Thomas L. Berkley Square 2000 San Pablo Avenue, Fourth Floor Oakland, California 94612 510-271-9100 / Fax: 510-271-9108 Lori A. Cox ssadirector@acgov.org Agency Director http://alamedasocialservices.org

August 19, 2017

Honorable Board of Supervisors

Administration Building

Oakland, CA 94612

Dear Board Members:

SUBJECT: APPROVAL OF STANDARD SERVICES AGREEMENT WITH COMCAST

CABLE HOLDING, DBA COMCAST SPOTLIGHT INC. TO CONDUCT AN

ELDER ABUSE PUBLIC AWARENESS SOCIAL MARKETING CAMPAIGN.

RECOMMENDATION:

A. Approve a Standard Services Agreement (Procurement No. 15399) with Comcast Cable Holding

dba Comcast Spotlight Inc., (Principal: Lorena Rosales; Location: San Francisco), to conduct an Elder

Abuse Public Awareness Social Marketing Campaign, for the period 10/1/17 through 01/31/18, in the

amount of $120,000; and

B. Authorize the Social Services Agency Director, or designee to sign the Comcast Terms and

Conditions. County Counsel has reviewed and approved the document.

SUMMARY/DISCUSSION:

This letter requests action by your Board to contract with Comcast Spotlight Inc. to provide

widespread distribution of a public awareness video that will advance the County’s efforts to raise

community awareness of the silent epidemic of elder abuse and neglect.

In 2016, your Board approved a comprehensive social marketing and public awareness campaign with

Better World Advertising (BWA). BWA worked with Comcast, to develop an engaging, evocative,

results-based, County-wide social marketing and public awareness campaign. One of the products, the

“Trust but Verify” public awareness video was viewed county-wide via multiple cable channels as

well as the Social Services Agency website and official Facebook page 14,409 times. Re-airing this

AGENDA _____ September 26, 2017

Honorable Board Members August 19, 2017

public awareness video will continue the County’s efforts to curb financial abuse of elders by

providing education to identify the problem, reducing victim stigma and shame, and empowering

seniors. Outreach efforts will be expanded and the goal is to air the video 22,480 times.

SELECTION CRITERIA/PROCESS:

On May 24, 2016 (File No. 29785, Item No. 58), your board approved the sole sourcing of a contract

with BWA, who sub-contracted with Comcast to conduct an Elder Abuse Public Awareness Campaign.

On 4/26/2017, General Services Agency approved the sole sourcing of this contract (Sole Source No.

4726) due to Comcast’s expertise in social marketing. Additionally, the provider has experience

delivering services in the public sector, where the needs are quite different from those of commercial

markets. On 6/8/17 Comcast received SLEB Waiver No. F1116 through June 30, 2018 from the Office

of Compliance & Reporting (OCCR).

FINANCING:

The contract amount of $120,000 is included in the Adult Protective Services (APS) FY 2017-18 final

budget. There are no new net county costs.

Sincerely,

Lori A. Cox

Agency Director

Attachments: 1) One set of five Standard Services Agreement documents for Board President

Signature.

0,/2&/17, #I Hie-- 2qC!ct<?

COUNTY OF ALAMEDA STANDARD SERVICES AGREEMENT

This Agreement, dated as of October 1, 20 1 7, is by and between the County of Alameda, hereinafter referred to as the "County", and COMCAST CABLE HOLDING, DBA COMCAST SPOTLIGHT INC. hereinafter referred to as the "Contractor".

WITNESSETH

Whereas, County desires to obtain professional media campaign services which are more fully described in Exhibit A hereto ("Elder Abuse Public Awareness Services"); and

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

Now, therefore it is agreed that County does hereby retain Contractor to provide professional media campaign services, and Contractor accepts such engagement, on the General Terms and Conditions hereinafter specified in this Agreement, and the following described exhibits, all of which are incorporated into this Agreement by this reference:

Exhibit A Exhibit A-1 Exhibit B Exhibit B-1 Exhibit C Exhibit D

Definition of Services Comcast Terms and Conditions Payment Terms Budget Insurance Requirements Debarment and Suspension Certification

The term of this Agreement shall be from October 1, 2017 through January 31, 2018.

The compensation payable to Contractor hereunder shall not exceed (one hundred twenty thousand dollars) ($120,000) for the term of this Agreement.

Signature

Name: WILMA CHAN

------------------------(Printed)

Title: President of the Board of Supervisors

Date: SEP 2 6 2017 ---------------------------

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Name: Andy Eppinger (Printed)

Title: Director of Sales

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GENERAL TERMS AND CONDITIONS

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

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

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

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

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

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

2. INDEMNIFICATION: To the fullest extent permitted by law, Contractor shall hold harmless, defend and indemnify the County of Alameda, its Board of Supervisors, employees and agents from and against any and all claims, losses, damages, liabilities and expenses, including but not limited to attorneys' fees, arising out of or resulting from the performance of services under this Agreement, provided that any such claim, loss, damage, liability or expense is attributable to bodily injury, sickness, disease, death or to

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injury to or destruction of property, including the loss therefrom, or to any violation of federal, state or municipal law or regulation, which arises out of or is any way connected with the performance of this agreement (collectively "Liabilities") except where such Liabilities are caused solely by the negligence or willful misconduct of any indemnitee. The County may participate in the defense of any such claim without relieving Contractor of any obligation hereunder. The obligations ofthis indemnity shall be for the full amount of all damage to County, including defense costs, and shall not be limited by any insurance limits.

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

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

4. PREVAILING WAGES: Pursuant to Labor Code Sections 1770 et seq., Contractor shall pay to persons performing labor in and about Work provided for in Contract not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the Work is performed, and not less than the general prevailing rate of per diem wages for legal holiday and overtime work in said locality, which per diem wages shall not be less than the stipulated rates contained in a schedule thereof which has been ascertained and determined by the Director of the State Department of Industrial Relations to be the general prevailing rate of per diem wages for each craft or type of workman or mechaqic needed to execute this contract.

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

6. CONFORMITY WITH LAW AND SAFETY:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Contractor agrees that any information, whether proprietary or not, made known to or discovered by it during the performance of or in connection with this Agreement for the County will be kept confidential and not be disclosed to any other person. The Contractor agrees to immediately notify the County by notices provided in accordance with Paragraph 13 of this Agreement, if it is requested to disclose any information made known to or discovered by it during the performance of or in connection with this Agreement. These conflict of interest and future service provisions and limitations shall remain fully effective five (5) years after termination of services to the County hereunder.

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

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

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

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

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on the next business day if it is received after 5:00p.m. (recipient's time) or on a non­business day.

Addresses for purpose of giving notice are as follows:

To County:

To Contractor:

COUNTY OF ALAMEDA Social Services Agency, Department of Adult and Aging 6955 Foothill Blvd #300, Oakland, CA 94605 Attn: Alicia Morales

COMCAST SPOTLIGHT INC 50 Francisco Street, 3rd Floor San Francisco, CA 94133

. Attn: Andy Eppinger, Director of Sales

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

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

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

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

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

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

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

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

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

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

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

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

The Contractor shall maintain full and adequate records in accordance with County requirements to show the actual costs incurred by the Contractor in the performance of this Agreement. If such books and records are not kept and maintained by Contractor within the County of Alameda, California, Contractor shall, upon request ofthe County, make such books and records available to the County for inspection at a location within County or Contractor shall pay to the County the reasonable, and necessary costs incurred by the County in inspecting Contractor's books and records, including, but not limited to, travel, lodging and subsistence costs. Contractor shall provide such assistance as may be reasonably required in the course of such inspection. The County further reserves the right to examine and reexamine said books, records and data during the three (3) year period following termination ofthis Agreement or completion of all work hereunder, as

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evidenced in writing by the County, and the Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatsoever for three (3) years after the County makes the final or last payment or within three (3) years after any pending issues between the County and Contractor with respect to this Agreement are closed, whichever is later.

