HomeMy WebLinkAboutP-23-479 Integrated Human Services.pdf Contract P-23-479
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement') is dated September 01 , 2023 and is between
3 Integrated Human Services Group, a California corporation ("Contractor'), and the County of
4 Fresno, a political subdivision of the State of California ("County').
5 Recitals
6 A. The County, through its Probation Department (Department), has determined there is a
7 need for technical and adaptive consultation and coaching that will allow the Department to
8 further pursue implementation of effective program and practices, through an organizational
9 inquiry and exploration of existing policy, practice, organizational structure, and function.
10 B. Contractor is a premier consultancy team that delivers training and organizational
11 assistance services, as well as implementation support, for variety of initiatives to public and
12 private organizations in California. Contractor has experience completing organizational inquiry
13 where sensitivity and confidentiality are required and understand the unique approach which the
14 Department requires
15 C. The records disclosed to Contractor by the Department and the Work Product. as
16 defined below, created by the Contractor pursuant to this Agreement may contain sensitive
17 information regarding the operational security of the Department, including the safety and
18 security of Department Probation Officers.
19 D. The Department anticipate that the requested services will be needed through January
20 2024.
21 E_ The County desires to engage the Contractor to provide these services according to the
22 terms of this Agreement.
23 The parties therefore agree as follows:
24 Article 1
25 Contractor's Services
26 1.1 Scope of Services. The Contractor shall perform all of the services provided in
27 Exhibit A to this Agreement, titled "Scope of Services.'
28
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Contract P-23-479
1 1.2 Representation. The Contractor represents that it is qualified. ready, willing, and
2 able to perform all of the services provided in this Agreement.
3 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
4 applicable federal, state, and local laws and regulations in the performance of its obligations
5 under this Agreement, including but not limited to workers compensation, labor, and
6 confidentiality laws and regulations.
7 1.4 Data Security. Contractor shall comply with the provisions of Exhibit E. Data
8 Security.
9 1.5 Reports and Work Product. The Contractor shall provide all reports,
10 recommendations, work product, and documents created during the performance of
11 Contractor's services under this Agreement ("Work Product') to the County Counsel or their
12 designee, with a copy to the Chief Probation Officer. The parties intend for all Work Product to
13 be confidential communications covered by the attorney-client privilege (California Evidence
14 Code §§ 952 and 954) and the attorney work product doctrine (California Code of Civil
15 Procedure §§ 2018.010 through 2018.080). The Contractor shall not disclose Work Product to
16 any person other than the County Counsel or their designee, unless authorized by the County
17 under section 10.5 of this Agreement. The County is the sole owner of all Work Product that is
18 created pursuant to this Agreement.
19 1.6 Confidential Information. All services performed by Contractor under this
20 Agreement shall be in strict conformance with all applicable Federal. State of California and/or
21 local laws and regulations relating to confidentiality. All For the purpose of accessing and
22 handling confidential information, Contractor shall act as the agent for the County Counsel's
23 Office and the Department, as permitted by law, to carry out the scope of work detailed herein
24 Contractor shall have access to data, including, but not limited to offender records, as required
25 for the performance of its duties, including the conduct of research The term "confidential
26 information" includes, but is not limited to, client database, client files, case notes, history, and
27 client information, as well as Department policies, procedures, and information not subject to
28 public disclosure that may be obtained while performing the services in this Agreement.
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Contract P-23-479
1 "Confidential information" shall not include any information which is (a) published or
2 otherwise available to the public; (b) rightfully received by Contractor from a third party without
3 confidentiality limitations; (c) independently developed by Contractor; (d) approved for release
4 by written authorization of County: or (e) required to be disclosed to the extent mandated by
5 law-
6 All Confidential Information shall be protected from disclosure pursuant to the attorney-client
7 privilege and the work product privilege, as stated in section 1.5 of this Agreement, and
8 Government Code §§ 7922.000 (public interest served by not disclosing the record clearly
9 outweighs the public interest served by disclosure of the record). 7923.600 (exemption of
10 records of security procedures), 7927,705 (disclosure exempted by state law). and Penal Code
11 §1203.10 (probation file confidentiality).
12 Contractor shall only use such Confidential Information for research and statistical activities
13 necessary to analyze and make recommendations to the Department on the quality of the
14 services that it provides as part of the criminal justice system, In this regard, there will be a
15 review of assessment results for clients, caseload size and standards, client contact type and
16 frequency. violation rates, referrals to services and recidivism rates. There is also a need to
17 access policies, systems, and processes to determine whether Department and industry
18 practices are properly supported and the extent to which Evidence-Based and/or Evidence-
19 Informed justice practices are implemented with fidelity. This critical quality review of the
20 Department and its services can only be conducted with access to the Confidential Information.
21 The Confidential Intormation shall not be transferred, revealed, shared, or used for purposes
22 other than stated herein. Contractor shall protect from unauthorized disclosure names and other
23 ident;fying information concerning persons receiving services from Department. Work Product
24 derived from this Confidential Information shall not identify specific individuals, but shall focus
25 only on findings and recommendations regarding the quality of services provided by
26 Department.
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Contract P-23-479
1 Article 2
2 County's Responsibilities
3 2.1 The County shall collaborate with the Contractor to coordinate in advance the
4 scheduling of the specific days set aside for services, as defined in Exhibit A.
5 2.2 The County shall designate a point of contact for the Contractor for all
6 communications other than the provision of Work Product. as provided in section 1.5 of this
7 Agreement, which shall be the Chief Probation Officer, with a copy on all communication to the
8 County Counsel,
9 Article 3
10 Compensation, Invoices, and Payments
11 3.1 The County agrees to pay, and the Contractor agrees to receive, compensation for
12 the performance of its services under this Agreement as described in in Exhibit B to this
13 Agreement, title Estimated Budget.
14 3.2 Maximum Compensation. The maximum compensation payable to the Contractor
15 under this Agreement is Sixty — Five Thousand Seven Hundred dollars. (S65,700). In no event
16 shall the total cumulative amount of compensation paid to Contractor for services performed
17 under this Agreement exceed S65,700 which is comprised of an hourly rate of S225.00/hour.
