REPORT/RECOMMENDATION TO THE BOARD OF SUPERVISORS
OF SAN BERNARDINO COUNTY
AND RECORD OF ACTION
September 1, 2026
FROM
MARTHA GUZMAN-HURTADO, Chief Communications Officer, County Administrative Office
SUBJECT
Title
General License for axaio software GmbH for MadeToTag Desktop Subscription
End
RECOMMENDATION(S)
Recommendation
Approve the General License and Support Terms for Software Subscriptions with axaio software GmbH, which includes non-standard terms, for seven MadeToTag Desktop licenses for Adobe InDesign, in the approximate amount of $4,772.22, for a two-year subscription term, effective upon downloading the software with automatic renewal unless terminated at least one month prior to the annual renewal.
(Presenter: Martha Hurtado-Guzman, Chief Communications Officer, 387-2220)
Body
COUNTY AND CHIEF EXECUTIVE OFFICER GOALS & OBJECTIVES
Improve County Government Operations.
Operate in a Fiscally-Responsible and Business-Like Manner.
Foster Sustainable Development Through Strategic Partnerships.
FINANCIAL IMPACT
Approval of this item will not result in use of Discretionary General Funding (Net County Cost). axaio software GmbH (Axaio) is based in Berlin, Germany, and the subscription price is quoted in euros. The quoted cost for seven MadeToTag Desktop licenses for Adobe InDesign for a two-year subscription term is €4,130. Based on the European Central Bank reference exchange rate on August 10, 2026, of 1 euro to $1.1555, the quoted amount is approximately $4,772.22. The actual U.S. dollar amount paid may vary based on the exchange rate in effect when payment is processed. Sufficient appropriation is included in the County Communication Group (CCG) 2026-27 budget.
BACKGROUND INFORMATION
CCG creates and publishes public-facing communications, including websites, brochures, program guides, reports, flyers, and other informational materials. CCG uses Adobe InDesign to create many of its print and digital publications. These materials are frequently distributed electronically, including as Portable Document Format (PDF) files posted on County websites or provided through other digital channels. When a PDF is untagged or is not properly structured, individuals who use screen readers or other assistive technologies may be unable to navigate the document, understand its content, or access information in the same manner as other members of the public.
In April 2024, the United States Department of Justice amended the regulations implementing Title II of the Americans with Disabilities Act (ADA) to establish specific technical requirements for web content and mobile applications provided by state and local governments. The rule generally requires covered web content and mobile applications to conform to the Web Content Accessibility Guidelines, Version 2.1, Level AA. The current compliance date for the County is April 26, 2027. Conventional electronic documents, including PDF files made available as web content, are within the scope of the rule, subject to the exceptions provided in the regulations.
For electronic documents subject to the rule, remediation may include correcting document tags and structure, establishing a logical reading order, identifying headings, lists, and tables, adding alternative text to meaningful images, and ensuring that document language and other accessibility features are properly applied. Remediated documents would also be reviewed and tested for accessibility to verify conformance with the Web Content Accessibility Guidelines, Version 2.1, Level AA, before being posted or redistributed electronically.
MadeToTag Desktop is an Adobe InDesign plug-in developed by Axaio that assists users with preparing InDesign documents and exporting accessible, tagged PDFs designed to conform to the PDF and Universal Accessibility standard. The software provides a guided workflow for assigning semantic document structure, establishing a logical reading order, adding alternative text for meaningful images, identifying headings and lists, structuring tables, applying document language and metadata, checking for certain accessibility errors, and exporting a tagged PDF. Incorporating these accessibility elements in the source document provides a more efficient and consistent process than relying primarily on manual remediation after a PDF has been created.
The General License and Support Terms for Software Subscriptions (License) is Axaio’s standard terms and conditions and differs or omits certain County standard contract terms. The non-standard and missing terms include the following:
1. Axaio is headquartered in Berlin, Germany and the terms and conditions of the License are governed by the laws of the Federal Republic of Germany. Per County Policy 11-05, Board of Supervisors (Board) approval is required for all agreements with governing law outside of the United States.
• The County standard contract requires California governing law.
• Potential Impact: The License will be interpreted under the laws of the Federal Republic of Germany. Any questions, issues or claims that arise under this License will require the County to hire outside counsel competent to advise on the laws of the Federal Republic of Germany.
2. Venue for disputes arising under the License is in Berlin, Germany.
• County Policy 11-05 requires venue for disputes in the Superior Court of California, County of San Bernardino, San Bernardino District.
• Potential Impact: Having a venue in Berlin, Germany will result in additional expenses if a dispute arises regarding this License.
