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Agreement for HdL Services Exhibit C— General Terms and Conditions b. Confidential Information. HdL shall treat all Agency Data, including but not limited to remote access, such as instructions, user IDs and Passwords, as confidential information. c. Data Access. HdL shall not access City user accounts or City data, except (1) in the course of data center operations, (2) in response to service or technical issues, (3) as required by the express terms of this Agreement, or (4) at City's written request. d. Data Protection. Protection of personal privacy and data shall be an integral part of the business activities of HdL to ensure there is no inappropriate or unauthorized access or use of Agency Data at any time. To this end, HdL shall safeguard the confidentiality, integrity and availability of Agency Data and comply with the following conditions: i. Electronic Commerce. HdL shall protect Agency Data in accordance with the Payment Card Industry Data Security Standard (PCI DSS) on behalf of the City, relating to City activities when cardholder information is entered, accessed, transferred, stored or processed by HdL or through their system. ii. HdL shall not use any information collected in connection with the services performed under this Agreement for any purpose other than fulfilling the service without the City's express written consent. 3. OPTIONAL SERVICES. Optional services beyond the scope of this Agreement are available at HdL's hourly rates in effect at the time service is requested. HdL will provide City a Statement of Work specifying the scope, timeline, and cost for the requested service. Depending on the personnel assigned to perform the work, HdL's standard hourly rates range between $75 and $275 per hour. 4. MISCELLANEOUS EXPENSES. HdL will notify CITY of any miscellaneous expenses and request authorization to proceed. HdL will not be reimbursed for any miscellaneous expenses unless pre -authorized by CITY. Miscellaneous expenses may include travel, lodging and meal expenses, and other expenses which are above and beyond the ordinary expenses associated with performance of this Agreement. 5. PRICING ADJUSTMENTS. All pricing listed in this Agreement will be honored during initial implementation of the services. Any additional/optional services needed after services are active will be provided using the pricing currently established at the time the service is requested. 6. LICENSE, PERMITS, FEES AND ASSESSMENTS. HdL shall, at their expense, obtain and maintain a valid Redwood City business license during the terms of this Agreement. 7. INSURANCE REQUIREMENTS. HdL shall obtain and maintain for the duration of this Agreement insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the Services by HdL or HdL's agents, representatives, employees or subcontractors. The insurance carrier is required to maintain an A.M. Best rating of not less than "A -:VII". A. Coverages and Limits. HdL, at its sole expense, shall maintain the types of coverages and minimum limits indicated below, unless otherwise approved by City in writing. These minimum amounts of coverage will not constitute any limitations or cap on HdL's indemnification obligations under this Agreement. i. Commercial General Liability Insurance. HdL shall maintain occurrence -based coverage with limits not less than $1,000,000 per occurrence. If the submitted policies contain aggregate limits, such limits will apply separately to the Services, project, or location that is the subject of this Agreement or the aggregate will be twice the required per occurrence limit. The Commercial General Liability insurance policy shall be endorsed to name the City, its officers, agents, REV: 02-28-19 PR ATTY/AGR.2019.049/HDL Prime Business License & TOT Software