HomeMy WebLinkAboutP-23-481 Sierra Education and Research Institute.pdf SERVICE AGREEMENT NUMBER: P-23-481
Sierra Education and Research Institute
09/08/2023
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated September 08, 2023 and is between
3 Sierra Education and Research Institute, a California non-profit corporation, whose address is
4 5730 N. First Street#105, Fresno, CA 93710 ("Contractor"), and the County of Fresno, a
5 political subdivision of the State of California ("County").
6 Recitals
7 A. The County's Probation Department desires to use Contractor to conduct psychological
8 assessments and provide counseling to offenders on probation or incarcerated at the County
9 jail.
10 B. The goal of the services is to reduce recidivism by targeting behaviors that lead to or
11 continue criminal behavior. The services to be provided have been developed around the
12 identified and assessed needs of the offender and with the direction of a probation officer or
13 case manager at the jail.
14 C. Contractor uses doctoral candidate interns to provide the services since the interns are
15 required to complete mandatory clinical hours in order to be certified psychologists.
16 The parties therefore agree as follows:
17 Article 1
18 Contractor's Services
19 1.1 Scope of Services. The Contractor shall perform all of the services provided in
20 Exhibit A to this Agreement, titled "Scope of Services."
21 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
22 able to perform all of the services provided in this Agreement.
23 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
24 applicable federal, state, and local laws and regulations in the performance of its obligations
25 under this Agreement, including but not limited to workers compensation, labor, and
26 confidentiality laws and regulations.
27 1.4 Confidential Information. Contractor shall comply with all provisions of Exhibit E,
28 Data Security.
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SERVICE AGREEMENT NUMBER: P-23-481
Sierra Education and Research Institute
09/08/2023
1 1.5 Prison Rape Elimination Act (PREA) —Contractor shall train all employees on
2 PREA, and will follow the Guidelines set forth by the Fresno County Sheriffs Office, attached as
3 Exhibit F. The Sheriffs Office has zero tolerance for any incidence of sexual assault, sexual
4 harassment, or sexual misconduct, and makes every effort to comply with applicable
5 components of the Federal Prison Rape Elimination Act of 2003. The Sheriffs Office is
6 committed to providing a safe, humane, secure environment, free from sexual assault or abuse,
7 and has implemented procedures for appropriate prevention, detection, intervention, and
8 treatment for all victims of sexual assault. All reported incidents of sexual assault will be
9 investigated.
10 1.6 No Hostage Policy- Contractor's employees shall be advised of the possibility that
11 a hostage taking incident could occur at any time, and of the "No Hostage" policy, as set forth in
12 Exhibit G, attached and incorporated by this reference, which means that there shall be no
13 bargaining for the release of hostages in exchange for the release of confined inmates or
14 minors.
15 1.7 The services may be provided at the Jail facilities. Contractor shall not have any right
16 to control or exclusively possess all or any portion of any County facility, including the Jail, and
17 at any time, authorized County staff may enter County facilities, including the Jail, where
18 Contractor is performing services.
19 Article 2
20 County's Responsibilities
21 2.1 The County shall provide Contractor's employees assigned to the County jail, and
22 allowed admittance by County as provided herein, with Vendor identification badges, for
23 performance of services under this Agreement.
24 2.2 The County shall provide direction to Contractor's employees in the event of a
25 disturbance inside the County Jail.
26 2.3 The County shall compensate Contractor for satisfactorily provided services and
27 reimburse Contractor for allowable reasonable and necessary expenses incurred, as provided
28 under Article 3, "Compensation, Invoices, and Payments,"of this Agreement.
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SERVICE AGREEMENT NUMBER: P-23-481
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1 Article 3
2 Compensation, Invoices, and Payments
3 3.1 The County agrees to pay, and the Contractor agrees to receive, compensation for
4 the performance of its services under this Agreement as described in Exhibit B to this
5 Agreement, titled "Compensation."
6 3.2 Maximum Compensation. The maximum compensation payable to the Contractor
7 under this Agreement is one hundred thousand dollars ($100,000). In no event shall the total
8 cumulative amount of compensation paid to Contractor for services performed under this
9 Agreement exceed $100,000 which is comprised of an hourly rate as reflected in Exhibit B. The
10 Contractor acknowledges that the County is a local government entity, and does so with notice
11 that the County's powers are limited by the California Constitution and by State law, and with
12 notice that the Contractor may receive compensation under this Agreement only for services
13 performed according to the terms of this Agreement and while this Agreement is in effect, and
14 subject to the maximum amount payable under this section. The Contractor further
15 acknowledges that County employees have no authority to pay the Contractor except as
16 expressly provided in this Agreement.