18 The Contractor acknowledges that the County is a local government entity, and does so with
19 notice that the County powers are limited by the Califomia Constitution and by State law, and
20 with notice that the Contractor may receive compensation under this Agreement only for
21 services performed according to the terms of this Agreement and while this Agreement is in
22 effect, and subject to the maximum amount payable under this section. The Contractor further
23 acknowledges that County employees have no authority to pay the Contractor except as
24 expressly provided in this Agreement.
25 3.3 Invoices. The Contractor shall submit monthly invoices to the Office of the County
26 Counsel, 2220 Tulare Street, Suite 500, Fresno, CA 93721. Each invoice shall specifically
27 identify this Agreement number, clearly identify what work was perform and the how many hours
28 are being charged.
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Contract P-23-479
1 The Contractor shall submit each invoice within 60 days after the month in which the Contractor
2 performs services and in any case within 60 days after the end of the term or termination of this
3 Agreement.
4 3.4 Payment. The County shall pay each correctly completed and timely submitted
5 invoice within 45 days after receipt. The County shall remit any payment to the Contractor's
6 address specified in the invoice.
7 3.5 Incidental Expenses. The Contractor is solely responsible for all of its costs and
8 expenses that are not specified as payable by the County under this Agreement.
g Article 4
10 Term of Agreement
11 4.1 Term. This Agreement is effective on September 01 2023 and terminates on
12 January 31, 2024, except as provided in Article 6, "Termination and Suspension," below.
13 Article 5
14 Notices
15 5.1 Contact Information. The persons and their addresses having authority to give and
16 receive notices provided for or permitted under this Agreement include the following:
17
For the County:
18 Chief Probation Officer
County of Fresno
19 Probation Department
3333 E. American Ave., Suite 8
20 Fresno, CA 93725
21 County Counsel
County of Fresno
22 2220 Tulare Street, Suite 500
Fresno, CA 93721
23
For the Contractor:
24 Managing Partner
Richard Knecht, M.S
25 6040 Belfast Way
Roseville, CA 95747
26 rknecht.integratedkids@gmail.com
27
5.2 Change of Contact Information. Either party may change the information in section
28
5.1 by giving notice as provided in section 5.3.
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Contract P-23-479
1 53 Method of Delivery. Each notice between the County and the Contractor provided
2 for or permitted under this Agreement must be in writing, state that it is a notice provided under
3 this Agreement, and be delivered either by personal service, by first-class United States mail, by
4 an overnight commercial courier service. by telephonic facsimile transmission, or by Portablo
5 Document Format (PDF) document attached to an email.
6 (A) A notice delivered by personal service is effective upon service to the recipient.
7 (B) A notice delivered by first-class United States mail is effective three County
8 business days after deposit in the United States mail, postage prepaid, addressed to the
9 recipient.
10 (C) A notice delivered by an overnight commercial courier service is effective one
11 County business day after deposit with the overnight commercial courier service,
12 delivery fees prepaid, with delivery instructions given for next day delivery. addressed to
13 the recipient.
14 (D) A notice delivered by telephonic facsimile transmission or by PDF document
15 attached to an email is effective when transmission to the recipient is completed (but, if
16 such transmission is completed outside of County business hours, then such delivery is
17 deemed to be effective at the next beginning of a County business day), provided that
18 the sender maintains a machine record of the completed transmission.
19 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
20 nothing in this Agreement establishes, waives, or modifies any claims presentation
21 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
22 of Title 1 of the Government Code, beginning with section 810).
23 Article 6
24 Termination and Suspension
25 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
26 contingent on the approval of funds by the appropriating government agency. If sufficient funds
27 are not allocated, then the County, upon at least 30 days' advance written notice to the
28 Contractor, may:
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Contract P-23-479
1 (A) Modify the services provided by the Contractor under this Agreement; or
2 (B) Terminate this Agreement,
3 6.2 Termination for Breach.
4 (A) Upon determining that a breach (as defined in paragraph (C) below) has
5 occurred, the County may give written notice of the breach to the Contractor. The written
6 notice may suspend performance under this Agreement, and must provide at least 30
7 days for the Contractor to cure the breach.
8 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
9 time stated in the written notice, the County may terminate this Agreement immediately.
10 (C) For purposes of this section, a breach occurs when, in the determination of the
11 County, the Contractor has:
12 (1) Obtained or used funds illegally or improperly;
13 (2) Failed to comply with any part of this Agreement;
14 (3) Submitted a substantially incorrect or incomplete report to the County. or
15 (4) Improperly performed any of its obligations under this Agreement.
16 6.3 Termination without Cause. In circumstances other than those set forth above, the
17 County may terminate this Agreement by giving at least 30 days advance written notice to the
18 Contractor.
19 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
20 under this Article 6 is without penalty to or further obligation of the County.
21 6.5 County's Rights upon Termination. Upon termination for breach under this Article
22 6. the County may demand repayment by the Contractor of any monies disbursed to the
23 Contractor under this Agreement that. in the County's sole judgment, were not expended in
24 compliance with this Agreement The Contractor shall promptly refund all such monies upon
25 demand. This section survives the termination of this Agreement.
26 111
27 111
28 Ill
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Contract P-23-479
1 Article 7
2 Independent Contractor
3 71 Status_ In performing under this Agreement, the Contractor, including its officers,
4 agents, employees, and volunteers, is at all times acting and performing as an indopondont
5 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint
6 venturer, partner, or associate of the County.
7 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
8 manner or method of the Contractor's performance under this Agreement, but the County may
9 verify that the Contractor is performing according to the terms of this Agreement.
10 7,3 Benefits. Because of its status as an independent contractor, the Contractor has no
11 right to employment rights or benefits available to County employees. The Contractor is solely
12 responsible for providing to its own employees all employee benefits required by law. The
13 Contractor shall save the County harmless from all matters relating to the payment of
14 Contractor's employees, including compliance with Social Security withholding and all related
15 regulations.
16 7.4 Services to Others. The parties acknowledge that, during the term of this
17 Agreement, the Contractor may provide services to others unrelated to the County.
18 Article 8
19 Indemnity and Defense
20 8.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
21 County (including its officers, agents, employees, and volunteers) against all claims, demands.
22 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
23 liabilities of any kind to the County: the Contractor, or any third party that arise from or relate to
24 the performance or failure to perform by the Contractor (or any of its officers, agents,
25 subcontractors, or employees) under this Agreement. The County may conduct or participate in
26 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or
27 defend the County.