18. DOCUMENTS AND MATERIALS: Contractor shall maintain and make available to County for its inspection and use during the term of this Agreement, all Documents and Materials, as defined in Paragraph 11 ofthis Agreement. Contractor' s obligations under the preceding sentence shall continue for three (3) years following termination or expiration of this Agreement or the completion of all work hereunder (as evidenced in writing by County), and Contractor shall in no event dispose of, destroy, alter or mutilate said Documents and Materials, for three (3) years following the County' s last payment to Contractor under this Agreement.

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

20. TERMINATION: The County has and reserves the right to suspend, terminate, or abandon the execution of any work by the Contractor without cause at any time upon giving to the Contractor prior written notice. In the event that the County should abandon, terminate, or suspend the Contractor's work, the Contractor shall be entitled to payment for services provided hereunder prior to the effective date of said suspension, termination, or abandonment. Said payment shall be computed in accordance with Exhibit B hereto, provided that the maximum amount payable to Contractor for its Media Campaign Services shall not exceed $120,000 payment for services provided hereunder prior to the effective date of said suspension, termination or abandonment.

21. SMALL LOCAL AND EMERGING BUSINESS PARTICIPATION:

Contractor has been approved by County on June 8, 2017, to participate in contract without SLEB participation (Waiver # F 1116). As a result, there is no requirement to subcontract with another business in order to satisfy the County' s Small and Emerging Locally owned Business provision.

However, if circumstances or the terms of the contract should change, Contractor may be required to immediately comply with the County' s Small and Emerging Local Business provisions, including but notlirnited to:

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

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

c. Small and/or Emerging Local Business participation and current SLEB certification status must be maintained for the term of the contract. Contractor shall ensure that their own certification status and/or that of participating subcontractors (as is applicable) are maintained in compliance with the SLEB Program.

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

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

For further information regarding the Small Local Emerging Business participation requirements and utilization of the Alameda County Contract Compliance System contact OCC via e-mail at ACSLEBcompliance@acgov.org.

22. FIRST SOURCE PROGRAM: For contracts over $100,000, Contractor shall provide County ten (1 0) working days to refer to Contractor, potential candidates to be considered by Contractor to fill any new or vacant positions that are necessary to fulfill their contractual obligations to the County that Contractor has available during the contract term before advertising to the general public.

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

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

25. ENTIRE AGREEMENT: This Agreement, including all attachments, exhibits, and any other documents specifically incorporated into this Agreement, shall constitute the entire

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agreement between County and Contractor relating to the subject matter of this Agreement. As used herein, Agreement refers to and includes any documents incorporated herein by reference and any exhibits or attachments. This Agreement supersedes and merges all previous understandings, and all other agreements, written or oral, between the parties and sets forth the entire understanding of the parties regarding the subject matter thereof. The Agreement may not be modified except by a written document signed by both parties.

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

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

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

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

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

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

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

c. Contractor shall require all subcontractors to comply with all indemnification and insurance requirements of this agreement, including, without limitation, Exhibit C. Contractor shall verify subcontractor' s compliance.

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

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

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

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

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

b. In 'the case of any such claim of infringement, Contractor shall either, at its option, (1) procure for County the right to continue using the Contractor Products; or (2) replace or modify the Contractor Products so that that they become non­infringing, but equivalent in functionality and performance.

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

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34. OTHER AGENCIES: Other tax supported agencies within the State of California who have not contracted for their 0wn requirements may desire to participate in this contract. The Contractor is requested to service these agencies and will be given the opportunity to accept or reject the additional requirements. If the Contractor elects to supply other agencies, orders will be placed directly by the agency and payments made directly by the agency.

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

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

[END OF GENERAL TERMS AND CONDITIONS]

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EXHIBIT A SCOPE OF WORK (DEFINITION OF SERVICES)

I. Contractor shall provide goods and services with the specific requirements and deliverables/reports as set forth on this Exhibit A, consisting of the following:

A. Background: SSA has identified financial abuse, one of the most highly reported types of abuse, as the priority area for the current project. Financial abuse -includes: a lack of amenities that the victim could afford; victims "voluntarily" giving inappropriate financial reimbursement for needed care and companionship; caretakers having control of a victim's money but failing to provide for victim' s needs; caretakers using victim's financial resources for their own needs; and victims signing property transfers, Powers of Attorney, new will, etc., when unable to comprehend the transaction. Signs of financial abuse include uncharacteristic spending or bank account withdrawals, purchases of unusual or inappropriate items, and unpaid bills or the utilities being turned off.

B. Services Description: The current project aims to curb financial abuse of elders by providing education to identify the problem, reducing victim stigma and shame, and empowering seniors to stand up for themselves and their well-being. COM CAST will work closely with SSA staff, conduct research, and provide creativity and social marketing expertise to develop and implement a media campaign to increase public awareness of elder financial abuse. The campaign shall be targeted to and appeal to seniors.

II. Evaluation: Contractor shall engage in ongoing process evaluation to ensure that placements run according to plan.

A. Measure the reach and frequency of the ads using data provided by media vendors.

B. SSA is committed to bringing more performance based monitoring and accountability to all of our contracted services over the next few years. The agency is using the Results Based Accountability (RBA's) approach in all new or renewed contracting processes. Contractor will work with SSA to review metrics of the RBAs listed below that measure campaign success. The information and data provided will answer the three basic RBA questions: 1. How much was done? How well was it done? 3. Is anyone better off? More information about RBA can be found at www.raguide.org. Required metrics for this contract are listed in table on p.l5.

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EXHIBIT A SCOPE OF WORK (DEFINITION OF SERVICES)

Contract Objective

1. # of outreach/media activities conducted

How well did we do it?

2. # of Alameda residents and/or Seniors reached, # of times reached (reach and frequency)

3. Website hits post-campaign exceeded from baseline

4. Increase of financial abuse report calls to adult protective services.

Ke Personnel Lorena Rosales

Brandon Mudd

How numbers will be calculated

Total number of activities delivered through the campaign strategies (TV commercials aired, digital impressions run), duration of media run

Total number of Alameda County residents and seniors reached through the campaign' s strategies (TV, digital) and the number of times they were exposed to the ads

# of hits at end of campaign = % of website hits exceeded from baseline. # of hits at baseline

Pre-Campaign

# of financial abuse calls # of total APS calls

Role Account Executive

Local Sales Mana er

At End of Campaign

# of financial abuse calls # of total APS calls

Contractor agrees that it shall not transfer or reassign the individuals identified above as Key Personnel or substitute subcontractors without the express written agreement of County, which agreement shall not be unreasonably withheld. Should such individual or individuals in the employ of Contractor no longer be employed by Contractor during the term of this Agreement, Contractor shall make a good faith effort to present to County an individual with greater or equal qualifications as a replacement subject to County' s approval, which approval shall not be unreasonably withheld. The approval of Courity to a requested change shall not release Contractor from its obligations under this Agreement. Contractor project team will consist of the following Key Personnel and subcontractors, as applicable during the contract term.

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EXHIBIT A-1

COMCAST TERMS & CONDITIONS The following are the terms and conditions (the "Terms and Conditions") on which Comcast Spotlight, LP ("Comcast") or Comcast Affiliates (defined below) will distribute advertisements ("Ad(s)") via linear spot cable ("Spot Cable") which may include interactive overlays or functionality, video on demand ("VOD"), and/or websites that Comcast or Comcast Affiliates own, operate, host, or distribute ads on ("Covered Sites") pursuant to one or more insertion orders (each, an "10") that the parties may negotiate from time-to-time. As used herein, the term "Contract" shall mean these Terms and Conditions, together with any IO, and "Comcast Affiliates" shall mean any entity that directly or indirectly controls, is controlled by, or is under common control with Comcast, excluding NBCUniversal Media, LLC.

