HomeMy WebLinkAboutP-24-194 Consulting Services - Conduent Healthy Communities Corporation.pdf DocuSign Envelope ID:3F3029FE-D686-4B04-8EB3-25427503394A P-24-194
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CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement ("Agreement") is entered into on April 24, 2024 (the "Effective Date") by
and between Conduent Healthy Communities Corporation, a California Corporation ("Consultant" or
"Conduent"), with its principal place of business located at 100 Campus Drive, Suite 200, Florham Park, New
Jersey, 07932, and the following eight (8) organizations to contract for the Services under this Agreement
(including the attached SOW)in connection with the Project, as defined in Section 1 of the Agreement: Fresno
Community Hospital and Medical Center dba Community Health System ("FCHMC") with its principal
place of business located at 789 N. Medical Center Dr. Clovis, CA 93611, County of Fresno ("COF")with its
principal place of business located at 1221 Fulton St. Fresno, CA 93721, Hospital Council of Northern and
Central California ("HCONACC") with its principal place of business located at 1215 K. St. Ste.700,
Sacramento, CA 95814, Kaweah Health ("KH")with its principal place of business located at 400 W. Mineral
King Ave. Visalia, CA 93291, County of Kings on behalf of its Department of Public Health ("COK")with
its principal place of business located at 330 Campus Dr. Hanford, CA 93230, County of Madera, on behalf
of its Department of Public Health ("COM")with its principal place of business located at 1604 Sunrise Ave.
Madera, CA 93638, Saint Agnes Medical Center ("SAMC") with its principal place of business located at
1303 E. Herndon Ave. Fresno, CA 93720, and Valley Children's Healthcare ("VCH") with its principal place
of business located at 9300 Valley Children's Place, Madera, CA 93636 (each individually"Client", collectively
referred to as "Clients" and, when relevant, any special provisions applicable to only a given Client "Select
Client [immediately followed by the abbreviation of that Client under this Agreement]" such as an example:
"Select Client AHSV"). Consultant and Clients may be referred to herein as "Parties", or when only one is
referenced as a "Party". All references to "Clients" shall mean collectively each individual entity listed above
and shall constitute the separate obligation of each, except in the case of a reference to "Select Client" shall
be the separate obligation of that Select Client with respect to that limited given matter. This Agreement is
entered into with reference to the following facts:
1. Consultant is in the business of performing certain consulting services;
2. Clients desire to engage Consultant to provide certain consulting services;
3. Consultant possesses the required qualifications and experience to provide the requested consulting
services; and
4. Consultant and Clients desire to set forth, in this Agreement, the terms which are applicable to such
consulting services engagement.
Accordingly, Consultant and Clients agree as follows:
1. SCOPE OF SERVICES
Consultant shall provide consulting services (the "Services") as outlined in Exhibit A, Statement of Work
("SOW"), attached hereto and incorporated herein for Clients within the time frames estimated in Exhibit A
(individually and collectively the"Project"). Exhibit A may be amended in writing by mutual agreement of all the
Parties from time to time. Select Client Services related to the Project will be provided to the given Select Client
as set forth in Exhibit A(or as added to this Agreement through additional SOWs).
2. PRICE AND PAYMENT TERMS
A. Payment & Invoicing. Consultant will provide an invoice for each Client for all payments that become
due for Services hereunder, and Clients agree to pay Consultant for such Services in accordance with the
terms of this Section. Invoices shall include itemized line items detailing fees for services provided as agreed
upon in the Pricing and Payment Schedule (Section 5)of Exhibit A. Clients will pay each such invoice no later
than thirty(30)days after Clients' receipt of the invoice.
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B. Expenses. Clients shall reimburse Consultant for pre-approved, actual, reasonable travel and out-of-
pocket expenses incurred in connection with the Services, as long as receipts and/or appropriate
documentation is provided. Consultant shall provide Clients with the necessary proof of expenses at time of
request for reimbursement request.
C. Transaction Taxes. The Parties recognize that the some or all of the Clients may be tax exempt, and
that the tax-exempt status of Client(s) may affect the applicability of certain terms and conditions within this
section. All amounts payable under this Agreement are exclusive of any and all Transaction Taxes. Clients
shall pay, reimburse and indemnify Consultant for any and all taxes that are required to be paid in respect of
any transaction and resulting amounts payable under this Agreement and any transaction documents,
including but not limited to sales, use, value added, services, rental, excise, transactionaIly-based gross
receipts, and privilege taxes, plus any interest and/or penalty thereon ("Transaction Taxes"). Transaction
Taxes do not include (i) any taxes on Consultant's income or taxes in lieu of such income taxes, capital,
property, employment or the privilege of doing business, or (ii) taxes on any goods and services used or
consumed in performing the Services (including services obtained from subcontractors and/or Consultant
affiliates) where the tax is imposed on Consultant's acquisition or use of such goods and services and the
amount of tax is measured by Consultant's costs in acquiring, or the value associated with such goods and
services. Transaction Taxes will be included in Consultant's invoice unless (i) the Clients timely provide, and
Consultant accepts, such acceptance not to be unreasonably withheld, proof of the Clients' tax-exempt status
or(ii) Consultant is not registered to collect Transaction Taxes in a particular tax jurisdiction, in which case the
Clients shall be responsible for self-reporting and remitting Transaction Taxes directly to the taxing authority.
If a taxing authority determines Consultant did not collect all Transaction Taxes, the Clients shall remain liable
to Consultant for such additional Transaction Taxes. Consultant and the Clients each agree to take
commercially reasonable steps to cooperate with each other in order to minimize Transaction Taxes imposed
with respect to the transactions contemplated by this Agreement to the extent permissible under applicable
law. Consultant and the Clients agree that each of (i) the legal entity issuing an invoice and receiving a
payment, and (ii) the legal entity receiving such invoice and making such payment, shall be organized in the
United States. Prior to the first payment by the Clients pursuant to this Agreement, Consultant shall provide to
the Clients a properly completed U.S. Internal Revenue Service Form W-9, Request for Taxpayer Identification
Number and Certification, claiming an exemption from backup withholding. Upon receipt of such form, the
Clients shall not withhold any portion of the payments made pursuant to this Agreement.
