HomeMy WebLinkAboutAgreement A-22-568 with Navia Benefit Solutions.pdf Agreement No. 22-568
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated December 13, 2022 and is between
3 Navia Benefit Solutions, Inc., a Washington state corporation ("Contractor"), and the County of
4 Fresno, a political subdivision of the State of California ("County").
5 Recitals
6 A. WHEREAS, the County offers its employees Health Care, Dependent Care, Parking and
7 Transit Flexible Spending Account ("FSA") benefits; and
8 B. WHEREAS, the County wishes to offers its employees Health Savings Account("HSA")
9 benefits; and
10 C. WHEREAS, the County's benefits consultant, HUB International, conducted an RFP on
11 the County's behalf, for FSA and HSA administration services; and
12 D. WHEREAS, Contractor's bid was the most responsive; and
13 E. WHEREAS, Contractor shall provide the services described in Exhibit A—Scope of
14 Services to the County for FSA and HSA plans (the "Plan(s)").
15 The parties therefore agree as follows:
16 Article 1
17 Contractor's Services
18 1.1 Scope of Services. The Contractor shall perform all of the services provided in
19 Exhibit A to this Agreement, titled "Scope of Services."
20 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
21 able to perform all of the services provided in this Agreement.
22 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
23 applicable federal, state, and local laws and regulations in the performance of its obligations
24 under this Agreement, including but not limited to workers compensation, labor, and
25 confidentiality laws and regulations. Contractor shall not be responsible for any consequences
26 of County's breach of this Agreement, breach of applicable laws, or unauthorized disclosure of
27 information caused by County.
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1 Article 2
2 County's Responsibilities
3 2.1 The County shall:
4 (A) Timely provide all information required for Contractor to administer the benefits;
5 (B) Pay all undisputed fees as set forth in Article 3, below;
6 (C) Remit sufficient County funds to pay benefits under the Plan(s). These County
7 funds shall not be deemed employee salary reductions or plan assets. If at any time the
8 amount of benefits payable exceeds the amount received County shall transfer an
9 amount necessary to fulfill its obligations under the applicable Plan(s), Contractor may
10 suspend processing all benefit payments, electronic payment cards, and any other
11 reimbursements, and distributions in the event County fails to make sufficient funds
12 available to pay benefits;
13 (D)County shall authorize direct debits from its bank account under the following
14 conditions:
15 (1) Health and Dependent Care FSA. Contractor shall direct debit Employer's
16 checking or savings account within two (2) Business Days of Employer's receipt of
17 the Disbursement Report.
18 (2) Transit and Parking FSA. Contractor shall direct debit County's checking or
19 savings account within two (2) Business Days of County's receipt of the amounts
20 listed in the Final Payroll Deduction Report, as defined herein in Section 2.2.
21 (3) HSA. County shall permit the Bank, as defined herein, to direct debit the
22 amounts needed for individual HSA contributions.
23 2.2 Definitions.
24 (A) "Bank" means the HSA bank responsible for overseeing the funds of HSA
25 participants.
26 (B) "Disbursement Report" means a file or report created by Navia, and provided to
27 the County, that details the benefit disbursements.
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1 (C) "Final Payroll Deduction Report" shall mean the Initial Payroll Deduction Report
2 as amended by Employer for that month.
3 (D)"Initial Payroll Deduction Report" shall mean the report detailing funds ordered,
4 adjustments, and, if applicable, any Employer subsidy.
5 Article 3
6 Compensation, Invoices, and Payments
7 3.1 The County agrees to pay, and the Contractor agrees to receive, compensation for
8 the performance of its services under this Agreement as described in this section.
9 (A) Contractor shall receive processing and administration fees as follows:
10 (1) A biweekly administrative fee of one dollar and eleven cents ($1.11) for
11 employees who are enrolled in a Health Care and/or Dependent Care Flexible
12 Spending Account.
13 (2) A twice-monthly administrative fee of one dollar and twenty cents ($1.20) for
14 employees who are enrolled in a Transit and/or Parking Flexible Spending Account.
15 (3) A twice-monthly administrative fee of seventy-five cents ($0.75)for
16 employees who are enrolled in a Health Savings Account.
17 (B) Contractor shall receive miscellaneous fees as follows:
18 (1) $75 per hour for manual reports not part of the Navia reporting suite.
19 3.2 Maximum Compensation. The maximum compensation payable to the Contractor
20 under this Agreement is $75,000 annually, with a maximum of$400,000 for the entire term of
21 the Agreement with extensions, if any, under section 4.2, "Extension." The Contractor
22 acknowledges that the County is a local government entity, and does so with notice that the
23 County's powers are limited by the California Constitution and by State law, and with notice that
24 the Contractor may receive compensation under this Agreement only for services performed
25 according to the terms of this Agreement and while this Agreement is in effect, and subject to
26 the maximum amount payable under this section. The Contractor further acknowledges that
27 County employees have no authority to pay the Contractor except as expressly provided in this
28 Agreement.
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1 3.3 Invoices. An invoice is not required of the Contractor.
2 3.4 Payment. The County shall remit fees for each covered employee described in
3 Section 3.1, above, on a biweekly basis. The County shall remit such fees within 45 days of
4 their collection. The County shall remit any payment to the Contractor's address specified in the
5 invoice.
6 3.5 Incidental Expenses. The Contractor is solely responsible for all of its costs and
7 expenses that are not specified as payable by the County under this Agreement.