1. BILLING AND PAYMENTS (a) Comcast will bill Advertiser monthly, using the standard broadcast month or calendar month, or at the conclusion of a campaign as applicable, subject to Section 4. (b) Advertiser shall pay each Invoice in full within 30 days after receipt ·mtftBttt 8B~· 8Btilt8tiBB Br rigllt sf S8t Bf:t:; ~rsvi888, 8sw8v8r, if (;smB8St 88t8FBHBBS tft8t A8v8rtis8r D8S 88 ttBS8tisi88ts~· 8F88it ftistB~\ (;88188st, iB its ssl8 8iS8F8tiBB, f8S8F'/8S tft8 rigftt te F8Efllir8 81Sfttftly ~8~'Hl8ftt8 iB 88\'8888 ("Ail\'8888 11

) sf 8llY S8ft88ttl88 8isti'i\3tttiBB sf A8s 88 8 8BB8itiBB ts (;881888t's 8istri\3tttisB 888/sr 8SBtiBtt88 8istri\3tttisB sf A8s. If (;B8188St F8Etttir88 888 A8v8rtiser fails ts 818lE8 Sll8B A8v8888, CB8188st, iB its sBl8 &is8r8tiBB, 818Y t8flllittet8 A8v8rti88r'8 se888ltl8 fer tft8 ~8SBliBg 818Btft. (c) Upon Advertiser's request, Comcast, in its sole discretion, may include verification of performance with monthly invoices issued hereunder, but the furnishing and accuracy of such verifications shall not be a condition precedent to Advertiser's obligation to timely pay any such invoice. Com cast shall not be liable to Advertiser for and makes no representations or warranties with respect to such verifications. (8) Otft8F rsme8i8S ft8t\Vitftst8n8iBg, IoveiB88 BSt tiBlBly ~8i8 88 F8Etttir88 ey tftis 88Btr8t!t 8D81l eB 88llBi8srs8 88liBEfll8Bt 888 BB8ll \388£ iBtBFBBt 8t tft8 F8tt! Bf }.jq~ ~8F 818Btft (SF tfti! ftigBBBt F8t8 ~8fBlittB8 \3~· 18W, iflBBB) liBtM JJBiEi iB itll. In ~e evest A8veflt.iser fails te mrtlEe SY88 J1S,'Bl8BtB, )zElveFtiser Mt8s'er lr8 ReJ1f888:MetivB, ;viii @e jsiBtly 888 88'i'BF8lly }is@h: fer 811 8818llBt8 SW88 888 FB88SBselB BU~BB£188 (i:ft8ltt8i:ftg 1Bg8l ftl88 8D8 Stft8f 888t8) iBBllft'88 \3y (;s81888t iB 8SllBBtiBg Blt8ft 881SltBt8. (e) Notwithstanding anything herein to the contrary, if Advertiser is an agency, time-buying service or other media placement service acting on behalf of Advertiser and/or agency (or both as the case maybe) then all obligations of Advertiser hereunder, shall be joint and several obligations of such time-buying service, agency and other media placement service as the case may be. (f) Failure of an agency, time-buying service or other media placement service to receive adequate funds from an Advertiser does not relieve such agency, time-buying service or other media placement service from the obligations to timely pay all amounts due to Comcast hereunder. Similarly, payment by an Advertiser to its agency or time­buying services or other media placement service, as the case may be, or payment by an agency to a time-buying service or other media placement service, shall not constitute or otherwise excuse full and timely payment of all amounts due to Comcast hereunder.

2. TERMINATION (a) Comcast reserves the right to terminate this contract or an 10, or to reject, cancel, terminate, or suspend any Ad at any time, for any reason whatsoever. Upon termination or suspension, all amounts owed Comcast hereunder and not paid shall become immediately due and payable. (b) Advertiser may cancel the distribution of Ads upon 14 days' prior written notice to Comcast, effective no earlier than 14 days after the commencement of distribution of Ads under this contract. (c) Advertiser may cancel the distribution of Ads if Com cast is in material breach of its obligations hereunder and fails to cure such breach within 10 days of Advertiser's written notice, except as otherwise stated in this contract with regard to specific breaches. This paragraph notwithstanding, Advertiser may not cancel an IO that is accepted on a non-cancellable basis. (d) If Advertiser cancels all or any portion of this contract or an 10, or if Comcast cancels this contract or an 10 for cause due to a breach by Advertiser, all discounts shall be void and rates on the then-current rate card will apply. If

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Comcast cancels this contract other. than for cause due to a breach by Advertiser, Advertiser shall have the benefit of the same discounts that it would have earned had it been allowed to complete the contract or IO. (e) If Advertiser cancels any special promotion, contest, sponsorship, sweepstakes or other service provided to Advertiser by Comcast or Comcast affiliates, at Comcast's sole discretion, any related discounts for Ads shall be void and rates on the current rate card shall apply.

3. AD MATERIALS (a) Advertiser hereby grants to Comcast a worldwide, non-exclusive, limited, sub-licensable right to distribute, reproduce, copy, reformat, digitize, cut, adapt, compress, transcode, display, perform and technologically manipulate an Ad, in each case as reasonably necessary in order to distribute the AdS as ordered by Advertiser. b) Except as otherwise noted on the IO, Advertiser shall, at its sole expense, deliver or cause to be delivered all materials for Ads, including, without limitation, artwork, copy, active URLs, and sch~duling instructions ("Ad Materials") to Comcast in compliance with generally accepted standards of good practice and in accordance with specifications required by Comcast. (c) Advertiser acknowledges that non-center-cut safe HD Ads may lose information displayed in the edges of an Ad. Advertiser shall pay all expenses incurred in connection with the delivery of Ad Materials to Comcast, and with the return to Advertiser, if such return is directed on the IO or is otherwise requested by Advertiser. (d) If Advertiser fails to deliver Ad Materials to Com cast by the deadline set by the relevant Comcast market, Comcast will use reasonable efforts to distribute Ads despite late delivery, but shall not be liable for the failure to distribute Ads. Notwithstanding the foregoing, if Advertiser delivers Ad Materials late, Comcast may bill Advertiser for the media purchased pursuant to the IO. (e) Notwithstanding anything in this contract to the contrary, all Ads provided by Advertiser are subject to Comcast

prior approval and network/carrier restrictions and guidelines, including standards and practices and consumer protection statutes. Comcast may, without restriction or liability, reject or refuse to distribute any Ad or Ad Materials that Comcast deems in its sole discretion to be illegal, unsatisfactory, unsuitable or contrary to the public interest or for any reason whatsoever. Comcast shall attempt to so notify Advertiser, and unless Advertiser furnishes satisfactory Ad Material or Ads in a sufficient amount of time in advance of distribution as determined by Comcast, Comcast may bill Advertiser for the time reserved. (f) Advertiser acknowledges that other content, tools or information provided by Comcast or third parties may appear on the screen over the Ad or Ad Materials, including, without limitation: (i) navigational content appearing during processes such as program selection, ordering and playback; (ii) Emergency Alert System information that Comcast is obligated by law to display; and (iii) any content, tools or information that a publisher or viewer could cause to be displayed on screen through interactive media or otherwise. Comcast and Comcast affiliates may copy and store the Ad during the distribution thereof as Comcast deems appropriate to optimize the performance of Comcast content distribution on the Platforms.

4. RATES AND CHARGES (a) Comcast reserves the right to increase its rates at any time without notice; provided, however, that with respect to lOs which have been accepted by Comcast prior to such rate increases, no such increases shall be applied to Ads distributed under an IO for 30 days after written notification to Advertiser. (b) Advertiser may contract for distribution of Ads of various lengths subject to Comcast's rate. card and only with prior Comcast approval. (c) Advertiser will pay all non-recoverable out-of-pocket costs incurred in connection with any Ads, promotion, contest, sweepstakes or other service provided to Advertiser by Comcast or Comcast affiliates. (d) Comcast may invoice Ads based on performance data provided by a third party or Comcast. Comcast specifically disclaims and makes no representations or warranties of any kind, express or implied regarding the performance data.