D. Disputed Amounts. If a Client in good faith disputes all or any portion of an invoice for charges, then
such Client will pay the undisputed portion of the invoice by the due date and will notify Consultant as soon as
possible (and in any event no later than the due date of the invoice) of the specific amount disputed and will
provide reasonable detail as to the basis for the dispute. Except as provided in this Agreement, Client will not
withhold timely payment of any undisputed amount pending resolution of the disputed amount and Consultant
will continue to provide the Services pending resolution of the dispute. Promptly after Customer notifies
Consultant of the dispute, the Parties will then attempt to resolve the disputed portion of such invoice in good
faith, expeditiously, amicably, and at the level within each party's organization that is most knowledgeable
about the disputed issue.
3. TERM AND TERMINATION
A. Term of Agreement.This Agreement will commence on the Effective Date and will remain in force and
effect for a period of one (1)year, unless otherwise terminated as provided herein (the"Term").The Term may
be extended upon mutual written agreement of the relevant Parties and captured via a signed amendment.
Notwithstanding anything to the contrary herein, any given Client may elect not to extend this Agreement
("Terminating Client") even though one or more other Clients may elect to do so.
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B. Termination for Cause. Any Party may terminate this Agreement upon thirty (30) days' prior written
notice in the event of a material breach by the other Party of its obligations under this Agreement and the Party
said to be in breach fails to cure the condition of breach within thirty (30) days after receipt of the notice of
breach. Notwithstanding anything to the contrary herein, any given Client may elect not to terminate this
Agreement for cause against Consultant ("Non-Terminating Client") even though one or more other Clients
may elect to do so (if such cause otherwise exists against Consultant and the notice and cure provisions were
followed with respect to such other Clients terminating for cause).
C. Termination for Non-payment. Consultant will have the option, but not the obligation, to terminate this
Agreement or suspend performance of the Services with respect to the Client that fails to pay when due
undisputed amounts owing to Consultant and the Client said to be in breach fail to cure such failure within thirty
(30)days after receipt of written notice from Consultant.
D. Without Cause. Under circumstances other than those set forth above, this Agreement may be
terminated by Selected Client COF upon the giving of thirty (30) days advance written notice of an intention
to terminate to Consultant. The Agreement shall terminate only for Selected Client COF, and continue in full
force for the remaining Clients.
E. Effect of Termination. Upon termination of this Agreement, all rights and duties of the Parties toward
each other shall cease except that (i) Clients or Terminating Client shall be obliged to pay, within thirty (30)
days of the effective date of termination, all amounts owing to Consultant for unpaid Services performed up to
the date of termination, and related expenses, if any, in accordance with the terms of this Agreement, and (ii)
Sections 4, 5, 6, 7, 8, and 10 shall survive termination of this Agreement.
If any Client terminates this Agreement for any reason, the non-terminating Clients and Conduent will use
commercially reasonable efforts to develop a suitable work-around or modifications to this Agreement for
Conduent to continue providing the services; provided that if such modifications or work-around is not agreed
upon by the parties within thirty (30) days after termination notice is received, Conduent may terminate this
Agreement upon thirty (30) days' notice to Clients. Any work-around or modification to the Agreement will be
agreed upon by the Parties in writing.
4. REPRESENTATIONS BY CONSULTANT
A. No Conflict. Consultant represents that it is under no obligation or restriction, nor will it assume any
such obligation or restriction, that does or would in any way interfere or conflict with, or that does or would
present a conflict of interest concerning, the Services to be provided under this Agreement.
B. Performance of Services. Consultant will perform the Services in a workmanlike manner in compliance
with Exhibit A, Statement of Work. If Consultant fails to perform the Services as represented in this Section
and Clients report such failure to Consultant within ten (10)days after completion of such Services, Consultant
will, at its expense, use commercially reasonable efforts to re-perform the Services to the standards stated
herein. This process shall continue until Consultant has fully performed the Services to the standards stated
herein.
Clients acknowledge and agree that, to the extent Clients or its agents, fail to meet their completion dates in
accordance with the Timeline, Conduent will not be liable for any delays resulting from such failure and Clients
waive its right to any breach of contract claim against Conduent related to such failures.
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C. No Other Warranties. EXCEPT AS SET FORTH IN THIS AGREEMENT, CONSULTANT DOES NOT
MAKE ANY WARRANTIES WITH RESPECT TO THE SERVICES OR OTHER DELIVERABLES PROVIDED
UNDER THIS AGREEMENT AND EXPLICITLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A SPECIFIC
PURPOSE. Except for the limited representations provided herein, all Services and other materials delivered
by Consultant ("Deliverables") are provided on an "AS IS" basis. Clients acknowledge that Consultant's
Deliverables and Services are not a substitute for legal advice in meeting federal, state or local regulations for
conducting community health needs assessments or providing health information to communities.
5. INDEMNIFICATION
A. Indemnification by Clients. Clients shall indemnify, defend and hold harmless Consultant, its affiliates
and their respective officers, directors, employees, agents, and successors from and against all claims by a
third party for losses to the extent such claim arises from, or relates to any of the following: (i) negligent acts
or omissions or willful misconduct of Client personnel located in any Consultant facility while performing
Services under this Agreement which causes bodily injury or death or physical damage to tangible property,
(ii)Clients' breach of its obligations with respect to Consultant's Confidential Information,or(iii)Claims by third
parties arising out of or relating to any obligation not expressly assumed by Consultant under this Agreement.
B. Indemnification bV Consultant. Consultant shall indemnify, defend and hold harmless Clients, their
board members, affiliates and their or its respective officers, directors, employees, agents, and successors
from and against all claims, demands, injuries, damages, costs, expenses (including attorney fees and costs),
fines, penalties, and liabilities of any kind for losses to the extent such claim arises from, or relates to third
party allegations for any of the following: (i) negligent acts or omissions or willful misconduct of Consultant
personnel located in any Client facility while performing Services under this Agreement which causes bodily
injury or death or physical damage to tangible property, (ii) Consultant's breach of its obligations with respect
to Clients' Confidential Information, or (iii) Claims by third parties arising out of or relating to any obligation
expressly assumed by Consultant under this Agreement.