28 8.2 Survival. This Article 8 survives the termination of this Agreement.
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Contract P-23-479
1 Article 9
2 Insurance
3 9.1 The Contractor shall comply with all the insurance requirements in Exhibit D to this
4 Agreement.
5 Article 10
6 Inspections, Audits, and Public Records
7 101 Inspection of Documents. The Contractor shall make available to the County. and
8 the County may examine at any time during business hours and as often as the County deems
9 necessary, all of the Contractor's records and data with respect to the matters covered by this
10 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
11 request by the County, permit the County to audit and inspect all of such records and data to
12 ensure the Contractor's compliance with the terms of this Agreement
13 10.2 State Audit Requirements. If the compensation to be paid by the County under this
14 Agreement exceeds S10,000. the Contractor is subject to the examination and audit of the
15 California State Auditor, as provided in Government Code section 8546.7, for a period of three
16 years after final payment under this Agreement This section survives the termination of this
17 Agreement,
18 10.3 Public Records. The County is not limited in any manner with respect to its public
19 disclosure of this Agreement or any record or data that the Contractor may provide to the
20 County. The County s public disclosure of this Agreement or any record or data that the
21 Contractor may provide to the County may include but is not limited to the following:
22 (A) The County may voluntarily, or upon request by any member of the public or
23 governmental agency, disclose this Agreement to the public or such governmental
24 agency
25 (B) The County may voluntarily, or upon request by any member of the public or
26 governmental agency, disclose to the public or such governmental agency any record or
27 data that the Contractor may provide to the County, unless such disclosure is prohibited
28 by court order, or unless any record or data is exempt from disclosure under State law.
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Contract P-23-479
1 (C) This Agreement, and any record or data that the Contractor may provide to the
2 County, is subject to public disclosure under the Ralph M Brown Act (California
3 Government Code, Title 5, Division 2, Part 1, Chapter 9. beginning with section 54950),
4 unless any record or data is exempt from disclosure under State law.
5 (D) This Agreement, and any record or data that the Contractor may provide to the
6 County, is subject to public disclosure as a public record under the California Public
7 Records Act (California Government Coder Title 1, Division 7. Chapter 3.5. beginning
8 with section 6250) ("CPRA"), unless any record or data is exempt from disclosure under
9 State law.
10 (E) This Agreement, and any record or data that the Contractor may provide to the
11 County, is subject to public disclosure as information concerning the conduct of the
12 people's business of the State of California under California Constitution. Article 1,
13 section 3, subdivision (b), unless any record or data is exempt from disclosure under
14 State law.
15 (F) Any marking of confidentiality or restricted access upon or otherwise made with
16 respect to any record or data that the Contractor may provide to the County shall be
17 disregarded and have no effect on the Countys right or duty to disclose to the public or
18 governmental agency any such record or data.
19 10.4 Public Records Act Requests. If the County receives a written or oral request
20 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
21 and which the County has a right, under any provision of this Agreement or applicable law, to
22 possess or control, then the County may demand, in writing, that the Contractor deliver to the
23 County, for purposes of public disclosure, the requested records that may be in the possession
2.4 or control of the Contractor. Within five business days after the County's demand, the
25 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
26 possession or control, together with a written statement that the Contractor, after conducting a
27 diligent search, has produced all requested records that are in the Contractor's possession or
28 control. or (b) provide to the County a written statement that the Contractor, after conducting a
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Contract P-23-479
1 diligent search, does not possess or control any of the requested records. The Contractor shall
2 cooperate with the County with respect to any County demand for such records. if the
3 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
4 CPRA or other applicable law. it must deliver the record or data to the County and assort the
5 exemption by citation to specific legal authority within the written statement that it provides to
6 the County under this section. The Contractor's assertion of any exemption from disclosure is
7 not binding on the County, but the County will give at least 10 days' advance written notice to
8 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
9 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
10 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
11 failure to produce any such records, or failure to cooperate with the County with respect to any
12 County demand for any such records.
13 10.5 Work Product Notwithstanding any other provisions of this Article 10, all Work
14 Product is protected from disclosure pursuant to the attorney-client privilege and the work
15 product privilege, as stated in section 1.5 of this Agreement, and Government Code §§
16 7922.000 (public interest served by not disclosing the record clearly outweighs the public
17 interest served by disclosure of the record), 7923,600 (exemption of records of security
18 procedures), 7927.705 (disclosure exempted by state law). and Penal Code §1203.10
19 (probation file confidentiality).
20
21 Article 11
22 Disclosure of Self-Dealing Transactions
23 11.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation,
24 or changes its status to operate as a corporation.
25 11.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
26 self-dealing transaction. he or she shall disclose the transaction by completing and signing a
27 'Self-Dealing Transaction Disclosure Form" (Exhibit C to this Agreement) and submitting it to
28 the County before commencing the transaction or immediately after.
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Contract P-23-479
1 11.3 Definition. 'Self-dealing transaction' means a transaction to which the Contractor is
2 a party and in which one or more of its directors, as an individual, has a material financial
3 interest.
4 Article 12
5 General Terms
6 12.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
7 Agreement may not be modified, and no waiver is effective, except by written agreement signed
8 by both parties. The Contractor acknowledges that County employees have no authority to
9 modify this Agreement except as expressly provided in this Agreement.
10 12.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
11 under this Agreement without the prior written consent of the other party.
12 12.3 Governing Law. The laws of the State of California govern all matters arising from
13 or related to this Agreement.
14 12.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
15 County. California. Contractor consents to California jurisdiction for actions arising from or
16 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
17 brought and maintained in Fresno County.
18 12.5 Construction. The final form of this Agreement is the result of the parties' combined
19 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
20 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
21 against either party.
22 12.6 Days. Unless otherwise specified, "days" means calendar days.
23 12.7 Headings. The headings and section titles in this Agreement are for convenience
24 only and are not part of this Agreement.
25 12.8 Severability. If anything in this Agreement is found by a court of competent
26 jurisdiction to be unlawful or otherwise unenforceable. the balance of this Agreement remains in
27 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
28 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
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Contract P-23-479
1 intent.
2 12.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
3 not unlawfully discriminate against any employee or applicant for employment, or recipient of
4 services, because of race. religious creed, color. national origin, ancestry. physical disability,
5 mental disability, medical condition, genetic information, marital status, sex, gender, gender
6 identity, gender expression, age, sexual orientation. military status or veteran status pursuant to
7 all applicable State of Califomia and federal statutes and regulation.
