HomeMy WebLinkAboutP-21-501 ClearStar Agreement.pdf P-21-501
1 AGREEMENT
2
3 THIS AGREEMENT ("Agreement") is made and entered into this 27 day of January
4 2022 ("Effective Date"), by and between the COUNTY OF FRESNO, a political subdivision of the state of
5 California ("COUNTY"), and ClearStar, Inc. dba Employment Screening Resources, a Georgia corporation,
6 whose address is 6250 Shiloh Rd, Suite 300, Alpharetta, GA 30005 ("CONTRACTOR").
7 WITNESSETH:
8 WHEREAS, CONTRACTOR is a Consumer Reporting Agency ("CRA") that provides national and
9 international background screening, substance abuse testing, occupational health screening, verifications
10 of employment, education and licensure, as well as other screening services ("Services");
11 WHEREAS, CONTRACTOR, through its partnership with Govern mentJobs.com, Inc. dba
12 NEOGOV ("NEOGOV"), COUNTY's vendor for human resources software, offers automated applicant
13 facing screening processes through its integrated background check solution;
14 WHEREAS, COUNTY wishes to engage CONTRACTOR to obtain the Services and integrated
15 background check solution for pre-employment screening to assist the COUNTY in the hiring of new
16 employees and promotional candidates;
17 WHEREAS, CONTRACTOR is willing to provide Services to COUNTY on the terms and subject to
18 the conditions as set forth herein; and
19 WHEREAS, COUNTY and CONTRACTOR desire to execute this Agreement to set out the rights
20 and responsibilities of each of the parties.
21 NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
22 contained, the parties hereto agree as follows:
23 1. OBLIGATIONS OF THE CONTRACTOR
24 CONTRACTOR agrees to provide the services as detailed in the CONTRACTOR's Terms of
25 Service, attached as Exhibit B and incorporated by this reference.
26 2. OBLIGATIONS OF COUNTY
27 COUNTY agrees to comply with the applicable sections related to COUNTY's obligations, as
28 detailed in Exhibit B.
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1 3. TERM
2 The term of this Agreement shall be for a period of one (1) year, commencing on Effective Date,
3 through and including the last day of the one-year period. This Agreement may be extended for two (2)
4 additional consecutive twelve (12) month periods upon written approval of both parties no later than thirty
5 (30) days prior to the first day of the next twelve (12) month extension period. The Director of Human
6 Resources or his or her designee is authorized to execute such written approval on behalf of COUNTY,
7 based on CONTRACTOR'S satisfactory performance.
8 4. TERMINATION
9 A. Non-Allocation of Funds—The terms of this Agreement, and the services to be
10 provided hereunder, are contingent on the approval of funds by the appropriating government agency.
11 Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
12 terminated, at any time without penalty by giving the CONTRACTOR thirty (30) days advance written
13 notice.
14 B. Breach of Contract—The COUNTY may immediately suspend or terminate this
15 Agreement in whole or in part, where in the determination of the COUNTY there is:
16 1) An illegal or improper use of funds;
17 2) A failure to comply with any term of this Agreement;
18 3) A substantially incorrect or incomplete report submitted to the COUNTY;
19 4) Improperly performed service.
20 In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any breach
21 of this Agreement or any default which may then exist on the part of the CONTRACTOR. Neither shall such
22 payment impair or prejudice any remedy available to the COUNTY with respect to the breach or default.
23 The COUNTY shall have the right to demand of the CONTRACTOR the repayment to the COUNTY of any
24 funds disbursed to the CONTRACTOR under this Agreement, which in the judgment of the COUNTY were
25 not expended in accordance with the terms of this Agreement. The CONTRACTOR shall promptly refund
26 any such funds upon demand.
27 C. Without Cause— Under circumstances other than those set forth above, this
28 Agreement may be terminated by COUNTY by giving thirty (30) days advance written notice of an intention
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1 to terminate to CONTRACTOR.
2 5. COMPENSATION/INVOICING: COUNTY agrees to pay CONTRACTOR and
3 CONTRACTOR agrees to receive compensation according to the rates detailed in Exhibit C ("Contract
4 Pricing"). Prices do not include third-party access or processing fees that may be incurred by
5 CONTRACTOR in connection with the Services rendered. These fees include but are not limited to: state
6 criminal record access fees, motor vehicle record access fees, county criminal record court fees, access
7 fees charged by licensing authorities to verify licenses or credentials, third-party employment history
8 services, third-party education history services, drug screening and occupational health collection and
9 testing fees, and international in-country acquisition fees ("Third-Party Fees"). Such fees are set by third
10 parties, and are subject to modification by the source without prior notice to CONTRACTOR. Third-Party
11 Fees are passed through to COUNTY without markup or handling charges of any kind.
12 COUNTY and CONTRACTOR shall together compile a master list of COUNTY departments
13 utilizing this Agreement. CONTRACTOR shall submit monthly invoices referencing the provided agreement
14 number, either electronically or via mail, in triplicate to each such department in arrears following the final
15 date of service in each calendar month.
16 In no event shall compensation paid for services performed under this Agreement provided by
17 CONTRACTOR during the initial one (1)year term of this Agreement exceed $66,666.00. In the event this
18 Agreement is extended for an additional one-year renewal term, an additional $66,666.00 compensation
19 may be paid during the first renewal term. In the event this Agreement is extended for a second one-year
20 renewal term, an additional $66,666.00 may be paid during the second renewal term. Any unused funds
21 may be carried from the initial term to any extension term, and from the initial extension term to the
22 subsequent extension term. In no event shall compensation paid for services performed under this
23 Agreement exceed $199,998.00 during the term of this Agreement. It is understood that all expenses
24 incidental to CONTRACTOR'S performance of services under this Agreement shall be borne by
25 CONTRACTOR. COUNTY shall pay CONTRACTOR within forty-five (45) days of receipt of an approved
26 invoice.
27 6. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations
28 assumed by CONTRACTOR under this Agreement, it is mutually understood and agreed that
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1 CONTRACTOR, including any and all of the CONTRACTOR'S officers, agents, and employees will at all
2 times be acting and performing as an independent contractor, and shall act in an independent capacity and
3 not as an officer, agent, servant, employee,joint venturer, partner, or associate of the COUNTY.
4 Furthermore, COUNTY shall have no right to control or supervise or direct the manner or method by which
5 CONTRACTOR shall perform its work and function. However, COUNTY shall retain the right to administer
6 this Agreement so as to verify that CONTRACTOR is performing its obligations in accordance with the
7 terms and conditions thereof.
8 CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules and
9 regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof.
10 Because of its status as an independent contractor, CONTRACTOR shall have absolutely no right
11 to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be solely liable
12 and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In
13 addition, CONTRACTOR shall be solely responsible and save COUNTY harmless from all matters relating
14 to payment of CONTRACTOR'S employees, including compliance with Social Security withholding and all
15 other regulations governing such matters. It is acknowledged that during the term of this Agreement,
16 CONTRACTOR may be providing services to others unrelated to the COUNTY or to this Agreement.
17 7. MODIFICATION: Any matters of this Agreement maybe modified from time to time by the
18 written consent of all the parties without, in any way, affecting the remainder.
19 8. CONTRACTOR DISCLAIMER OF WARRANTY AND LIMITED LIABILITY.
20 A. CONTRACTOR represents and warrants that: (a) it is duly organized and validly
21 existing under the laws of its state of incorporation or other formation; (b) it has the right, power and
22 authority to enter into this Agreement and that it and its employers, subcontractors, suppliers, and vendors
23 have the same to fully perform all of its obligations hereunder and that the execution of this Agreement has
24 been duly authorized by all necessary corporate action; (c) entering into, and fully performing all of its
25 obligations under, this Agreement does not and will not violate nor conflict with any agreement or obligation
26 existing between CONTRACTOR and any third party; (d) CONTRACTOR has obtained all necessary
27 releases, consents, rights, licenses, permits, approvals, representations, warranties and assignments prior
28 to commencement of the Services and provision of the Services for COUNTY; (e)to its actual knowledge
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1 and without having conducted a company-wide audit to confirm for purposes of this Agreement; it and its
2 officers, directors and key employees have never been investigated for, charged with, placed under
3 indictment or consent decree for, or convicted of any felony or any other crime involving moral turpitude; (f)
4 the Services will be provided free and clear of any and all third party liens, assignments, mortgages,
5 security interests or encumbrances of any kind; (g) it is solvent and not in default of any material obligation,
6 loan or debt; (h) CONTRACTOR's assets, at a fair valuation, exceed its liabilities, and CONTRACTOR is
7 able, and will continue to be able during the term of this Agreement, to meet its debts as they mature; and
8 (i)the ability of CONTRACTOR to continue as a going concern is not dependent on the transactions
9 contemplated herein or CONTRACTOR's ability to raise additional funds.