8 Article 4
9 Term of Agreement
10 4.1 Term. This Agreement is effective on January 1st, 2023 and terminates on December
11 31st, 2025, except as provided in section 4.2, "Extension," or Article 6, "Termination and
12 Suspension," below.
13 4.2 Extension. The term of this Agreement may be extended for no more than two, one-
14 year periods only upon written approval of both parties at least 30 days before the first day of
15 the next one-year extension period. The Director of Human Resources or his or her designee is
16 authorized to sign the written approval on behalf of the County based on the Contractor's
17 satisfactory performance. The extension of this Agreement by the County is not a waiver or
18 compromise of any default or breach of this Agreement by the Contractor existing at the time of
19 the extension whether or not known to the County.
20 Article 5
21 Notices
22 5.1 Contact Information. The persons and their addresses having authority to give and
23 receive notices provided for or permitted under this Agreement include the following:
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For the County:
25 Director of Human Resources
County of Fresno
26 2220 Tulare Street, 14tt' Floor
Fresno, CA 93721
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Fax: (559) 455-4787
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For the Contractor:
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1 Account Manager
Chelsea Allen
2 600 Naches Ave SE
Renton, WA 98057
3 callen@naviabenefits.com
4 5.2 Change of Contact Information. Either party may change the information in section
5 5.1 by giving notice as provided in section 5.3.
6 5.3 Method of Delivery. Each notice between the County and the Contractor provided
7 for or permitted under this Agreement must be in writing, state that it is a notice provided under
8 this Agreement, and be delivered either by personal service, by first-class United States mail, by
9 an overnight commercial courier service, by telephonic facsimile transmission, or by Portable
10 Document Format (PDF) document attached to an email.
11 (A) A notice delivered by personal service is effective upon service to the recipient.
12 (B)A notice delivered by first-class United States mail is effective three County
13 business days after deposit in the United States mail, postage prepaid, addressed to the
14 recipient.
15 (C)A notice delivered by an overnight commercial courier service is effective one
16 County business day after deposit with the overnight commercial courier service,
17 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
18 the recipient.
19 (D)A notice delivered by telephonic facsimile transmission or by PDF document
20 attached to an email is effective when transmission to the recipient is completed (but, if
21 such transmission is completed outside of County business hours, then such delivery is
22 deemed to be effective at the next beginning of a County business day), provided that
23 the sender maintains a machine record of the completed transmission.
24 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
25 nothing in this Agreement establishes, waives, or modifies any claims presentation
26 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
27 of Title 1 of the Government Code, beginning with section 810).
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1 Article 6
2 Termination and Suspension
3 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
4 contingent on the approval of funds by the appropriating government agency. If sufficient funds
5 are not allocated, then the County, upon at least 30 days' advance written notice to the
6 Contractor, may:
7 (A) Modify the services provided by the Contractor under this Agreement; or
8 (B) Terminate this Agreement.
9 6.2 Termination for Breach.
10 (A) Upon determining that a breach (as defined in paragraph (C) below) has
11 occurred, the County may give written notice of the breach to the Contractor. The written
12 notice may suspend performance under this Agreement, and must provide at least 30
13 days for the Contractor to cure the breach.
14 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
15 time stated in the written notice, the County may terminate this Agreement immediately.
16 (C) For purposes of this section, a breach occurs when, in the determination of the
17 County, the Contractor has:
18 (1) Obtained or used funds illegally or improperly;
19 (2) Failed to comply with any part of this Agreement;
20 (3) Submitted a substantially incorrect or incomplete report to the County; or
21 (4) Improperly performed any of its obligations under this Agreement.
22 6.3 Termination without Cause. In circumstances other than those set forth above, the
23 County may terminate this Agreement by giving at least 30 days advance written notice to the
24 Contractor. In circumstances other than those set forth above, the Contractor may terminate this
25 Agreement by giving at least 180 days advance written notice to the County.
26 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
27 under this Article 6 is without penalty to or further obligation of the County.
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1 6.5 County's Rights upon Termination. Upon termination for breach under this Article
2 6, the County may demand repayment by the Contractor of any monies disbursed to the
3 Contractor under this Agreement that, in the County's sole judgment, were not expended in
4 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
5 demand. This section survives the termination of this Agreement.
6 Article 7
7 Independent Contractor
8 7.1 Status. In performing under this Agreement, the Contractor, including its officers,
9 agents, employees, and volunteers, is at all times acting and performing as an independent
10 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint
11 venturer, partner, or associate of the County.
12 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
13 manner or method of the Contractor's performance under this Agreement, but the County may
14 verify that the Contractor is performing according to the terms of this Agreement.
15 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no
16 right to employment rights or benefits available to County employees. The Contractor is solely
17 responsible for providing to its own employees all employee benefits required by law. The
18 Contractor shall save the County harmless from all matters relating to the payment of
19 Contractor's employees, including compliance with Social Security withholding and all related
20 regulations.
21 7.4 Services to Others. The parties acknowledge that, during the term of this
22 Agreement, the Contractor may provide services to others unrelated to the County.
23 Article 8
24 Indemnity and Defense
25 8.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
26 County (including its officers, agents, employees, and volunteers) against all claims, demands,
27 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
28 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
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1 the performance or failure to perform by the Contractor(or any of its officers, agents,
2 subcontractors, or employees) under this Agreement. The County may conduct or participate in
3 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or
4 defend the County.