3. The term of the License will automatically renew for one year unless cancelled in writing at least one month before the end of the current term.
• County Policies 11-05 and 11-06SP1 do not permit indefinite term or automatically renewing contracts except for end user license agreements, software/hardware licenses and subscriptions, and master service agreements or unless approved by the Board.
• Potential Impact: If the County desires to stop using the MadeToTag Desktop, the County must provide written notice to cancel the License at least one month before the end of the current term of the License.
4. There is no termination for convenience.
• The County standard contract gives the County the right to terminate the contract, for any reason, with a 30-day written notice of termination without any obligation other than to pay amounts for services rendered and expenses reasonably incurred prior to the effective date of termination.
• Potential Impact: The County can only cancel the License by providing written notice of the cancellation at least one month before the end of the current term of the License. Failure to meet this deadline may result in the County being responsible for the cost of another year of the License.
5. The License states Axaio is not responsible for consequential damages, lost profits, or data loss to the extent permitted under the laws of the Federal Republic of Germany.
• The County standard contract does not include a limitation on damages.
• Potential Impact: County claims for the identified damages may not be recoverable from Axaio.
6. The License does not require Axaio to meet the County’s insurance standards as required pursuant to County Policies 11-05, 11-07 and 11-07SP.
• County policy requires contractors to carry appropriate insurance at limits and under conditions determined by the County’s Risk Management Department and as set forth in County policy and in the County standard contract.
• Potential Impact: The County has no assurance that Axaio will be financially responsible for claims that may arise under the License.
7. The License does not require Axaio to indemnify the County, as required by County Policies 11-05 and 11-07, including for intellectual property infringement claims.
• The County standard contract indemnity provision requires the contractor to indemnify, defend, and hold County harmless from third party claims arising out of the acts, errors or omissions of any person. The standard contract provision for intellectual property indemnity is: Contractor will indemnity, defend, and hold harmless County and its officers, employees, agents and volunteers, from any and all third-party claims, costs (including without limitation reasonable attorneys’ fees), and losses for infringement of any patent, copyright, trademark or trade secret (Intellectual Property Rights) by any goods or services.
• Potential Impact: Axaio is not required to defend, indemnify or hold the County harmless from any claims, including indemnification for claims arising from Axaio’s negligence or intentional acts and intellectual property infringement. If the County is sued for any claim, including intellectual property infringement based on its use of Axaio’s software, the County may be solely liable for the costs of defense and damages.
8. The License does not require the County’s approval for the assignment of the License.
• The County standard contract requires that the County must approve any assignment of the contract.
• Potential Impact: Axaio could assign the License to a third party or business with which the County is legally prohibited from doing business due to issues of Federal debarment or suspension and conflict of interest, without the County’s knowledge.
9. There is no provision in the License addressing each party’s responsibility for paying attorneys’ fees.
• The County standard contract requires each party to bear its own costs and attorney fees, regardless of who is the prevailing party.
• Potential Impact: County Counsel cannot advise on whether and to what extent the laws of the Federal Republic of Germany may affect a party’s requirement to pay the prevailing party’s attorneys’ fees and costs in a legal action where no specific provision is included in the License.
The CCG recommends approval of the License, including the non-standard terms, because it will allow staff to use MadeToTag Desktop for new and substantially revised public-facing documents created in Adobe InDesign and distributed as PDFs through County websites or other digital channels. Staff will continue to perform accessibility review and testing because the software is a production tool and does not, by itself, guarantee compliance with every applicable accessibility requirement.
PROCUREMENT
The Purchasing Department supports this non-competitive procurement with Axaio for MadeToTag Desktop for Adobe InDesign subscription licenses based on Axaio's specialized ability to provide an accessibility workflow that integrates directly with Adobe InDesign. Axaio will provide seven licenses for a two-year subscription term designed to support CCG’s accessibility objectives by enabling staff to prepare and export accessible, tagged PDF files from Adobe InDesign, improve the consistency of accessible document production, and support preparation for the April 26, 2027 ADA Title II web accessibility compliance date. The requested licenses must be obtained through Axaio to secure the MadeToTag functionality and direct Adobe InDesign integration identified by CCG to support the County's document accessibility requirements.
REVIEW BY OTHERS
This item has been reviewed by County Counsel (Julie Surber, Principal Assistant County Counsel, 387-5455) on August 11, 2026; Purchasing (Ariel Gill, Supervising Buyer, 387-2070) on August 17, 2026; and County Finance and Administration (Carl Lofton, Administrative Analyst, 387-5404) on August 17, 2026.