10 B. COUNTY recognizes that information is obtained from and managed by fallible
11 sources where CONTRACTOR is neither the maker nor the keeper of the information provided or reported
12 it cannot ensure the accuracy or the completeness of the content, ensure the suitability and fitness for a
13 particular purpose or guarantee the identity of the consumer. Therefore, even though every reasonable
14 effort is made to ensure the accuracy, CONTRACTOR does not act as the final guarantor of the
15 information's accuracy or completeness. CONTRACTOR does not guarantee, represent or warrant that tis
16 services will prevent any loss, that is services may not be circumvented or that its services will in all cases
17 provide the protection or information for which the services were intended. NOTWITHSTANDING THE
18 FORGOING, NOTHING HEREIN SHALL BE DEEMED TO WAIVE OR LIMIT CONTRACTOR'S
19 LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY RESULTING FROM CONTRACTOR'S
20 FAILURE TO PROPERLY PERFORM THE SERVICES OR FROM CONTRACTOR'S FAILURE TO
21 ACCURATELY AND COMPLETELY REPORT TO COUNTY ANY INFORMATION THAT IT OBTAINS
22 FROM PERFORMING THE SERVICES.
23 C. COUNTY understands that CONTRACTOR obtains the criminal information in its
24 consumer reports and investigative consumer reports from various third-party sources "AS IS" and,
25 therefore, is providing the information to COUNTY"AS IS." EXCEPT AS OTHERWISE SET FORTH IN
26 THIS AGREEMENT, CONTRACTOR MAKES NO REPRESENTATION OR WARRANTY
27 WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED
28 WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR IMPLIED
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1 WARRANTIES ARISING FROM THE COURSE OF DEALING OR A COURSE OF PERFORMANCE
2 WITH RESPECT TO THE ACCURACY, VALIDITY OR COMPLETENESS OF ANY INFORMATION
3 AND/OR CONSUMER REPORTS; CONTRACTOR EXPRESSLY DISCLAIMS ANY AND ALL SUCH
4 REPRESENTATIONS AND WARRANTIES.
5 D. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR
6 ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS
7 AGREEMENT, SERVICES RENDERED HEREUNDER OR ITS TERMINATION, WHETHER LIABILITY
8 IS ASSERTED IN CONTRACT, TORT INCLUDING NEGLIGENCE OR OTHERWISE, AND
9 IRRESPECTIVE OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY
10 SUCH HARM, INJURY, LOSS OR DAMAGE, EXCEPT IN THE CASE OF GROSS NEGLIGENCE OR
11 WILLFUL MISCONDUCT BY CONTRACTOR OR IN THE CASE OF CONTRACTOR'S BREACH OF
12 CONFIDENTIALITY, CONSUMER PRIVACY, DATA PROTECTION, OR COMPLIANCE WITH
13 APPLICABLE LAW OBLIGATION UNDER THIS AGREEMENT. NOTWITHSTANDING THE ABOVE,
14 CONTRACTOR SHALL MAINTAIN PROCEDURES UNDER THE FAIR CREDIT REPORTING ACT
15 (FCRA) TO ACHIEVE MAXIMUM ACCURACY OF ITS REPORTS. NOTHING IN THIS AGREEMENT
16 SHALL WAIVE OR OTHERWISE LIMIT ANY OF CONTRACTOR'S OBLIGATIONS (INCLUDING ANY
17 OBLIGATIONS TO COUNTY) UNDER THE FCRA. CONTRACTOR OBTAINS INFORMATION FROM
18 SOURCES IT REASONABLY BELIEVES ARE RELIABLE.
19 E. CONTRACTOR REPRESENTS AND WARRANTS THAT SERVICES WILL BE
20 PERFORMED IN A PROFESSIONAL MANNER IN ACCORDANCE WITH INDUSTRY STANDARDS.
21 CONTRACTOR WILL MAINTAIN AND FOLLOW REASONABLE PROCEDURES TO ASSURE THE
22 MAXIMUM POSSIBLE ACCURACY OF THE INFORMATION CONTAINED IN EACH REPORT, AND
23 CONTRACTOR WILL RE-VERIFY ANY DISPUTED REPORT IN ACCORDANCE WITH APPLICABLE
24 LAWS.
25 F. CONTRACTOR represents and warrants that the Services do not contain any
26 computer instructions, circuitry or other technology means whose purpose or effect is to disrupt, damage or
27 interfere with any use of, or allow access to, COUNTY computer and communications facilities or
28 equipment, including, without limitation, any code containing viruses, Trojan horses, worms, backdoors,
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1 trap doors, time-out devices or similar destructive or harmful code or code that self-replicates.
2 9. Mutual Indemnification
3 A. CONTRACTOR shall defend, indemnify and hold harmless COUNTY, its directors, officers,
4 agents and representatives, against any claim, demand, suit or proceeding (collectively, a "Claim") brought
5 by a third party alleging (i) CONTRACTOR failed to comply with its obligations under the FCRA; and/or(ii)
6 CONTRACTOR acted with gross negligence, willful misconduct or in breach of its representations and
7 warranties herein, and CONTRACTOR shall indemnify COUNTY for any damages (including reasonable
8 attorney's fees and costs)finally awarded against COUNTY as a result of, or for any amounts paid by
9 COUNTY under a settlement of, a Claim; provided that COUNTY (a) promptly gives CONTRACTOR written
10 notice of the Claim; (b) gives CONTRACTOR sole control of the defense and settlement of the Claim
11 (provided that CONTRACTOR may not settle any Claim unless the settlement unconditionally releases
12 COUNTY of all liability); and (c) provides to CONTRACTOR all reasonable assistance with the Claim, at
13 COUNTY's expense.
14 CONTRACTOR shall defend, indemnify, and hold harmless COUNTY, its directors, officers, agents
15 and representatives, from and against any and all claims, suits, proceedings, damages, costs, expenses
16 (including, without limitation, reasonable attorneys' fees and court costs) brought or suffered by any third
17 party arising or resulting from, or otherwise in connection with, any breach by CONTRACTOR of any of its
18 representations, warranties, or agreements in this Agreement, or its gross negligence or willful misconduct.
19 B. COUNTY shall defend, indemnify, and hold harmless CONTRACTOR, its directors, officers,
20 agents and representatives, from and against any and all claims, suits, proceedings, damages, costs,
21 expenses (including, without limitation, reasonable attorneys' fees and court costs) brought or suffered by
22 any third party arising or resulting from, or otherwise in connection with, any breach by COUNTY of any of
23 its representations, warranties, or agreements in this Agreement or its gross negligence or willful
24 misconduct.
25 The provisions of this Section 9 shall survive the termination of this Agreement.
26 10. INSURANCE
27 Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third
28 parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance
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1 policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or
2 Joint Powers Agreement(JPA)throughout the term of the Agreement:
3 A. Commercial General Liability
4 Commercial General Liability Insurance with limits of not less than Two Million Dollars
5 ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This
6 policy shall be issued on a per occurrence basis. COUNTY may require specific coverages including
7 completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal
8 liability or any other liability insurance deemed necessary because of the nature of this contract.
9 B. Automobile Liability
10 Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars
11 ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto
12 used in connection with this Agreement.
13 C. Professional Liability (Errors and Omissions)
14 If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in
15 providing services, Professional Liability Insurance with limits of not less than One Million Dollars
16 ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate.
17 The Retroactive Date must be shown, and must be before the date of the Agreement or the
18 beginning of contract work. Insurance must be maintained and evidence of insurance must be provided
19 for at least five (5) years after completion of the contract of work. If coverage is canceled or non-
20 renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the
21 Agreement effective date, the CONTRACTOR must purchase "extended reporting" coverage for a
22 minimum of five (5) years after completion of work.
23 D. Cyber Liability Insurance
24 Cyber Liability Insurance, with limits not less than $2,000,000.00 per occurrence or claim,
25 $2,000,000.00 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations
26 as is undertaken by CONTRACTOR in this Agreement and shall include, but not be limited to, claims
27 involving infringement of intellectual property, including but not limited to infringement of copyright,
28 trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of
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1 electronic information, release of private information, alteration of electronic information, extortion and
2 network security. The policy shall provide coverage for breach response costs as well as regulatory
3 fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these
4 obligations.