5 8.2 Survival. This Article 8 survives the termination of this Agreement.
6 Article 9
7 Insurance
8 9.1 The Contractor shall comply with all the insurance requirements in Exhibit C to this
9 Agreement.
10 Article 10
11 Inspections, Audits, and Public Records
12 10.1 Inspection of Documents. The Contractor shall make available to the County, and
13 the County may examine at any time during business hours and as often as the County deems
14 necessary, all of the Contractor's records and data with respect to the matters covered by this
15 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
16 request by the County, permit the County to audit and inspect all of such records and data to
17 ensure the Contractor's compliance with the terms of this Agreement and in compliance with all
18 applicable privacy and security laws.
19 10.2 State Audit Requirements. If the compensation to be paid by the County under this
20 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
21 California State Auditor, as provided in Government Code section 8546.7, for a period of three
22 years after final payment under this Agreement. This section survives the termination of this
23 Agreement.
24 10.3 Public Records. The County is not limited in any manner with respect to its public
25 disclosure of this Agreement or any record or data that the Contractor may provide to the
26 County. The County's public disclosure of this Agreement or any record or data that the
27 Contractor may provide to the County may include but is not limited to the following:
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1 (A) The County may voluntarily, or upon request by any member of the public or
2 governmental agency, disclose this Agreement to the public or such governmental
3 agency.
4 (B) The County may voluntarily, or upon request by any member of the public or
5 governmental agency, disclose to the public or such governmental agency any record or
6 data that the Contractor may provide to the County, unless such disclosure is prohibited
7 by court order.
8 (C)This Agreement, and any record or data that the Contractor may provide to the
9 County, is subject to public disclosure under the Ralph M. Brown Act (California
10 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
11 (D)This Agreement, and any record or data that the Contractor may provide to the
12 County, is subject to public disclosure as a public record under the California Public
13 Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning
14 with section 6250) ("CPRA").
15 (E) This Agreement, and any record or data that the Contractor may provide to the
16 County, is subject to public disclosure as information concerning the conduct of the
17 people's business of the State of California under California Constitution, Article 1,
18 section 3, subdivision (b).
19 (F) Any marking of confidentiality or restricted access upon or otherwise made with
20 respect to any record or data that the Contractor may provide to the County shall be
21 disregarded and have no effect on the County's right or duty to disclose to the public or
22 governmental agency any such record or data.
23 10.4 Public Records Act Requests. If the County receives a written or oral request
24 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
25 and which the County has a right, under any provision of this Agreement or applicable law, to
26 possess or control, then the County may demand, in writing, that the Contractor deliver to the
27 County, for purposes of public disclosure, the requested records that may be in the possession
28 or control of the Contractor. Within five business days after the County's demand, the
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1 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
2 possession or control, together with a written statement that the Contractor, after conducting a
3 diligent search, has produced all requested records that are in the Contractor's possession or
4 control, or(b) provide to the County a written statement that the Contractor, after conducting a
5 diligent search, does not possess or control any of the requested records. The Contractor shall
6 cooperate with the County with respect to any County demand for such records. If the
7 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
8 CPRA or other applicable law, it must deliver the record or data to the County and assert the
9 exemption by citation to specific legal authority within the written statement that it provides to
10 the County under this section. The Contractor's assertion of any exemption from disclosure is
11 not binding on the County, but the County will give at least 10 days' advance written notice to
12 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
13 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
14 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
15 failure to produce any such records, or failure to cooperate with the County with respect to any
16 County demand for any such records.
17 Article 11
18 Disclosure of Self-Dealing Transactions
19 11.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation,
20 or changes its status to operate as a corporation.
21 11.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
22 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
23 "Self-Dealing Transaction Disclosure Form" (Exhibit B to this Agreement) and submitting it to the
24 County before commencing the transaction or immediately after.
25 11.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
26 a party and in which one or more of its directors, as an individual, has a material financial
27 interest.
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1 Article 12
2 General Terms
3 12.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
4 Agreement may not be modified, and no waiver is effective, except by written agreement signed
5 by both parties. The Contractor acknowledges that County employees have no authority to
6 modify this Agreement except as expressly provided in this Agreement.
7 12.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
8 under this Agreement without the prior written consent of the other party.
9 12.3 Governing Law. The laws of the State of California govern all matters arising from
10 or related to this Agreement.
11 12.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
12 County, California. Contractor consents to California jurisdiction for actions arising from or
13 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
14 brought and maintained in Fresno County.
15 12.5 Construction. The final form of this Agreement is the result of the parties' combined
16 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
17 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
18 against either party.
19 12.6 Days. Unless otherwise specified, "days" means calendar days.
20 12.7 Headings. The headings and section titles in this Agreement are for convenience
21 only and are not part of this Agreement.
22 12.8 Severability. If anything in this Agreement is found by a court of competent
23 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
24 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
25 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
26 intent.
27 12.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
28 not unlawfully discriminate against any employee or applicant for employment, or recipient of
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1 services, because of race, religious creed, color, national origin, ancestry, physical disability,
2 mental disability, medical condition, genetic information, marital status, sex, gender, gender
3 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
4 all applicable State of California and federal statutes and regulation.
5 12.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
6 of the Contractor under this Agreement on any one or more occasions is not a waiver of
7 performance of any continuing or other obligation of the Contractor and does not prohibit
8 enforcement by the County of any obligation on any other occasion.
