Controller" has the meaning set out in the GDPR; 2.2.15 "Personal Data" has the meaning set out in the GDPR; 2.2.16 "Personal Data Breach" has the meaning set out in theGDPR; 2.2.17 "Restricted Transfer' means a transfer of Personal Data from the Data Controller to the Data Processor, or from the Data Processor to a Sub -Processor, or from the Data Controller to another Data Controller, where such transfer would, in the absence of Standard Contractual Clauses, be prohibited by Data Protection Legislation; 2.2.18 "Services" means the on -demand relationship management platform and services that are subscribed to by Client, as Page 13 of 30 0 DocuSign Envelope ID: F08008E6-A6C2-40A5-B3C0-A1F5777C8295 further described in the Agreement; Page 14 of 30 DocuSign Envelope ID: F08008E6-A6C2-40A5-B3C0-A1F5777C8295 2.2.19 "Standard Controller to Controller Contractual Clauses" means the standard contractual clauses at Schedule 2 to this Addendum; 2.2.20 "Standard Controller to Processor Contractual Clauses" means the standard contractual clauses at Schedule 1 to this Addendum; 2.2.21 "Sub -processor" means any person appointed by or on behalf of the Data Processor to process Personal Data on behalf of the Data Controller in connection with the Agreement. 3. DATA PROTECTION - GENERAL 3.1 Both parties will comply with all requirements of the Data Protection Legislation applicable to their role as Data Processor or Data Controller, as applicable. This Addendum is in addition to, and does not relieve, remove or replace, a parry's obligations under the Data Protection Legislation. 4. CLIENT PERSONAL DATA 4.1 The parties acknowledge that for the purposes of the Data Protection Legislation and this Addendum the Client is the Data Controller and the Company is the Data Processor in respect of Client Personal Data. 4.2 The obligations contained in this Addendum shall apply to any Affiliate of the Company who processes data under the Agreement. 4.3 Annex I sets out the scope, nature and purpose of processing by the Company, the duration of the processing and the types of Personal Data and categories of Data Subject. 4.4 Without prejudice to the generality of clause 4.1, the Client will ensure that it is lawful to enable the transfer of the Client Personal Data to the Company for the duration and for the purposes of the Agreement. 4.5 Without prejudice to the generality of clause 4.1, the Company shall, in relation to any Client Personal Data processed in connection with the performance by the Company of its rights and obligations under the Agreement: 4.5.1 process that Client Personal Data only on the written instructions of Client, including but not limited to any instructions contained in any Agreement unless the Company is obliged to process such Personal Data by the Applicable Laws. Where the Company is relying on the Applicable Laws as the basis for processing Client Personal Data, the Company shall, insofar as is permissible under such Applicable laws, promptly notify the Client of its obligations before performing the processing required by the Applicable Laws, 4.5.2 ensure that it has in place appropriate technical and organizational measures to protect against unauthorized or unlawful processing of Client Personal Data and against accidental loss or destruction of, or damage to, Client Personal Data, such as are appropriate to the harm that might result from the unauthorized or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Client Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Client Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organizational measures adopted by it). The Company shall make available details of these technical and organization measures on its website; 4.5.3 take all reasonable steps to ensure the reliability of all personnel who have access to and/or process Client Personal Data and shall ensure that all such personnel are obliged to keep the Client Personal Data confidential and that access to Personal Data is limited to those individuals who need to have access to Client Personal Data for the purposes of the Agreement and to comply with Applicable Laws; 4.5.4 be bound by the Standard Controller to Processor Contractual Clauses, which are hereby incorporated into this Addendum, in respect of any Restricted Transfer of Company Personal Data from the Company to the Client. Such Standard Controller to Processor Contractual Clauses shall come into effect upon the commencement of the relevant Restricted Transfer; 4.5.5 shall not otherwise enter into any Restricted Transfer unless the prior written consent of the Client has been obtained and the Standard Controller to Processor Contractual Clauses are used in relation to such transfer; 4.5.6 notify the Client without undue delay on becoming aware of a Personal Data Breach involving Client Personal Data or upon receipt of a request or complaint from a Data Subject involving Client Personal Data; 4.5.7 assist the Client, at the Client's cost (save where such assistance is required as a result of a breach by the Company of its obligations under this Addendum and/or the Agreement in which case such costs will be borne by the Company), in responding to any request from a Data Subject (but shall not respond to any such request without the Client's prior written consent, unless otherwise required by the Data Protection Legislation)and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; and 4.5.8 within one month of termination of the Agreement, at the written direction of the Client, delete or return Client Personal Data and copies thereof to the Client unless required by Applicable Law to store the Client Personal Data. Page 15 of 30 CA0 DocuSign Envelope ID: F08008E6-A6C2-40A5-B3C0-A1 F5777C8295 4.6 The Company shall maintain complete and accurate records and information ("Records") to demonstrate its compliance with this Addendum and will allow the Client by its own personnel or by an independent auditor, who executes Company's standard non- disclosure agreement, to access all such Records during the term of the Agreement and for one year after termination provided: 4.6.1 any such access for the purposes of auditing or otherwise inspecting the Records shall be on not less than thirty (30) days written notice at any time during normal business hours and not more than once during any twelve (12) month period unless: 4.6.1.1 the Client has reasonable grounds to suspect that a Personal Data Breach has occurred involving Client Personal Data; or 4.6.1.2 the Client is required or requested to carry out an audit by Data Protection Legislation or a regulatory authority responsible for the enforcement of Data Protection Legislation in any country; and 4.6.2 the Client shall make (and shall ensure that any independent auditor makes) reasonable endeavors to avoid causing any damage, injury or disruption to the Company's premises, equipment, personnel and business during the audit; 4.6.3 the Client shall submit a detailed audit plan to the Company upon giving notice of an audit, setting out details of the proposed scope and duration of the audit, such audit plan to be agreed between the parties (acting reasonably); 4.6.4 if the scope of the requested audit has been addressed in an audit carried out by a recognized independent third party auditor within twelve (12) months of the Client's request, and the Company provides written confirmation that there have been no material changes in the controls and systems to be audited, the Client agrees to accept that audit report in lieu of carrying out its own audit; and 4.6.5 the Client shall bear the costs of the audit, save where the Company is found to be in breach of its obligations under this Addendum in which case the Company will bear the cost of the audit. 