5 "Cyber Risks" include but are not limited to (i) Security Breaches, which may include Disclosure
6 of Personal Information to an Unauthorized Third Party; (ii) breach of any of CONTRACTOR's
7 obligations under Exhibit D to this Agreement, "Data Security", which is attached and incorporated by
8 this reference; (iii) infringement of intellectual property, including but not limited to infringement of
9 copyright, trademark, and trade dress; (iv) invasion of privacy, including release of private information;
10 (v) information theft; (vi) damage to or destruction or alteration of electronic information; (vii) extortion
11 related to CONTRACTOR's obligations under this Agreement regarding electronic information, including
12 Personal Information; (viii) network security; (ix) data breach response costs, including Security Breach
13 response costs; (x) regulatory fines and penalties related to CONTRACTOR's obligations under this
14 Agreement regarding electronic information, including Personal Information; and (xi) credit monitoring
15 expenses. Capitalized terms in this paragraph have the meaning given to them in Exhibit D, "Data
16 Security."
17 c. Data Breach
18 If CONTRACTOR becomes aware that the COUNTY may have been accessed, disclosed, or
19 acquired without proper authorization and contrary to the terms of this Agreement, CONTRACTOR shall
20 use reasonable efforts to alert the COUNTY of any data breach within twenty-four (24) hours, and shall
21 immediately take such actions as may be necessary to preserve forensic evidence and eliminate the
22 cause of the data breach. CONTRACTOR shall give highest priority to immediately correcting any data
23 breach and shall devote such resources as may be required to accomplish that goal. CONTRACTOR
24 shall provide the COUNTY information necessary to enable the COUNTY to fully understand the nature
25 and scope of the data breach. If required by law and requested by the COUNTY, CONTRACTOR shall
26 provide notice to individuals or entities whose Information was or may have been affected by the data
27 breach in a manner and format specified by the COUNTY. Upon request, CONTRACTOR shall provide
28 the COUNTY information about what CONTRACTOR has done or plans to do to mitigate any
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1 deleterious effect of the unauthorized use or disclosure of, or access to, COUNTY's data. In the event
2 that a data breach requires CONTRACTOR's assistance in reinstalling software, such assistance shall
3 be provided at no cost to the COUNTY. The COUNTY may discontinue any services or products
4 provided by CONTRACTOR until the COUNTY, in its sole discretion, determines that the cause of the
5 data breach has been sufficiently mitigated.
6 d. Data Location (Cloud)
7 All COUNTY information shall be housed in physical environments [in the United States]
8 administered by CONTRACTOR or its Outsource Subcontractors. COUNTY shall receive a thirty (30)-
9 day advance notice from CONTRACTOR for any changes to the physical or logical location of
10 COUNTY's information by CONTRACTOR or its agents. Such relocation shall be without additional
11 expense to COUNTY and without disruption of service, and shall only be done upon the completion of a
12 successful review process.
13 d. Termination Procedures
14 Upon expiration or termination of the Agreement, CONTRACTOR shall return or destroy all information,
15 except as required to fulfill CONTRACTOR's policy related to data retention related to the statute of
16 limitations as found in the federal and state laws, it received from the COUNTY or created or received
17 by CONTRACTOR on behalf of the COUNTY, provided that in the event the CONTRACTOR determines
18 that returning or destroying the information is infeasible, and/or CONTRACTOR is required to maintain
19 records containing the information, CONTRACTOR will extend the protections of this Agreement for so
20 long as CONTRACTOR maintains the information. The method of destruction shall be accomplished by
21 "purging" or"physical destruction", in accordance with National Institute of Standards and Technology
22 (NIST) Special Publication 800-88 Rev. 1. Upon request by the COUNTY, CONTRACTOR shall certify
23 in writing to the COUNTY that return or destruction of data has been completed. Prior to such return or
24 destruction, CONTRACTOR shall continue to protect COUNTY's data in accordance with this
25 Agreement.
26 E. Worker's Compensation
27 A policy of Worker's Compensation insurance as may be required by the California Labor
28 Code.
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1 Additional Requirements Relating to Insurance
2 CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance naming
3 the County of Fresno, its officers, agents, and employees, individually and collectively, as additional
4 insured, but only insofar as the operations under this Agreement are concerned. Such coverage for
5 additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained
6 by COUNTY, its officers, agents and employees shall be excess only and not contributing with insurance
7 provided under CONTRACTOR's policies herein. This insurance shall not be cancelled or changed without
8 a minimum of thirty (30) days advance written notice given to COUNTY.
9 CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents, and
10 employees any amounts paid by the policy of worker's compensation insurance required by this
11 Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be
12 necessary to accomplish such waiver of subrogation, but CONTRACTOR's waiver of subrogation under
13 this paragraph is effective whether or not CONTRACTOR obtains such an endorsement.
14 Within Thirty (30) days from the date CONTRACTOR signs and executes this Agreement,
15 CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all of the
16 foregoing policies, as required herein, to the County of Fresno, Human Resources Department, Attention:
17 Director of Human Resources, 2220 Tulare St, 16th Floor, Fresno, CA 93721, stating that such insurance
18 coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and
19 employees will not be responsible for any premiums on the policies; that for such worker's compensation
20 insurance the CONTRACTOR has waived its right to recover from the COUNTY, its officers, agents, and
21 employees any amounts paid under the insurance policy and that waiver does not invalidate the insurance
22 policy; that such Commercial General Liability insurance names the County of Fresno, its officers, agents
23 and employees, individually and collectively, as additional insured, but only insofar as the operations under
24 this Agreement are concerned; that such coverage for additional insured shall apply as primary insurance
25 and any other insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees,
26 shall be excess only and not contributing with insurance provided under CONTRACTOR's policies herein;
27 and that this insurance shall not be cancelled or changed without a minimum of thirty (30) days advance,
28 written notice given to COUNTY.
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1 In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein
2 provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this
3 Agreement upon the occurrence of such event.
4 All policies shall be issued by admitted insurers licensed to do business in the State of California,
5 and such insurance shall be purchased from companies possessing a current A.M. Best, Inc. rating of A
6 FSC VII or better.
7 11. AUDITS AND INSPECTIONS: The CONTRACTOR shall at any time during business
8 hours, and as often as the COUNTY may deem necessary, make available to the COUNTY for examination
9 all of its records and data with respect to the matters covered by this Agreement. The CONTRACTOR
10 shall, upon request by the COUNTY, permit the COUNTY to audit and inspect all of such records and data
11 necessary to ensure CONTRACTOR'S compliance with the terms of this Agreement.
12 If this Agreement exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be subject to
13 the examination and audit of the California State Auditor for a period of three (3)years after final payment
14 under contract(Government Code Section 8546.7).
15 12. NOTICES: The persons and their addresses having authority to give and receive notices
16 under this Agreement include the following:
17 COUNTY CONTRACTOR
COUNTY OF FRESNO ClearStar, Inc. dba Employment Screening
18 Resources (ESR)
Director of Human Resources Attention: Contracts Dept.
19 2220 Tulare St, 16th Floor 7110 Redwood Blvd., Suite C
20 Fresno, CA 93721 Novato, CA 94949
Email:HRAdministration@fresnocountyca.gov Email: contracts(Qesrcheck.com
21
Telephone: 888-999-4474
22 Facsimile: 800-399-5423
23 With the exceptions noted in B and C of this section 12, all notices between the COUNTY and
24 CONTRACTOR provided for or permitted under this Agreement must be in writing and delivered either by
25 personal service, by first-class United States mail, by an overnight commercial courier service, or by
26 telephonic facsimile transmission. A notice delivered by personal service is effective upon service to the
27 recipient. A notice delivered by first-class United States mail is effective three (3) COUNTY business days
28 after deposit in the United States mail, postage prepaid, addressed to the recipient. A notice delivered by
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1 an overnight commercial courier service is effective one (1) COUNTY business day after deposit with the
2 overnight commercial courier service, delivery fees prepaid, with delivery instructions given for next day
3 delivery, addressed to the recipient. A notice delivered by telephonic facsimile is effective when
4 transmission to the recipient is completed (but, if such transmission is completed outside of COUNTY
5 business hours, then such delivery shall be deemed to be effective at the next beginning of a COUNTY
6 business day), provided that the sender maintains a machine record of the completed transmission. For all
7 claims arising out of or related to this Agreement, nothing in this section establishes, waives, or modifies
8 any claims presentation requirements or procedures provided by law, including but not limited to the
9 Government Claims Act (Division 3.6 of Title 1 of the Government Code, beginning with section 810).
10 A. No provision of this Agreement will be deemed waived, amended or modified by
11 either Party, unless such waiver, amendment or modification is made in writing and signed by
12 authorized representatives of both Parties,
13 B. PROVIDED, HOWEVER, THAT CONTRACTOR, IN ITS SOLE DISCRETION,
14 MAY MODIFY OR AMEND ANY TERM IN THIS AGREEMENT IF NECESSARY, TO COMPLY WITH
15 AN ADDITIONS TO, CHANGES IN, OR APPLICATION OF APPLICABLE LAWS, RULES OR
16 REGULATIONS AT THE FEDERAL, STATE, OR LOCAL LEVELS. IN THE EVENT CONTRACTOR
17 MODIFIES OR AMENDS ANY TERM IN THIS AGREEMENT TO COMPLY WITH SUCH CHANGES IN
18 APPLICABLE LAWS, RULES, AND REGULATIONS, CONTRACTOR WILL NOTIFY COUNTY OF THE
19 MODIFICATION OR AMENDMENT BY PROVIDING A NOTICE AS PROVIDED FOR UNDER
20 SECTION 12 OF THIS AGREEMENT, AND SUCH MODIFICATION SHALL BE IMMEDIATELY
21 EFFECTIVE AT THE TIME THAT SUCH NOTICE IS PROVIDED.
22 C. Where changes are made to the terms and conditions of this Agreement as
23 provided for in Section 12.B., notice shall be made by (1.) email, facsimile or regular mail, and (2.) a
24 simultaneous posting of notice of the change to COUNTY's Employment Screening Resource (ESR)
25 system dashboard that includes the modified or amended terms. Upon the posting of such notice to
26 COUNTY's ESR system dashboard, COUNTY agrees and acknowledges that its continued use of its
27 ESR system will be deemed COUNTY's acceptance of, and agreement to adhere to, the applicable
28
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1 change. Either Party may, from time to time, change its notice address by giving the other Party written
2 notice of the change in accordance with this paragraph.