9 12.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
10 between the Contractor and the County with respect to the subject matter of this Agreement,
11 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
12 publications, and understandings of any nature unless those things are expressly included in
13 this Agreement. If there is any inconsistency between the terms of this Agreement without its
14 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
15 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
16 exhibits.
17 12.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
18 create any rights or obligations for any person or entity except for the parties.
19 12.13 Authorized Signature. The Contractor represents and warrants to the County that:
20 (A) The Contractor is duly authorized and empowered to sign and perform its
21 obligations under this Agreement.
22 (B) The individual signing this Agreement on behalf of the Contractor is duly
23 authorized to do so and his or her signature on this Agreement legally binds the
24 Contractor to the terms of this Agreement.
25 12.14 Electronic Signatures. The parties agree that this Agreement may be executed by
26 electronic signature as provided in this section.
27 (A) An "electronic signature" means any symbol or process intended by an individual
28 signing this Agreement to represent their signature, including but not limited to (1) a
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1 digital signature; (2) a faxed version of an original handwritten signature; or(3) an
2 electronically scanned and transmitted (for example by PDF document) version of an
3 original handwritten signature.
4 (B) Each electronic signature affixed or attached to this Agreement(1) is deemed
5 equivalent to a valid original handwritten signature of the person signing this Agreement
6 for all purposes, including but not limited to evidentiary proof in any administrative or
7 judicial proceeding, and (2) has the same force and effect as the valid original
8 handwritten signature of that person.
9 (C)The provisions of this section satisfy the requirements of Civil Code section
10 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
11 Part 2, Title 2.5, beginning with section 1633.1).
12 (D) Each party using a digital signature represents that it has undertaken and
13 satisfied the requirements of Government Code section 16.5, subdivision (a),
14 paragraphs (1) through (5), and agrees that each other party may rely upon that
15 representation.
16 (E) This Agreement is not conditioned upon the parties conducting the transactions
17 under it by electronic means and either party may sign this Agreement with an original
18 handwritten signature.
19 12.15 Counterparts. This Agreement may be signed in counterparts, each of which is an
20 original, and all of which together constitute this Agreement.
21 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Agreement on the date stated in the introductory clause.
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Navia Benefit Solutions, Inc. COUNTY OF FRESNO
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4 �-
5 Hilarie Aitken, CEO Brian Pacheco, Chairman of the Board of
6 600 Nachos Ave SW Supervisors of the County of Fresno
Renton WA 98057 Attest:
7 Bernice E. Seidel
Clerk of the Board of Supervisors
8 County of Fresno, State of California
9 By: Gf`L
10 Deputy
11 For accounting use only:
12 Org No.: 89250200
Account No.: 7295
13 Fund No.: 1060
Subclass No.: 10000
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Exhibit A
1 Scope of Services
2 CONTRACTOR SHALL:
3 A.1. Administer the County's Health Care, Dependent Care, Parking and Transit Flexible
4 Spending Account("FSK) programs and the County's Health Savings Account ("HSA") program
5 in compliance with all applicable laws and regulations. FSA claims will be processed and
6 reimbursements to employees will be made, via check or direct deposit, at least two (2)times
7 per week. HSA reimbursements will be processed when requested by the employee.
8 A.2. Maintain individual accounts for all participants crediting biweekly contributions to
9 each account and debiting periodic payments against those accounts. This includes
10 coordinating with the County and its third-party billing firm on payments from participants on
11 unpaid leave of absence("Pay As You Go") and tracking payments and claims of COBRA
12 participants.
13 A.3. Accept claim forms, via online, U.S. mail, and smart phone application.
14 A.4. Provide participants with quarterly account statements, end-of-plan year forfeiture
15 warning notices and Open Enrollment confirmation statements. Employees shall be given the
16 opportunity to sign up for paperless statements/correspondence.
17 A.S. Provide for and identify a dedicated account manager to assist County staff as of the
18 effective date of the Agreement.
19 A.6. Provide a County portal where County staff can access reports, participant account
20 information, etc., as of the effective date of the Agreement.
21 A.7. Provide biweekly reports detailing any discrepancies between a participant's
22 expected and actual biweekly contribution and annual election.
23 A.B. Provide the County with daily and monthly claim payment reports.
24 A.9. Provide the County of Fresno with bank account reconciliation reports, at least
25 monthly, in a format approved by the County.
26 A.10. Perform all non-discrimination tests required under applicable laws and IRS
27 guidance.
28 A.11. Provide notification of material changes in regulations affecting the administration of
A-1
Exhibit A
1 plans, and promptly advise the County on any amendments to the Plan Documents
2 necessitated by changes in applicable laws or regulations.
3 A.12. Provide guidance to the County with regard to interpreting the County's existing
4 Cafeteria Plan Document(IRC Sections 105, 125, 129, and 223) and Commuter Plan
5 Document.
6 A.13. Provide plan participants access to Contractor's staff for inquiries and problem
7 resolution, and for topics such as Contractor's toll-free number and e-mail address, as well as
8 open enrollment fairs. The toll free phone number will be available, at minimum, from 8:00 am to
9 5:00 pm Pacific Standard Time.
10 A.14. Provide a website and smart phone application where participants may review their
11 account information and submit claims and substantiating information, upon the effective date of
12 the Agreement.