17 3.3 Invoices. The Contractor shall submit monthly invoices to the County of Fresno
18 Probation Department, Attention: Business Office, at 3333 E. American Avenue, Suite B,
19 Fresno, CA 93725 or e-mail them to ProbationInvoices@fresnocountyca.gov. Each invoice shall
20 specifically identify this Agreement number, clearly identify what work was perform and how
21 many hours being charged. The Contractor shall submit each invoice within 60 days after the
22 month in which the Contractor performs services and in any case within 60 days after the end of
23 the term or termination of this Agreement.
24 3.4 Payment. The County shall pay each correctly completed and timely submitted
25 invoice within 45 days after receipt. The County shall remit any payment to the Contractor's
26 address specified in the invoice.
27 3.5 Incidental Expenses. The Contractor is solely responsible for all of its costs and
28 expenses that are not specified as payable by the County under this Agreement.
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SERVICE AGREEMENT NUMBER: P-23-481
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1 Article 4
2 Term of Agreement
3 4.1 Term. This Agreement is effective on_9/15/23 and terminates on
4 _3/14/24 , except as provided in Article 6, "Termination and Suspension," below.
5
6 Article 5
7 Notices
8 5.1 Contact Information. The persons and their addresses having authority to give and
9 receive notices provided for or permitted under this Agreement include the following:
10
For the County:
11 Chief Probation Officer
County of Fresno
12 3333 E. American Avenue, Suite B
Fresno, CA 93725
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14 For the Contractor:
Executive Director
15 Sierra Education and Research Institute
5730 N. First St., Suite 105-503
16 Fresno, CA 93710
17 5.2 Change of Contact Information. Either party may change the information in section
18 5.1 by giving notice as provided in section 5.3.
19 5.3 Method of Delivery. Each notice between the County and the Contractor provided
20 for or permitted under this Agreement must be in writing, state that it is a notice provided under
21 this Agreement, and be delivered either by personal service, by first-class United States mail, by
22 an overnight commercial courier service, by telephonic facsimile transmission.
23 (A)A notice delivered by personal service is effective upon service to the recipient.
24 (B) A notice delivered by first-class United States mail is effective three County
25 business days after deposit in the United States mail, postage prepaid, addressed to the
26 recipient.
27 (C)A notice delivered by an overnight commercial courier service is effective one
28 County business day after deposit with the overnight commercial courier service,
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SERVICE AGREEMENT NUMBER: P-23-481
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1 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
2 the recipient.
3 (D)A notice delivered by telephonic facsimile transmission or by PDF document
4 attached to an email is effective when transmission to the recipient is completed (but, if
5 such transmission is completed outside of County business hours, then such delivery is
6 deemed to be effective at the next beginning of a County business day), provided that
7 the sender maintains a machine record of the completed transmission.
8 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
9 nothing in this Agreement establishes, waives, or modifies any claims presentation
10 requirements or procedures provided by law, including the Government Claims Act(Division 3.6
11 of Title 1 of the Government Code, beginning with section 810).
12 Article 6
13 Termination and Suspension
14 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
15 contingent on the approval of funds by the appropriating government agency. If sufficient funds
16 are not allocated, then the County, upon at least 30 days' advance written notice to the
17 Contractor, may:
18 (A) Modify the services provided by the Contractor under this Agreement; or
19 (B) Terminate this Agreement.
20 6.2 Termination for Breach.
21 (A) Upon determining that a breach (as defined in paragraph (C) below) has
22 occurred, the County may give written notice of the breach to the Contractor. The written
23 notice may suspend performance under this Agreement, and must provide at least 30
24 days for the Contractor to cure the breach.
25 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
26 time stated in the written notice, the County may terminate this Agreement immediately.