3 No waiver of a right under this Agreement by either Party shall constitute a subsequent waiver
4 of such right or of any other rights under this Agreement
5 13. GOVERNING LAW: Venue for any action arising out of or related to this Agreement shall
6 only be in Fresno County, California.
7 The rights and obligations of the parties and all interpretation and performance of this Agreement
8 shall be governed in all respects by the laws of the State of California.
9 14. DISCLOSURE OF SELF-DEALING TRANSACTIONS
10 This provision is only applicable if the CONTRACTOR is operating as a corporation (a for-profit
11 or non-profit corporation) or if during the term of the agreement, the CONTRACTOR changes its status
12 to operate as a corporation.
13 Members of the CONTRACTOR's Board of Directors shall disclose any self-dealing transactions
14 that they are a party to while CONTRACTOR is providing goods or performing services under this
15 agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR is a party
16 and in which one or more of its directors has a material financial interest. Members of the Board of
17 Directors shall disclose any self-dealing transactions that they are a party to by completing and signing a
18 Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit A and incorporated herein by
19 reference, and submitting it to the COUNTY prior to commencing with the self-dealing transaction or
20 immediately thereafter.
21 15. ELECTRONIC SIGNATURE: The parties agree that this Agreement may be executed by
22 electronic signature as provided in this section. An "electronic signature" means any symbol or process
23 intended by an individual signing this Agreement to represent their signature, including but not limited to (1)
24 a digital signature; (2) a faxed version of an original handwritten signature; or(3) an electronically scanned
25 and transmitted (for example by PDF document) of a handwritten signature. Each electronic signature
26 affixed or attached to this Agreement (1) is deemed equivalent to a valid original handwritten signature of
27 the person signing this Agreement for all purposes, including but not limited to evidentiary proof in any
28 administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten
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1 signature of that person. The provisions of this section satisfy the requirements of Civil Code section
2 1633.5, subdivision (b), in the Uniform Electronic Transaction Act(Civil Code, Division 3, Part 2, Title 2.5,
3 beginning with section 1633.1). Each party using a digital signature represents that it has undertaken and
4 satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)through (5),
5 and agrees that each other party may rely upon that representation. This Agreement is not conditioned
6 upon the parties conducting the transactions under it by electronic means and either party may sign this
7 Agreement with an original handwritten signature.
8 16. ENTIRE AGREEMENT: This Agreement and its Exhibits constitute the entire agreement
9 between the CONTRACTOR and COUNTY with respect to the subject matter hereof, and supersedes all
10 previous Agreement negotiations, proposals, commitments, writings, advertisements, publications, and
11 understanding of any nature whatsoever unless expressly included in this Agreement.
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1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
2 first hereinabove written.
3
4 CONTRACTOR COUNTY OFFRESNO
Dcw Gary Co rn u e I I e Digitally signed by Gary Cornuelle
5Date:2022.02.22 09:47:13-08'00'
(Authorized Signature) Gary E. Cornuelle,
6 Purchasing Manager
Nicolas Dufour, EVP, GC &Secretary
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Print Name & Title
8 6250 Shiloh Road, Suite 300
9 Alpharetta, GA 30005
10 Mailing Address
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FOR ACCOUNTING USE ONLY:
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Fund: various
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Subclass: various
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Account: various
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Exhibit A
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as "County"),
members of a contractor's board of directors (hereinafter referred to as "County Contractor"), must
disclose any self-dealing transactions that they are a party to while providing goods, performing
services, or both for the County. A self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in which one
or more of its directors has a material financial interest"
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1) Enter board member's name,job title (if applicable), and date this disclosure is being made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction; and
b. The nature of the material financial interest in the Corporation's transaction that the
board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5) Form must be signed by the board member that is involved in the self-dealing transaction
described in Sections (3) and (4).
P-21-501
Exhibit A
(1)Company Board Member Information:
Name: Date:
Job Title:
(2)Company/Agency Name and Address:
(3)Disclosure(Please describe the nature of the self-dealing transaction you are a party to):
(4)Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233(a):
(5)Authorized Signature
Signature: Date:
P-21-501
Exhibit Ver.2.7 092019
Exhibit B
Terms of Service
This Terms of Service ("TOS"), which is effective upon mutual execution by the Parties, is by and between
Integrity Support Services, Inc., D/B/A Employment Screening Resources ("CONTRACTOR") a California
Corporation and,
Name of Entity: County of Fresno
Type of Entity: Government Agency
Organized under the laws of: California
hereinafter("COUNTY"). CONTRACTOR and COUNTY may also be referred to individually as a ("Party") or
collectively as the ("Parties").
1. Contractor Description of Services.
A. Where a permissible purpose exists under applicable law, upon request, CONTRACTOR will provide
COUNTY with Consumer Reports, Investigative Consumer Reports, and/or Consumer Credit Reports
(individually"Report", and collectively"Reports"), as those terms are defined in the Fair Credit
Reporting Act ("FCRA"), and as may be further defined in applicable state statutes.
B. For Services that are ordered Fully Utilizing(as that term is defined below) CONTRACTOR's
automated applicant facing screening processes, CONTRACTOR will provide COUNTY with the
service of administrative fulfillment of COUNTY's obligations to provide the subject of a Report(the
"Consumer") required notices and disclosures and to obtain the Consumer's prior written
authorization. Where instructed to do so by COUNTY, CONTRACTOR will also process adverse action
notices and related documents in the administrative fulfillment of COUNTY'S obligations to provide
such documents to the consumer. The fulfillment of the above will be undertaken so as to meet the
certifications COUNTY makes in the following sections of the TOS:
1. COUNTY's FCRA procurement and use obligations found in Section 4.13. numbers 3, 4, and 5; and
2. COUNTY's California Investigative Consumer Report procurement and use obligations found in
Section 4.C.1. letters b,c, d and e, and Sections 4.C.2. and 4.C.3.
C. Where COUNTY places orders not Fully Utilizing CONTRACTOR's automated applicant facing
screening processes,the obligations referred to in Sections 1.B.1 and 1.13.2 are solely borne by
COUNTY without any administrative involvement by CONTRACTOR.
D. "Fully Utilizing" shall mean COUNTY's use of CONTRACTOR's applicant invite system that brings
applicants online to receive disclosures, provide consent, enter demographic data, and where it is
applicable, use of CONTRACTOR's automated online adverse action system.
2. Performance
CONTRACTOR will use its best efforts to provide timely reporting of available information in a manner
consistent with generally accepted standards of business practices in its industry —typically within one (1) to
three (3) business days. However, COUNTY hereby acknowledges that from time to time, Reports may be
delayed due to circumstances beyond the control of CONTRACTOR.
CONTRACTOR is not responsible for delays or failures in performance resulting from acts beyond its control.
Such acts shall include, but shall not be limited to, Acts of God, strikes, lock-outs, riots, governmental
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regulations including those superimposed after the fact, fire, system failures, disruption in communications,
earthquakes, and/or other disasters.
3. Termination
If COUNTY receives a notice of termination from CONTRACTOR due to the nonpayment for Services rendered,
COUNTY will have fifteen (15) days to cure the nonpayment and return the account to normal status.
If COUNTY fails to uphold its legal obligations under Section 4 of the TOS, CONTRACTOR may, at its sole
discretion, discontinue providing Services until COUNTY corrects any failure(s) brought to its attention or
cancel the TOS immediately upon written notice to COUNTY.
4. Pricing and Billing
A. Current Prices and/or Contract Pricing do not include third-party access or processing fees that may be
incurred by CONTRACTOR in connection with the Services rendered.These fees include but are not limited
to; state criminal record access fees; motor vehicle record access fees; county criminal record court fees;
access fees charged by licensing authorities to verify licenses or credentials; third-party employment
history services;third-party education history services; drug screening and occupational health collection
and testing fees; and international in-country acquisition fees ("Third-Party Fees"). Such fees are set by
third parties and are subject to modification by the source without prior notice to CONTRACTOR. Third-
Party Fees are passed through to County without markup or handling charges of any kind.