8 12.10 No Waiver. Payment. waiver, or discharge by the County of any liability or obligation
9 of the Contractor under this Agreement on any one or more occasions is not a waiver of
10 performance of any continuing or other obligation of the Contractor and does not prohibit
11 enforcement by the County of any obligation on any other occasion.
12 12.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
13 between the Contractor and the County with respect to the subject matter of this Agreement,
14 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
15 publications, and understandings of any nature unless those things are expressly included in
16 this Agreement. If there is any inconsistency between the terms of this Agreement without its
17 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
18 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
19 exhibits.
20 12.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
21 create any rights or obligations for any person or entity except for the parties.
22 12.13 Authorized Signature. The Contractor represents and warrants to the County that:
23 (A) The Contractor is duly authorized and empowered to sign and perform its
24 obligations under this Agreement.
25 (B) The individual signing this Agreement on behalf of the Contractor is duly
26 authorized to do so and his or her signature on this Agreement legally binds the
27 Contractor to the terms of this Agreement.
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Contract P-23-479
1 12.14 Electronic Signatures. The parties agree that this Agreement may be executed by
2 electronic signature as provided in this section.
3 (A) An "electronic signature" means any symbol or process intended by an individual
4 signing this Agreement to represent their signature, including but not limited to (1) a
5 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
6 electronically scanned and transmitted (for example by PDF document) version of an
7 original handwritten signature.
8 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
9 equivalent to a valid original handwritten signature of the person signing this Agreement
10 for all purposes, including but not limited to evidentiary proof in any administrative or
11 judicial proceeding, and (2) has the same force and effect as the valid original
12 handwritten signature of that person.
13 (C) The provisions of this section satisfy the requirements of Civil Code section
14 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code. Division 3,
15 Part 2. Title 2.5, beginning with section 1633.1).
16 (D) Each party using a digital signature represents that it has undertaken and
17 satisfied the requirements of Government Code section 16.5, subdivision (a),
18 paragraphs (1) through (5), and agrees that each other party may rely upon that
19 representation.
20 (E) This Agreement is not conditioned upon the parties conducting the transactions
21 under it by electronic means and either party may sign this Agreement with an original
22 handwritten signature.
23 12.15 Counterparts. This Agreement maybe signed in counterparts, each of which is an
24 original, and all of which together constitute this Agreement.
25 [SIGNATURE PAGE FOLLOWS)
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Contract P-23-479
1 The parties are signing this Agreement on the date stated in the introductory clause
2
3 INTEGRATED HUMAN SERVICES GROUP COUNTY OF FRESNO
Gary l�Ornu P,lle Digitally signed by Gary Cornuelle
4 Date:2023.09.07 14:57:23-07'00'
5 ichard Knecht: M.S.. Managing Partner Gary E. Cornuelle, Purchasing Manager
6040 Belfast Way 333 W Pontiac Way
6 Roseville, CA 935747 Clovis, CA 93612
7
8
9 For accounting use only:
10 Org No.: 34309999
Account No.: 7295
11 Fund No.: 0001
Subclass No.: 10000
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Contract P-23-479
Exhibit A
1 Scope of Services
2 The consultation services shall include, but not be limited to:
3 1. A review of case files, case notes. and history, to objectively establish
4 benchmark practice and trends, in order to identify gaps or needs in the client
5 supervision process-
6 2. Exploratory interviews and inquiry with leadership and line staff.
7 3. Observation of selected programmatic functions of the department, with a
8 focus on what decision-making systems allow evaluation and tracking of
9 policy, practice and outcomes to mission and vision.
10 4. A review of selected outcomes data and reporting, which would generally
11 include, Assessment results for PRCS clients, caseload size and standards.
12 client contact type and frequency, violation rates, referrals to services and
13 recidivism rates.
14 5. A review of selected policies and management systems, to potentially include
15 observation of client assessment processes. case assignment processes,
16 case plan development, supervision strategies. and how decisions are made
17 to submit violations of probation and make arrests.
18 6. A review and consideration of training and staff development plans.
19
20 IHSG Competency and Ability
21
22 IHSG's consultancy team will be led by Mark Hake, an experienced former Chief Probation
23 Officer. Mark has more than thirty years of leadership and organizational change experience
24 and is a trusted advisor to the Chief Probation Officers of California. He will be assisted and
25 supported by David Coughran, former Probation Manager in Placer County, and by Richard
26 Knecht, M.S., the Managing Partner at IHSG. Additional expertise and technical support will be
27 available from IHSG's affiliates as needed. IHSG has experience completing organizational
28 inquiry where sensitivity and confidentiality are required and understand the unique
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Contract P-23-479
Exhibit A
1 approach which this type of organizational assessment requires.
2
3 An agency evaluation of this nature requires several consultant competencies. These include
4 and are premised in a specific and highly attuned level of expertise, which is uniquely available
5 in IHSG's teams experience and, as it relates to public safety, the capability to begin the
6 agency review process immediately. The IHSG consultants assigned to this project will begin
7 immediately, and will:
8
9 • Review and establish weather department and industry practices are properly
10 supported at both leadership and practices levels, and the extent to which
11 Evidence Based and/or Evidence Informed justice practices are implemented
12 with fidelity.
13 • Know and understand the Probation's Agency's purpose and function, in a
14 context of both public safety and partnership with other county and state
15 systems.
16 . Possess a breadth of expertise in parallel sectors, including Health and Human
17 Services and Mental Health systems, where the agency's partnerships play key
18 roles in ensuring access to and effectiveness of care for clients being served.
19 Identify the critical relationship between onboarding, training and supervisory
20 process, to staff practices in the field.
21
22 Project Deliverables
231 J
Deliverable Hours Estimated
24 Due Date
25 1. Department leaders-hip exploratory t
p p e�p October l>_ 202
26 meetin s
2. Review of recently conducted Case 6N October 30, 202
27 Revie\%-s and completion of
28 additional case exploration (8)
A-2
Contract P-23-479
Exhibit A
1 3. Review of Kev Policv and Procedure 64 November 15,
documents to include—Probation 2023
2 Role and Authority; Organizational
3 Structure and Administration;
General Operations. Intake,
4 Orientation,and Supenision; and
Field and Special Operations
5 4. Key Team Member/Stakeholder 38 September 30,
Lrtervie%vs(16) 2023
6
7 5. Review of Training Plans,plan 24 September 30,
contents or other identified guidance 2023
8 documents
6. Mapping of Services/client processes 48 October 30,
9 or intercept/intervention points 2023
10
7. Review of related relevant data.. 12 November 15.
11 reports and outcomes 2023
12 8. Delivery of final report and 24 December 22.