4.7 The Client hereby consents to the Company appointing Sub -Processors in connection with the provision of the Services. The Company shall make available on its website a list of current Sub -Processors and shall notify the Client via its website when a Sub - processor is replaced or added to this list. Upon notification, the Client shall have 10 days to object to the appointment of the new Sub -processor. If the Client objects on reasonable grounds, the Client shall have the right to terminate the Agreement immediately on notice. 4.8 The Company confirms that it has entered or (as the case may be) will enter with any appointed Sub -Processor into a written agreement incorporating terms which are substantially similar to those set out in this Addendum. As between the Client and the Company, the Company shall remain fully liable for all acts or omissions of any Sub -Processor appointed by it pursuant to clause 4.7. 4.9 The Company may, at any time on not less than 30 days' notice, revise this Addendum by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme. 5. COMPANY PERSONAL DATA 5.1 The parties acknowledge that for the purposes of the Data Protection Legislation and this Addendum, the Company and the Client are Joint Controllers in respect of Company Personal Data. 5.2 Without prejudice to the generality of clause 5.1, the Client shall, in relation to any Company Personal Data processed in connection with the performance by the Client of its rights and obligations under the Agreement: 5.2.1 process the Company Personal Data only in accordance with the provisions of the Agreement and this Addendum; 5.2.2 ensure that it has in place appropriate technical and organizational measures to protect against unauthorized or unlawful processing of Company Personal Data and against accidental loss or destruction of, or damage to, Company Personal Data, such as are appropriate to the harm that might result from the unauthorized or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Company Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Company Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organizational measures adopted by it). The Client shall make available details of these technical and organization measures to Company upon Company's request; 5.2.3 take all reasonable steps to ensure the reliability of all personnel who have access to and/or process Company Personal Data and shall ensure that all such personnel are obliged to keep the Company Personal Data confidential and that access to Company Personal Data is limited to those individuals who need to have access to Company Personal Data for the purposes of the Agreement and to comply with Applicable Laws; 5.2.4 be bound by the Standard Controller to Controller Contractual Clauses, which are hereby incorporated into this Addendum, in respect of any Restricted Transfer of Client Personal Data from the Company to the Customer. Such Controller to Controller Standard Contractual Clauses shall come into effect upon the commencement of the relevant Restricted Transfer; 5.2.5 notify the Company without undue delay on becoming aware of a Personal Data Breach involving Company Personal Data or upon receipt of a request or complaint from a Data Subject involving Company Personal Data; Page 16 of 30 0 DocuSign Envelope ID: F08008E6-A6C2-4OA5-B3C0-A1F5777C8295 5.2.6 assist the Company, at the Company's cost (save where such assistance is required as a result of a breach by the Client of its obligations under this Addendum and/or the Agreement in which case such costs will be borne by the Client), in responding to any request from a Data Subject which relates to the Company's processing of Company Personal Data (but shall not respond to any such request without the Company's prior written consent, unless otherwise agreed between the parties or required by the Data Protection Legislation) and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; 5.2.7 subject to clause 5.2.5, respond to any request or complaint from a Data Subject which relates to the Client's own use of Company Personal Data; 5.2.8 carry out any step reasonably required by Company in order to ensure its compliance with the Data Protection Legislation and/or the Agreement; and 5.2.9 upon termination of the Agreement, delete or return Company Personal Data in accordance with the Agreement, unless required by Applicable Law to store the Company Personal Data. 5.3 The parties agree that, in relation to any Company Personal Data, the Company shall 5.3.1 be responsible for providing any Data Subjects with any information required under the Data Protection Legislation; and 5.3.2 subject to the Client complying with its obligations set out in clauses 5.2.5 and 5.2.6 above, be responsible for responding to any requests or complaints from Data Subjects which relate to the Company's processing of Company Personal Data, unless otherwise agreed between the parties. 