B. If County cancels an order before its completion, County is responsible for and will be charged for any
services performed or fees that have been incurred by CONTRACTOR to the point of cancelation.
5. Certifications and Acknowledgments
The following certifications and service-related acknowledgments are required before Services can be
rendered.
A. CONTRACTOR hereby certifies that:
1. It is a consumer reporting agency("CRA")as defined in the FCRA,15 U.S.C.§1681 et.seq.,as amended,
that Reports are prepared in accordance with applicable sections of the FCRA, the Consumer
Reporting Employment Clarification Act of 1998 and the Fair and Accurate Credit Transactions Act of
2003 ("FACT Act") (Public Law 108-159), Section 506 of the Gramm-Leach-Bliley Act (Public Law 106-
102), Drivers Privacy Protection Act. 18 USC § 2721 et. seq, ("DPPA"), as well as all other applicable
laws;
2. It complies with all applicable provisions of the FCRA, and all applicable state and local laws; and
3. It takes appropriate measures to protect the privacy and confidentiality of all personally identifiable
and other confidential Consumer information, including appropriate security measures to protect
information in all CONTRACTOR systems.
4. It retains authorizations, disclosures, Consumer Reports, and re-investigation files on U.S. residents
for a period of six (6)years from the time of the report.
B. Each time a Report is requested, COUNTY hereby certifies, acknowledges and agrees as follows:
1. Reports will be ordered and utilized only for the following permissible purpose under the FCRA:
"Employment Purposes" as that term is defined in the FCRA. See 15 U.S.0§ 1681b(a)(3)(B), including
evaluating a Consumer for employment, promotion, reassignment, or retention as an employee;
and/or work to be performed under contract; and/or working in volunteer positions, where in each
case the Consumer has given prior written permission. COUNTY will not order a Report for any other
purpose.
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Exhibit Ver.2.7 092019
2. COUNTY will not use information from any Report in violation of any applicable federal or state equal
employment opportunity law, or regulation. COUNTY further agrees to comply with applicable state
and federal laws and regulations currently in place, as well as any updates, additions to or
replacements of those laws and regulations, specifically including the requirements of the FCRA.
3. Before making any request for a Report from CONTRACTOR, COUNTY will obtain written permission
from the Consumer authorizing procurement of the Report, and will maintain such permission on file
for a minimum of six (6)years.
4. Where COUNTY orders "Consumer Reports," COUNTY certifies that before making any request for a
Consumer Report from CONTRACTOR, a clear and conspicuous disclosure, in a document consisting
solely of the disclosure, has been made in writing to the Consumer explaining that a Consumer Report
may be obtained for employment purposes, as outlined in 15 U.S.C. § 1681b.
5. Where COUNTY orders "Investigative Consumer Reports" from CONTRACTOR, COUNTY certifies that
it shall comply with additional requirements pertaining to Investigative Consumer Reports,as outlined
in 15 U.S.C. § 1681d. Among other things, COUNTY shall clearly and accurately disclose to the
Consumer that an Investigative Consumer Report, including information as to his/her character,
general reputation, personal characteristics, and mode of living, whichever are applicable, may be
obtained. The disclosure shall be made in writing and mailed or otherwise delivered to the Consumer
not later than three (3) days after the date on which the Investigative Consumer Report was first
requested and will include a summary of the Consumer's rights provided for under 15 U.S.C. §
1681g(c). The disclosure shall also include a statement informing the Consumer of his/her right to
submit a written request for additional information, under 15 U.S.C. § 1681d(b), within a reasonable
period of time after the receipt by him/her of the foregoing disclosure. Upon receipt of such request,
COUNTY shall disclose in writing to the Consumer the nature and scope of the investigation, which
shall be complete and accurate. The disclosure must be mailed or otherwise delivered to the
Consumer not later than five (5) days after the date on which the request for additional disclosure
was received from the Consumer or the date the COUNTY first requested the report, whichever is
later.
6. COUNTY will comply with its legal responsibilities under the FCRA, requiring an end-user to provide
the Consumer with adverse action notices where information in a Consumer Report, in whole or in
part, results in a determination by the end-user that they intend to take an adverse action, such as
not hiring, retaining,reassigning or promoting the Consumer.The currently required notices that must
be provided before adverse action is taken must include:
a. providing preliminary adverse action notice to the Consumer, along with a copy of the
Report and A Summary of Your Rights under the Fair Credit Reporting Act prepared by the
Consumer Financial Protection Bureau ("CFPB") and made part of every CONTRACTOR
Report,
b. allowing the Consumer a reasonable period of time to consider the information in the
Report and to contact COUNTY or CONTRACTOR if the Consumer wishes to provide any
other information the Consumer would like to have considered,
c. providing CONTRACTOR's contact details which are contained in the Report, and
d. after waiting the appropriate waiting period, providing a final adverse action notice to the
Consumer if a final adverse decision is made pursuant to FCRA section 615, 15 U.S.C.
1681m.
7. COUNTY agrees that if it functions as a recruiter or staffing company placing temporary or permanent
workers, or a company that places individuals to work under contract, COUNTY is responsible for
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Exhibit Ver.2.7 092019
complying with FCRA adverse action notices, whether or not the COUNTY's customer provides
COUNTY with background check standards, and whether or not COUNTY's customer sees the Report.
8. COUNTY will review and maintain on file copies of two (2) documents prepared by the CFPB and
provided by CONTRACTOR on its website at www.CONTRACTORcheck.com. These are: 'Notices to
Users of Consumer Reports: Obligations of Users under the FCRA' located at
http://www.Contractorcheck.com/file/CONTRACTOR_NEW-CFPB_Notice-to-Users-of-Consumer-
Reports-Obligations-of-Users-Under-the-FCRA.pdf
and 'A Summary of Your Rights Under the FCRA' (intended for the subject of the Report)
at http://www.Contractorcheck.com/file/cfpb consumer-rights-summary 2018-09.pdf
9. COUNTY acknowledges any person who knowingly and willfully obtains information on a Consumer
from a CRA under false pretenses shall be fined under Title 18 or imprisoned not more than two (2)
years, or both.
10. Criminal and Public Records: COUNTY acknowledges that court record searches are undertaken only
in jurisdictions where the subject has had a physical presence over the last seven (7) years, or other
agreed upon timeframe: (1) as provided by the COUNTY, (2) as provided by the Consumer, (3) and/or
as developed in a Social Security number trace ("Identified Jurisdiction(s)"). Apart from the identified
jurisdictions, CONTRACTOR does not independently investigate whether other jurisdictions may be
appropriate to search and CONTRACTOR does not conduct court record searches in any jurisdiction
outside of those described above. CONTRACTOR uses the provided name and demographics to search
central courthouse records in each Identified Jurisdiction for felony and available misdemeanor
records in accordance with applicable court rules, federal and/or state laws. CONTRACTOR does not
conduct searches at municipal,justice or city courts. Non-criminal court records may also be found in
Reports. Reportability, in all cases, is determined by CONTRACTOR in its sole discretion.
11. Credit Reports
a. Prior to Access:
COUNTY acknowledges that it is a credit bureau contractual prerequisite that an on-site
inspection is made to confirm that COUNTY is an established business with a legitimate need
for access to Employment Purpose Consumer Credit Reports and that an inspection fee may
apply.
b. State and Local Laws:
COUNTY understands that multiple states and localities restrict the use of credit reports for
public and/or private sector employers unless they have a specific permissible purpose allowed
for under applicable law. COUNTY understands that such restrictions exist and agrees to
comply with and monitor all such credit check laws, as appropriate. COUNTY shall only order
credit reports from CONTRACTOR if it has a permissible purpose under not just federal law but
state and local law as well.
12. When placing an order for a Report from Employment Screening Resources through an integration
with a third-party online platform, COUNTY leverages CONTRACTOR's integration technology to
submit the certification shown below simultaneously with each individual order and directs
CONTRACTOR not to begin processing until a copy of the certification is attached to the order
record:
By placing an order for a Consumer Report and/or an Investigative Consumer Report from
Employment Screening Resources, you certify that you have complied with the FCRA and all
applicable law, including as follows:
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Exhibit Ver.2.7 092019
1. You are requesting the report for an employment purpose as defined in the Fair Credit
Reporting Act. The Consumer has received a clear and conspicuous disclosure in a
document that consists solely of the disclosure stating that a Consumer Report may be
obtained for employment purposes. The Consumer has authorized in writing the
procurement of the Consumer Report that is being ordered.
2. The consumer has received a written disclosure that an Investigative Consumer Report
about him or her may be obtained. The disclosure further stated that an Investigative
Consumer Report will have information bearing on the consumer's character, general
reputation, personal characteristics, and mode of living, whichever are applicable. The
disclosure also stated that the consumer has a right to request additional disclosures as
to the nature and scope of the investigation and that the consumer can exercise this right
by making a written request to End-User within a reasonable period of time after the
receipt of the disclosure. End-User has provided the consumer an up-to-date copy of the
federal notice entitled "A Summary of Your Rights under the Fair Credit Reporting Act."