5. DISTRIBUTION ISSUES; SUBSTITUTIONS (a) If, for any reason, all or a portion of an Ad is not distributed in accordance with the IO, Comcast may provide a "make good" for such Ad in the same or a comparable manner or class of time, or alternatively Comcast may provide a corresponding credit for subsequent Ad distribution. (b) In the event a digital IO guarantees delivery of a certain number of impressions, Comcast will use commercially reasonable efforts to: (i) deliver the impressions in accordance with the delivery obligations set forth in the IO and (ii) deliver the impressions starting with the start date and ending with the end date set forth in the IO. Because the estimates are forecasts, Comcast makes no guarantee regarding the levels of impressions for any individual Ad.

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Unless otherwise provided in the digital 10, (i) Comcast will maintain impression delivery statistics and Advertiser acknowledges that impression delivery statistics provided by Comcast are the official and definitive measurements ofComcast's performance on any impression delivery obligations provided in an IO, and (ii) no other measurements or usage statistics (including those of Advertiser or any third party) shall be accepted by Comcast or have any effect on an IO. In the event the impression obligation set forth in an IO is reached prior to the end of the term of an IO, Comcast may cease distribution of the Ads. The impression obligation will be deemed reached if at least 90% of the impressions are delivered. If there is a shortfall in delivery of impressions of more than 10% at the end of any specified period, Comcast may provide, as Advertiser's sole remedy, "make good" impressions in the same or a comparable manner or class of time, or alternatively Comcast may provide a corresponding credit for subsequent Ad distribution. (c) Ads scheduled in programs following events which run beyond their normally scheduled time (such as feature f!lms, sports or special programing of any kind), or Ads scheduled in programs which are interrupted for any reason may be automatically rescheduled within the delayed or interrupted program without prior notice to Advertiser and will be billed at the rate as if the event had concluded at is normal time or there had been no interruption. (d) Advertiser's purchase of advertising time on a network may, but does not necessarily, include the purchase of

advertising time on duplicate or alternative feeds of such network (or other feeds offered on alternative channel locations, or advertising time distributed on time-shifted basis). (e) Comcast makes no representations or warranties to Advertiser with respect to distribution schedules for Ads that are distributed in high definition feeds . Any verifications of performance delivered by Comcast hereunder may apply to Ad schedules that run in standard definition feeds or high definition feeds, as applicable and in Comcast's sole discretion. If a high definition feed is not simulcast with the corresponding standard definition feed, then Ads will not run at the same time in both feeds. Advertiser acknowledges and agrees that regardless of whether a high definition feed is simulcast with the corresponding standard definition feed, Ads distributed in high definition feeds may not be able to be distributed with the corresponding Ads in standard definition feed. Except as otherwise agreed by Comcast in writing, distribution of Ads in the standard definition feed as ordered by Advertiser shall satisfy Comcast's obligations hereunder.

COM CAST MAY NOT HAVE THE CAP ABILITY TO INSERT ON BD SIMULCAST NEWORKS. AUDIENCE ESTIMATES FOR BD PROGRAMMING ARE NOT ADUSTED FOR NON- INSERTION. (f) Comcast makes no representations or warranties to Advertiser with respect to distribution schedules for Ads that are distributed on Interconnects that include satellite zones in Mountain and Pacific time zone markets. For these markets, the air time for the satellite homes may occur up to 45 minutes on either side of the invoice run time. The invoiced run time represents the air time for the cable homes in the market. (g) IfComcast fails to distribute Ad(s) or deliver impressions as specified in an IO due to public emergency or necessity, force majeure, restrictions imposed by law, acts of God, labor disputes, mechanical or electronic breakdowns, or any reason other than Advertiser's failure to deliver Ad Materials by respective deadline, Comcast shall, in its sole discretion, offer Advertiser: (i) comparable commercial announcement time on a substitute basis; or (ii) a reduction in the time charges equal to the amount of money proportionally assignable to such Ads not distributed or impressions not delivered.

6. INTERACTIVE PLATFORMS In connection with customers and potential customers obtained by means of Ads on interactive platforms, Advertiser will: (a) use the contact information provided by Comcast's subscribers ("Subscriber") solely for the purposes of providing such Subscribers with communications they have specifically opted-in to receive, provided that when a Subscriber is given the option to opt-in, Advertiser shall (i) clearly inform the customer regarding the uses to which such contact information shall be made, and (ii) make reasonably available to such customer the privacy policies to which such information shall be subject; (b) not disclose, sell or share any personally-identifiable Subscriber information to any third party; (c) be solely responsible to respond to all Subscriber inquiries promptly and efficiently; (d) comply at all times with Comcast Subscriber and Advertiser's customer contact guidelines, if any; (e) ensure that any Subscriber who requests a "do not call" "do not email" or equivalent listing is immediately removed from all call or email lists and follow-ups; (f) cease all contact with any Subscriber immediately upon request from such Subscriber or Comcast; (g) transmit all contact data securely and keep all contact data in a secure environment and otherwise be respectful and protective of Subscribers privacy in all respects; (h) not contact Subscribers utilizing an autodialer or similar technology or a prerecorded message; (i) make any required disclosures of costs that may be incurred by Subscribers who receive text messages or calls to mobile phones; and (j) comply with all other applicable carrier, network and Comcast guidelines. In addition, communications made by Advertiser to Subscribers

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in accordance herewith (A) shall only promote the products and services of Advertiser for which a Subscriber has expressly requested to be sent such communications, and (B) shall not include any advertisement, sponsorship or promotion of or by any party other than Advertiser. Further, any communications between Advertiser and Subscribers or potential Advertiser customers are subject to the reasonable approval of Com cast. Nothing in the foregoing shall prevent Advertiser from creating lists of, or to market to, customers who have independently contacted Advertiser regardless of whether they had previously used any of Comcast's Platforms.

7. AD DATA; REPORTS (a) Comcast may collect, retrieve, retain, analyze, store and otherwise use certain information and/or data relating to any one or more Ads or associated video or other content assets, including without limitation, information or data with respect to numbers of views, viewing trends or durations, time shifting or usage statistics, impressions, clicks, interactions subject to Section 6 above, or any other information or data reflecting the success, performance, response rates or patterns of Subscriber behavior relating to Ads or associated video or other content assets of any kind (collectively "Ad Data"). (b) Except as otherwise agreed by Comcast in writing, Comcast shall have no obligation to provide Advertiser with any reports or Ad Data of any kind relating to any one or more Ads. To the extent Comcast does provide Advertiser with reports or Ad Data as set forth above, Comcast shall use commercially reasonable efforts to deliver such reports or Ad Data to Advertiser in accordance with industry standards, but Comcast does not warrant the accuracy of any such reports or Ad Data. (c) Iffor any reason Comcast does provide Advertiser with Ad Data, such Ad Data shall constitute Confidential Information of Comcast and shall be subject to Section 11 below. In addition, Advertiser shall not (i) combine any Ad Data received by it with any other data or information; (ii) use such Ad Data for any purpose other than the evaluation of Advertiser's advertising campaign on Comcast Systems; (iii) re-identify or attempt to re-identify an individual; or (iv) use such Ad Data for a discriminatory purpose or in a manner contrary to law.