6. If and to the extent that Client holds any Personal Data in relation to a Data Subject identified in Company Personal Data but where such Personal Data is not Company Personal Data ("Additional Data"), Client will be responsible for compliance with all applicable Data Protection Legislation in respect of such Additional Data. Signed by each Party's authorized representative. BOARD OF COUNTY COMMISSIONERS COLLIE �,49,y�Ty,Y, FLORIDA t.d�uc H�ivunc By: 4/3/2020 Sandra Herrera Procurement Services Division Director Contractor Cis' �4�tV'e' by. By: kWSONIL 4/3/2020 -lfa me Director Approved as to Form and Legality: Colleen M. Greene Assistant County Attorney Page 17 of 30 DocuSign Envelope ID: F08008E6-A6C2-40A5-B3C0-A1F5777C8295 ANNEX PROCESSING, PERSONAL DATA AND DATA SUBJECTS Part 1: Company Data Nature and Purpose of processing Client may process Company Data as necessary to receive the Services and comply with its obligations under the Agreement. Duration of the processing Subject to clause 5.2.9, Client may process Company Data for the duration of the Agreement, unless otherwise agreed by the parties. Types of personal data Name, title, email address, business phone number, mobile phone number, employer, social media handles, images, photos, videos Categories of data subject Individual media contacts including journalists and other media 'influencers', analysts, politicians, government officials or representatives Part II: Client Data Nature and Purpose of processing Company may process Client Personal Data as necessary to perform the Services and comply with its obligations under the Agreement. Duration of the processing Subject to clause 4.5.8, Company may process Client Data for the duration of the Agreement, unless otherwise agreed by the parties. Types of personal data Name, title, email address, business phone number, mobile phone number, social media handles, images, photos, videos Categories of data subject Client's users of the Company's services; individual media, political, financial analyst, client shareholder and advisor contacts provided by Client Page 18 of 30 0 DocuSign Envelope ID: F08008E6-AK240A5-133C0-A1F5777C8295 SCHEDULE 1 STANDARD CONTROLLER TO PROCESSOR CONTRACTUAL CLAUSES Standard Contractual Clauses (processors) For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection The data exporter is: Collier County Board of County Commissioners The data importer is: Cision US Inc., PR Newswire Association LLC or any other Company Affiliate which imports data under the Agreement each a "party"; together "the parties", HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1. Background The data exporter has entered into a data processing addendum ("DPA") with the data importer. Pursuant to the terms of the DPA, it is contemplated that services provided by the data importer will involve the transfer of personal data to data importer. Data importer is located in a country not ensuring an adequate level of data protection. To ensure compliance with Directive 95/46/EC and applicable data protection law, the controller agrees to the provision of such Services, including the processing of personal data incidental thereto, subject to the data importer's execution of, and compliance with, the terms of these Clauses. Clause 1 Definitions For the purposes of the Clauses: (a) personal data, 'special categories of data, process/processing', 'controller; processor, 'data subject' and 'supervisory authority' shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data; (b) 'the data exporter' means the controller who transfers the personal data; (c) 'the data importer' means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country's system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC; (d) 'the subprocessor' means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract; (e) 'the applicable data protection /aw' means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established; (f) 'technical and organizational security measures' means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing. Clause 2 Details of the transfer The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses. Clause 3 Third -party beneficiary clause 1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to 0), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third -party beneficiary. Page 19 of 30 0 DocuSign Envelope ID: F08008E6-MC240A5-83C0-A1F5777C8295 2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. 3. The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third -party liability of the subprocessor shall be limited to its own processing operations under the Clauses. 4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law. Clause 4 Obligations of the data exporter The data exporter agrees and warrants: (a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State; (b) that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter's behalf and in accordance with the applicable data protection law and the Clauses; (c) that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract; (d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation; (e) that it will ensure compliance with the security measures; (f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC; (g) to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension; (h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information; (i) that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and Q) that it will ensure compliance with Clause 4(a) to (i) Clause 5 Obligations of the data importer The data importer agrees and warrants: (a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract; (b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon Page 20 of 30 0 DocuSign Envelope ID: F08008E6-A6C2-40A5-B3C0-A1F5777C8295 as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract; Page 21 of 30 DocuSign Envelope ID: F08008E6-A6C2-40A5-B3C0-A1F5777C8295 (c) that it has implemented the technical and organizational security measures specified in Appendix 2 before processing the personal data transferred; (d) that it will promptly notify the data exporter about: (i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation, (ii) any accidental or unauthorized access, and (iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorized to do so; (e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred; (f) at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority; (g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter; (h) that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent; (i) that the processing services by the subprocessor will be carried out in accordance with Clause 11; Q) to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter. Clause 6 Liability 1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered. 2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity. The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities. 3. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses. Clause 7 Mediation and jurisdiction 1. The data importer agrees that if the data subject invokes against it third -party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject: (a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority; (b) to refer the dispute to the courts in the Member State in which the data exporter is established. 2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law. Clause 8 Cooperation with supervisory authorities Page 22 of 30 9 DocuSign Envelope ID: F08008E6-A6C2-40A5-B3C0-A1 F5777C8295 1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law. 2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law. 3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b). Clause 9 Governing Law The Clauses shall be governed by the law of the Member State in which the data exporter is established. Clause 10 Variation of the contract The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause. Clause 11 Subprocessing 1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor's obligations under such agreement. 