If a consumer requests information as to the nature and scope of Employment Screening
Resources'investigation, End-User will comply with the requirements set forth in Section
1681d of the Fair Credit Reporting Act.
3. In using a Consumer Report or an Investigative Consumer Report for employment
purposes, End-User certifies that information from the report(s) to be provided by
Employment Screening Resources will not be used in violation of any applicable Federal
or State equal employment opportunity law or regulation, or any other applicable law.
4. Where the consumer will be employed in a jurisdiction that requires a conditional offer
of employment, a conditional offer was made prior to initiating this background check
request.
5. Before taking any adverse action based in whole or in part on the Consumer Report, End-
User will provide to the consumer to whom the Consumer Report relates or authorize
Employment Screening Resources on End-User's behalf to provide to the consumer to
whom the Consumer Report relates: (a)a copy of the Consumer Report;(b)a copy of the
"Summary of Rights Under the Fair Credit Reporting Act"and any applicable state or local
summary of rights; (c) a reasonable opportunity of time to correct any erroneous
information contained in the Consumer Report (and provide Employment Screening
Resources'name and contact information);and if the consumer is ultimately disqualified,
(d) provide an adverse action letter, including the statutorily required notices identified
in 15 U.S.C. § 1681m and applicable state and local law.
13. Verifications:
a. COUNTY acknowledges that domestic verifications including but not limited to education,
employment, licensure and certification are undertaken at the primary source or designated
third-party record keeper(s) and that unless otherwise provided for, four(4) confirmation
attempts will be made during the normal business hours of the verifying party over four(4)
business days. Any verification not completed within that timeframe will be closed and
reported as not performable.
b. COUNTY acknowledges that international verifications are subject to time, process, and
language differences that may result in widely varying turn-around times. Where a delay is
encountered due to additional information being required from the subject, CONTRACTOR
will make those information requests through the CONTRACTOR Applicant Portal.
CONTRACTOR and COUNTY will agree upon COUNTY specific process and time period for
closing international verifications. Any verification not completed within the agreed-upon
time frame will be closed and reported as not performable.
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Exhibit Ver.2.7 092019
c. TALX Corporation ("TALX") is the provider of Equifax Verification Solutions employment
Information ("EVS")for employers who outsource their employment verifications function to
TALX. Where TALX EVS is received is used in the preparation of County's Reports its use by
County is subject to the following conditions.
d. County will hold TALX and all its agents harmless on account of any expense or damage arising
or resulting from the publishing or other disclosure of EVS information by County, its
employees or agents.
e. County will hold TALX and all its agents harmless on account of any expense or damage arising
or resulting from the publishing or other disclosure of EVS information by County, its
employees or agents outside of Employment Purposes as defined in 5.B.1 of this Agreement.
f. County recognizes that TALX does not guarantee the accuracy or completeness of EVS
information and County releases TALX and TALX's agents, employees, affiliated credit
reporting agencies and independent contractors from any liability, including negligence, in
connection with the provision of EVS information and from any loss or expense suffered by
County resulting directly or indirectly from use of EVS information. County covenants not to
sue or maintain any claim, cause of action, demand, cross-action, counterclaim, third-party
action or other form of pleading against TALX, TALX's agents, employees, affiliated credit
reporting agencies, or independent contractors arising out of or relating in any way to the
accuracy,validity, or completeness of any EVS information.
g. TALX may periodically conduct audits of County regarding its compliance with the FCRA and
other certifications in this Agreement. Audits will be conducted by email whenever possible
and will require County to provide documentation as to permissible use of particular EVS
information.
14. COUNTY Accounts
The CONTRACTOR system supports both Primary Accounts and subsidiary accounts ("Sub-
Account(s)") (collectively "Account(s)"). By entering into this TOS, COUNTY will be issued a single
Primary Account for its use to obtain Services, and where COUNTY has entered into the appropriate
addendum to the TOS,one or more Sub-Accounts as follows:
a. Sub-Accounts can be created under the following circumstances.
i. Organizational Requirements: COUNTY has organizational requirements that
are best accommodated by CONTRACTOR creating one or more Sub-
Accounts under COUNTY's Primary Account.
ii. Internal Use: Where COUNTY wants to separate orders and results by region,
division, district, location, billing code, and/or other similar groupings,
CONTRACTOR will, upon request, provide COUNTY with Sub-Account(s)that
support those requirements.
1. Those having access to either the COUNTY's Primary or internal Sub-
Accounts must be employees of the COUNTY and/or individuals or
entities under written contract with COUNTY to provide outsourced
human resources management service(s) ("Authorized Agent(s)").
Authorized Agents must be disclosed to CONTRACTOR by COUNTY and
must be vetted by CONTRACTOR before they are provided access to
COUNTY's Accounts.
iii. Related Entities: COUNTY may have one or more related entities that (a) may
be wholly owned by COUNTY, (b)where COUNTY holds majority control or(c)
where COUNTY has executive authority over the related entity("Controlled
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Entity)"). Upon COUNTY's request, a Controlled Entity may be provided with
Services through a dedicated Sub-Account created for this purpose.
1. Each Controlled Entity must be disclosed to CONTRACTOR by COUNTY
documenting the means of control and must be vetted by CONTRACTOR
before a Sub-Account is created for their use.
2. COUNTY is responsible for providing written notice to the Controlled
Entity Sub-Account users of the end-user legal obligations found in
Section 5.13 of the TOS, along with copies of the documents referenced
therein.
iv. Unrelated Entitles: Where COUNTY has a written contract with one or more
entities that COUNTY does not own or control ("Unrelated Entity") Sub-
Accounts can be created as follows:
1. Where COUNTY is engaged in recruiting, staffing or contracted services
("Staffing Firm") and either (a) places Consumers to perform contracted
services, or (b) where COUNTY is pursuing the Consumer's permanent or
temporary placement with an Unrelated Entity ("Provided Worker(s)") a
Sub-Account may be created for that purpose. The Unrelated Entity will
not have access to the Sub-Account but may receive a copy of a Provided
Worker's Report as is provided for in the Authorization and Consent to
Background Investigation signed by the Consumer.
2. Where COUNTY provides business management services under contract
with an Unrelated Entity, a Sub-Account may be created for that purpose
where both COUNTY and the Unrelated Entity may procure and view
completed Reports. Prior to access being granted, each COUNTY-
managed Unrelated Entity must enter into an End-User Services
Agreement with CONTRACTOR.
b. Compliance
Where a Staffing Firm procures Consumer Reports from CONTRACTOR and places
Provided Workers, the Staffing Firm will be responsible for the End-User obligations
found in Section 5.6.5 of this Agreement. In all other cases,the employer of record that
procures Reports will be responsible for those obligations.
c. Billing
Where COUNTY wants CONTRACTOR to directly bill a Controlled or Unrelated Entity
with direct Account access for Services rendered under those Accounts, COUNTY will
become responsible for and will make payment to CONTRACTOR for all amounts due,
once such account becomes sixty(60) days in arrears.
15. SSN Trace
COUNTY acknowledges that SSN Trace results are not part of the Consumer Reports procured under this
TOS, and certifies it will not use trace results as the basis for any employment decisions or for taking any
adverse action. The SSN Trace service associates a given name and SSN number against databases
assembled from private-sector sources, and serves primarily as a locator tool to establish likely
jurisdictions to search for public records.The inclusion of information from the SSN Trace is only provided
to confirm that the service was performed.
C. Special Requirements for Employers Who Perform Background Checks in California:
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Exhibit Ver.2.7 092019
As COUNTY is located in the State of California, if COUNTY's request for and/or use of Reports pertains to
a California resident or worker, COUNTY certifies as follows:
1. Before procuring or causing an Investigative Consumer Report to be made, that all of the following
apply:
a. That COUNTY's permissible purpose for obtaining such an Investigative Consumer Report is an
Employment Purpose, as defined in Section 5.13.1 of this TOS. If there is a change in purpose,
COUNTY must notify CONTRACTOR prior to obtaining any Investigative Consumer Report based
on those changed permissible purposes.
b. That COUNTY has provided the Consumer with a clear and conspicuous disclosure in writing at
any time before the report is procured or caused to be procured in a document that consists solely
of the disclosure that:
i. An Investigative Consumer Report may be obtained,
ii. The permissible purpose is identified,
iii. The Investigative Consumer Report may include information on the Consumer's
character, general reputation, personal characteristics and mode of living,
iv. Identifies the name, address and telephone number and website of the agency
conducting the investigation, and
V. Notifies the Consumer of the nature and scope of the investigation requested, including
a summary of the provisions of Civil Code section 1786.22, relating to a Consumer's
rights to review their files.
c. That the Consumer has authorized the procurement of the report in writing.
d. COUNTY has provided a check-off box on appropriate paperwork so that the Consumer may
request a copy of any report that is ordered.
e. Upon request of the Consumer, COUNTY will provide them with a copy of their Investigative
Consumer Report,either directly, or through a contract with another party. If such a request has
been made by a Consumer, COUNTY will send a copy of the Investigative Consumer Report to
the Consumer within three(3) business days of the date that the Investigative Consumer Report
is provided to COUNTY.