13 recommendations for next steps 2023
14 Total Hours 292 N/A
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Contract P-23-479
Exhibit B
1 Estimated Budget
2 The Contractor will be compensated for performance of its services under this
3 Agreement as provided in this Exhibit B. The Contractor is not entitled to any compensation
4 except as expressly provided in this Exhibit e.
5 The recommended scope of work will require approximately 292 hours, at an hourly rate of S225
6 an hour. In no event shall the total cumulative amount of compensation paid to Contractor for
7 services performed under this Agreement exceed S65,700, which is comprised of an hourly rate
8 of S225.00/hour_ All hourly rates are inclusive. No travel, mileage, housing or per diems will be
9 invoiced to County, unless required by this Agreement.
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Contract P-23-479
Exhibit C
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 members 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).
C-1
Contract P-23-479
Exhibit C
(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:
C-2
Contract P-23-479
Exhibit D
Insurance Requirements
1. Required Policies
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 (S2,000,000) per occurrence and an annual aggregate of
Four Million Dollars (S4,000,000). 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 (S1,000,000) 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. Contractor warrants that it has no employees,
therefore does not require workers compensation insurance.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars (S1,000,000) per occurrence for bodily injury and for disease.
(E) Professional Liability. Professional liability insurance with limits of not less than One
Million Dollars (S1,000,000) 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) Cyber Liability. Cyber Lability insurance with limits of not less than Two Million Dollars
(S2,000,000) 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.
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 E
D-1
Contract P-23-479
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.
(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.
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Contract P-23-479
Exhibit D
(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-
(F) 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,
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.
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Contract P-23-479
Exhibit D
(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.
D-4
Contract P-23-479
Exhibit E
Data Security
1. Definitions
Capitalized terms used in this Exhibit E have the meanings set forth in this section 1
(A) "Authorized Employees means the Contractor's employees who have access to
Personal Information.
(B) "Authorized Persons" means: (i) any and all Authorized Employees; and (ii) any and all
of the Contractors subcontractors, representatives, agents, outsourcers, and
consultants, and providers of professional services to the Contractor. who have access
to Personal Information and are bound by law or in writing by confidentiality obligations
sufficient to protect Personal Information in accordance with the terms of this Exhibit E.
(C) "Director" means the County's Director of Internal Services/Chief Information Officer or
his or her designee
(D) "Disclose" or any derivative of that word means to disclose, release, transfer,
disseminate, or otherwise provide access to or communicate all or any part of any
Personal Information orally, in writing, or by electronic or any other means to any person.
(E) ''Person" means any natural person, corporation, partnership. limited liability company,
firm, or association.
(F) 'Personal Information" means any and all information, including any data, provided, or
to which access is provided, to the Contractor by or upon the authorization of the
County, under this Agreement, including but not limited to vital records. that: (i) identifies,
describes, or relates to. or is associated with. or is capable of being used to identify,
describe. or relate to, or associate with, a person (including, without limitation, names,
physical descriptions, signatures, addresses. telephone numbers, e-mail addresses,
education, financial matters, employment history, and other unique identifiers. as well as
statements made by or attributable to the person). (ii) is used or is capable of being used
to authenticate a person (including, without limitation. employee identification numbers,
government-issued identification numbers, passwords or personal identification numbers
(PINs), financial account numbers, credit report information, answers to security
questions, and other personal identifiers); or (iii) is personal information within the
meaning of California Civil Code section 1798.3, subdivision (a), or 1798.80, subdivision
(e). Personal Information does not include publicly available information that is lawfully
made available to the general public from federal, state, or local government records.
(G)"Privacy Practices Complaint" means a complaint received by the County relating to
the Contractor's (or any Authorized Person's) privacy practices, or alleging a Security
Breach Such complaint shall have sufficient detail to enable the Contractor to promptly
investigate and take remedial action under this Exhibit E.
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Contract P-23-479
Exhibit E
(H) "Security Safeguards" means physical, technical, administrative or organizational
security procedures and practices put in place by the Contractor (or any Authorized
Persons) that relate to the protection of the security, confidentiality, value, or integrity of
Personal Information. Security Safeguards shall satisfy the minimal requirements set
forth in section 3(C) of this Exhibit E.
(1) "Security Breach" means (i) any act or omission that compromises either the security,
confidentiality, value. or integrity of any Personal Information or the Security Safeguards,
or (ii) any unauthorized Use. Disclosure. or modification of, or any foss or destruction of,
or any corruption of or damage to, any Personal Information.
(J) "Use" or any derivative of that word means to receive, acquire, collect, apply,
manipulate, employ, process, transmit, disseminate, access, store, disclose, or dispose
of Personal Information,
2. Standard of Care
(A) The Contractor acknowledges that in the course of its engagement by the County under
this Agreement, the Contractor, or any Authorized Persons, may Use Personal
Information only as permitted in this Agreement.
(B) The Contractor acknowledges that Personal Information is deemed to be confidential
information of, or owned by, the County (or persons from whom the County receives or
has received Personal Information) and is not confidential information of or owned or by,
the Contractor, or any Authorized Persons. The Contractor further acknowledges that all
right, title, and interest in or to the Personal Information remains in the County (or
persons from whom the County receives or has received Personal Information)
regardless of the Contractors. or any Authorized Persons, Use of that Personal
Information.
(C) The Contractor agrees and covenants in favor of the Country that the Contractor shall:
(i) keep and maintain all Personal Information in strict confidence, using such
degree of care under this section 2 as is reasonable and appropriate to avoid a
Security Breach:
(ii) Use Personal Information exclusively for the purposes for which the Personal
Information is made accessible to the Contractor pursuant to the terms of this
Exhibit E;
(iii) not Use, Disclose, sell, rent, license, or otherwise make available Personal
Information for the Contractor's own purposes or for the benefit of anyone other
than the County, without the County's express prior written consent, which the
County may give or withhold in its sole and absolute discretion; and
(iv) not, directly or indirectly, Disclose Personal Information to any person (an
"Unauthorized Third Party") other than Authorized Persons pursuant to this
Agreement, without the Director's oxpress prior written consent.