13 A.15. Upon request of the County, assist the County in educating its employees on the
14 benefits of the FSA and HSA plans.
15 A.16. Send, at minimum, one (1) representative to the health and wellness fairs during the
16 County's annual Open Enrollment period to assist with plan enrollment.
17 A.17. Provide one debit card to all Health Care FSA and/or HSA participants and an
18 additional card upon request at no additional cost to the participant.
19 A.18. Maintain a fully automated claims adjudication system in compliance with electronic
20 transmission standards and security requirements and all other regulations as required by
21 HIPAA and applicable IRS guidance, including Revenue Ruling 2003-43 and Notice 2006-69.
22 A.19. Receive a biweekly census and deductions file with specifications approved by the
23 County.
24 A.20. Provide a public key to allow for information to be encrypted and securely transmitted
25 via SFTP (FTP over SSH) protocol.
26 A.21. Provide administrative, technical, and physical safeguards to protect any County
27 information maintained in the contractor's custody, consistent with current HIPAA requirements.
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A-2
Exhibit A
1 A.22. Provide a backup system in the event of destruction of the primary system so that
2 administration and accounting for the flex plan would not be disrupted by fire, equipment failure,
3 or other catastrophe.
4 A.23. Process census data provided by County to permit employees and new hires to
5 establish an HSA.
6 A.24. Provide covered employees with website access to HSA to facilitate distribution
7 requests via check or direct deposit and provide access to HSA balance information, investment
8 information, and fund performance.
9 A.25. To the extent Contractor has information, Provide the designated HSA bank (the
10 "Bank") information necessary for the Bank to file any required returns, reports, or other
11 documents to the applicable taxing authorities in connection with the maintenance of the HSAs.
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A-3
Exhibit B
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno ("County"), members of a
contractor's board of directors ("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 used 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.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
B-1
Exhibit B
(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:
Insurance Requirements
1. Required Policies
B-2
Exhibit C
Without limiting the County's right to obtain indemnification from the Contractor or any third
parties, Contractor, at its sole expense, shall maintain in full force and effect the following
insurance policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsement to
this policy naming the County of Fresno, its officers, agents, employees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County
is excess only and not contributing with insurance provided under the Contractor's
policy.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
(C)Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) County's Liability. County's liability insurance with limits of not less than One Million
Dollars ($1,000,000) per occurrence for bodily injury and for disease.
(E) Professional Liability. Professional liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million
Dollars ($3,000,000). If this is a claims-made policy, then (1)the retroactive date must
be prior to the date on which services began under this Agreement; (2) the Contractor
shall maintain the policy and provide to the County annual evidence of insurance for not
less than five years after completion of services under this Agreement; and (3) if the
policy is canceled or not renewed, and not replaced with another claims-made policy
with a retroactive date prior to the date on which services begin under this Agreement,
then the Contractor shall purchase extended reporting coverage on its claims-made
policy for a minimum of five years after completion of services under this Agreement.
(F) Technology Professional Liability (Errors and Omissions). Technology professional
liability (errors and omissions) insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence and in the aggregate. Coverage must encompass all of the
Contractor's obligations under this Agreement, including but not limited to claims
involving Cyber Risks.
(G)Cyber Liability. Cyber liability insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence. Coverage must include claims involving Cyber Risks. The
cyber liability policy must be endorsed to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited to
information or data)that is in the care, custody, or control of the Contractor.
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Exhibit C
Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security
Breach, which may include Disclosure of Personal Information to an Unauthorized Third
Party; (ii) data breach; (iii) breach of any of the Contractor's obligations under Exhibit D
of this Agreement; (iv) system failure; (v) data recovery; (vi) failure to timely disclose
data breach or Security Breach; (vii) failure to comply with privacy policy; (viii) payment
card liabilities and costs; (ix) infringement of intellectual property, including but not
limited to infringement of copyright, trademark, and trade dress; (x) invasion of privacy,
including release of private information; (xi) information theft; (xii) damage to or
destruction or alteration of electronic information; (xiii) cyber extortion; (xiv) extortion
related to the Contractor's obligations under this Agreement regarding electronic
information, including Personal Information; (xv) fraudulent instruction; (xvi) funds
transfer fraud; (xvii)telephone fraud; (xviii) network security; (xix) data breach response
costs, including Security Breach response costs; (xx) regulatory fines and penalties
related to the Contractor's obligations under this Agreement regarding electronic
information, including Personal Information; and (xxi) credit monitoring expenses.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement,
and at any time during the term of this Agreement as requested by the County's Risk
Manager or the County Administrative Office, the Contractor shall deliver, or cause its
broker or producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th
Floor, Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by
mail or email to the person identified to receive notices under this Agreement,
certificates of insurance and endorsements for all of the coverages required under this
Agreement.
(i) Each insurance certificate must state that: (1)the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the
Contractor has waived its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
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Exhibit C
(iv) The professional liability insurance certificate, if it is a claims-made policy, must
also state the retroactive date of the policy, which must be prior to the date on
which services began under this Agreement.
(v) The technology professional liability insurance certificate must also state that
coverage encompasses all of the Contractor's obligations under this Agreement,
including but not limited to claims involving Cyber Risks, as that term is defined in
this Agreement.