8. INDEMNIFICA TIONILIMIT A TION OF LIABILITY (a) Advertiser shall, to the fullest extent permitted by law, indemnify, defend, and hold Comcast and Comcast affiliates harmless from and against any and all claims, suits, actions, damages, liabilities, judgments, losses, assessments, interest charges, penalties, costs, and expenses (including, attorneys' fees and disbursements) arising out of or relating to: (i) the creation or production of Ads provided and/or authorized by Advertiser; (ii) the distribution of the Ads, Ad Materials and the products and services they advertise, including, without limitation, any Ad or Ad Materials that infringe, misappropriate, or violate the IP rights or any third party, violate applicable law or regulations, or give rise to any claim or cause of action or results in actual damages or losses; (iii) any breach by Advertiser of this contract or any of Advertiser's representations or warranties hereunder; and (iv) any third-party claims related to the use of any data provided by Advertiser. The foregoing representations, warranties, and indemnities shall survive the completion, cancellation, or termination of this contract. (b) Notwithstanding anything in this contract to the contrary, the sole remedies available to Advertiser for any claims arising out of: (i) a breach of this contract by Comcast or its affiliates; (ii) the negotiation or performance of this contract; or (iii) the distribution by Comcast or its affiliates of the Ads or Ad Materials provided by or on behalf of Advertiser shall be: (y) substitute distribution of Ads or Ad Materials or related material at a subsequent time in the same or comparable manner or class of air time; or (z) a refund of amounts paid by Advertiser for the unfulfilled portion of this contract, in the sole discretion of Comcast. (c) IN NO EVENT SHALL COMCAST OR COMCAST AFFILIATES BE LIABLE F..OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, GOOD WILL, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS CONTRACT OR BE SUBJECT TO EQUITABLE REMEDIES OR INJUNCTIVE RELIEF. (d) The provisions of this Section 8 shall survive any cancelation or termination of this contract.

9. REPRESENTATIONS AND WARRANTIES (a) Advertiser represents and warrants that: (i) Advertiser has the right to enter into this contract and the power and all authorizations necessary to conclude this contract for and on behalf of the Advertiser; (ii) Advertiser has, at its sole expense, secured all necessary licenses, rights, releases, consents and clearances required in connection with such distribution on the Platforms, including, but not limited to, copyright performance and music synchronization

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rights (including without limitation through to the viewer music performance rights) with regard to all Ads and Ad materials; (iii) the Ads do not violate any federal or state law, statute, or regulation; (iv) Ads are not defamatory, libelous, pornographic, obscene, or otherwise unlawful; (v) Advertiser has the sole right, title, and interest, or that Advertiser has written permission, to make use of the name, logos, and trademarks of the entity under which Advertiser advertises and does business; (vi) Advertiser has a reasonable basis for all claims made within the Ads, possesses appropriate documentation to substantiate such claims, and shall fulfill all commitments made in its campaigns, and that all product information it provides is truthful, accurate, and complete, and is not misleading in any way; (vii) (A) any data provided by Advertiser or its respective service providers in order to facilitate the delivery of data-informed and/or addressable advertising ("Advertiser Data") has been collected in accordance with all Laws and privacy policies, (B) the use of such Advertiser Data by Comcast will not violate any Laws or the rights of any third parties, (C) Advertiser has the right to use the Advertiser Data for the purpose for which it is being provided, and (D) the collection or use of data arising from an Ad is done in compliance with Advertiser's privacy policy, applicable Law, and any applicable industry self-regulatory pri.llciples or rules that may be applicable to Advertiser; (viii) all Ads comply with applicable network, carrier, and Comcast guidelines; (ix) Advertiser shall not use Comcast's short code or keywords except as permitted by Comcast in connection with the applicable 10; (x) all Ads for distribution on Covered Sites are free of viruses, bombs, hots, and other computer routines that may damage or expropriate any Comcast data or system; (xi) Advertiser shall not use or retain any data collected through the Platforms, or otherwise received from Comcast except as necessary for delivery (for clarification, the foregoing precludes, among other things, Advertiser from re-targeting or remarketing covered site users on other websites); (xii) Advertiser shall not use the Ads to place any Flash local shared objects or other types of client-side storage on the computer of a covered site user, except for HTTP cookies; and (xiii) Advertiser shall comply with all Laws in connection with its receipt and use of Comcast information and exercise of its rights under this contract. (b) If Advertiser is an agency, other media buying service or time-buying service acting on behalf of an advertiser and/or agency (or both, as the case may be) such agency, other media buying service or time buying services hereby represents, warrants and covenants that it has the authority from such advertiser and/or agency (or both as the case may be) to enter into this contract and to otherwise act as agent for such advertiser and/or agency (or both as the case may be) for all purposes hereof. (c) Comcast and Comcast affiliates hereby disclaim any and all warranties, including, without limitation, any warranties of merchantability, fitness for a particular purpose, or other warranties arising by usage of trade, course of dealings, or course of performance. Without limiting the foregoing, Comcast specifically disclaims any warranties relating to the effectiveness of any Ads distributed pursuant to this contract and does not guarantee any financial benefits to Advertiser by virtue of distributing Advertiser's Ads. All reports and data provided by Comcast hereunder or pursuant to any 10 are provided ' as-is' without any warranties or representations of any kind. Comcast does not warrant or guarantee customer response rates or the ability to convert responses into sales. Comcast does not warrant or guarantee the profile or demographics of a respondent. Comcast specifically disclaims and makes no representations and warranties of any kind, express or implied, regarding ratings and impressions estimates.

10. SUBSCRIBER COUNTS (a) Comcast makes no representations or warranties to Advertiser with respect to the number or composition of: (i) Subscribers to whom an Ad actually may be distributed; or (ii) users by whom an Ad may be viewed or accessed, as the case may be. The number and composition of Subscribers or users to a Platform is an estimate and will vary by networks, type of video feed, programming tier or package, geographic areas, and other circumstances, and may change at any time. (b) Notwithstanding anything to the contrary in this contract or in any other materials reviewed by Advertiser, the number of Subscribers to which any Ad shall be deemed distributed for purposes of the contract shall be the applicable Subscriber counts for each applicable System. Under no circumstances shall Comcast be liable to Advertiser in any way for any changes that may occur in the number or composition of Subscribers to any System (or other distribution platform) network tier or channel during the term of the contract or otherwise. (c) Comcast may place Ads on behalf of third party systems operators under an advertising interconnect or other agreement in effect for all or part of a Designated Market Area ("Applicable DMA"). In such event, Comcast cannot guarantee that Ads ordered by Advertiser will be distributed to all Subscribers within the Applicable DMA. Advertiser hereby agrees that an order shall be deemed fulfilled if an Ad is distributed to at least 90% of Comcast's insertable Subscribers in the Applicable DMA. (d) ADVERTISEMENTS MAY BE VIEW ABLE ONLY IN A PORTION OF THE GEOGRAPHICAL AREA COVERED BY THE INTERCONNECT OR SYSTEM HEAD END. COM CAST MAY USE SEVERAL

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DIFFERENT ACCEPTABLE INDUSTRY STANDARDS FOR CALCULATING SUBSCRIBER NUMBERS AND COMCAST'S METHODS MAY DIFFER FROM THOSE USED BY OTHER SYSTEM OPERATORS.

11. CONFIDENTIAL INFORMATION Comcast and Advertiser each agree to take commercially reasonable steps to protect all "Confidential or Proprietary Information" provided by one party to the other or obtained in the performance of this contract, and not to publish or disclose the other party's Confidential or Proprietary Information to any third party without the other's written permission. Advertiser will identify its Confidential or Proprietary Information in writing to Comcast within 14 days of disclosure. Comcast's Confidential or Proprietary Information shall include all information that Advertiser should reasonably understand because of legends or other markings, the circumstances of disclosure, or the information itself, to be proprietary and confidential to the disclosing party regardless of whether such information is marked "Confidential." Comcast and Advertiser both agree to use the Confidential and Proprietary Information provided by the other solely for the purposes of performance under this contract and shall confine the knowledge of such Confidential or Proprietary Information only to its employees, agencies, and other representatives requiring such knowledge and use in the ordinary course and scope of their jobs. However, the receiving party may use or disclose information that is or becomes publicly available through no act of the receiving party, is already lawfully in its possession, is required to be disclosed by law, is independently developed by it, or is lawfully obtained from third parties. Advertiser shall not issue any press releases relating to this contract. Comcast's rates, personally identifiable information ("PIT") of Subscribers, and all response rates and other patterns of customer behavior associated with interactive Ads constitute Comcast "Confidential or Proprietary Information" pursuant to this paragraph. To the extent Advertiser receives PII from or about Subscribers, respondents to interactive functionality in Ads through the performance of its obligations under this contract, Advertiser will use such information solely for purposes of responding to or fulfilling the specific customer-initiated transaction (i.e., customer request for information) through which such information was obtained. As between Comcast and the Advertiser, all PII and any data (including that Ad Data or other data contained in any reports provided by Comcast) and used pursuant to an 10, or gathered or collected during delivery of an Ad, that identifies or allows identification of any Subscriber, or any content, context, or users of the foregoing, and any information entered or provided by users of any Web Sites or Subscribers are and shall remain the exclusive property of Comcast (and be deemed its Confidential or Proprietary Information) and Advertiser shall not acquire any right, title, or interest therein. Advertiser shall not retain, use, or disclose such PIT, data, or other Confidential or Proprietary Information for any other purpose unless it receives the customer's separate prior written or electronic consent to do so. Advertiser agrees to display its privacy policy in a readily accessible and conspicuous location and to take reasonable steps to enable customers to access Advertiser's privacy policy. Advertiser agrees to comply with all applicable privacy laws.