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Contract P-23-479
Exhibit E
(D) Notwithstanding the foregoing paragraph, in any case in which the Contractor believes it,
or any Authorized Person, is required to disclose Personal Information to government
regulatory authorities, or pursuant to a legal proceeding, or otherwise as may be
required by applicable law. Contractor shall (i) immediately notify the County of the
specific demand for, and legal authority for the disclosure, including providing County
with a copy of any notice, discovery demand, subpoena, or order, as applicable,
received by the Contractor, or any Authorized Person, from any government regulatory
authorities, or in relation to any legal proceeding, and (ii) promptly notify the County
before such Personal Information is offered by the Contractor for such disclosure so that
the County may have sufficient time to obtain a court order or take any other action the
County may deem necessary to protect the Personal Information from such disclosure.
and the Contractor shall cooperate with the County to minimize the scope of such
disclosure of such Personal Information.
(E) The Contractor shall remain liable to the County for the actions and omissions of any
Unauthorized Third Party concerning its Use of such Personal Information as if they
were the Contractor's own actions and omissions.
3. Information Security
(A) The Contractor covenants, represents and warrants to the County that the Contractor's
Use of Personal Information under this Agreement does and will at all times comply with
all applicable federal. state, and local, privacy and data protection laws. as well as all
other applicable regulations and directives, including but not limited to California Civil
Code, Division 3. Part 4, Title 1.81 (beginning with section 1798.80), and the Song-
Beverly Credit Card Act of 1971 (California Civil Code, Division 3, Part 4. Title 1.3,
beginning with section 1747), If the Contractor Uses credit, debit or other payment
cardholder information, the Contractor shall at all times remain in compliance with the
Payment Card Industry Data Security Standard ("PCI DSS') requirements, including
remaining aware at all times of changes to the PCI DSS and promptly implementing and
maintaining all procedures and practices as may be necessary to remain in compliance
with the PCI DSS. in each case, at the Contractor's sole cost and expense.
(B) The Contractor covenants, represents and warrants to the County that, as of the
effective date of this Agreement, the Contractor has not received notice of any violation
of any privacy or data protection laws, as well as any other applicable regulations or
directives, and is not the subject of any pending legal action or investigation by, any
government regulatory authority regarding same.
(C) Without limiting the Contractor's obligations under section 3(A) of this Exhibit E, the
Contractor's (or Authorized Person's) Security Safeguards shall be no less rigorous than
accepted industry practices and, at a minimum, include the following:
0) limiting Use of Personal Information strictly to the Contractor's and Authorized
Persons' technical and administrative personnel who are necessary for the
Contractor's, or Authorized Persons', Use of the Personal Information pursuant to
this Agreement;
(ii) ensuring that all of the Contractor's connectivity to County computing systems
will only be through the County's security gateways and firewalls, and only
E-3
Contract P-23-479
Exhibit E
through security procedures approved upon the express prior written consent of
the Director;
(iii) to the extent that they contain or provide access to Personal Information, (a)
securing business facilities. data centers, paper files, servers, back-up systems
and computing equipment, operating systems, and software applications,
including, but not limited to. all mobile devices and other equipment, operating
systems, and software applications with information storage capability; (b)
employing adequate controls and data security measures, both internally and
externally, to protect (1) the Personal Information from potential loss or
misappropriation, or unauthorized Use, and (2) the County's operations from
disruption and abuse; (c) having and maintaining network, device application,
database and platform security; (d) maintaining authentication and access
controls within media, computing equipment, operating systems, and software
applications; and (e) installing and maintaining in all mobile, wireless, or
handheld devices a secure internet connection, having continuously updated
anti-virus software protection and a remote wipe feature always enabled, all of
which is subject to express prior written consent of the Director.
(iv) encrypting all Personal Information at advance encryption standards of Advanced
Encryption Standards (AES) of 128 bit or higher (a) stored on any mobile
devices, including but not limited to hard disks. portable storage devices, or
remote installation. or (b) transmitted over public or wireless networks (the
encrypted Personal Information must be subject to password or pass phrase, and
be stored on a secure server and transferred by means of a Virtual Private
Network (VPN) connection. or another type of secure connection, all of which is
subject to express prior written consent of the Director);
(v) stnctly segregating Personal Information from all other information of the
Contractor. including any Authorized Person, or anyone with whom the
Contractor or any Authorized Person deals so that Personal Information is not
commingled with any other types of information;
(vi) having a patch management process including installation of all operating system
and software vendor security patches'.
(vii) maintaining appropriate personnel security and integrity procedures and
practices, including, but not limited to, conducting background checks of
Authorized Employees consistent with applicable law; and
(viii) providing appropriate privacy and information security training to Authorized
Employees.
(D) During the term of each Authorized Employee's employment by the Contractor. the
Contractor shall cause such Authorized Employees to abide strictly by the Contractors
obligations under this Exhibit E. The Contractor shall maintain a disciplinary process to
address any unauthorized Use of Personal Information by any Authorized Employees.
(E) The Contractor shall, in a secure manner, backup daily, or more frequently if it is the
Contractor's practice to do so more frequently. Personal Information received from the
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Contract P-23-479
Exhibit E
County, and the County shall have immediate, real time access. at all times, to such
backups via a secure, remote access connection provided by the Contractor, through the
I nternet.
(F) The Contractor shall provide the County with the name and contact information for each
Authorized Employee (including such Authorized Employee's work shift, and at least one
alternate Authorized Employee for each Authorized Employee during such work shift)
who shall serve as the County's primary security contact with the Contractor and shall be
available to assist the County twenty-four (24) hours per day, seven (7) days per week
as a contact in resolving the Contractor's and any Authorized Persons' obligations
associated with a Security Breach or a Privacy Practices Complaint.
(G)The Contractor shall not knowingly include or authorize any Trojan Horse, back door,
time bomb, drop dead device, worm. virus, or other code of any kind that may disable,
erase, display any unauthorized message within, or otherwise impair any County
computing system, with or without the intent to cause harm.