2. The prior written contract between the data importer and the subprocessor shall also provide for a third -party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third -party liability of the subprocessor shall be limited to its own processing operations under the Clauses. 3. The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established. 4. The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 0), which shall be updated at least once a year. The list shall be available to the data exporter's data protection supervisory authority. Clause 12 Obligation after the termination of personal data processing services The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore. 2. The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1. Page 23 of 30 9 DocuSign Envelope ID: F08008E6-A6C2-40A5-B3C0-A1F5777C8295 Appendix 1 to the Standard CONTROLLER TO PROCESSOR Contractual Clauses This Appendix forms part of the Clauses The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix Data exporter The data exporter is: The Client Data importer The data importer is: Cision US Inc., PR Newswire Association LLC or any other Company Affiliate to which imports data under the Agreement Data subjects The personal data transferred concern the following categories of data subjects: Client's users of the Company's services; individual media contacts including journalists and other media 'influencers', political, financial analyst, client shareholder and advisor contacts provided by Client Categories of data The personal data transferred concern the following categories of data: Name, title, email address, business phone number, mobile phone number, social media handles, images, photos, videos. Special categories of data (if appropriate) The personal data transferred concern the following special categories of data: Not applicable. Processing operations The personal data transferred will be subject to the following basic processing activities: Company may process Client Data as necessary to perform the Services and comply with its obligations under the Agreement. Page 24 of 30 9 DocuSign Envelope ID: F08008E6-A6C2-40A5-B3C0-A1 F5777C8295 APPENDIX 2 TO THE CONTROLLER TO PROCESSOR STANDARD CONTRACTUAL CLAUSES This Appendix forms part of the Clauses Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c): See htto://www.cision.corrand/or httr)://www.cision.co.uk Page 25 of 30 0 DocuSign Envelope ID: F08008E6-A6C2-40A5-B3C0-A1 F5777C8295 SCHEDULE 2 STANDARD CONTROLLER TO CONTROLLER CONTRACTUAL CLAUSES Standard contractual clauses for the transfer of personal data from the Community to third countries (controller to controller transfers) Data transfer agreement Between The Company (hereinafter the data exporter) and The Client (hereinafter data importer) each a party; together the parties. Definitions For the purposes of the clauses: a) personal data, special categories of data/sensitive data, process/processing, controller, processor, data subject and supervisory authority/authority shall have the same meaning as in Directive 95/46/EC of 24 October 1995 (whereby the authority shall mean the competent data protection authority in the territory in which the data exporter is established); (b) the data exporter shall mean the controller who transfers the personal data; (c) the data importer shall mean the controller who agrees to receive from the data exporter personal data for further processing in accordance with the terms of these clauses and who is not subject to a third country's system ensuring adequate protection; (d) clauses shall mean these contractual clauses, which are a free-standing document that does not incorporate commercial business terms established by the parties under separate commercial arrangements. The details of the transfer (as well as the personal data covered) are specified in Annex B, which forms an integral part of the clauses. 1. Obligations of the data exporter The data exporter warrants and undertakes that: (a) The personal data have been collected, processed and transferred in accordance with the laws applicable to the data exporter. (b) It has used reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses. (c) It will provide the data importer, when so requested, with copies of relevant data protection laws or references to them (where relevant, and not including legal advice) of the country in which the data exporter is established. (d) It will respond to enquiries from data subjects and the authority concerning processing of the personal data by the data importer, unless the parties have agreed that the data importer will so respond, in which case the data exporter will still respond to the extent reasonably possible and with the information reasonably available to it if the data importer is unwilling or unable to respond. Responses will be made within a reasonable time. (e) It will make available, upon request, a copy of the clauses to data subjects who are third party beneficiaries under clause 3, unless the clauses contain confidential information, in which case it may remove such information. Where information is removed, the data exporter shall inform data subjects in writing of the reason for removal and of their right to draw the removal to the attention of the authority. However, the data exporter shall abide by a decision of the authority regarding access to the full text of the clauses by data subjects, as long as data subjects have agreed to respect the confidentiality of the confidential information removed. The data exporter shall also provide a copy of the clauses to the authority where required. 