27 (C) For purposes of this section, a breach occurs when, in the determination of the
28 County, the Contractor has:
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SERVICE AGREEMENT NUMBER: P-23-481
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1 (1) Obtained or used funds illegally or improperly;
2 (2) Failed to comply with any part of this Agreement;
3 (3) Submitted a substantially incorrect or incomplete report to the County; or
4 (4) Improperly performed any of its obligations under this Agreement.
5 6.3 Termination without Cause. In circumstances other than those set forth above, the
6 County may terminate this Agreement by giving at least 30 days advance written notice to the
7 Contractor.
8 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
9 under this Article 6 is without penalty to or further obligation of the County.
10 6.5 County's Rights upon Termination. Upon termination for breach under this Article
11 6, the County may demand repayment by the Contractor of any monies disbursed to the
12 Contractor under this Agreement that, in the County's sole judgment, were not expended in
13 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
14 demand. This section survives the termination of this Agreement.
15 Article 7
16 Independent Contractor
17 7.1 Status. In performing under this Agreement, the Contractor, including its officers,
18 agents, employees, and volunteers, is at all times acting and performing as an independent
19 contractor, in an independent capacity, and not as an officer, agent, servant, employee,joint
20 venturer, partner, or associate of the County.
21 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
22 manner or method of the Contractor's performance under this Agreement, but the County may
23 verify that the Contractor is performing according to the terms of this Agreement.
24 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no
25 right to employment rights or benefits available to County employees. The Contractor is solely
26 responsible for providing to its own employees all employee benefits required by law. The
27 Contractor shall save the County harmless from all matters relating to the payment of
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SERVICE AGREEMENT NUMBER: P-23-481
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1 Contractor's employees, including compliance with Social Security withholding and all related
2 regulations.
3 7.4 Services to Others. The parties acknowledge that, during the term of this
4 Agreement, the Contractor may provide services to others unrelated to the County.
5 Article 8
6 Indemnity and Defense
7 8.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
8 County (including its officers, agents, employees, and volunteers)against all claims, demands,
9 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
10 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
11 the performance or failure to perform by the Contractor(or any of its officers, agents,
12 subcontractors, or employees) under this Agreement. The County may conduct or participate in
13 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or
14 defend the County.
15 8.2 Survival. This Article 8 survives the termination of this Agreement.
16 Article 9
17 Insurance
18 9.1 The Contractor shall comply with all the insurance requirements in Exhibit D to this
19 Agreement.
20 Article 10
21 Inspections, Audits, and Public Records
22 10.1 Inspection of Documents. The Contractor shall make available to the County, and
23 the County may examine at any time during business hours and as often as the County deems
24 necessary, all of the Contractor's records and data with respect to the matters covered by this
25 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
26 request by the County, permit the County to audit and inspect all of such records and data to
27 ensure the Contractor's compliance with the terms of this Agreement.
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SERVICE AGREEMENT NUMBER: P-23-481
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1 10.2 State Audit Requirements. If the compensation to be paid by the County under this
2 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
3 California State Auditor, as provided in Government Code section 8546.7, for a period of three
4 years after final payment under this Agreement. This section survives the termination of this
5 Agreement.
6 10.3 Public Records. The County is not limited in any manner with respect to its public
7 disclosure of this Agreement or any record or data that the Contractor may provide to the
8 County. The County's public disclosure of this Agreement or any record or data that the
9 Contractor may provide to the County may include but is not limited to the following:
10 (A) The County may voluntarily, or upon request by any member of the public or
11 governmental agency, disclose this Agreement to the public or such governmental
12 agency.
13 (B)The County may voluntarily, or upon request by any member of the public or
14 governmental agency, disclose to the public or such governmental agency any record or
15 data that the Contractor may provide to the County, unless such disclosure is prohibited
16 by court order.
17 (C)This Agreement, and any record or data that the Contractor may provide to the
18 County, is subject to public disclosure under the Ralph M. Brown Act (California
19 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
20 (D)This Agreement, and any record or data that the Contractor may provide to the
21 County, is subject to public disclosure as a public record under the California Public
22 Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning
23 with section 6250) ("CPRA").
24 (E)This Agreement, and any record or data that the Contractor may provide to the
25 County, is subject to public disclosure as information concerning the conduct of the
26 people's business of the State of California under California Constitution, Article 1,
27 section 3, subdivision (b).