(vi) The cyber liability insurance certificate must also state that it is endorsed, and
include an endorsement, to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property(including but not limited
to information or data)that is in the care, custody, or control of the Contractor.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VI I.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
the insurer to provide to the County, written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
County not less than 10 days in advance of cancellation. For cancellation of the policy
for any other reason, and for any other change to the policy, the Contractor shall, or shall
cause the insurer to, provide written notice to the County not less than 30 days in
advance of cancellation or change. The County in its sole discretion may determine that
the failure of the Contractor or its insurer to timely provide a written notice required by
this paragraph is a breach of this Agreement.
(D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer
to deliver, to the County's Risk Manager certificates of insurance and endorsements for
all of the coverages that have such broader coverage, higher limits, or both, as required
under this Agreement.
(E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its
officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Contractor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Contractor's waiver of subrogation under this paragraph is effective
whether or not the Contractor obtains such an endorsement.
(F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
in effect at all times any insurance coverage required under this Agreement, the County
may, in addition to any other remedies it may have, suspend or terminate this
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
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Exhibit C
and charge the cost of that coverage to the Contractor. The County may offset such
charges against any amounts owed by the County to the Contractor under this
Agreement.
(G)Subcontractors. The Contractor shall require and verify that all subcontractors used by
the Contractor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
the Contractor to provide services under this Agreement using subcontractors.
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Exhibit D
Health Insurance Portability and Accountability Act (HIPAA)
1. The County is a "Covered Entity," and the Contractor is a"Business Associate," as
these terms are defined by 45 CFR 160,103. In connection with providing services under the
Agreement, the parties anticipate that the Contractor will create and/or receive Protected Health
Information ("PHI")from or on behalf of the County's Plan. The parties enter into this Business
Associate Agreement(BAA) to comply with the Business Associate requirements of HIPAA, to
govern the use and disclosures of PHI under this Agreement. "HIPAA Rules" shall mean the
Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Parts 160 and 164.
The parties to this Agreement shall be in strict conformance with all applicable federal
and State of California laws and regulations, including, but not limited to California Welfare and
Institutions Code sections 5328, 10850, and 14100.2 et seq.; 42 CFR 2; 42 CFR 431; California
Civil Code section 56 et seq.; the Health Insurance Portability and Accountability Act of 1996, as
amended ("HIPAA"), including, but not limited to, 45 CFR Parts160, 45 CFR 162, and 45 CFR
164; the Health Information Technology for Economic and Clinical Health Act("HITECH")
regarding the confidentiality and security of patient information, including, but not limited to 42
USC 17901 et seq.; and the Genetic Information Nondiscrimination Act("GINA") of 2008
regarding the confidentiality of genetic information.
Except as otherwise provided in this Agreement, the Contractor, as a business associate
of the County's Plan, may use or disclose Protected Health Information ("PHI") to perform
functions, activities or services for or on behalf of the County's Plan, as specified in this
Agreement, provided that such use or disclosure shall not violate HIPAA Rules. The uses and
disclosures of PHI may not be more expansive than those applicable to the County, as the
"Covered Entity" under the HIPAA Rules, except as authorized for management, administrative
or legal responsibilities of the Contractor.
2. The Contractor, including its subcontractors and employees, shall protect from
unauthorized access, use, or disclosure PHI and genetic information, concerning persons receiving
services pursuant to this Agreement, except where permitted in order to carry out data aggregation
purposes for health care operations [45 CFR§§ 164.504(e)(2)(i), 164.504(e)(2)(ii)(A), and
164.504(e)(4)(i)]. This pertains to any and all persons receiving services pursuant to a County-
funded program. This requirement applies to electronic PHI. The Contractor shall not use such
identifying information or genetic information for any purpose other than carrying out the
Contractor's obligations under this Agreement.
3. The Contractor, including its subcontractors and employees, shall not disclose PHI
or genetic information to any person or entity, except as otherwise required to administer the
benefits, specifically permitted by this Agreement, authorized by Subpart E of 45 CFR Part 164 or
other law, required by the Secretary of the United States Department of Health and Human
Services("Secretary"), or authorized by the client/patient in writing. In using or disclosing PHI that
is permitted by this Agreement or authorized by law, the Contractor shall make reasonable efforts
to limit PHI to the minimum necessary to accomplish intended purpose of use, disclosure or
request.
4. For purposes of the above sections, genetic information shall include genetic tests
of family members of an individual or individual(s), manifestation of disease or disorder of family
members of an individual, or any request for or receipt of genetic services by individual or family
D-1
Exhibit D
members. Family member means a dependent or any person who is first, second,third, or fourth
degree relative.
5. The Contractor shall provide access, at the request of the County, and in the time
and manner designated by the County, to PHI in a designated record set(as defined in 45 CFR§
164.501), to an individual or to COUNTY in order to meet the requirements of 45 CFR § 164.524
regarding access by individuals to their PHI. With respect to individual requests, access shall be
provided within thirty(30) days from request. Access may be extended if the Contractor cannot
provide access and provides the individual with the reasons for the delay and the date when
access may be granted. PHI shall be provided in the form and format requested by the individual
or the County.
The Contractor shall make any amendment(s)to PHI in a designated record set at the
request of the County or individual, and in the time and manner designated by the County in
accordance with 45 CFR § 164.526.
The Contractor shall provide to the County or to an individual, in a time and manner
designated by the County, information collected in accordance with 45 CFR § 164.528, to permit
the County to respond to a request by the individual for an accounting of disclosures of PHI in
accordance with 45 CFR § 164.528.