2. Obligations of the data importer The data importer warrants and undertakes that: (a) It will have in place appropriate technical and organizational measures to protect the personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected. (b) It will have in place procedures so that any third party it authorizes to have access to the personal data, including processors, will respect and maintain the confidentiality and security of the personal data. Any person acting under the authority of the data importer, Page 26 of 30 ED DocuSign Envelope ID: F08008E6-A6C2-10A5-B3C0-A1 F5777C8295 including a data processor, shall be obligated to process the personal data only on instructions from the data importer. This provision does not apply to persons authorized or required by law or regulation to have access to the personal data. (c) It has no reason to believe, at the time of entering into these clauses, in the existence of any local laws that would have a substantial adverse effect on the guarantees provided for under these clauses, and it will inform the data exporter (which will pass such notification on to the authority where required) if it becomes aware of any such laws. (d) It will process the personal data for purposes described in Annex B, and has the legal authority to give the warranties and fulfil the undertakings set out in these clauses. (e) It will identify to the data exporter a contact point within its organization authorized to respond to enquiries concerning processing of the personal data, and will cooperate in good faith with the data exporter, the data subject and the authority concerning all such enquiries within a reasonable time. In case of legal dissolution of the data exporter, or if the parties have so agreed, the data importer will assume responsibility for compliance with the provisions of clause 1(e). (f) At the request of the data exporter, it will provide the data exporter with evidence of financial resources sufficient to fulfil its responsibilities under clause 3(which may include insurance coverage). (g) Upon reasonable request of the data exporter, it will submit its data processing facilities, data files and documentation needed for processing to reviewing, auditing and/or certifying by the data exporter (or any independent or impartial inspection agents or auditors, selected by the data exporter and not reasonably objected to by the data importer) to ascertain compliance with the warranties and undertakings in these clauses, with reasonable notice and during regular business hours. The request will be subject to any necessary consent or approval from a regulatory or supervisory authority within the country of the data importer, which consent or approval the data importer will attempt to obtain in a timely fashion. (h) It will process the personal data, at its option, in accordance with: (i) the data protection laws of the country in which the data exporter is established, or (ii) the relevant provisions of any Commission decision pursuant to Article 25(6) of Directive 95/46/EC, where the data importer complies with the relevant provisions of such an authorisation or decision and is based in a country to which such an authorisation or decision pertains, but is not covered by such authorisation or decision for the purposes of the transfer(s) of the personal data, or (iii) the data processing principles set forth in Annex A. Data importer to indicate which option it selects: (i) the data protection laws of the country in which the data exporter is established. (i) It will not disclose or transfer the personal data to a third party data controller located outside the European Economic Area (EEA) unless it notifies the data exporter about the transfer and n the third party data controller processes the personal data in accordance with a Commission decision finding that a third country provides adequate protection, or n the third party data controller becomes a signatory to these clauses or another data transfer agreement approved by a competent authority in the EU, or (m) data subjects have been given the opportunity to object, after having been informed of the purposes of the transfer, the categories of recipients and the fact that the countries to which data is exported may have different data protection standards, or fM with regard to onward transfers of sensitive data, data subjects have given their unambiguous consent to the onward transfer. 3. Liability and third party rights (a) Each party shall be liable to the other parties for damages it causes by any breach of these clauses. Liability as between the parties is limited to actual damage suffered. Punitive damages (i.e. damages intended to punish a party for its outrageous conduct) are specifically excluded. Each party shall be liable to data subjects for damages it causes by any breach of third party rights under these clauses. This does not affect the liability of the data exporter under its data protection law. (b) The parties agree that a data subject shall have the right to enforce as a third party beneficiary this clause and clauses clause 1(b), clause 1(d), clause 1(e), clause 2(a), clause 2(c), clause 2(d), clause 2(e), clause 2(h), clause 2(i), clause 3(a), clause 5, clause 6(d)and clause 7 against the data importer or the data exporter, for their respective breach of their contractual obligations, with regard to his personal data, and accept jurisdiction for this purpose in the data exporter's country of establishment. In cases involving allegations of breach by the data importer, the data subject must first request the data exporter to take appropriate action to enforce his rights against the data importer; if the data exporter does not take such action within a reasonable period (which under normal circumstances would be one month), the data subject may then enforce his rights against the data importer directly. A data subject is entitled to proceed directly against a data exporter that has failed to use reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses (the data exporter shall have the burden to prove that it took reasonable efforts). 4. Law applicable to the clauses Page 27 of 30 9 DocuSign Envelope ID: F08008E6-A6C2-40A5-B3C0-A1F5777C8295 These clauses shall be governed by the law of the country in which the data exporter is established, with the exception of the laws and regulations relating to processing of the personal data by the data importer under clause 2(h) which shall apply only if so selected by the data importer under that clause. 5. Resolution of disputes with data subjects or the authority (a) In the event of a dispute or claim brought by a data subject or the authority concerning the processing of the personal data against either or both of the parties, the parties will inform each other about any such disputes or claims, and will cooperate with a view to settling them amicably in a timely fashion. (b) The parties agree to respond to any generally available non -binding mediation procedure initiated by a data subject or by the authority. If they do participate in the proceedings, the parties may elect to do so remotely (such as by telephone or other electronic means). The parties also agree to consider participating in any other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes. (c) Each party shall abide by a decision of a competent court of the data exporter's country of establishment or of the authority which is final and against which no further appeal is possible. (a) Termination In the event that the data importer is in breach of its obligations under these clauses, then the data exporter may temporarily suspend the transfer of personal data to the data importer until