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SERVICE AGREEMENT NUMBER: P-23-481
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1 (F) Any marking of confidentiality or restricted access upon or otherwise made with
2 respect to any record or data that the Contractor may provide to the County shall be
3 disregarded and have no effect on the County's right or duty to disclose to the public or
4 governmental agency any such record or data.
5 10.4 Public Records Act Requests. If the County receives a written or oral request
6 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
7 and which the County has a right, under any provision of this Agreement or applicable law, to
8 possess or control, then the County may demand, in writing, that the Contractor deliver to the
9 County, for purposes of public disclosure, the requested records that may be in the possession
10 or control of the Contractor. Within five business days after the County's demand, the
11 Contractor shall (a)deliver to the County all of the requested records that are in the Contractor's
12 possession or control, together with a written statement that the Contractor, after conducting a
13 diligent search, has produced all requested records that are in the Contractor's possession or
14 control, or(b) provide to the County a written statement that the Contractor, after conducting a
15 diligent search, does not possess or control any of the requested records. The Contractor shall
16 cooperate with the County with respect to any County demand for such records. If the
17 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
18 CPRA or other applicable law, it must deliver the record or data to the County and assert the
19 exemption by citation to specific legal authority within the written statement that it provides to
20 the County under this section. The Contractor's assertion of any exemption from disclosure is
21 not binding on the County, but the County will give at least 10 days' advance written notice to
22 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
23 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
24 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
25 failure to produce any such records, or failure to cooperate with the County with respect to any
26 County demand for any such records.
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SERVICE AGREEMENT NUMBER: P-23-481
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09/08/2023
1 Article 11
2 Disclosure of Self-Dealing Transactions
3 11.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation,
4 or changes its status to operate as a corporation.
5 11.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
6 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
7 "Self-Dealing Transaction Disclosure Form" (Exhibit C to this Agreement)and submitting it to
8 the County before commencing the transaction or immediately after.
9 11.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
10 a party and in which one or more of its directors, as an individual, has a material financial
11 interest.
12 Article 12
13 General Terms
14 12.1 Modification. Except as provided in Article 6, "Termination and Suspension,"this
15 Agreement may not be modified, and no waiver is effective, except by written agreement signed
16 by both parties. The Contractor acknowledges that County employees have no authority to
17 modify this Agreement except as expressly provided in this Agreement.
18 12.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
19 under this Agreement without the prior written consent of the other party.
20 12.3 Governing Law. The laws of the State of California govern all matters arising from
21 or related to this Agreement.
22 12.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
23 County, California. Contractor consents to California jurisdiction for actions arising from or
24 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
25 brought and maintained in Fresno County.
26 12.5 Construction. The final form of this Agreement is the result of the parties' combined
27 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
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1 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
2 against either party.
3 12.6 Days. Unless otherwise specified, "days" means calendar days.
4 12.7 Headings. The headings and section titles in this Agreement are for convenience
5 only and are not part of this Agreement.
6 12.8 Severability. If anything in this Agreement is found by a court of competent
7 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
8 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
9 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
10 intent.
11 12.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
12 not unlawfully discriminate against any employee or applicant for employment, or recipient of
13 services, because of race, religious creed, color, national origin, ancestry, physical disability,
14 mental disability, medical condition, genetic information, marital status, sex, gender, gender
15 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
16 all applicable State of California and federal statutes and regulation.
17 12.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
18 of the Contractor under this Agreement on any one or more occasions is not a waiver of
19 performance of any continuing or other obligation of the Contractor and does not prohibit
20 enforcement by the County of any obligation on any other occasion.
21 12.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
22 between the Contractor and the County with respect to the subject matter of this Agreement,
23 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
24 publications, and understandings of any nature unless those things are expressly included in
25 this Agreement. If there is any inconsistency between the terms of this Agreement without its
26 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
27 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
28 exhibits.
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SERVICE AGREEMENT NUMBER: P-23-481
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1 12.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
2 create any rights or obligations for any person or entity except for the parties.