6. INSURANCE
The Consultant shall comply with all the insurance requirements in Exhibit C attached hereto and incorporated
therein to this Agreement for the Services provided to Select Clients COF, COM and COK.
7. OWNERSHIP OF INTELLECTUAL PROPERTY AND PROMOTIONAL USE
Clients and Consultant will retain all ownership of their respective previously owned intellectual property.
Consultant will own any new intellectual property created by Consultant under this Agreement, and to the
extent that Consultant has received full payment as provided in this Agreement, Consultant hereby grants to
Clients a worldwide non-transferable nonexclusive right to use the newly created materials and any new
intellectual property created under this Agreement, in perpetuity. For the avoidance of doubt, such use rights
shall relate only to work specifically done for Clients under this Agreement and does not apply to precursor
intellectual property or other Consultant inventions, which were or are developed for general application in
Consultant's services. Consultant retains rights to use de-identified Clients materials, within reason, for
promotional purposes.
During the term of this Agreement, Clients agree that it will not develop, nor embed, link, co-brand or promote
on its website, any tools, products or services provided internally or by a third party that are substantially
competitive with or similar to Consultant's tools, products, Deliverables or Services without giving to Consultant
ninety (90) days' prior written notice, which notice shall provide to Consultant the option of terminating this
Agreement for material breach.
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H. CONFIDENTIAL INFORMATION
A. Defined. During the Term of this Agreement, any Party (as the "Disclosing Party") may disclose or
make available to the other Party (as the "Receiving Party"), whether orally or in written, electronic or other
form or media, and whether or not marked, designated or otherwise identified as `confidential': (i) information
about its business affairs, services, confidential intellectual property, trade secrets, third-party confidential
information and other sensitive or proprietary information and (ii) Consultant software licensed or otherwise
made available to Clients (collectively, "Confidential Information").
B. Confidentiality. All services performed by the Consultant under this Agreement shall be in strict
conformance with all applicable Federal, State of California and/or local laws and regulations relating to
confidentiality. The Receiving Party shall: (i) protect and safeguard the confidentiality of the Disclosing Party's
Confidential Information with at least the same degree of care as the Receiving Party would protect its own
Confidential Information of a similar nature, but in no event with less than a commercially reasonable degree
of care, and (ii) not disclose any such Confidential Information to any person or entity, except the Receiving
Party's representatives who have a need to know the Confidential Information to assist the Receiving Party, or
act on its behalf, to exercise its rights or perform its obligations under this Agreement.
C. Exclusions. The obligations of confidentiality will not apply to any Confidential Information that: (i) is or
becomes generally available to and known by the public other than a result of, directly or indirectly, any breach
of this Section by the Receiving Party or any of its representatives, (ii)is or becomes available to the Receiving
Party on a non-confidential basis from a third-party source, provided that such third party is not and was not
prohibited from disclosing such Confidential Information, (iii) was known by or in the possession of the
Receiving Party or its representatives prior to being disclosed by or on behalf of the Disclosing Party, or (iv)
was or is independently developed by the Receiving Party without reference to or use of, in whole or in part,
any of the Disclosing Party's Confidential Information.
D. Limited Waivers. The terms of this Section will not preclude the disclosure of Confidential Information
by the Receiving Party if such disclosure is: (i) in response to a valid order of a court or other governmental
body of the United State or any political subdivision thereof, (ii) otherwise required by applicable law or
regulation, such as but not limited to the California Public Records Act and Ralph M. Brown Act or (iii)
necessary to establish the rights under this Agreement, provided however, that the Receiving Party will limit
the disclosure to the extent required for such purposes.
9. LIMITATION OF LIABILITY
A. Limit on Types of Damages Recoverable. IN NO EVENT WILL ANY PARTY BE LIABLE TO THE
OTHER PARTY FOR INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES,
INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REGARDLESS OF THE FORM OF
ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE AND EVEN IF SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
B. Limit on Amount of Damages Recoverable. Consultant's cumulative aggregate liability, whether in
contract, tort, or otherwise, for all damages arising out of or relating to this Agreement will be limited to an
amount equal to the lesser of(i) actual damages incurred by Clients as a result of the event(s) giving rise to
the liability, or(ii)the amounts paid for the Services for the twelve(12) month period immediately preceding the
month in which the event giving rise to the liability occurred.
10. RELATIONSHIP OF PARTIES
Nothing in this Agreement shall be deemed to create a partnership,joint venture or similar relationship between
the Parties and, except as otherwise expressly provided herein, no Party shall be deemed to be the agent of
the other Party, it being understood and agreed that neither the method of computing compensation nor any
other provision contained herein shall be deemed to create any relationship between the Parties hereto other
than the relationship of independent parties contracting for services. Neither Party has or shall hold itself out
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as having any authority to enter into any contract or create any obligation or liability on behalf of, in the name
of, or binding upon the other Party.
11. NON-SOLICITATION
To the extent enforceable under applicable law, Clients will not solicit, offer work to, employ, or contract with,
directly or indirectly, on its own behalf, any of Consultant's Personnel or the Personnel of its affiliates, during
their participation in the Services or during the twelve (12) months after the conclusion of such participation.
"Personnel" includes any individual or company Consultant employs or has employed as a partner, employee
or independent contractor and with which Clients comes into direct contact in the course of the Services.
However, this Section will not apply to Personnel who independently respond to indirect solicitations (such as
general newspaper advertisements, employment agency referrals and internet postings) not targeting such
Personnel.
12. MISCELLANEOUS PROVISIONS
A. Assignment. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and
their respective successors and assigns. No Party may assign its rights or obligations under this Agreement
without the prior written consent of the other Party, which consent shall not be unreasonably withheld,
conditioned or delayed.