the breach is repaired or the contract is terminated. (b) In the event that: (i) the transfer of personal data to the data importer has been temporarily suspended by the data exporter for longer than one month pursuant to clause 6(a); (ii) compliance by the data importer with these clauses would put it in breach of its legal or regulatory obligations in the country of import; (iii) the data importer is in substantial or persistent breach of any warranties or undertakings given by it under these clauses; (iv) a final decision against which no further appeal is possible of a competent court of the data exporter's country of establishment or of the authority rules that there has been a breach of the clauses by the data importer or the data exporter; or (v) a petition is presented for the administration or winding up of the data importer, whether in its personal or business capacity, which petition is not dismissed within the applicable period for such dismissal under applicable law; a winding up order is made; a receiver is appointed over any of its assets; a trustee in bankruptcy is appointed, if the data importer is an individual; a company voluntary arrangement is commenced by it; or any equivalent event in any jurisdiction occurs then the data exporter, without prejudice to any other rights which it may have against the data importer, shall be entitled to terminate these clauses, in which case the authority shall be informed where required. In cases covered by clause 6(b)(i), clause 6(b)(ii), or clause 6(b)(iv) above the data importer may also terminate these clauses. (c) Either party may terminate these clauses if. (i) any Commission positive adequacy decision under Article 25(6) of Directive 95/46/EC (or any superseding text) is issued in relation to the country (or a sector thereof) to which the data is transferred and processed by the data importer, or (ii) Directive 95/46/EC (or any superseding text) becomes directly applicable in such country. The parties agree that the termination of these clauses at any time, in any circumstances and for whatever reason (except for termination under clause 6(c) does not exempt them from the obligations and/or conditions under the clauses as regards the processing of the personal data transferred. 6. Variation of these clauses The parties may not modify these clauses except to update any information in Annex B, in which case they will inform the authority where required. This does not preclude the parties from adding additional commercial clauses where required. 7. Description of the transfer The details of the transfer and of the personal data are specified in Annex B. The parties agree that Annex B may contain confidential business information which they will not disclose to third parties, except as required by law or in response to a competent regulatory or government agency, or as required under clause 1(e). The parties may execute additional annexes to cover additional transfers, which will be submitted to the authority where required. Annex B may, in the alternative, be drafted to cover multiple transfers. Page 28 of 30 DocuSign Envelope ID: F08008E6-A6C2-40A5-B3C0-A1F5777C8295 Annex A. DATA PROCESSING PRINCIPLES 1. Purpose limitation: Personal data may be processed and subsequently used or further communicated only for purposes described in Annex B or subsequently authorized by the data subject. 2. Data quality and proportionality: Personal data must be accurate and, where necessary, kept up to date. The personal data must be adequate, relevant and not excessive in relation to the purposes for which they are transferred and further processed. 3. Transparency: Data subjects must be provided with information necessary to ensure fair processing (such as information about the purposes of processing and about the transfer), unless such information has already been given by the data exporter. 4. Security and confidentiality: Technical and organizational security measures must be taken by the data controller that are appropriate to the risks, such as against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, presented by the processing. Any person acting under the authority of the data controller, including a processor, must not process the data except on instructions from the data controller. 5. Rights of access, rectification, deletion and objection: As provided in Article 12 of Directive 95/46/EC, data subjects must, whether directly or via a third party, be provided with the personal information about them that an organization holds, except for requests which are manifestly abusive, based on unreasonable intervals or their number or repetitive or systematic nature, or for which access need not be granted under the law of the country of the data exporter. Provided that the authority has given its prior approval, access need also not be granted when doing so would be likely to seriously harm the interests of the data importer or other organizations dealing with the data importer and such interests are not overridden by the interests for fundamental rights and freedoms of the data subject. The sources of the personal data need not be identified when this is not possible by reasonable efforts, or where the rights of persons other than the individual would be violated. Data subjects must be able to have the personal information about them rectified, amended, or deleted where it is inaccurate or processed against these principles. If there are compelling grounds to doubt the legitimacy of the request, the organization may require further justifications before proceeding to rectification, amendment or deletion. Notification of any rectification, amendment or deletion to third parties to whom the data have been disclosed need not be made when this involves a disproportionate effort. A data subject must also be able to object to the processing of the personal data relating to him if there are compelling legitimate grounds relating to his particular situation. The burden of proof for any refusal rests on the data importer, and the data subject may always challenge a refusal before the authority. 6. Sensitive data: The data importer shall take such additional measures (e.g. relating to security) as are necessary to protect such sensitive data in accordance with its obligations under clause 2. 7. Data used for marketing purposes: Where data are processed for the purposes of direct marketing, effective procedures should exist allowing the data subject at any time to "opt -out' from having his data used for such purposes. 