3 12.13 Consistent Federal Income Tax Position. Contractor acknowledges that the Jail
4 has been acquired, constructed, or improved using net proceeds of governmental tax-exempt
5 bonds ("Bond-Financed Facility"). Contractor agrees that, with respect to this Agreement and
6 the Bond Financed Facility, Contractor is not entitled to take, and shall not take, any position
7 (also known as a "tax position")with the Internal Revenue Service ("IRS")that is inconsistent
8 with being a "service provider"to County, as a "qualified user"with respect to the Bond-
9 Financed Facility, as "managed property,"as all of those terms are used in Internal Revenue
10 Service Revenue Procedure 2017-13, and to that end, for example, and not as a limitation,
11 Contractor agrees that Contractor shall not, in connection with any federal income tax return
12 that it files with the IRS or any other statement or information that it provides to the IRS, (a)
13 claim ownership, or that it is a lessee, of any portion of the Bond Financed Facility, or(b)claim
14 any depreciation or amortization deduction, investment tax credit, or deduction for any payment
15 as rent with respect to the Bond-Financed Facility.
16 12.14 Authorized Signature. The Contractor represents and warrants to the County that:
17 (A)The Contractor is duly authorized and empowered to sign and perform its
18 obligations under this Agreement.
19 (B)The individual signing this Agreement on behalf of the Contractor is duly
20 authorized to do so and his or her signature on this Agreement legally binds the
21 Contractor to the terms of this Agreement.
22 12.15 Electronic Signatures.The parties agree that this Agreement may be executed by
23 electronic signature as provided in this section.
24 (A)An "electronic signature" means any symbol or process intended by an individual
25 signing this Agreement to represent their signature, including but not limited to (1) a
26 digital signature; (2) a faxed version of an original handwritten signature; or(3)an
27 electronically scanned and transmitted (for example by PDF document)version of an
28 original handwritten signature.
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SERVICE AGREEMENT NUMBER: P-23-481
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1 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
2 equivalent to a valid original handwritten signature of the person signing this Agreement
3 for all purposes, including but not limited to evidentiary proof in any administrative or
4 judicial proceeding, and (2) has the same force and effect as the valid original
5 handwritten signature of that person.
6 (C)The provisions of this section satisfy the requirements of Civil Code section
7 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
8 Part 2, Title 2.5, beginning with section 1633.1).
9 (D) Each party using a digital signature represents that it has undertaken and
10 satisfied the requirements of Government Code section 16.5, subdivision (a),
11 paragraphs (1)through (5), and agrees that each other party may rely upon that
12 representation.
13 (E) This Agreement is not conditioned upon the parties conducting the transactions
14 under it by electronic means and either party may sign this Agreement with an original
15 handwritten signature.
16 12.16 Counterparts. This Agreement may be signed in counterparts, each of which is an
17 original, and all of which together constitute this Agreement.
18 [SIGNATURE PAGE FOLLOWS]
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SERVICE AGREEMENT NUMBER: P-23-481
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1 The parties are signing this Agreement on the date stated in the introductory clause.
2
SIERRA EDUCATION AND RESEARCH COUNTY OF FRESNO
3 INSTITUTE
GaryDig Corinuily elleigned by Gary
4 Date:2023.09.08 10:36:59
Cornuelle -07'00'
5 Gary E. Cornuelle, Purchasing Manager
J rPrice-Sharps, President and C` ical 333 W. Pontiac Way
6 Dir Clovis, CA 93612
7 5730 N. First St., Suite 105-503
Fresno, CA 93710
8
9 For accounting use only:
10 Org No.: 34300390
Account No.: 7295
11 Fund No.: 0001
Subclass No.: 10000
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SERVICE AGREEMENT NUMBER: P-23-481
Sierra Education and Research Institute
09/08/2023
Exhibit A
1 Scope of Services
2 The Sierra Educational and Research Group (SERI) will provide services to adult
3 offending populations including:
4 1. Management and placement of pre-doctoral interns, post-doctoral interns and
5 doctoral practicum students in conjunction with the Clinical Coordinator and Clinical
6 Supervisor.
7 2. Coordination of training for interns to include Assessments: Becks Depression Index
8 (BDI), Trails A& B for cognitive functioning, Psychological Social System Index
9 (PSSI)and Static Risk Offender Needs Guide (STRONG)Thinking for a Change
10 (T4C); Necessary assessments for defendants being considered for Veteran's
11 Treatment Court; Counseling with a focus on offender cognitive needs and
12 collaborative case management, individual and group treatment methodologies,
13 marital and family therapies.