B. Severability. In the event any provision of this Agreement is held to be unenforceable or invalid by any
court of competent jurisdiction, the validity and enforceability of the remaining provision of this Agreement will
not be affected and, in lieu of such invalid or unenforceable provision,there will be added automatically as part
of this Agreement one or more provisions as similar in terms as may be valid and enforceable under applicable
law.
C. Force Maieure. Any Party will be excused from delays in performing or from its failure to perform
hereunder to the extent that such delays or failures result from fire, explosion, flood, earthquake, elements of
nature or acts of God, labor disruptions or strikes, riot, war, terrorism, civil disorder, rebellions or revolutions,
quarantines, wide spread disease or sickness, embargoes and other similar government or third party action,
or any other cause beyond the reasonable control of such Party ("Force Majeure Event"). The Party whose
performance has been delayed or prevented shall act diligently to resume performance as soon as reasonably
possible.
D. Waiver. The waiver by any Party of any breach of covenant shall not be construed to be a waiver of
any succeeding breach or any other covenant. All waivers must be in writing, and signed by the Party waiving
its rights.This Agreement may be modified only by a written instrument executed by authorized representatives
of the Parties hereto.
E. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of
the State of California without regard to the conflict-of-laws rules of the State of California. The laws of the
State of California govern the validity, enforceability, and interpretation of this Agreement. Fresno County is an
appropriate venue for bringing any action in connection with this Agreement, whether in law or equity.
Consultant waives any rights it may possess under Code of Civil Procedure Section 394 to transfer any action
arising out of this Agreement to a neutral county, or alternate venue.
F. Notices. Any notice required or permitted by this Agreement shall be addressed to the Parties at the
addresses shown below or such other address as any Party may notify the other of in a written notice delivered
to the other Party in accordance with this Section. The Parties shall give any notice necessary to the
performance of this Agreement in writing, and delivered by personal delivery, fax, overnight carrier, email with
read receipt acknowledgement, or by prepaid first-class mail. Notice given by: a) personal delivery is effective
on the date of personal delivery; b)fax is effective on date of transmittal; c) overnight carrier is effective on the
date of delivery; d) first-class mail is effective five (5)days after the date of mailing, or the delivery date on the
return receipt, whichever occurs first.
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If to Consultant: If to Clients:
Conduent Healthy Communities Corporation See the attached Exhibit B, hereby incorporated.
100 Campus Drive, Suite 200
Florham Park, NJ 07932
Attn: Healthcare Group President
With a copy to: Conduent Law Department
And an electronic copy to:
clientcontracts@conduent.com
G. Entire Agreement. This Agreement, together with Exhibit A, Statement of Work, Exhibit B, and Exhibit
C attached hereto and incorporated therein, constitutes the entire agreement between the Parties with respect
to the subject matter hereof, and supersedes all prior agreements, proposals, negotiations, representations or
communications, whether written or oral, relating to the subject matter hereof.
H. Counterparts and Electronic Signature.This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which, when taken together, shall be deemed to be one
and the same agreement or document. A signed copy of this Agreement transmitted by facsimile, email or
other means of electronic transmission, shall be deemed to have the same legal effect as delivery of an original
executed copy of this Agreement. This Agreement may be electronically signed and any electronic signatures
appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability
and admissibility.
[Signature Page to Follow]
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IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized representatives of each
Party hereto as of the Effective Date.
Conduent He god0ownunities Corporation Fresno Community Hospital and Medical
7 -
Y ) Center dba Community Health System
Print Name: wi 11 i am c Ni chol son
Print Name:
Title: VP & General Manager
Title:
Date: 4/16/2024
Date:
Hospital Council of Northern &Central California County of Fresno
Manuel IVI. Digitally signed by Manuel M.
�V� Vilanova
Vilanova Date:2024.04.2311:52:10
-0r001
Print Name:
Print Name: Claudia Sandoval
Title:
Title: Deputy Director - Internal Services
Date:
Date:
For Kaweah Health County of Kings Department of Public
Health DocuSigned by:
c. ,oln t,s
Print Name:
Print Name: Evan C. Jones
Title:
Title: Purchasing Manager
Date:
Date: 4/17/2024
County of Madera, on behalf of its Department of Saint Agnes Me Ia�Ggate�-
Public Health
rivivhl iv, �t,V VbS�ail�
4 ...
Print Name: Ivonne Der Torosian
Print Name: Robert L. Poythress
Title: VP community Health and wellbeing
Title: Chairman of the Board
Date: 4/22/2024
Date:
For Valley Children's Healthcare
Print Name:
Title:
Date:
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EXHIBIT A
STATEMENT OF WORK
This Statement of Work ("SOW") is issued pursuant to and subject to all of the terms and conditions of the
Agreement. The Parties agree that this SOW together with the Agreement form a binding agreement between
the Parties relative to all Services and Deliverables to be provided by Consultant to Clients. The Agreement
shall control in the event of any inconsistencies between the Agreement and this SOW. Any capitalized terms
used herein, but not otherwise defined, shall have the meaning ascribed to them in the Agreement.
1. Overall Scope
Conduent shall assist Clients with elements of their Community Health Needs Assessment ("CHNA") as
outlined in this SOW.
2. Description of Services
Conduent shall support Clients in coordinating primary data collection, conducting secondary data collection,
data analysis, and delivery of a written executive summary. Additionally, Conduent will deliver per county: a
data report, a data synthesis deck, and awritten executive summary outlining the processes and findings on
behalf of the Clients (the "Deliverables").
3. Schedule
The timeline identified in Appendix A, attached hereto and incorporated therein, services to outline the
schedule of Services and Deliverable (the "Timeline"). Conduent will assign a senior advisor to manage the
Services and develop the Deliverables. The timeline "start date" is considered the day when Conduent and
Clients hold the Kick-Off Call. Clients understand and agree that any delays by a Select Client or its agents
may impact the Timeline and fees identified herein, which may require an amendment to this SOW and/or
Agreement.
4. Client Key Contact
Clients designate the following individual(s) as key contacts for purposes of the Services and ensuring that
Clients meet their respective obligations and/or completion dates.