8. Automated decisions: For purposes hereof "automated decision" shall mean a decision by the data exporter or the data importer which produces legal effects concerning a data subject or significantly affects a data subject and which is based solely on automated processing of personal data intended to evaluate certain personal aspects relating to him, such as his performance at work, creditworthiness, reliability, conduct, etc. The data importer shall not make any automated decisions concerning data subjects, except when: (a) (i) such decisions are made by the data importer in entering into or performing a contract with the data subject, and (ii) (the data subject is given an opportunity to discuss the results of a relevant automated decision with a representative of the parties making such decision or otherwise to make representations to that parties. or (b) where otherwise provided by the law of the data exporter. Page 29 of 30 G DocuSign Envelope ID: F08008E6-A6C2-40A5-B3C0-A1 F5777C8295 Annex A. DESCRIPTION OF THE TRANSFER Data subjects The personal data transferred concern the following categories of data subjects: Individual media contacts including journalists and other media 'influencers', analysts, politicians, government officials or representatives Purposes of the transfer(s) The transfer is made for the following purposes: Client may process Company Data as necessary to receive the Services and comply with its obligations under the Agreement. Categories of data The personal data transferred concern the following categories of data: Name, title, email address, business phone number, mobile phone number, employer, social media handles, images, photos, videos Recipients The personal data transferred may be disclosed only to the following recipients or categories of recipients: Client's authorized users (under the Agreement). Sensitive data (if appropriate) The personal data transferred concern the following categories of sensitive data: Not applicable Data protection registration information of a data exporter (where applicable) Cision Group Limited, ICO Registration Number Z3094049 Contact points for data protection enquiries DATA EXPORTER DATA IMPORTER PrivacyaC cision.com Page 30 of 30 Collier County Instructions Waiver Request Form Completed waiver requests accompanied by any associated backup documentation (sole source letter, business case, etc.) must be submitted to the division’s Procurement Strategist for any procurement, without competition, in excess of $3,000. Waiver requests greater than $50,000 will require approval by the Board of County Commissioners. Sole source refers to a procurement where the selection of one particular supplier to the exclusion of all others may be based on having only one supplier in the market place, proprietary technology, copyright, patent, or a supplier’s unique capability. Single source refers to a procurement directed to one source because of standardization, warranty, geographic territory, or other factors, even though other competitive sources may be available. Requester Name: Division: Item/Service: Vendor Name: Historical Countywide Spend: ______________________ Requested date range: _____________ Not to Exceed per Fiscal Year: _______________ Is there an agreement associated with this waiver to be reviewed by Contracts? † Yes † No †Sole Source †Single Source †One Time Purchase †Multiple Purchases Description of Purchase: Enter a description of the item(s) that will be purchased under this waiver. Purpose: Describe in detail, the public purpose of the requested item(s) and why it is essential to County operations. Information Technology: Select Yes if the products/services are related to Information Technology. If yes, please provide the Purchasing Compliance Code (PCC) number or email approval documentation. †Yes †No If yes, provide the PCC number:__________________________________________________ Jack Wert Tourism Media Monitoring Services Cision US Inc. $11,000 10/1/2019-9/30/2024 $15,000 A Media Monitoring and Database Reporting Service that will provide the Tourism Division with the ability to monitor, analyze and report on the impact of print, Online and broadcast media mentions of Collier County tourism marketing efforts. The service includes managing a database of media outlets that could pick up a media story, or press release about Collier County's tourism marketing. The service also has the capability of advanced search and to republish content with copyright approval. We have been receiving these services for several years from Cision and we would like to continue this valuable tourism impact reporting system with Cision as a sole source provider. As part of our annual strategic plan we must monitor and report on all results of our public relations efforts through a contracted service that specializes in Media Monitoring and Reporting. The results of our efforts are reported monthly to the Tourist Development Council and annually to the tourism industry and the County Commission. We have worked with Cision to provide these services for the past four years and we are very pleased with their services. Cision provides a proprietary software package that is unlike any other service that claims to provide these services. We feel that based on the attached scope of services as outlined in the attached letter that they qualify as a Sole Source to the Tourism Division for these services. ✔ ✔ ✔✔ 16.F.7.b Packet Pg. 2736 Attachment: FY20 Waiver Request 064 - Cision Media (Amended) (12763 : Tourism Media Monitoring Agreement) Justification: Identify the criteria that qualifies this purchase as a sole or single source. Select from the list below. Check all that apply (if box is checked, please make sure to provide an explanation below): †Sole Source †Only Authorized Vendor or Distributor: Is this vendor the only vendor authorized to sell this product/service? If yes, explain below and provide documentation from the manufacturer confirming claims made by the distributors. †No Comparable Product or Service: Is there another vendor who can provide a similar product/service, regardless of cost, convenience, timeliness, etc.? †Product Compatibility: Does this product/service provide compatibility with existing equipment that prohibits switching to another comparable brand/vendor? If yes, provide the detailed explanation below, including what would occur if the other brand/vendor were used. †Proprietary: Is this product/service proprietary? If yes, provide a detailed explanation below on how its use is restricted by patent, copyright or other applicable laws and provide documentation validating that claim. †Single Source †Standardization: Is this product/service part of a purchase that the County has already standardized on? If yes, please provide the detailed information below. Date of BCC Standardization: ___________________ BCC Agenda Item number: __________________ †Warranty: Is this the only vendor able to complete factory-authorized warranty services on County owned equipment? If yes, provide the documentation