4. Security Breach Procedures
(A) Immediately upon the Contractor's awareness or reasonable belief of a Security Breach.
the Contractor shall (i) notify the Director of the Security Breach, such notice to be given
first by telephone at the following telephone number, followed promptly by email at the
following email address: (559) 600-6200 / servicedesk@fresnocountyca.gov (which
telephone number and email address the County may update by providing notice to the
Contractor), and (ii) preserve all relevant evidence (and cause any affected Authorized
Person to preserve all relevant evidence) relating to the Security Breach. The notification
shall include, to the extent reasonably possible, the identification of each type and the
extent of Personal Information that has been, or is reasonably believed to have been,
breached, including but not limited to, compromised, or subjected to unauthorized Use,
Disclosure, or modification, or any loss or destruction, corruption, or damage.
(B) Immediately following the Contractor's notification to the County of a Security Breach, as
provided pursuant to section 4(A) of this Exhibit E, the Parties shall coordinate with each
other to investigate the Security Breach. The Contractor agrees to fully cooperate with
the County, including, without limitation.
(i) assisting the County in conducting any investigation;
(ii) providing the County with physical access to the facilities and operations
affected;
(iii) facilitating interviews with Authorized Persons and any of the Contractor's other
employees knowledgeable of the matter: and
(iv) making available all relevant records, logs, files, data reporting and other
materials required to comply with applicable law, regulation. industry standards,
or as otherwise reasonably required by the County.
To that end, the Contractor shall, with respect to a Security Breach, be solely
responsible, at its cost. for all notifications required by law and regulation, or deemed
reasonably necessary by the County, and the Contractor shall provide a written report of
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Contract P-23-479
Exhibit E
the investigation and reporting required to the Director within 30 days after the
Contractor's discovery of the Security Breach.
(C) County shall promptly notify the Contractor of the Director's knowledge, or reasonable
belief, of any Privacy Practices Complaint, and upon the Contractor's receipt of that
notification. the Contractor shall promptly address such Privacy Practices Complaint,
including taking any corrective action under this Exhibit E, all at the Contractors sole
expense, in accordance with applicable privacy rights, laws, regulations and standards.
In the event the Contractor discovers a Security Breach, the Contractor shall treat the
Privacy Practices Complaint as a Security Breach. Within 24 hours of the Contractor's
receipt of notification of such Privacy Practices Complaint. the Contractor shall notify the
County whether the matter is a Security Breach, or otherwise has been corrected and
the manner of correction; or determined not to require corrective action and the reason
for that determination.
(D) The Contractor shall take prompt corrective action to respond to and remedy any
Security Breach and take mitigating actions, including but not limiting to, preventing any
reoccurrence of the Security Breach and correcting any deficiency in Security
Safeguards as a result of such incident, all at the Contractor's sole expense, in
accordance with applicable privacy rights, laws, regulations and standards. The
Contractor shall reimburse the County for all reasonable costs incurred by the County in
responding to, and mitigating damages caused by, any Security Breach, including all
costs of the County incurred relation to any litigation or other action described section
4(E) of this Exhibit E.
(E) The Contractor agrees to cooperate, at its sole expense, with the County in any litigation
or other action to protect the County's rights relating to Personal Information, including
the rights of persons from whom the County receives Personal Information_
5. Oversight of Security Compliance
(A) The Contractor shall have and maintain a written information security policy that
specifies Security Safeguards appropriate to the size and complexity of the Contractor's
operations and the nature and scope of its activities.
(B) Upon the County's written request, to confirm the Contractors compliance with this
Exhibit E, as well as any applicable laws, regulations and industry standards, the
Contractor grants the County or, upon the County's election, a third party on the
County's behalf, permission to perform an assessment, audit, examination or review of
all controls in the Contractor's physical and technical environment in relation to all
Personal Information that is Used by the Contractor pursuant to this Agreement. The
Contractor shall fully cooperate with such assessment, audit or examination, as
applicable, by providing the County or the third party on the County's behalf, access to
all Authorized Employees and other knowledgeable personnel, physical premises,
documentation, infrastructure and application software that is Used by the Contractor for
Personal Information pursuant to this Agreement. In addition, the Contractor shall
provide the County with the results of any audit by or on behalf of the Contractor that
assesses the effectiveness of the Contractor's information security program as relevant
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Contract P-23-479
Exhibit E
to the security and confidentiality of Personal Information Used by the Contractor or
Authorized Persons during the course of this Agreement under this Exhibit E.
(C) The Contractor shall ensure that all Authorized Persons who Use Personal Information
agree to the same restrictions and conditions in this Exhibit E. that apply to the
Contractor with respect to such Personal Information by incorporating the relevant
provisions of these provisions into a valid and binding written agreement between the
Contractor and such Authorized Persons, or amending any written agreements to
provide same.
6. Return or Destruction of Personal Information. Upon the termination of this Agreement,
the Contractor shall, and shall instruct all Authorized Persons to, promptly return to the County
all Personal Information, whether in written. electronic or other form or media, in its possession
or the possession of such Authorized Persons, in a machine readable form used by the County
at the time of such return, or upon the express prior written consent of the Director, securely
destroy all such Personal Information, and certify in writing to the County that such Personal
Information have been returned to the County or disposed of securely, as applicable. If the
Contractor is authorized to dispose of any such Personal Information. as provided in this Exhibit
E, such certification shall state the date, time, and manner(including standard) of disposal and
by whom, specifying the title of the individual. The Contractor shall comply with all reasonable
directions provided by the Director with respect to the return or disposal of Personal Information
and copies of Personal Information. if return or disposal of such Personal Information or copies
of Personal Information is not feasible, the Contractor shall notify the County according,
specifying the reason, and continue to extend the protections of this Exhibit E to all such
Personal Information and copies of Personal Information. The Contractor shall not retain any
copy of any Personal Information after returning or disposing of Personal Information as
required by this section 6. The Contractor's obligations under this section 6 survive the
termination of this Agreement and apply to all Personal Information that the Contractor retains if
return or disposal is not feasible and to all Personal Information that the Contractor may later
discover.
7. Equitable Relief. The Contractor acknowledges that any breach of its covenants or
obligations set forth in this Exhibit E may cause the County irreparable harm for which monetary
damages would not be adequate compensation and agrees that, in the event of such breach or
threatened breach, the County is entitled to seek equitable relief, including a restraining order,
injunctive relief. specific performance and any other relief that may be available from any court,
in addition to any other remedy to which the County may be entitled at law or in equity. Such
remedies shall not be deemed to be exclusive but shall be in addition to all other remedies
available to the County at law or in equity or under this Agreement.