Client:
Fresno Community Hospital and Medical Center dba Community Health System: Chelsea Aivazian,
CAivazian(a�-communitymedical.org
Fresno County Department of Public Health: Claudia Sandoval, clsandoval(c fresnocountyca.gov
Hospital Council of Northern &Central California: Bryan Bucklew, bbucklew(a)hospitalcouncil.org
Kaweah Health: Sonia Duran-Aguilar, sduranag(a�KaweahHealth.org
Kings County Department of Public Health: Rose Mary Rahn, rosemarV(0_)_unitedwaVtc.org
Madera County Department of Public Health: Sara Bosse, Sara.Bosse(a)_maderacountV.com
Saint Agnes Medical Center: Ivonne Der Torosian, Ivonne.DerTorosian(aD-samc.com
Valley Children's Healthcare: Tim Curley, TCurley(@valleychildrens.org
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5. Pricing & Payment Schedule
A. The fees for Services are as follows:
Description Fee
Professional Services
0 Kick Off Call
0 Project Management by Senior Advisor
(planning, coordination and regular check-ins)
0 Secondary data analysis for Fresno, Kings,
Madera, and Tulare Counties
0 Claritas demographics
0 Health and socio-economic needs
0 Conduent's SocioNeeds Index Suite
0 Disparities analysis
0 Secondary data scoring
0 Secondary data presentations
0 Primary data collection
0 Primary tool development(community survey
tool, focus group and key informant interview
facilitation guides)
0 Translation services for tools (Spanish,
Hmong, and Punjabi)
0 Digital community health survey (in English,
Spanish, Hmong, and Punjabi)
0 Conduent facilitation of 12 key informant $154,150
interviews
0 Conduent facilitation of 28 focus groups with
Clients' and Community-Based Organizations'
("CBO") support
Data Analysis/Synthesis:
0 Analysis of up to 12 key informant interviews
0 Analysis of up to 28 focus groups with 10
participants each
0 Conduent's facilitation of up to 12 key
informant interviews
0 Conduent's facilitation of up to 28 focus
groups with Clients and CBO
0 Statistical analysis of community survey
Data Synthesis of Primary and Secondary Data
findings.
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Final Deliverables:
0 Data reports (1 per county)
0 Data synthesis deck (1 per county)
0 Executive summary(1 per county)
Participant Incentives (fixed fees):
Survey participant incentives (assuming raffle of $6,500
higher value items such as a gas card or iPad)
Focus group participant incentives (gift cards at a
value of $20 each, per participate), based on an $5,600
estimate of 28 focus groups with 10 participants
Travel
Travel for the in-person facilitation of focus groups.
Anticipating three trips for two of Conduent's $12,000
consultants. Travel is estimated as a 2-to-3-day trip
and includes airfare, hotel, meals, and ground
transportation for each consultant.
20 Additional focus groups (Fresno County Only) (fixed fees):
Conduent facilitation of 20 additional focus groups in
Fresno County with Clients and CBO. $2,500 each/$50,000
Travel for the in-person facilitation of additional focus
groups. Anticipating three trips for two Conduent
consultants. Travel is estimated as a 2-to-3 day trip $12,000
and includes airfare, hotel, meals, and ground
transportation for each consultant.
Focus group participant incentives (gift cards at a
value of $20 each per participant), estimating 20 $4,000
focus groups with 10 participants.
Total Professional Services for Clients 1$244,250
B. The payment schedule is as follows:
The Total Fee for Services ($244,250) shall be invoiced in two (2) installments as follows:
Installment 1: The first half($122,125) shall be invoiced upon the completion of the Secondary data analysis.
Installment 2: The second half($122,125) shall be invoiced upon receipt of Final Deliverables.
Conduent will request signature of acknowledgement from each Client upon the completion of each milestone
listed above and will provide an invoice to each Client upon receipt of each signature. Clients will be invoiced
for each installment as follows:
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Client Installment 1 Installment 2 Total
County of Fresno $39,087.50 $39,087.50 $78,175.00
County of Kings $6,087.50 $6,087.50 $12,175.00
County of Madera $6,087.50 $6,087.50 $12,175.00
Fresno Community Hospital & Medical $22,424.50 $22,424.50 $44,849.00
Center
Hospital Council of Northern & Central $14,220.65 $14,220.64 $28,441.29
California
Kaweah Health $3,750.00 $3,750.00 $7,500.00
St. Agnes Medical Center $10,292.50 $10,292.50 $20,585.00
Valley Children's Healthcare $20,174.86 $20,174.85 $40,349.71
Total $122,125.00 $122,125.00 $244,250.00
6. Travel and Related Business Expenses
Travel is included in description and the budget table above.
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Appendix A
Timeline
Goal start date March 2024 (upon contract signing)
Phase 1: data collection
Secondary data analysis March -April 2024
Primary data plan/protocol development March -April 2024
Primary data tool development March -April 2024
Primary data collection April - July 2024
Primary data collection Fresno County* April-August 2024
Phase 2: data analysis
Data analysis and synthesis August- September 2024
Data analysis and synthesis Fresno September- October 2024
County*
Final Deliverables: executive summary and October 2024
data report
Final deliverables Fresno County* November 2024
*Timeline for Fresno County extended for the implementation of 20 additional focus groups.
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Services/Deliverables Task Owner Completion Date
Protect Management (Ongoing) Conduent/Client Term of the Agreement
Conduent will dedicate a team that includes at least one
Master Professional Healthcare -level public health
professional to manage the project. Project management
includes regular progress update check-ins with Client and
guidance throughout the project.