6. The Contractor shall report to the County, in writing, any unauthorized access,
use, disclosure, security incident, or breach of unsecured PHI not permitted by this Agreement
of which the Contractor becomes aware, immediately and without reasonable delay and in no
case later than five (5) business days of discovery, unless applicable law requires earlier or
immediate notice. Immediate notification shall be made to the County's Information Security
Officer and Privacy Officer and the County's Department of Public Health ("DPH") HIPAA
Representative, within five (5) business days of discovery. The notification shall include, to the
extent possible, the identification of each individual whose unsecured PHI has been, or is
reasonably believed to have been, accessed, acquired, used, disclosed, or breached. The
Contractor shall take prompt corrective action to cure any deficiencies and any action pertaining
to such unauthorized disclosure required by applicable federal and State laws and regulations.
The Contractor shall investigate such breach and to the extent Contractor solely caused the
breach, Contractor is responsible for all notifications required by law and regulation or deemed
necessary by the Parties. If the breach was solely caused by Contractor, Contractor shall
provide a written report of the investigation and reporting required to the County's Information
Security Officer and Privacy Officer and the County's DPH HIPAA Representative. If the breach
is caused by County, County is responsible for all notifications required by law and regulation or
deemed necessary by the Parties.
7.
This written investigation and description of any reporting necessary shall be
postmarked within the thirty (30) working days of the discovery of the breach to the addresses
below:
County of Fresno County of Fresno County of Fresno
Department of Public Health Department of Public Health Department of Internal
HIPAA Representative Privacy Officer Services
(559) 600-6439 (559) 600-6405 Information Security Officer
P.O. Box 11867 P.O. Box 11867 (559) 600-5800
D-2
Exhibit D
Fresno, California 93775 Fresno, California 93775 2048 North Fine Street
Fresno, California 93727
8. The Contractor shall make its internal practices, books, and records relating to
the use and disclosure of PHI received from the County, or created or received by the
Contractor on behalf of the County, in compliance with Parts the HIPAA Rules. The Contractor
shall make its internal practices, books, and records relating to the use and disclosure of PHI
received from the County, or created or received by the Contractor on behalf of the County,
available to the Secretary upon demand.
The Contractor shall cooperate with the compliance and investigation reviews conducted
by the Secretary. PHI access to the Secretary must be provided during the Contractor's normal
business hours; however, upon exigent circumstances access at any time must be granted.
Upon the Secretary's compliance or investigation review, if PHI is unavailable to the Contractor
and in possession of a subcontractor of the Contractor, the Contractor must certify to the
Secretary its efforts to obtain the information from the subcontractor.
9. Safeguards
The Contractor shall implement administrative, physical, and technical safeguards as
required by the HIPAA Security Rule, Subpart C of 45 CFR Part 164, that reasonably and
appropriately protect the confidentiality, integrity, and availability of PHI, including electronic
PHI, that it creates, receives, maintains or transmits on behalf of the County and to prevent
unauthorized access, viewing, use, disclosure, or breach of PHI other than as provided for by
this Agreement. The Contractor shall conduct an accurate and thorough assessment of the
potential risks and vulnerabilities to the confidentiality, integrity and availability of electronic PHI.
The Contractor shall develop and maintain a written information privacy and security program
that includes administrative, technical and physical safeguards appropriate to the size and
complexity of the Contractor's operations and the nature and scope of its activities. Upon the
County's request, the Contractor shall provide the County with information concerning such
safeguards.
The Contractor shall implement strong access controls and other security safeguards
and precautions in order to restrict logical and physical access to confidential, personal (e.g.,
PHI) or sensitive data to authorized users only. Said safeguards and precautions shall include
the following administrative and technical password controls for all systems used to process or
store confidential, personal, or sensitive data:
A. Passwords must not be:
(1) Shared or written down where they are accessible or recognizable by anyone
else; such as taped to computer screens, stored under keyboards, or visible
in a work area; or
(2) Stored in clear text
B. Passwords must be:
(1) Eight (8) characters or more in length;
(2) Changed immediately if revealed or compromised; and
(3) Composed of characters from at least three (3) of the following four(4)
groups from the standard keyboard:
a) Upper case letters (A-Z);
b) Lowercase letters (a-z);
D-3
Exhibit D
c) Arabic numerals (0 through 9); and
d) Non-alphanumeric characters (punctuation symbols).
The Contractor shall implement the following security controls on each workstation or
portable computing device(e.g.p, laptop computer) containing confidential, personal, or
sensitive data:
1. Network-based firewall and/or personal firewall;
2. Continuously updated anti-virus software; and
3. Patch management process including installation of all operating system/software
vendor security patches.
The Contractor shall utilize a commercial encryption solution that has received FIPS
140-2 validation to encrypt all confidential, personal, or sensitive data stored on portable
electronic media (including, but not limited to, compact disks and thumb drives) and on portable
computing devices (including, but not limited to, laptop and notebook computers).
The Contractor shall not transmit confidential, personal, or sensitive data via e-mail or
other internet transport protocol unless the data is encrypted. The Contractor must apply
appropriate sanctions against its employees who fail to comply with these safeguards. The
Contractor must adopt procedures for terminating access to PHI when employment of employee
ends.