8. Indemnity. The Contractor shall defend, indemnify and hold harmless the County, its
officers. employees, and agents, (each, a "County Indemnitee") from and against any and all
infringement of intellectual property including, but not limited to infringement of copyright,
trademark, and trade dress, invasion of privacy, information theft, and extortion, unauthorized
Use, Disclosure, or modification of, or any loss or destruction of, or any corruption of or damage
to, Personal Information, Security Breach response and remedy costs, credit monitoring
expenses, forfeitures, losses, damages, liabilities. deficiencies, actions. judgments, interest,
awards. fines and penalties (including regulatory fines and penalties), costs or expenses of
E-7
Contract P-23-479
Exhibit E
whatever kind, including attorneys' fees and costs, the cost of enforcing any right to
indemnification or defense under this Exhibit E and the cost of pursuing any insurance
providers, arising out of or resulting from any third party claim or action against any County
Indemnitee in relation to the Contractor's, its officers, employees, or agents. or any Authorized
Employees or Authorized Persons, performance or failure to perform under this Exhibit E or
arising out of or resulting from the Contractor's failure to comply with any of its obligations under
this section 8. The provisions of this section 8 do not apply to the acts or omissions of the
County. The provisions of this section 8 are cumulative to any other obligation of the Contractor
to, defend, indemnify, or hold harmless any County Indemnitee under this Agreement. The
provisions of this section 8 shall survive the termination of this Agreement.
9. Survival. The respective rights and obligations of the Contractor and the County as stated
in this Exhibit E shall survive the termination of this Agreement.
10. No Third Party Beneficiary. Nothing express or implied in the provisions of in this Exhibit E
is intended to confer, nor shall anything in this Exhibit E confer, upon any person other than the
County or the Contractor and their respective successors or assignees, any rights, remedies,
obligations or liabilities whatsoever.
11. No County Warranty. The County does not make any warranty or representation whether
any Personal Information in the Contractor's (or any Authorized Persons) possession or control.
or Use by the Contractor (or any Authorized Person), pursuant to the terms of this Agreement is
or will be secure from unauthorized Use, or a Security Breach or Privacy Practices Complaint.
E-8
I N T E G R A T E D
HUMAN SERVICES
GROUP , I. I. C .
Consultation and Technical Assistance
Fresno County Department of Probation
July 20, 2023
Project Goals and Outcomes
There are several processes and inquiry points that these consultation services would potentially invite.
These would include, but not be limited to:
1. A review of case files, case notes, and history, to objectively establish benchmark practice and
trends, in order to identify gaps or needs in the client supervision process.
2. Exploratory interviews and inquiry with leadership and line staff.
3. Observation of selected programmatic functions of the department, with a focus on what decision-
making systems allow evaluation and tracking of policy,practice and outcomes to mission and
vision.
4. A review of selected outcomes data and reporting, which would generally include, Assessment
results for PRCS clients, caseload size and standards, client contact type and frequency, violation
rates, referrals to services and recidivism rates.
5. A review of selected policies and management systems, to potentially include observation of client
assessment processes, case assignment processes, case plan development, supervision strategies,
and how decisions are made to submit violations of probation and make arrests.
6. A review and consideration of training and staff development plans.
IHSG Competency and Ability
IHSG's consultancy team will be led by Mark Hake, an experienced former Chief Probation Officer.
Mark has more than thirty years of leadership and organizational change experience and is a trusted
advisor to the Chief Probation Officers of California. He will be assisted and supported by David
Coughran, former Probation Manager in Placer County, and by Richard Knecht, M.S., the Managing
Partner at IHSG. Additional expertise and technical support will be available from IHSG's affiliates as
needed. IHSG has experience completing organizational inquiry where sensitivity and confidentiality are
required and understand the unique approach which this type of organizational assessment requires.
An agency evaluation of this nature requires several consultant competencies. These include and are
premised in a specific and highly attuned level of expertise, which is uniquely available in IHSG's team's
experience and, as it relates to public safety, the capability to begin the agency review process
immediately. The IHSG consultants assigned to this project are poised to begin immediately, and possess
the ability to:
• Review and establish whether department and industry practices are properly supported at both
leadership and practice levels, and the extent to which Evidenced Based and/or Evidenced
Informed justice practices are implemented with fidelity.
• Know and understand the Probation Agency's purpose and function, in a context of both public
safety and partnership with other county and state systems.
• Possess a breadth of expertise in parallel sectors, including Health and Human Services and
Mental Health systems, where the agency's partnerships play key roles in ensuring access to and
effectiveness of care for clients being served.
• Identify the critical relationship between onboarding, training and supervisory process, to staff
practice in the field.
Project Deliverables
Deliverable Hours Estimated Due
Date
I. Department leadership exploratory meetings 14 October 15, 2023
2. Review of recently conducted Case Reviews and 68 October 30, 2023
completion of additional case exploration 8
3. Review of Key Policy and Procedure documents to 64 November 15, 2023
include--Probation Role and Authority;
Organizational Structure and Administration;
General Operations; Intake, Orientation, and
Supervision; and Field and Special Operations
4. Key Team Member/Stakeholder Interviews (16) 38 September 30, 2023
5. Review of Training Plans,plan contents or other 24 September 30, 2023
identified guidance documents
6. Mapping of Services/client processes or 48 October 30, 2023
intercept/intervention points
7. Review of related relevant data, reports and 12 November 15, 2023
outcomes
8. Delivery of final report and recommendations for 24 December 22, 2023
next steps
Total Hours 292 N/A
Estimated Budget
2
The full suite of recommended steps above would require approximately 292 hours, at a rate of
$225.00/hour. Total estimated contract fees not to exceed$65,700. All hourly rates are inclusive. No
travel, mileage, housing or per diems will be invoiced to County,unless required by the Agreement. If
required, this rate would be adjusted slightly downward, to reflect county cost for mileage, housing, etc.
Respectfully Submitted,
Richard Knecht, M.S.
Managing Partner, Integrated Human Services Group, LLC
(916)303-0154
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Integrated Human Services Group—June 2023 —Page