Protect Planning and Kick-Off Conduent/Client March 2024
To inform project planning and implementation, the Conduent
team will review existing materials and reference documents
(e.g., agency reports, requirements, etc.).To ensure effective
coordination and collaboration, Conduent will work with the
Clients to confirm the working group structure and process for
the assessment. The following are examples of project
planning activities:
•Set up a regular meeting schedule (weekly/biweekly)
•Review project scope, timeline, milestones, and deliverables
•Define roles and responsibilities
•Determine decision-making process (e.g., report format,
visual identity guidelines)
A project kick-off meeting will be scheduled with the project's
working group and stakeholders (as appropriate) to review
the project scope, timeline, milestones, and roles and
responsibilities.Additional regular meetings will be scheduled
throughout the term of the contract to confirm key project
decisions and milestones such as those related to:
1) Secondary data:
0 Confirm data sources and indicators for secondary
data analysis
0 Review secondary data methodology (including
HCI's Data Scoring, SocioNeeds Index®)
0 Analyze secondary health indicators, health trend
data for Fresno, Kings, Madera and Tulare counties
2) Primary Data:
0 Develop a primary data collection plan and protocol
0 Confirm primary data collection methods, tools,
participants, and process
0 Coordinate translation and interpretation for English,
Spanish, Hmong, and Punjabi
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Secondary Data Analysis Conduent March 2024
1) Scope of Secondary Data Analysis
Strong secondary data analysis allows for an objective start
to look at the health needs of Fresno, Kings, Madera and
Tulare counties, provides a benchmark for future work, and
helps inform community input gathering. Conduent's
assessment process will begin with secondary data analysis
— collecting and analyzing appropriate community health
status indicators, demographic information, and
socioeconomic data. Data are analyzed at the county level.
Synthesizing data that are statistically significant, valid, and
reliable, with comparative, normative, and empirical
evaluation, will help Conduent to select priorities that reflect
key health issues for the community. Conduent's secondary
data analysis will also examine inequities and disparities to
identify the needs of vulnerable or underserved
subpopulations. Conduent will assess causation pathways to
better understand the root causes of health or socio-
determinant outcomes. Conduent will compile, review, and
analyze the indicator data available for Fresno, Kings,
Madera and Tulare counties. Conduent will analyze a
comprehensive list of health subcategories and quality of life
categories, especially looking for disparities and root causes.
2) Secondary data scoring
Secondary data scoring will be conducted at the county level
for Fresno, Kings, Madera, and Tulare counties to assess
needs. Conduent will leverage the data using Conduent's
data scoring tool and Conduent team's statistical expertise to
complete a methodical analysis. The data scoring tool ranks
indicators according to a systematic summary of
comparisons, allowing for an objective assessment. Each
indicator is assigned a score based on the systematic
summary of comparisons; the evaluation includes
comparisons to other counties in the state and the U.S., state
and U.S. average values, trending patterns, and Healthy
People 2030 targets where they apply. These indicators are
further grouped into topic areas for a higher-level ranking of
community health needs. The resulting rankings can be used
along with other considerations, such as community input and
the feasibility of impact, when setting priorities for community
health improvement.
Conduent's secondary data analysis will also examine
inequities and disparities to identify the needs of historically
underrepresented populations. Conduent will compile,
review, and analyze the indicator data available for Fresno,
Kings, Madera and Tulare counties, including regional
snapshots and comparisons to the state of California over
time. Conduent will analyze a comprehensive list of health
subcategories and quality of life categories, which are aligned
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with MAPP (IPLAN) data categories, especially looking for
disparities and root causes.
The final secondary data report will include a description of
the community, process, and methods used to identify needs,
and an appendix of all data and sources used. Additionally,
secondary data will be analyzed from regularly updated and
maintained state and national data sources.
3) SocioNeeds Index®Suite and disparity analysis
Conduent will work to incorporate additional secondary data
from reputable national, state, and local sources into the data
report. Conduent will review, analyze, and synthesize the
indicator data available for the Clients' service areas,
including community health status indicators, demographic
information, and socioeconomic data. Secondary data
analysis will also examine inequities and disparities to identify
the needs of vulnerable or underserved populations.
Data will be analyzed at the county level including zip codes
or census tracts when available. Available sub-county level
data will help identify areas most impacted by health
disparities with potential to be considered for intervention.
Secondary data analysis will utilize demographic data,
Conduent's SocioNeeds Index Suite and Data Scoring tool
core Conduent indicator data, and GIS maps. Conduent will
compile, review, and analyze data available for Fresno,
Kings, Madera, and Tulare counties when available.
4. Presentation of secondary data analysis findings
A presentation of methodology and secondary data analysis
findings will be conducted via webinar for the Clients and any
stakeholders designated by the Clients.
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Primary Data Collection Conduent/Client March-June 2024
1) Community engagement strategy development
Conduent will work with the Clients to develop an inclusive
and equitable outreach and engagement strategy that
promotes broad and diverse community awareness,
collaboration, and participation in this assessment. This
process will be guided by population demographics and
partner input.
An additional component of the engagement strategy will be
to ensure public and private stakeholder involvement in the
assessment process by engaging with local governments,
agencies, health systems, CBOs, and other social service
organizations to obtain buy-in, feedback, and collaboration.
Conduent will work with Clients for focus group facilitation and
community partners such as community-based organizations
to manage the marketing, outreach, and collection of primary
data. Outreach efforts will include marketing of the community
survey opportunity, scheduling diverse stakeholder meetings
(Key Informant Interviews), confirming the translation of
primary data collection tools in Hmong, Spanish, and Punjabi
as needed, and scheduling focus groups.
Conduent will work with Clients to schedule focus group
meeting times that will accommodate those individuals whose
jobs are not 8 am to 5 pm and plan for childcare during
evening sessions.
2) Community Input Tool Design
Conduent will work with the Clients to design a set of
quantitative and qualitative data collection tools that will
ensure the collection of meaningful, measurable, and
representative data related to community health needs and
issues that will inform priorities. These tools include:
• Convenience sample survey instrument in
English, Spanish, Hmong, and Punjabi that will elicit
demographic information and perceptions of individual and
community health needs and assets.
• Focus and key informant group facilitation
guides that center around the needs and strengths of the
community, and barriers and opportunities for community
health improvement.
3) Online Community Survey
Conduent will work with the Clients to design a convenience
sample survey in English, Spanish, Hmong, and Punjabi
for Clients and partner distribution across the four counties to
elicit demographic information and perceptions of individual
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and community health needs and assets. The online survey
will include up to 40 multiple-choice questions and take no
more than 10 minutes to complete.