14 3. The interns will provide a minimum of 80 hours of counseling service per week and
15 will include the services listed in items 4 through 12 below.
16 4. Counseling services for offenders to include individual and group treatment for:theft
17 groups, gang involvement, drug sales, sex crimes and domestic violence groups.
18 5. Coaching and ongoing offender support in problem life areas.
19 6. Psycho-educational services to identified populations.
20 7. Dual diagnosis services as appropriate.
21 8. Parenting classes and communication skills both in and out of custody.
22 9. Impulse control and anger management for identified populations.
23 10.Aftercare supportive and bridging services to released offenders.
24 11. Collaboration with the Fresno County Probation Department, the Fresno County
25 Sheriff's Office and jail staff as well as other identified program staff in offender
26 services.
27 12. Other relevant duties as identified by the Chief Probation Officer or designee.
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SERVICE AGREEMENT NUMBER: P-23-481
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Exhibit B
1 Compensation
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 B.
5 1. Project Coordinator shall be compensated at an hourly rate of$32 with an annual
6 maximum of$60,000.
7 2. Intern Coordinator shall be compensated at an hourly rate of$29 with an annual
8 maximum of$25,000.
9 3. Intern Supervisor shall be compensated at an hourly rate of$57 with an annual
10 maximum of$27,500.
11 4. Part-Time Clinical Provider shall be compensated at an hourly rate of$20 with an
12 annual maximum of$15,000.
13 5. Office supplies shall be reimbursed at actual cost, with an annual maximum not to
14 exceed $2,000. Contractor shall be responsible for office supplies exceeding $2,000
15 annually.
16 6. A psychological Assessment Tool shall be purchased by Contractor and reimbursed
17 at actual cost, not to exceed $500 annually.
18 7. Contractor is permitted to invoice for Overhead Costs (i.e. office space rental, utilities,
19 administrative) at a rate of 7.85% of actual Salary and Benefit costs included in this
20 Agreement, not to exceed an annual maximum of$10,000.
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SERVICE AGREEMENT NUMBER: P-23-481
Sierra Education and Research Institute
09/08/2023
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 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).
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SERVICE AGREEMENT NUMBER: P-23-481
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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:
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SERVICE AGREEMENT NUMBER: P-23-481
Sierra Education and Research Institute
09/08/2023
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 ($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)Employer's Liability. Employer'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) 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.
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,
Data Security, of this Agreement; (iv) system failure; (v) data recovery; (vi)failure to
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SERVICE AGREEMENT NUMBER: P-23-481
Sierra Education and Research Institute
09/08/2023
Exhibit D
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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SERVICE AGREEMENT NUMBER: P-23-481
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Exhibit D
(v) 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: VII.
(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,
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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SERVICE AGREEMENT NUMBER: P-23-481
Sierra Education and Research Institute
09/08/2023
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 Contractor's 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.
(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.
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SERVICE AGREEMENT NUMBER: P-23-481
Sierra Education and Research Institute
09/08/2023
Exhibit E
Data Security
(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 loss 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 Contractor's, or any Authorized Person's, 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 express prior written consent.
(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
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SERVICE AGREEMENT NUMBER: P-23-481
Sierra Education and Research Institute
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Exhibit E
Data Security
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:
(i) 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
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)
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SERVICE AGREEMENT NUMBER: P-23-481
Sierra Education and Research Institute
09/08/2023
Exhibit E
Data Security
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) strictly 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 Contractor's
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
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
Internet.
(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
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SERVICE AGREEMENT NUMBER: P-23-481
Sierra Education and Research Institute
09/08/2023
Exhibit E
Data Security
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
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 Contractor's sole
expense, in accordance with applicable privacy rights, laws, regulations and standards.
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SERVICE AGREEMENT NUMBER: P-23-481
Sierra Education and Research Institute
09/08/2023
Exhibit E
Data Security
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 Contractor's 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
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.