2. COUNTY will provide a check-off box on the disclosure or a separate consent form so that the
Consumer may request a copy of the Investigative Consumer Report, and will provide a copy of such
report if so requested (directly or through a contract with another party). COUNTY will send a copy
of the Investigative Consumer Report to the Consumer within three (3) business days of the date
that the Investigative Consumer Report is provided to COUNTY.
3. In the event COUNTY takes an adverse action under circumstances in which a Report regarding the
Consumer was obtained, COUNTY shall so advise the Consumer, supply the name and address of the
CRA, and provide the Consumer a written notice of rights under California law.
D. Special Circumstances and Limitations for Employers Who Perform International Background Checks
Where Report subjects reside outside of the United States, CONTRACTOR warrants that information
obtained and used in the preparation of Reports is obtained legally from authorized sources in accordance
with prevailing data protection and data transfer laws, and that CONTRACTOR will provide the subject
and/or any authorized information source with all notice, disclosure, or consent documents that are
legally required in the subject's country of residence, in connection with obtaining the information not
employment law in general.
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Where County orders Reports on subjects that are not United States residents that will be employed in a
facility outside of the United States, CONTRACTOR is not responsible for any international County
obligations related to obtaining and using Reports for employment purposes including but not limited to
where County sought or obtained a Report related to a person who was not a legally permissible subject
of the Report;or where a decision by County not to hire,or other employment decision based on a Report,
was unlawful or failed to follow legally required processes including any required notice, disclosure, or
consent related to the employment decision.
E. Additional Requirements for Motor Vehicle Records (MVRs)and Driving Records
COUNTY hereby certifies that Motor Vehicle Records and/or Driving Records(MVRs)shall only be ordered
in compliance with the Driver Privacy Protection Act ("DPPA" at 18 U.S.C. § 2721 et seq.) and any
applicable laws. COUNTY further certifies that no MVRs shall be ordered without first obtaining the
written consent of the Consumer to obtain "driving records," evidence of which shall be transmitted to
CONTRACTOR in the form of the Consumer's signed release authorization form. COUNTY also certifies
that it will use this information only in the normal course of business to obtain lawful information relating
to the holder of a commercial driver's license or to verify information provided by an applicant or
employee. COUNTY shall not transmit any data contained in the resulting MVR via the public internet,
electronic mail, or any other unsecured means.
F. COUNTY acknowledges and agrees to the following provisions regarding the preparation and use of
Reports:
1. CONTRACTOR does not render any opinions as to whether a person should be employed. COUNTY is
the sole decision-maker concerning fitness and eligibility for employment.
2. CONTRACTOR retrieves records based on identifying information provided by COUNTY and/or the
Consumer, and does not independently verify the identifying information submitted to CONTRACTOR
is actually true and correct. In other words, CONTRACTOR is not in the business of "verifying the
Consumer's true identity."
3. Although CONTRACTOR takes steps to ensure all of its procedures are in compliance with federal state
laws, rules and regulations, and although CONTRACTOR will from time to time consult with COUNTY
on industry best practices, CONTRACTOR does not offer or provide legal advice to its clients and does
not function as legal counsel. COUNTY understands that it is fully responsible for all aspects of its own
legal compliance and that it has not ultimately relied on CONTRACTOR for any legal or compliance
advice.
4. COUNTY acknowledges that information divulged by the Consumer to CONTRACTOR may not result
in specific inquiries being undertaken absent COUNTY's preexisting instructions on how to proceed in
these cases. In addition, even where CONTRACTOR acts upon such instructions and specific inquiries
are made, the results may not be reportable due to legal restrictions on reporting adverse
information.
5. Reports provided by CONTRACTOR to COUNTY are considered confidential by law. Upon receipt,
COUNTY shall treat all Reports, and any other documentation received from CONTRACTOR, in strict
confidence, and shall not reveal or make such information accessible in any manner, whatsoever, to
any third-party except as otherwise permitted by law or with the Consumer's written consent. Such
information shall be maintained in a confidential manner to which access is restricted. Only those
employees of COUNTY with a legitimate need to view and evaluate the Report shall have access to it.
COUNTY shall supply to CONTRACTOR the name and phone number of a contact person or persons
with whom CONTRACTOR may discuss the contents of Reports furnished to COUNTY. COUNTY shall
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P-21-501
Exhibit Ver.2.7 092019
dispose of Reports and any other documents containing personally identifiable information received
from CONTRACTOR in accordance with the FTC Rule on disposal. https://www.ftc.gov/tips-
advice/business-center/guidance/disposing-consumer-report-information-rule-tells-how
6. COUNTY acknowledges that CONTRACTOR is legally required to identify and vet its End-Users before
Reports are procured and that any of the status changes found in this paragraph will require
CONTRACTOR to re-identify and re-vet the changed entity. Therefore, COUNTY shall immediately
notify CONTRACTOR in any of the following events: change in ownership of COUNTY of over fifty
percent (50%), a merger, or a change in name or change in the nature of COUNTY's business that in
any way affects COUNTY's rights to request Reports.
G. CONTRACTOR Access Security Requirements.
CONTRACTOR recognizes its obligation to support and implement policies that protect the confidential
nature of the information in our database and assure respect for Consumers' rights to privacy. Only
companies who are approved members of our service and have a permissible purpose for obtaining
Reports are permitted access to the CONTRACTOR system and its underlying information.
It is a requirement that all CONTRACTOR clients take precautions to secure any system or device used to
access CONTRACTOR's Reports from unauthorized access. To that end, the following requirements have
been established for the protection of everyone, including COUNTY and Consumers:
1. CONTRACTOR usernames and passwords must be protected in such a way that this sensitive
information is known only to key personnel. Under no circumstances shall unauthorized persons have
knowledge of CONTRACTOR usernames and passwords. The information shall not be posted in any
manner within COUNTY's facility.
2. It is COUNTY's responsibility to protect usernames and passwords to the CONTRACTOR website or
online system, and COUNTY shall take reasonable measures to prevent the unauthorized use or
breach of data, sharing or display of any CONTRACTOR passwords, and will notify CONTRACTOR
immediately if unauthorized use is discovered, or if an employee is no longer authorized to utilize an
CONTRACTOR supplied password.
3. CONTRACTOR usernames and passwords shall not be released by telephone to an unknown caller,
even if the caller claims to be a CONTRACTOR employee. CONTRACTOR will never call COUNTY and
ask for its password.
4. If applicable, any system access software COUNTY may use, whether developed by COUNTY or
purchased from a third-party vendor, must have CONTRACTOR usernames and passwords hidden or
embedded so that the password is known only to the person to whom it was issued and authorized
supervisory personnel. Each user of COUNTY's system access software must then be assigned unique
login passwords.
5. COUNTY will maintain a commercially adequate firewall and anti-virus protection at all times.
6. Any terminal devices or computers used to obtain Reports from CONTRACTOR shall be placed in a
secure location within COUNTY's facility where they cannot be viewed by unauthorized persons.
Access to the devices shall be restricted from unauthorized persons using customary information
security standards.
7. Each person requesting Reports must log in only under their own username and password, so
CONTRACTOR knows who requested each report.
8. Any devices/systems used to obtain Reports should be turned off and locked after regular business
hours, when unattended by COUNTY's key personnel.
9. Hardcopy Reports shall be secured within COUNTY's facility and protected against release or
disclosure to unauthorized persons.
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P-21-501
Exhibit Ver.2.7 092019
10. COUNTY will dispose of Reports in hardcopy or electronic form in a manner rendering information
inaccessible, unreadable, and unrecoverable per current regulations of the FTC. The following
methods of destruction are permitted: 1) burning, pulverizing, or shredding, 2) destroying or erasing
or overwriting electronic files so they cannot be read or restored, and/or 3) after conducting due
diligence, hiring a document destruction company. Further information about the requirements for
proper disposal of Reports and related information is available online at www.ftc.gov.
11. COUNTY certifies that it shall implement and maintain a comprehensive information security
program written in one or more readily accessible parts, and that contains administrative, technical,
and physical safeguards that are appropriate to COUNTY's size and complexity,the nature and scope
of its activities, and the sensitivity of the information provided to the COUNTY by CONTRACTOR, and
that such safeguards shall be reasonably designed to (i) ensure the security and confidentiality of
the information and Services provided by CONTRACTOR, (ii) protect against any anticipated threats
or hazards to the security or integrity of such information, and (iii) protect against unauthorized
access to or use of such information that could result in substantial harm or inconvenience to any
consumer.