verifying the warranty. †Geographic Territory: Is this vendor the only vendor authorized to sell this product/service in our region? If yes, provide documentation from the manufacturer confirming those claims. †Other Factors: Any other reason not listed above, explain below. Explain: How does this purchase meet the identified sole or single source criteria listed above? Cision US, Inc. provides a set of media monitoring and reporting services that is the Sole Source provider for the following: Cision Communications Cloud; Global Media Contact List; proprietary platform with marketing campaign tracking; unique list of media influencers with search functionality; Help a Reporter Out (HARO) service to assist journalists in building stories; PR Web for distributing newsworthy content to media; monitor on Online, AP, Print Lexus Nexis content; social media monitoring for Twitter, Facebook and YouTube; Share of Voice reporting; Automated e-mail alerts; on-demand report generation; unlimited keyword search and keywords. No other vendor sells these integrated products as a package that we have found. These services must be purchased directly from Cision and equal competitors for these same bundled services for media monitoring have not been found in the marketplace. ✔ ✔ 16.F.7.b Packet Pg. 2737 Attachment: FY20 Waiver Request 064 - Cision Media (Amended) (12763 : Tourism Media Monitoring Agreement) How was the decision made to use this vendor? Describe in detail if a formal standardization process was performed via Procurement or if there is a historical precedence established for the use of the product, please explain purchase and use history and the current level of County investment in the product. Explain why it is in the County’s best interest to use this product/service rather than issuing a competitive solicitation: What are the benefits from the continued use? Are there costs that would be incurred if a different vendor/product was used? What would occur if another brand/vendor was used? Explain how this pricing compares to other vendors/products and is it considered to be fair and reasonable: Provide information on historical use and whether pricing has increased/decreased. If sole source and no other product is available, provide the co st for addressing the needs via an alternate approach. Will this purchase obligate the County to future ancillary products or services? Either in terms of maintenance or standardization. †Yes †No If yes, explain what types: After extensive research on line and discussions with other tourism marketing organizations around the US, and with years of working with other companies that claimed they could do all of these necessary tasks we need to fulfill our strategic plan requirements, Cision was the only company that could deliver these packages in a bundled format. Cision US Inc. provides the complete package of media monitoring services and have done so for us for the past four years. They have built a large database of media outlets and regularly find and catalog and report to us any mentions of Collier County tourism efforts from all known sources. If we do not continue with Cision, we will need to begin at ground zero to rebuild that database of media, lose several of the bundled services such as HARO and social media mentions. To rebuild the database and to have to look for other sources for the lost services, would be time consuming and costly to the County in terms of lost months of reporting of PR coverage of Collier County and staff time to do this work ourselves. The cost for this complete package of media monitoring services is very reasonable. We are currently paying $11,000 annually for these services and no other company provides this complete package at any price. ✔ 16.F.7.b Packet Pg. 2738 Attachment: FY20 Waiver Request 064 - Cision Media (Amended) (12763 : Tourism Media Monitoring Agreement) Market research and market alternatives: When was the last time a market evaluation was performed to determine if either the technology or vendor offerings have changed? Based on the life expectancy of the product, when do you anticipate evaluating the market again? Please attach a detailed market evaluation report should the complexity, duration, and dollar amount of the purchase be a high risk to the County. It is a felony to knowingly and intentionally circumvent a competitive process for commodities or services by fraudulently specifying sole source to obtain a benefit for any person or to cause unlawful harm to another. Florida Statute 838.22(2). Requested by: Signature: Date: Division Director: Signature: Date: Department Head: Required if over $50,000 Signature: Date: Procurement Strategist: Signature: Date: Procurement Director: Or designee Signature: Date: For Procurement Use Only:  †Approved †Requesting Additional Information †Requires RFI/Intent to Sole Source †Rejected Procurement Comments: †Current FY Approval †Multi-Year Approval Start Date: ______________ End Date: __________ We researched companies that provide these media monitoring services in September of 2019 and talked to several other tourism marketing organizations within Florida and in neighboring states. We also consulted with our contracted PR firm in New York, Lou Hammond Group about what companies some of their other clients were using. The result of that research indicated that Cision is the one supplier of media monitoring services that offers these services tailored to destination marketing organizations like our CVB. Cision is the only supplier that offers a complete platform of all the monitoring services in print, broadcast on line and social media sources of publicity, and their level of detailed reporting was the most comprehensive and reliable of any other service any of these references had found. We feel confident that Cision is the one vendor of media monitoring services that can deliver exactly what we need to fulfill our reporting requirements to the TDC, BCC and to satisfy our County Internal Controls. Jack Wert Jack Wert Sara Schneeberger Catherine Bigelow 02/04/2020 09/30/2022 WertJack Digitally signed by WertJack Date: 2020.01.20 12:10:04 -05'00' WertJack Digitally signed by WertJack Date: 2020.01.20 12:10:26 -05'00' SchneebergerS ara Digitally signed by SchneebergerSara Date: 2020.02.04 11:07:20 -05'00' Cat Bigelow Digitally signed by Cat Bigelow DN: cn=Cat Bigelow, o=Collier County Government, ou=Procurement Services, email=catherinebigelow@colliergov.net, c=US Date: 2020.02.07 10:13:36 -05'00' ✔ ✔ BBBBBBBBB BBBBBBBBBB  $SSURYDOGDWHDPHQGHGWRPDWFKDJUHHPHQW66 Schneeberger Sara Digitally signed by SchneebergerSara Date: 2020.03.09 09:28:19 -04'00' 16.F.7.b Packet Pg. 2739 Attachment: FY20 Waiver Request 064 - Cision Media (Amended) (12763 : Tourism Media Monitoring Agreement)