10. Mitigation of Harmful Effects
The Contractor shall mitigate, to the extent practicable, any harmful effect that is
suspected or known to the Contractor of an unauthorized access, viewing, use, disclosure, or
breach of PHI by the Contractor or its subcontractors in violation of the requirements of these
provisions. The Contractor must document suspected or known harmful effects and the
outcome.
11. The Contractor's Subcontractors
The Contractor shall ensure that any of its contractors, including subcontractors, if
applicable, to whom the Contractor provides PHI received from or created or received by the
Contractor on behalf of the County, agree to the same restrictions, safeguards, and conditions
that apply to the Contractor with respect to such PHI and to incorporate, when applicable, the
relevant provisions of these provisions into each subcontract or sub-award to such agents or
subcontractors.
Nothing in this section 11 or this Exhibit F authorizes the Contractor to perform services
under this Agreement using subcontractors.
12. Employee Training and Discipline
The Contractor shall train and use reasonable measures to ensure compliance with the
requirements of these provisions by employees who assist in the performance of functions or
activities on behalf of the County under this Agreement and use or disclose PHI, and discipline
such employees who intentionally violate any provisions of these provisions, which may include
termination of employment.
13. Termination for Cause
Upon the County's knowledge of a material breach of these provisions by the Contractor,
the County will either:
A. Provide an opportunity for the Contractor to cure the breach or end the violation,
and the County may terminate this Agreement if the Contractor does not cure the
D-4
Exhibit D
breach or end the violation within the time specified by the County; or
B. Immediately terminate this Agreement if the Contractor has breached a material
term of this Exhibit F and cure is not possible, as determined by the County.
C. If neither cure nor termination is feasible, the County's Privacy Officer will report
the violation to the Secretary of the U.S. Department of Health and Human
Services.
14. Judicial or Administrative Proceedings
The County may terminate this Agreement if: (1) the Contractor is found guilty in a
criminal proceeding for a violation of the HIPAA Privacy or Security Laws or the HITECH Act; or
(2)there is a finding or stipulation in an administrative or civil proceeding in which the Contractor
is a party that the Contractor has violated a privacy or security standard or requirement of the
HITECH Act, HIPAA or other security or privacy laws.
15. Effect of Termination
Upon termination or expiration of this Agreement for any reason, the Contractor shall
return or destroy all PHI received from the County (or created or received by the Contractor on
behalf of the County)that the Contractor still maintains in any form, and shall retain no copies of
such PHI. If return or destruction of PHI is not feasible, the Contractor shall continue to extend
the protections of these provisions to such information, and limit further use of such PHI to those
purposes that make the return or destruction of such PHI infeasible. This provision applies to
PHI that is in the possession of subcontractors or agents, if applicable, of the Contractor. If the
Contractor destroys the PHI data, a certification of date and time of destruction shall be
provided to the County by the Contractor upon written request.
16. Compliance with Other Laws
To the extent that other state and/or federal laws provide additional, stricter and/or more
protective privacy and/or security protections to PHI or other confidential information covered
under this BAA, the Contractor agrees to comply with the more protective of the privacy and
security standards set forth in the applicable state or federal laws to the extent such standards
provide a greater degree of protection and security than HIPAA Rules or are otherwise more
favorable to the individual.
17. Disclaimer
The County makes no warranty or representation that compliance by the Contractor with
these provisions, the HITECH Act, or the HIPAA Rules, will be adequate or satisfactory for the
Contractor's own purposes or that any information in the Contractor's possession or control, or
transmitted or received by the Contractor, is or will be secure from unauthorized access,
viewing, use, disclosure, or breach. The Contractor is solely responsible for all decisions made
by the Contractor regarding the safeguarding of PHI.
18. Amendment
The parties acknowledge that Federal and State laws relating to electronic data security
and privacy are rapidly evolving and that amendment of this Exhibit F may be required to
provide for procedures to ensure compliance with such developments. The parties specifically
agree to take such action as is necessary to amend this agreement in order to implement the
standards and requirements of the HIPAA Rules, the HITECH Act and other applicable laws
relating to the security or privacy of PHI. The County may terminate this Agreement upon thirty
(30) days written notice in the event that the Contractor does not enter into an amendment
D-5
Exhibit D
providing assurances regarding the safeguarding of PHI that the County in its sole discretion,
deems sufficient to satisfy the standards and requirements of the HIPAA Rules, and the
HITECH Act.
19. No Third-Party Beneficiaries
Nothing expressed or implied in the provisions of this Exhibit F is intended to confer, and
nothing in this Exhibit F does confer, upon any person other than the County or the Contractor
and their respective successors or assignees, any rights, remedies, obligations or liabilities
whatsoever.
20. Interpretation
The provisions of this Exhibit F shall be interpreted as broadly as necessary to
implement and comply with the HIPAA Rules, and applicable State laws. The parties agree that
any ambiguity in the terms and conditions of these provisions shall be resolved in favor of a
meaning that complies and is consistent with the HIPAA Rules.
21. Regulatory References
A reference in the terms and conditions of these provisions to a section in the HIPAA
Rules means the section as in effect or as amended.
22. Survival
The respective rights and obligations of the Contractor as stated in this Exhibit F survive
the termination or expiration of this Agreement.
23. No Waiver of Obligation
Change, waiver or discharge by the County of any liability or obligation of the Contractor
under this Exhibit F on any one or more occasions is not a waiver of performance of any
continuing or other obligation of the Contractor and does not prohibit enforcement by the County
of any obligation on any other occasion.
D-6