H. COUNTY certifies that each time it orders a Report, it is reaffirming the above Certifications and
Acknowledgements.
7. Assignment.
Neither party shall assign any of their rights or delegate any of their obligations under this Agreement without
the prior written consent of the other party; provided, however, that the other party may assign its rights or
delegate its duties without the prior written consent of the other party if such assignment or delegation is to:
(i) an affiliate of the other party; (ii) a successor of the other party by consolidation, merger or operation of
law; or (iii) a purchaser of all or substantially all of the assigning or delegating other party's assets. Any
purported assignment or delegation in violation of this Section 7 is void.
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P-21-501
Exhibit Ver.2.7 092019
Exhibit C
Contract Pricing
The following services will be provided to COUNTY at the prices listed below for the term of this
agreement.
1. For criminal and/or civil record searches each name queried incurs a separate charge.
2. Contract Pricing does not include Third-Party Fees. See Pricing and Billing Section 4.A.
3. In counties with multiple courts,the price quoted is for a search undertaken at the central court.
Package: Standard Package
Services Unit
Price
Set Up Cost
$0.00
Waived
Automated/Paperless Adverse Action Notices $0.00
SSN Trace/Address History Locator
A trace of the provided Social Security Number for given name match and address history.The trace $0.00
also returns the year and state of issue for the SSN provided(when available), if the SSN is validly
issued,and a scan of the Death Master Index File.
County Criminal Records History-7 Year Scope
A primary source search of court records in applicable jurisdictions based on Candidate's 7-year $20.95
address history. Cost includes unlimited counties and all Highly Related Aliases,which is atypical
among screening providers.
Federal District Criminal Records History-7 Year Scope $8.00
Price includes unlimited US districts based on a 7 year address history.
ESR Criminal Insight(national)
Includes U.S. criminal and state sex offender records, OFAC, national and international watch $5.00
lists. Includes validation of any county hits supported by identifiers at the source jurisdiction for the
name performed.
Education Verification-Level 1
A primary source verification for high school diplomas, GED certificates,trade school attendance,
special skills certifications,associate degrees,four year college/university degrees, and masters and $8.00
doctorate degrees. ESR's U.S. based verification team makes four attempts to obtain verification
across four days at varying times each day. Price is per degree.
Employment Verification-Level 1
ESR will make four attempts to obtain verification over the course of four days at varying $8.00
times. Price is per employer.
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P-21-501
Exhibit Ver.2.7 092019
4.
*Note: Prices do not include court and other pass-through fees. See section on Third Party Fees.
5. Package: Standard Package- Driver
Services Unit
Price
Automated/Paperless Adverse Action Notices $0.00
SSN Trace/Address History Locator
A trace of the provided Social Security Number for given name match and address history.The trace $0.00
also returns the year and state of issue for the SSN provided(when available), if the SSN is validly
issued,and a scan of the Death Master Index File.
County Criminal Records History-7 Year Scope
A primary source search of court records in applicable jurisdictions based on Candidate's 7-year $20.95
address history. Cost includes unlimited counties and all Highly Related Aliases,which is atypical
among screening providers.
Federal District Criminal Records History-7 Year Scope $8.00
Price includes unlimited US districts based on a 7 year address history.
ESR Criminal Insight(national)
Includes U.S. criminal and state sex offender records, OFAC, national and international watch $5.00
lists. Includes validation of any county hits supported by identifiers at the source jurisdiction for the
name performed.
Driver's Record Abstract(MVR/DMV) $3.00
Education Verification-Level 1
A primary source verification for high school diplomas,GED certificates,trade school attendance,
special skills certifications,associate degrees,four year college/university degrees, and masters and $8.00
doctorate degrees. ESR's U.S. based verification team makes four attempts to obtain verification
across four days at varying times each day. Price is per degree.
Employment Verification-Level 1
ESR will make four attempts to obtain verification over the course of four days at varying $8.00
times. Price is per employer.
*Note: Prices do not include court and other pass-through fees. See section on Third Party Fees.
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P-21-501
Exhibit Ver.2.7 092019
Package: Standard Package- Fiduciary
Services Unit
Price
Automated/Paperless Adverse Action Notices $0.00
SSN Trace/Address History Locator
A trace of the provided Social Security Number for given name match and address history.The trace also $0.00
returns the year and state of issue for the SSN provided(when available), if the SSN is validly issued,and a scan
of the Death Master Index File.
County Criminal Records History-7 Year Scope
A primary source search of court records in applicable jurisdictions based on Candidate's 7-year address history. $20.95
Cost includes unlimited counties and all Highly Related Aliases,which is atypical among screening providers.
Federal District Criminal Records History-7 Year Scope $8.00
Price includes unlimited US districts based on a 7 year address history.
ESR Criminal Insight(national)
Includes U.S. criminal and state sex offender records, OFAC, national and international watch lists. Includes $5.00
validation of any county hits supported by identifiers at the source jurisdiction for the name performed.
Employment Purpose Credit Report(PEER)
The credit bureaus require a one-time site inspection for any companies receiving consumer credit reports. The $9.00
cost of the one-time inspection is$56.00 and is passed through without markup. Ten states limit the use of
credit in a hiring decision. These states include CA,CO,CT, HI, IL, MD, NV,OR,VT,WA.
Education Verification-Level 1
A primary source verification for high school diplomas, GED certificates,trade school attendance,special skills
certifications, associate degrees,four year college/university degrees,and masters and doctorate degrees. ESR's $8.00
U.S. based verification team makes four attempts to obtain verification across four days at varying times each
day. Price is per degree.
Employment Verification-Level 1
ESR will make four attempts to obtain verification over the course of four days at varying times. Price is per $8.00
employer.
*Note: Prices do not include court and other pass-through fees. See section on Third Party Fees.
Package:Additional Service Options
Services Unit
Price
Consent-Based SSN Verification(CBSV) $8.00
County Civil Records Search -Upper Court $12.00
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P-21-501
Exhibit Ver.2.7 092019
Services Unit
Price
DOJ National Sex Offender Records Search
A real-time search of sex offender records via the U.S. Department of Justice.All potential
matches are verified at the state level for relatedness, accuracy and completeness before being $4.00
included in a report.
DOT Prior Employer Drug,Alcohol and Safety Information $8.00
Drug Testing 10 Panel-Electronic Chain of Custody
Pricing includes in network sample collection,shipping to the lab,testing,confirmation of non- $30.00
negative results and MRO verification.
Federal District Civil Records Check $15.00
International Criminal Records History(Per Jurisdiction) $20.00
International Education Verification-1 Degree $50.00
International Employment Verification-1 Employer $50.00
International Identity Verification $50.00
International Motor Vehicle Records Check $50.00
License/Credential Verification-1 agency
A primary source verification of license held,current status,and expiration date with the licensing $9.00
entity in question.
Personal Reference-1 Reference $10.00
Physical: Post-offer $15.00
Professional Reference: Domestic 1 Reference $10.00
*Note: Prices do not include court and other pass-through fees. See section on Third Party Fees.
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P-21-501
Exhibit Ver.2.7 092019
Exhibit D
Vermont Fair Credit Reporting Contract Certification
The undersigned, County of Fresno ("Subscriber"), acknowledges that it
subscribes to receive various information services from TALX Corporation, a provider of Equifax Verification Solutions
("EVS") in accordance with the Vermont Fair Credit Reporting Statute, 9 V.S.A. § 2480e (1999), as amended (the
"VFCRA")and the Federal Fair Credit Reporting Act, 15, U.S.C. 1681 et. Seq.,as amended(the"FCRA")and its other
state law counterparts. In connection with Subscriber's continued use of EVS information services in relation to
Vermont consumers, Subscriber hereby certifies as follows:
Vermont Certification. Subscriber certifies that it will comply with applicable provisions under Vermont law. In particular,
Subscriber certifies that it will order EVS Employment Information relating to Vermont residents,that are credit reports
as defined by the VFCRA, only after Subscriber has received prior consumer consent in accordance with VFCRA§
2480e and applicable Vermont Rules. Subscriber further certifies that the attached copy of§ 2480e of the Vermont
Fair Credit Reporting Statute was received from EVS.
Subscriber: County of Fresno
(please print)
Digitally signed by Gary Cornuelle
Signed By:
Gary C O rn U e I I e Date:2022.02.22 09:49:40-08'00'
Printed Name: Gary Cornuelle
Title: Purchasing Manager
2/22/22
Date:
Please also include the following information:
Compliance Officer or Person Responsible for Credit Reporting Compliance
Printed Name: Hollis Magill (or their designee)
Title: Director of Human Resources
Mailing Address: 2220 Tulare St., 16th Floor
City: Fresno State: CA Zip: 93721
E-Mail Address: hmagill@fresnocountyca.gov
Phone:559-600-1800 Fax: 559-455-4790
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