12. ADDITIONAL TERMS (a) Comcast's obligations hereunder are subject to all Laws and applicable network and carrier guidelines, now enforced or hereafter enacted. (b) This contract, including the rights under it, may not be resold, assigned or transferred by Advertiser without first obtaining the written consent of Comcast; nor may Comcast be required to distribute the Ads hereunder for the benefit of any advertiser other than the party named on the 10. Any resale, assignment, or transfer prohibited hereunder shall be null and void. Failure ofComcast or Advertiser to enforce any of the provisions herein shall not be construed as a general relinquishment or waiver as to that or any other provision. (c) Comcast shall exercise normal precautions in handling property provided by the Advertiser, but assumes no liability for loss or damage to Ad Materials and other property furnished by Advertiser hereunder. (d) All production materials provided by Comcast and used in Ads are and remain the exclusive property of Com cast. (e) Comcast shall only recognize agency commissions that conform to industry standards and practices, and shall have no obligation to pay such commissions. (f) Audience estimates provided are prorated market-level impressions, adjusted based on each network's ad­insertable households by Syscode. Syscode level Ad-Insertable Universe Estimates (AIUEs) for each network are based on quarterly Nielsen Universe Estimates, and adjusted by the percentage of total system Subscribers capable of receiving advertisements. In cases where Nielsen does not provide Universe Estimates for the ad-delivery mechanism of a multichannel channel video programming distributor (MVPD), publicly disclosed Subscriber counts will be used. The information provided may be periodically updated by Comcast. For more information please contact your Advertising Sales Executive.

23

(g) Any ratings and impressions estimates provided by Comcast are based on data provided by Comcast or a third party and are for informational purposes only and may not be used for billing purposes. Comcast's spot and clearance information provided during a broadcast month is preliminary and may vary from fmal verifications and/or invoices. (h) Advertiser will be billed and will be required to pay for Ads based on final invoices. (i) This contract and any lOs under this contract contain the entire agreement between the parties relating to the subject matter hereof, and no change or modification of any of its provisions shall be effective unless made in writing and signed by both parties. Advertiser acknowledges and agrees that any entity that distributes an Ad sold by Comcast hereunder shall be a third party beneficiary of this contract and entitled to enforce rights granted to Comcast hereunder directly against Advertiser. U) This contract shall be interpreted, governed, and construed in accordance with the laws of the State ofNew York without regard to its principles governing conflicts of law. All disputes, controversies or claims that relate in any way to this contract, except collection proceedings brought by Comcast or a collection agency designated by Comcast related to fees owed by Advertiser to Comcast, will be resolved by arbitration in Philadelphia, P A, in accordance with the Commercial Arbitration Rules of the American Arbitration Association.

The award by the arbitrators shall be fmal, and may be enforced in any court having jurisdiction. Further, no action, regardless of form, arising out of or relating to the transactions under this contract, may be brought by Advertiser more than 120 days after the occurrence giving rise to such action. (k) Nothing in this contract shall constitute a partnership or joint venture between the parties or constitute either Advertiser or Comcast a~ the agent of the other for any purpose whatever. (1) If any provision of this contract is amended, invalid, illegal, or unenforceable in any jurisdiction, such provision the remainder of this contract shall remain in full force and effect. (m) Advertiser agrees that Comcast may respond to credit requests from third parties regarding Advertiser's creditworthiness. (n) Advertiser agrees that Comcast may identify it as an advertiser of Comcast in client lists and other marketing materials. Accepted and Agreed Advertiser: --------------------------------------------------Name: ____________________________________________________ ___ Title: ____________________________________________________ __

Authorized Acceptance: -----------------------------------Date: __________________________ _

24

EXHffiiTB PAYMENT TERMS

I. County will use its best efforts to make payment to Contractor upon successful completion and acceptance of the services per Exhibit A within thirty (30) days, upon receipt and approval of invoice.

II. County and Contractor have jointly created and agreed upon the Timeline and Payment Schedule listed in Exhibit B-1 that shall govern the timely performance of Contractor's services. Upon award of this Agreement by County, Contractor shall perform all services under this Agreement in conformance with the schedule.

III. COMCAST will invoice monthly and County will only pay for services performed in accordance with Exhibit A. Invoices will be reviewed for approval by the County. Contractor shall submit all invoices and other documents as required to:

Alameda County Social Services Agency Department of Adult and Aging 6955 Foothill Boulevard, Suite 300 Oakland, CA 94605 Attn: Alicia Morales

Invoices may also be emailed to Alicia Morales at amorales@acgov.org.

IV. Total payment under the terms of this Agreement will not exceed the total amount of $120,000.00. This cost includes all taxes and all other charges.

V. Upon notice to proceed from County, Contractor shall perform in accordance with all terms and conditions of this Agreement and Exhibits and Attachments.

25

EXHffiiTB-1 COMCAST SPOTLIGHT BUDGET SUMMARY

Media Advertising Costs

Linear TV - General Networks

Linear TV - Sports

Premium Digital TV

Premium Digital Video

Editing

Grand Total Costs:

Comcast/ A TT Total$ Zones Berkeley $1,800 Uverse Fremont $3,480 Uverse Hayward $3,384 Uverse Oakland $2,616 Uverse Tri-Valley $5,148 Uverse Berkeley $7,656 Com cast Fremont $10,183 Com cast Hayward $10,548 Com cast Oakland $8,178 Com cast Tri-Valley $19,038 Com cast Sports- All $31,409 Zones Digital $16,560 TVNideo Total $120,000

Total Units 1,644

1,644

1,644

1,644

1,644

1,716

1,716

1,716

1,716

1,716

28

n/a

16,828

Population

6,851

7,458

12,458

10,338

9,911

65,991

49,600

72,642

68,401

68,643

372,293

n/a

744,586

26

$90,000.00

$14,850.00

$7,500.00

$7,500.00

$ 150.00

$120,000.00

Impressions

51,422

54,290

90,761

77,053

71,918

368,003

261,243

417,371

385,870

407,909

350,960

414,000

2,950,800

Reach 0/o

96.0%

96.0%

96.0%

96.0%

96.0%

96.0%

96.0%

96.0%

96.0%

96.0%

50.1%

n/a

91.8%

Frequency

7.8

7.6

7.6

7.8

7.6

5.8

5.5

6.0

5.9

6.2

1.9

n/a

6.3

EXHffiiTB-1 COMCAST SPOTLIGHT BUDGET SUMMARY

Notes: • All spots scheduled are. subject to availability at time of booking. • Missed weekly spots will be made good within 4 weeks on a network ordered within

tier. • Total spots will be made good during schedule' s flight period (10/2/17 to 01131/18). • Commercial Edit cost will be offset from spots in schedule (dollar for dollar).

