HomeMy WebLinkAboutP-24-393 HandsOn Central California.pdf P-24-393
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated July 8, 2024 and is between Hands O
3 Central California, a California nonprofit public benefit corporation ("Contractor"), and the Count
4 of Fresno, a political subdivision of the State of California ("County").
5 Recitals
6 A. On October 14, 2022, the Board of State and Community Correction (BSCC) released
7 Request for Proposals for the Edward Byrne Memorial Justice Assistance Grant (JAG) Program
8 B. On December 2, 2022, the County submitted its proposal to the BSCC. On April 13,
9 2023, at the BSCC Board Meeting, the County was recommended and approved for JAG funds.
10 On May 25, 2023, BSCC notified the County of the award for funding. The Board of Supervisors
11 approved the JAG Grant Agreement on July 18, 2023.The BSCC returned the fully executed
12 Grant Agreement on August 25, 2023.
13 C. The State of California's JAG strategies and priorities are 1) Education and Prevention,
14 2) Law Enforcement 3) Prosecution and court programs, 4) Drug treatment and enforcement
15 programs, and 5) Mental health programs and related law enforcement and corrections program.
16 D. In order to fulfill grant goals required by the JAG Grant Agreement, the County is in need
17 of mentoring services for participants within the guidelines of the JAG Adult Reentry Planning
18 Program (ARPP). ARPP provides supportive services such as mentoring for individuals
19 committed to Fresno County Jail for at least sixty days and/or on current supervision, 18-30
20 years of age, affiliated or previously affiliated with a gang, with a medium to high risk to reoffend,
21 for up to six months after release from custody. The goal of ARPP is to facilitate successful
22 reentry into the community after release from custody, thereby reducing gang activity and
23 increasing public safety.
24 E. On February 21, 2024, the County issued Request For Proposal (RFP) #24-039, which
25 solicited bids for mentoring services for the JAG funded program. The panel recommended to
26 award services to Contractor. The Probation Department concurred with the recommendation.
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1 F. The Contractor represents that it can satisfactorily provide the services described in this
2 Agreement, pursuant to the terms of the Agreement.
3 The parties therefore agree as follows:
4 Article 1
5 Contractor's Services
6 1.1 Scope of Services. The Contractor, with the assistance of its authorized
7 subcontractor, Fresno Street Saints ("Street Saints"), shall perform all of the services provided
8 in Exhibit A to this Agreement, titled "Scope of Services."
9 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
10 able to perform all of the services provided in this Agreement.
11 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
12 applicable federal, state, and local laws and regulations in the performance of its obligations
13 under this Agreement, including but not limited to workers compensation, labor, and
14 confidentiality laws and regulations.
15 1.4 Compliance with Board of State and Community Corrections Grant Award
16 Conditions. The Contractor shall comply with all applicable general and special terms and
17 conditions and requirements of the Grant Agreement imposed on subcontractors not contained
18 in the body of this Agreement, and identified in Exhibit B, attached, and incorporated by this
19 reference.
20 1.5 Meetings. Contractor shall participate in meetings with Probation staff. These
21 meetings include, but shall not be limited to, monthly, weekly, or as needed collaborative
22 meetings to evaluate and address program needs, problem/issues that may arise.
23 1.6 Data Security. Contractor, including Street Saints, shall comply with the
24 requirements of Exhibit F, Data Security, attached and incorporated by this reference.
25 Article 2
26 Records and Reporting
27 2.1 The Contractor shall submit the following reports and data:
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1 (A) Reports. Contractor shall maintain a computerized database and collect data on
2 participant demographic, program participant, program exit data, detailed reports from
3 the mentors, and any other data determined by the Chief Probation Officer or his
4 designee. Reports will reflect the training, supportive services accessed, and other steps
5 that program participants are making towards their long-term goals. Street Saints will
6 also report to the Probation Department as needed and provide individual reports and
7 monthly reports upon submission of the invoice. The Contractor shall monitor the data
8 collection to ensure the quality of the data provided is accurate, and submitted each
9 month as required and corrected, if necessary.