Paper surveys will also be provided for additional, more
targeted community engagement. If any responses are
collected by paper the Clients will input the paper responses
into the online survey tool.
Conduent will provide the Clients with real-time survey
respondent analysis through a survey dashboard that, when
compared to established city demographic profiles,can assist
with modifying marketing and outreach for improved survey
participation and respondent representation.
Also, Conduent will develop targeted marketing materials that
include a flyer with QR code, shortened survey URL that can
be distributed, and embeddable versions of the digital
community survey. A communications document with
marketing verbiage will be provided by the Conduent team for
Clients use with community partners for social media and
email survey marketing.
Analysis of the survey results will be used for subsequent
synthesis with other data findings.
It is recommended that the survey be open for community
participation for 6-8 weeks.
4) Community Partner Listening Sessions
Conduent will facilitate up to four (4) virtual community
partner listening sessions, one in each county: Fresno,
Kings, Madera and Tulare. Each community partner listening
session will include about 10-15 participants and last no
longer than 1.5 hours. Community partner listening session
discussions will be centered around the needs and strengths
of the community, as well as barriers and opportunities for
community health improvement. A brief community partner
survey will be distributed broadly among community partner
organizations and stakeholders serving each county prior to
the virtual community partner listening sessions. The Clients
will work with Conduent's team to identify participants.
Conduent will analyze community partner listening session
findings for incorporation into data synthesis.
5) Key informant interviews (community stakeholder
interviews)
Conduent's facilitation
Conduent will conduct up to 12 key informant interviews(3
per county) with stakeholders (i.e., individuals involved in
social services, financial counseling, community-based
programs, and services, etc.)who are unable to participate in
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the community partner listening session. The purpose of
these interviews is to gather input on the health needs of the
community. The Clients will identify potential participants.
Conduent will moderate questions that will include the health
needs of vulnerable populations, disparities, available
resources, and barriers to accessing care. Conduent will
analyze key informant findings for incorporation into the data
synthesis.
Focus Groups
Conduent, in collaboration with the Clients and their CBO
partners will organize and facilitate up to 28 focus groups
(7-Fresno, 7-Kings, 7-Madera and 7-Tulare), with an
additional 20 focus groups in Fresno County. The
additional focus groups include an extended timeline for
Fresno County. Conduent recommends that each focus
group includes approximately 8-12 participants and lasts no
longer than 1.5 hours in length (45 minutes for virtual
sessions). An estimated 20 focus groups will be held in
person, while the other 8 can be hosted virtually as
appropriate for the given participant group. Focus group
discussions are typically centered around the needs and
strengths of the community and barriers and opportunities for
community health improvement. The Clients, along with their
CBO partners, will identify participants and assist with
scheduling and meeting place logistics.
Conduent will moderate questions that will include the health
needs of vulnerable populations, disparities, available
resources, and barriers to accessing care. Conduent will
analyze focus group findings for incorporation into the data
synthesis.
Community Input Incentive Plan Development
Conduent and the Clients developed an incentive plan to
increase survey participation rates, as outlined in Section 5 of
Exhibit A. The Clients will be responsible for the management
of survey respondent contact information and distribution of
survey incentives. Incentives will also be utilized for
community members donating their time and providing
valuable feedback through qualitative focus group
participation.
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Data Analysis and Synthesis Conduent June-July 2024
After collecting primary data from the community, Conduent
will analyze data stratified by county, zip codes and other
demographic characteristics (race/ethnicity, age group,
gender, etc.) as data allows. Conduent will use content,
thematic, and/or pattern analysis research methods as a
systematic and objective means of describing and quantifying
phenomena and enhancing understanding of the qualitative
research collected. This, combined with secondary data
analysis and community survey quantitative analysis,will help
inform the identification of significant health needs for each
county.
F-- —�
Data report and executive summary development Conduent August 2024
1) Data report
The data report will include summary findings from secondary
and primary data analysis including demographic information,
description of health challenges and disparities, and
description of inequities in factors contributing to health, and
community assets beyond healthcare.
2) Summary development:
Summary data files and tables from the secondary data
scoring will be provided as report appendices for future
reference.Additional data files from the data analysis will also
be provided (as applicable) for further analysis/reference by
the Clients.
Data synthesis deck Conduent August 2024
The data synthesis slide deck will be provided as four (4)
individual county-level data synthesis slide decks that
summarize assessment process, methodologies, and data
related to significant health needs.
Executive summary Conduent August 2024
The executive summary will include high-level summary
findings from secondary and primary data analysis/synthesis,
and outcomes from prioritization activities. The executive
summary will be designed to serve as both a stand-alone
document and a summary that can be utilized within individual
CHNA/Community Health Assessment reports.
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Exhibit B
Facility Contact Contact Cc Cc Email Address City State ZIP
Name Email Contact
Valley TCurley 9300
Children' Tim valle c Valley
s Curley hildrens. Children' Madera CA 93636
Healthca orq s Place
re
CAivazia GHolman 789 N.
Commun Chelsea n com Gayle comm Medical
ity Health Aivazian munitym Holman unitymed Center Clovis CA 93611
System edical.or ical.org Dr.
g
Saint Ivonne.D
Ivonne 1303 E.
Agnes erTorosia
Medical Der n samc. Herndon Fresno CA 93720
Center Torosian Ave.
com
sduranag altorres
Sonia Alma 400 W.
Kaweah Duran- Kawea Torres- Kawea Mineral Visalia CA 93291
Health hHealth. hHealth.
Aguilar � Nguyen � King Ave.
Fresno
County clsandov miflores
Departm Claudia al fresn Michael fresno 1221 Fresno CA 93721
ent of Sandoval ocountyc Flores countyca Fulton St.
Public a.gov gov
Health
Madera
Sara.Bos Minh.Ng 1604
pa Sara se mad Minh u en m
ent of Bosse eracount Nguyen aderacou Sunrise Madera CA 93638
Public y com my com Ave.
Health
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County of
Kings Rose rosemary 330
Departm Mary united Campus Hanford CA 93230
ent of Rahn wavtc.or Dr.