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SERVICE AGREEMENT NUMBER: P-23-481
Sierra Education and Research Institute
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Exhibit E
Data Security
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
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
Employee's or Authorized Person's, 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.
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SERVICE AGREEMENT NUMBER: P-23-481
Sierra Education and Research Institute
09/08/2023
Exhibit E
Data Security
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 Person's) 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
SERVICE AGREEMENT NUMBER: P-23-481
Sierra Education and Research Institute
09/08/2023
Exhibit F Fresno County Sheriffs Office
Jail Division Policies and Procedures
Addendum D-360E2 Policy Acknowledgement-Contractor
FRESNO COUNTY SHERIFF'S OFFICE
°) POLICY ACKNOWLEDGEMENT
��f 7
n. ##D-360—SEXUAL MISCONDUCT AND ABUSE
,,,:,
As part of the National Standards to Prevent, Detect, and Respond to Prison Rape, the Sheriffs
Office is required to ensure that all employees, contractors, and volunteers who have contact
with inmates are aware of their responsibilities under the Sheriffs Office sexual abuse
prevention, detection, and response policy and procedure.
ZERO-TOLERANCE
The Fresno County Sheriffs Office maintains a ZERO-TOLERANCE policy regarding sexual
abuse and sexual harassment. Not only does this include inmate-on-inmate sexual assault, but
also sexual abuse, sexual misconduct, and sexual harassment of an inmate by a staff member,
contractor, or volunteer. Definitions of each are provided under Section II of the policy.
SEXUAL ABUSE -IMMEDIATE RESPONSE
If the inmate was sexually abused within a time period that still allows for the collection of
physical evidence, request that the victim not take any actions that could destroy the evidence
(e.g., showering, brushing teeth, changing clothes, using the restroom, eating, drinking), and
then immediately notify correctional staff.
REPORTING ALLEGATIONS
An inmate may report sexual abuse* to any employee, volunteer, or contractor. If the inmate
reports the sexual abuse to you, you are required to immediately notify your supervisor and
report the information to the on-duty Jail Watch Commander(600-8440).
'Inmates may report any aspect of sexual abuse, sexual misconduct, and sexual harassment; retaliation by other inmates or
staff for reporting sexual abuse and sexual harassment; and staff neglect or violation of responsibilities that may have
contributed to an incident of sexual abuse.
Any allegation is a very serious situation and shall be treated with discretion and confidentiality.
Apart from reporting to your supervisor and the Jail Watch Commander, do not reveal any
information related to the sexual abuse to anyone other than those who "need to know" (i.e.,
those who need to make treatment, investigation, and other security and management
decisions).
SENSITIVITY
Victims of sexual abuse may be seriously traumatized both physically and mentally. You are
expected to be sensitive to the inmate during your interactions with him/her.
SEXUAL DISORDERLY CONDUCT
By choosing to work in a jail environment, you have accepted the possibility that you may face
inappropriate and socially deviant behavior. While it is not possible to stop all obscene
comments and conduct by inmates, neither shall it be accepted; acts of indecent exposure,
sexual disorderly conduct and exhibitionist masturbation will not be tolerated. Any inmate who
engages in indecent exposure or sexual disorderly conduct shall be reported immediately to
correctional staff, with a follow-up advisement to your supervisor.
Sexually hostile conduct shall not be ignored.
If you have any questions, please contact
Please sign and return the attached Policy Acknowledgement form to your supervisor.
Rev.03/15
NO: D-360E2 Page 1 of 2
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SERVICE AGREEMENT NUMBER: P-23-481
Sierra Education and Research Institute
09/08/2023
Fresno County Sheriffs Office
Jail Division Policies and Procedures
Addendum D-360E2 Policy Acknowledgement-Contractor
FRESNO COUNTY SHERIFFS OFFICE
JAIL DIVISION
POLICY ACKNOWLEDGEMENT
#D-360 - SEXUAL MISCONDUCT AND ABUSE
I hereby acknowledge that I received a copy of the Sexual Misconduct and Abuse policy for the
Jail Division of the Fresno County Sheriff's Office and that I have read it, understand its
meaning, and agree to conduct myself in accordance with it.
Signed: Date:
Print Name:
Name of Employer:
Name of Supervisor:
NO: D-360E2 Page 2 of 2
F-2