Glossary: • Population - # of cable homes reached by zone • Impressions - # of views delivered to individuals in the cable home • Reach - total # ofhomes reached by schedule by zone • Frequency-# of times individuals in the cable homes are exposed to the ad

27

A

B

c

D

EXHIBITC

COUNTY OF ALAMEDA MINIMUM INSURANCE REQUIREMENTS

Without limiting any other obligation or liability under this Agreement, the Contractor, at tts sole cost and expense, shall secure and keep in force during the entire term of the Agreement or longer, as may be specified below, the following insurance coverage, limns and endorsements:

Commercial General Liability Premises Liability; Products and Completed Operations; Contractual Liability; Personal! and Commercial or Business Automobile Liability All owned vehicles, hired or leased vehicles, non-owned, borrowed and permissive uses. Personal Automobile Liability is acceptable for individual contractors with no

related activities Workers' Compensation (WC) and Employers Liability (EL)

for all contractors with "'"'""v""" Professional Liability/Errors & Omissions Includes endorsements of contractual

$1 ,000,000 per occurrence (CSL) Bodily Injury and Property Damage

$1 ,000,000 per occurrence (CSL} Any Auto Bodily Injury and Property Damage

WC: Limits EL: accident for bodi $1,000,000 per occurrence

or disease

E Endorsements and Conditions:

1. ADDITIONAL INSURED: All insurance required above with the exception of Professional Liability, Personal Automobile Liability, Workers' Compensation and Employers Liability, shall be endorsed to name as additional insured: County of Alameda, its Board of Supervisors, the individual members thereof, and all County officers, agents, employees and representatives.

2. DURATION OF COVERAGE: All required insurance shall be maintained during the entire term of the Agreement with the following exception: Insurance policies and coverage(s) written on a claims-made basis shall be maintained during the entire term of the Agreement and until 3 years following termination and acceptance of all work provided under the Agreement, with the retroactive date of said insurance (as may be applicable) concurrent with the commencement of activities pursuant to this Agreement.

3. REDUCTION OR LIMIT OF OBLIGATION: All insurance policies shall be primary insurance to any insurance available to the Indemnified Parties and Additionallnsured(s). Pursuant to the provisions of this Agreement, insurance effected or procured by the Contractor shall not reduce or limit Contractor's contractual obligation to indemnify and defend the Indemnified Parties.

4. INSURER FINANCIAL RATING: Insurance shall be maintained through an insurer with a minimum A.M. Best Rating of A- or better, with deductible amounts acceptable to the County. Acceptance of Contractor's insurance by County shall not relieve or decrease the liability of Contractor hereunder. Any deductible or self-insured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor. Any deductible or self-insured retention amount or other similar obligation under the policies shall be the sole responsibility of the Contractor.

5. SUBCONTRACTORS: Contractor shall include all subcontractors as an insured (covered party) under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

6. JOINT VENTURES: If. Contractor is an association, partnership or other joint business venture, required insurance shall be provided by any one of the following methods:

Separate insurance policies issued for each individual entity, with each entity included as a "Named Insured (covered party), or at minimum named as an "Additional Insured" on the other's policies. Joint insurance program with the association, partnership or other joint business venture included as a "Named Insured.

7. CANCELLATION OF INSURANCE: All required insurance shall be endorsed to provide thirty (30) days advance written notice to the County of cancellation.

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

- SSA Contracts Office: 1111 Jackson Street, 1st Floor, Oakland, CA 94607 - Alameda Cou Risk Unit: 125 12th 3rd Floor CA 94607

Certificate C-2 Page 1 of 1 Form 2001-1

28

ACORD8

CERTIFICATE OF LIABILITY INSURANCE 1 DATE (MM/DD/YYYY)

~ 08/31/2017

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER ~~~t~CT MARSH USA INC.

r1JgNJo. Extl: I FAX 1717 Arch Street iAIC Nol: Philadelphia, PA 19103-2797 ~t'DA~~SS : Attn: Comcast.Certs@marsh.com Fax: 212-948-0360

INSURER($) AFFORDING COVERAGE NAICII

INSURER A : ACE American Insurance Company 22667 INSURED INSURER B : Indemnity Ins Co Of North America 43575

COMCAST OF CALIFORNINCOLORADO/ WASHINGTON I, INC. INSURER C : ACE Prooertv And CasuallY Ins Co 20699 PO BOX 742637 INSURER D : ACE Fire Underwriters Co 20702 LOS ANGELES, CA 90074

INSURER E : Agri General Insurance Company 42757

INSURERF :

COVERAGES CERTIFICATE NUMBER· CLE..(){)5522918..()2 REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO All THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR ADDL :SUBR I ~~~~J%/J~1 ~ ~~~M%~, LTR TYPE OF INSURANCE INSD IWVD POLICY NUMBER LIMITS

A X COMMERCIAL GENERAL LIABILrrY XSLG27859264 12/01/2016 12/01/2017 EACH OCCURRENCE $ 4,900,000 ~

~ CLAIMS-MADE 0 OCCUR ~~~~S YE~~i;'encel $ 4,900,000 r--x SIR: $100,000 MED EXP (Any one person) $ 10,000 ~

4,900,000 PERSONAL & ADV INJURY $ r--25,000,000 ~'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $

D PRO- D PRODUCTS - COMP/OP AGG $ 6,000,000 POLICY JECT LOC

OTHER: $

A AUTOMOBILE LIABILITY ISAH09051569 12/01/2016 12/01/2017 1i:~~~~~~~INGLE LIMIT $ 5,000,000 X ANYAUTO BODILY INJURY (Per person) $ - OWNED - SCHEDULED BODILY INJURY (Per accident) $ - AUTOS ONLY - AUTOS

HIRED NON-OWNED _fp~?~~~J;;;_E_AMAGE $ - AUTOS ONLY - AUTOS ONLY

$

1.,; X UMBRELLA LIAB M OCCUR

XOO G27924840 002 12A11/2016 12/01/2017 EACH OCCURRENCE $ 10,000,000 -

10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $

OED I X I RETENTION$ $ B WORKERS COMPENSATION WLRC49105071 (AOS) l:o!Nl/£Ulb 12A11/2017 X I ~~~TUTE I I OTH-

AND EMPLOYERS' LIABILITY ER A YIN WLRC49105083 (CA, MA) 12/01/2016 12A1112017

ANYPROPRIETOR/PARTNERIEXECUTIVE 0 E.l. EACH ACCIDENT $ 2,000,000 D OFFICER/MEMBER EXCLUDED? NIA

SCFC49105095 (WI) 12A11/2016 12/01/2017 (MandatOf)' In NH) E.l. DISEASE - EA EMPLOYEE $ 2,000,000

E ~~~t~'f~ O~~PERATIONS below WLRC49105101 (TN) 12/01/2016 12A11/2017

E.l. DISEASE- POLICY LIMIT $ 2,000,000

A Excess Workers Compensation WCUC49105113 (WA) 12A11/2016 12/01/2017 Ea Ace/Dis Employee/Dis PoliCJ 2,000,000

SIR 5,000,000

DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101 , Additional Remarks Schedule, may be attached If more space Is required)

Alameda County Social Services Agency is included as Add~ionallnsured with respect to General Uability policy and Automobile Liability Policy where required by written oontract with the Named Insured.

CERTIFICATE HOLDER CANCELLATION

Alameda County Social Services Agency SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 1111 Jackson Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Oakland, CA 94607 ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE of Marsh USA Inc.

1 Manashi Mukherjee -M.A'VUOO~ ~

© 1988-2016 ACORD CORPORATION. All rights reserved.

ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD

NOTICE: THESE POLICY FORMS AND THE APPLICA.BLE RATES ARE EXEMPT FROM THE FILING REQUIREMENTS OF THE NEW YORK INSURANCE LAW AND REGULATIONS. HOWEVER, THE FORMS AN~ RATES MUST MEET THE MINIMUM STANDARDS OF ll1E NEW YORK INSURANCE LAW AND REGULATIONS.

ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION

'Name1nnsurea 'Endorsement N umlllir Comcaat eO.rpora.tiC?n

Polley Syinbol I ~llcy'Number I PollcyPeriod ·arecll\le Date of Endorsement XSL G27859264 12/01/2016 to 12/'01(2017 Au quat 31, 2017

Jssueo By (Name or Insurance COmpany} ' ACE American I·nauranee Company

rnsert1he po11cy number. The remainder of the Information Is to be completed only when thiS endorsement Is lssueo subsequent to the preparellon or tile policy.

ntiS ENDORSEMENT CHANGES ntE POLICY. PLEASE READ IT CAREFULLY.

This endorsement modifies insurance provided under the follow.ing:

EXCESS COMMERCIAL GE~ERAL LIABILITY POLICY

SCHEDULE Name of Person or Or.ganiution: County of Alameda, its Board of Superv.isors, the individual m~mbers thereof, and all County officers a_gents, 1!f11ployee~ and ff.!PJJ.!sentatives.

A. Section II - Yfho Is An Insured is amen (jed to inqlude as an aqditional insl!red the_person(s) or organization(s) shown in the Schedule, but only With respecfto liability for "bodily injury", "pr!)perty damage" or ··'Personal and adv~rtising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your .behalf:

1. In the performance of your ongoing operations; or

2. In connection with your premises owned by or rented to you.

However:

1. The insurance afforded to such additional insured only applies to 1he extent permitted by law; and

2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured.

B. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Umits Of Insurance And Retq.ined Limit:

H coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behaH of the additional insured is the amount of insurance:

1. Required by the contract or agreement; or

XS-6W25b (04/13) Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 2 aass Code: 2-14057

2. Available under the applicable Umits of Insurance shown in the Declarations;

whichever is less .

This endorsement shall not increase the applicable Umits of Insurance ·shown in the Dedarations .

XS-6W25b (04/13) Includes copyrighted material of Insurance Services Office, Inc., with its permission . aass Code: 2-14057

Page 2 of 2

Attn.: Conlract Review:

Counlr d Alamedl Request for llntlll'lftce Waiver or CtllltQe

(To be compleltd by the Conhcting ~ Fax or QIC to: Risk Management Urit

FIX 272-8815 Cl' 2-8815 I QIC 28Sl5 ~ . . -" J 4 <tl ette:. -;F(USD L Phone: s I 0

(Sr. Risk & lnaunnce Analyst)

3. FarWorbrl' Compenulian Waiver, pluse have Cantrac:tDr sign this dtclarltlon: Dedaration:.

Wttb respect to tbe ·abcJvo.rncntioD business. I be:reb)' warnDt that the ....._ Ills no cmpl~ CJihao than the 0W1J«i. alliccn, directms, I* liMn or adler plnuipels who have elecDd 1o be exempt *om Weds's Compenaaflm cownae in accardlnce with Calitbmla law.

I fbrther 'WU'l'8ld tbat I undcntaacl the requirements ofScctioo 3700 et aeq. oflhc California Lllbor' Coclo with respect to proriding W«ker's Compensatioo covvap fill' any emplo)ece of the above madicncd lmaines&. I agree 1o comply with tbe coclo requirements IDd all other applicable laws and regubltiana reprding 'WOdten CC!IIIpalsation, payroll tax.e1, FICA and tax widlboldiq and similar employment i--. I 1brtiJ. ....-to hold tho Cclunty of A1ameda barml .. from k8 m liability -wbk:b 1119ll'ile &em tbe &ilure of 1bo a~martiaaocl businell to CCIIDpiJ with any IUCb laws « rcp1ltials. I tbere&lre request tb1t tbe Camty of Al.meda wane its requirement fbr evidence of Worbn' Compellsaticla iDiurMce in COODIIdim with the~ wo:k.

Tille

4. A.ee lltac:h • copy flf the Scope of ServlceL :&U&US S U& l 1 uu · H Ul JSUULI UUU .. t t l &LLMtlta&AM t *i ... &I&IAi .. &ill& ..... &iiiiiiU ...... ::Izi:&l&M** ... IUM.U&iiAAUUaa&U*UUM&t

EXHffiiTD

COUNTY OF ALAMEDA DEBARMENT AND SUSPENSION CERTIFICATION

(Applicable to all agreements funded in part or whole with federal funds and contracts over $25,000).

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

• Is not currently under suspension, debarment, voluntary exclusion, or

determination of ineligibility by any federal agency;

• Has not been suspended, debarred, voluntarily excluded or determined ineligible by

any federal agency within the past three years;

• Does not have a proposed debarment pending; and

• Has not been indicted, convicted, or had a civil judgment rendered against it by a

court of competent jurisdiction in any matter involving fraud or official misconduct

within the past three years.

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

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

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

CONTRACTOR: COMCAST SPOTLIGHT INC.

Director of Sales

29

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!ENTITY lcoMCAST SPOTLIGHT, INC. Status :Active

DUNS: 145933979 +4: CAGE Code: 54Z97 DoDAAC:

Expiration Date: Jul 6, 2018 Has Active Exclusion?: No Debt Subject to Offset?: No

Address: 141 Park of Commerce Dr City: Savannah State/Province: GEORGIA ZIP Code: 31405-1356 Country: UNITED STATES

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QUESTIONNAIRE FOR DETERMINJNG THE wiTHHOLDING STATUS

INSTRUCTIONS: This questionnaire is to be completed by the County department for services contracts and must be included as part of the contract package. Be sure to answer all of the questions in Sections I and II and to complete the certifications on page 2. Sections ill and IV contain supplemental questions to be answered for contractors in certain service categories.

CONTRACTOR NAME: COMCAST CABLE HOLDING, DBA COMCAST SPOTLIGHT INC.

DEPT#: SOCSA

TITLE/SERVICE: Elder Abuse Public Awareness Campaign

DEPT. CONTACT: Karen Obidah PHONE: 510-267-8608

I . INFORMATION ABOUT THE CONTRACTOR YES NO

1. Is the contractor a corporation or partnership? ( x ) ( )

2. Does the contractor have the right per the contract to hire others to do the work ( x ) ( ) agreed to in the contract?

3. If the answer to BOTH questions is YES, provide the employer ID number here: 232084784 No other questions need to be answered. Withholding is not required.

4. If the answer to question 1 is NO and 2 is YES, provide the individual social security number here:

No other questions need to be answered. Withholding is not required.

5. If the answer to question 2 is NO, continue to Section II.

n. RELATIONSHIP OF THE PARTIES YES NO

1. Does the County have the right to control the way in which the work will be ( ) ( ) done, i.e., will the County be able to specify the sequence of steps or the processes to be followed if it chooses to do so?

2. Is the contractor restricted from performing similar services for other businesses ( ) ( ) while he is working for the County? ·

3. Will the contractor be working for more than 50% of the time for the County ( ) ( ) (50%= 20 hrs/wk; 80 hrs/mo)?

4. Is the relationship between the County and the contractor intended to be ( ) ( ) ongoing?

m. FOR CONSULTANTS, PROJECT MANAGERS, PROJECT YES NO . COORDINATORS

1. Is the contractor being hired for a period of time rather than for a specific ( ) ( ) project?

1

2. Will payment be based on a wage or salary (as opposed to a commission or ( ) ( ) lump sum)?

IV. FOR PHYSICIANS, PSYCHIATRISTS, DENTISTS, PSYCHOLOGISTS YES NO

1. Will the agreement be with an individual who does not have an outside ( ) ( practice?

2. Will the contractor work more than an average of ten hours per week? ( ) ( IF THE ANSWER TO QUESTION 2 IS YES, ANSWER QUESTION 3.

3. Will the County provide more than 20% of the contractor' s income? ( ) (

4. If the answer to either question 2, or if required, question 3 is NO, the entire answer is NO.

A "YES" answer to any of the questions in Section II, or, if applicable, Sections ill or IV constitutes justification for paying the contractor through the payroll system as an "employee for withholding purposes."

CERTIFICATIONS:

I hereby certify that the answers to the above questions accurately reflect the anticipated working relatio · . or this contract.

)

)

)

Agency/Department Head/Designee Signature

Printed Name

2