Public g_
Health
Hospital bbucklew dbacci
Council -- Bryan hos ita David hospitalc 1215 K St Sacrame
Northern Bucklew Icouncil.o Bacci ouncil.or Ste. 700 nto CA 95814
& Central
California rq _q
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Exhibit C
Insurance Requirements
1) SELECTED CLIENT COF AND COM REQUIEREMENTS
1. Required Policies
Without limiting the Clients' right to obtain indemnification from the Consultant or any third parties, Consultant,
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 Consultant shall obtain an
endorsement to this policy naming the County of Fresno, its officers, agents, employees, and volunteers, and
County of Madera, 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 Clients
is excess only and not contributing with insurance provided under the Consultant'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) Technology Professional Liability(Errors and Omissions).Technology professional liability(errors
and omissions) insurance with limits of not less than Two Million Dollars ($2,000,000) per claim and in the
aggregate. Coverage must encompass all of the Consultant's obligations under this Agreement, including but
not limited to claims involving Cyber Risks.
(F) Cyber Liability. Cyber liability insurance with limits of not less than Two Million Dollars ($2,000,000)
per claim. 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 Consultant.
(G) 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 Consultant's obligations under[identify the Article,section,or exhibit containing data security obligations]
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 Consultant'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 Consultant's
obligations under this Agreement regarding electronic information, including Personal Information; and (xxi)
credit monitoring expenses.
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2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Consultant signs this Agreement, and at any time
during the term of this Agreement as requested by COF's Risk Manager or the Client's Administrative Office,
the Consultant shall deliver, or cause its broker or producer to deliver, to the County of Fresno, Department of
Public Health, P.O. Box 11867, Fresno, CA 93775, Attention: Contracts Section — 61" Floor, or email,
DPHContracts@fresnocountyca.gov, certificates of insurance and endorsements for all of the coverages
required under this Agreement. Verification of coverage shall be provided to COM upon request and in the
manner mutually agreed to between COM and Consultant.
a. Each insurance certificate must state that: (1)the insurance coverage has been obtained and is in full
force; (2) the Clients, their officers, agents, employees, and volunteers are not responsible for any premiums
on the policy; and (3) the Consultant has waived its right to recover from the Clients, their 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.
b. The commercial general liability insurance certificate must also state, and include an endorsement,
that the County of Fresno, its officers, agents, employees, and volunteers, and County of Madera, 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 Clients shall be excess only and not contributing with insurance provided under the
Consultant's policy.
C. The automobile liability insurance certificate must state that the policy covers any auto used in
connection with this Agreement.
d. The technology professional liability insurance certificate must also state that coverage encompasses
all of the Consultant's obligations under this Agreement, including but not limited to claims involving Cyber
Risks, as that term is defined in this Agreement.
(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
Consultant shall provide to the Clients 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 Consultant shall provide written
notice to the Clients 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 Consultant shall provide written notice to the Clients
not less than 30 days in advance of cancellation or change. The Clients in its sole discretion may determine
that the failure of the Consultant to timely provide a written notice required by this paragraph is a breach of this
Agreement.
(D) Waiver of Subrogation. The Consultant waives any right to recover from the Clients, their officers,
agents, employees, and volunteers any amounts paid under the policy of worker's compensation insurance
required by this Agreement. The Consultant is solely responsible to obtain any policy endorsement that may
be necessary to accomplish that waiver, but the Consultant's waiver of subrogation under this paragraph is
effective whether or not the Consultant obtains such an endorsement.
(E) Client's Remedy for Consultant's Failure to Maintain. If the Consultant fails to keep in effect at all
times any insurance coverage required under this Agreement, the Clients 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 Consultant. The Clients may offset such
charges against any amounts owed by the Clients to the Consultant under this Agreement.
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(F) Subcontractors. The Consultant shall require and verify that all subcontractors used by the
Consultant to provide services under this Agreement maintain insurance meeting all insurance requirements
provided in this Agreement. This paragraph does not authorize the Consultant to provide services under this
Agreement using subcontractors.
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2) SELECTED CLIENT COK REQUIREMENTS:
This document is a summary of the County's minimum coverage and may not represent the full requirements
for every agreement. A final determination is made by the County's Risk Management department. The actual
details for any particular agreement will be found in the executed agreement endorsed by Risk and Legal, and
approved by the County.
1. Commercial General Liability. Two Million Dollars ($2,000,000) per occurrence and Four Million Dollars
($4,000,000) annual aggregate covering bodily injury, personal injury and property damage. The requested
commercial general liability $5,000,000 annual aggregate limit could be satisfied by a combination of the
Commercial General Liability limit and an Umbrella Liability Policy with a $5,000,000 limit.
2.Automobile Liability. Commercial Automobile Liability Insurance with limits for bodily injury of not less than
Five Hundred Thousand Dollars ($500,000) per person, One Million Dollars ($1,000,000) per accident and for
property damages not less than One Hundred Thousand Dollars($100,000),or such coverage with a combined
single limit of One Million Dollars ($1,000,000). Coverage should include owned and non-owned vehicles used
in connection with the Agreement.
3. Workers Compensation. Statutory coverage, if and as required according to the California Labor Code.
4. Professional Liability. One Million Dollars ($1,000,000) limit per occurrence or claim and Three Million
Dollars ($3,000,000) annual aggregate limit covering the Consultant's wrongful acts, errors and omissions.
5. Endorsement of Policies.Contractor shall cause each of the Insurance Policies to be endorsed designating
the County and its Board members, officials,officers, employees, and agents as additional insureds, using ISO
form CG 20 26 or an alternate form that is at least as broad as form CG 20 26, as to any liability arising from
the performance of this Agreement.
6. Notice of Cancellation to the County and Payment of Premiums. Contractor shall provide the County
with thirty(30) days' prior written notice of cancellation. The County is not liable for the payment of premiums
or assessments on the policy. No cancellation provisions in the insurance policy shall be construed in
derogation of the continuing duty of the Contractor to furnish insurance during the term of this Agreement.
4858-2140-7926,v. 1
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