10 (B) Records. The Contractor shall keep a detailed record for each client, including
11 information on their needs, progress, and actions taken on their behalf to connect them
12 with supportive services. Contractor will submit a copy of all participant program
13 requirements and referrals with the monthly invoice using the data set and report formats
14 approved by the County.
15 (C) Upon request by the County. Contractor must provide reports within a
16 reasonable period of time including, but not limited to, additional information related to
17 Contractor's performance of this Agreement, for example, specific statistical information
18 or performance-based data reports that may be required by Probation, and/or grants
19 regulations.
20 Article 3
21 County's Responsibilities
22 3.1 The County shall compensate Contractor for satisfactorily provided services and
23 reimburse Contractor for allowable reasonable and necessary expenses incurred, as provided
24 under Article 4, "Compensation, Invoices, and Payments," of this Agreement.
25 3.2 The County will assign one Deputy Probation Officer to recruit and screen
26 participants and provide oversight for the JAG mentoring program.
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1 Article 4
2 Compensation, Invoices, and Payments
3 4.1 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 C to this
5 Agreement, titled "Compensation."
6 4.2 Maximum Compensation. The County agrees to pay Contractor and Contractor
7 agrees to receive compensation at the hourly rate of$20.51 per hour not to exceed the
8 maximum annual compensation of Forty Thousand Dollars ($40,000)for services provided
9 under this Agreement for year 1, from July 8, 2024 through June 30, 2025 and year 2, July 1,
10 2025 through June 30, 2026. In no event shall the maximum compensation paid for all services
11 performed under this Agreement exceed Eighty Thousand Dollars ($80,000) during the two-year
12 term of this Agreement. The Contractor acknowledges that the County is a local government
13 entity, and does so with notice that the County's powers are limited by the California
14 Constitution and by State law, and with notice that the Contractor may receive compensation
15 under this Agreement only for services performed according to the terms of this Agreement and
16 while this Agreement is in effect, and subject to the maximum amount payable under this
17 section. The Contractor further acknowledges that County employees have no authority to pay
18 the Contractor except as expressly provided in this Agreement.
19 4.3 Invoices. The Contractor shall submit monthly invoices electronically to 1)
20 ProbationInvoices@fresnocountyca.gov and 2) Probation Contracts@fresnocountyca.gov. Each
21 invoice shall specifically identify this Agreement number, clearly identify the services provided,
22 and the number of participants for the specified billing period.
23 The Contractor shall include supporting documentation to substantiate the invoiced
24 services. Supporting documentation includes, but is not limited to: list of positions funded,
25 documentation of staff hours (e.g., timesheets, time tracking reports, etc.), a detailed breakdown
26 of the participants who received services and the specific services delivered to the participants.
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1 The Contractor shall submit each invoice within 60 days after the month in which the Contractor
2 performs services and in any case within 60 days after the end of the term or termination of this
3 Agreement.
4 4.4 Payment. The County shall pay each correctly completed and timely submitted
5 invoice within 45 days after receipt. The County shall remit any payment to the Contractor's
6 address specified in the invoice.
7 4.5 Incidental Expenses. The Contractor is solely responsible for all of its costs and
8 expenses that are not specified as payable by the County under this Agreement.
9 Article 5
10 Term of Agreement
11 5.1 Term. This Agreement is effective on July 8, 2024 and terminates on June 30, 2026,
12 or Article 7, "Termination and Suspension," below.
13 Article 6
14 Notices
15 6.1 Contact Information. The persons and their addresses having authority to give and
16 receive notices provided for or permitted under this Agreement include the following:
17
For the County:
18 Chief Probation Officer
County of Fresno
19 3333 E. American Avenue, Suite B
Fresno, CA 93725
20 Probation Contracts(@fresnocountyca.gov
21 For the Contractor:
Executive Director
22 Hands On Central California
1625 East Shaw, Suite 160
23 Fresno, CA 93710
Director handsoncentralcal.org
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25 6.2 Change of Contact Information. Either party may change the information in section
26 6.1 by giving notice as provided in section 6.3.
27 6.3 Method of Delivery. Each notice between the County and the Contractor provided
28 for or permitted under this Agreement must be in writing, state that it is a notice provided under
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1 this Agreement, and be delivered either by personal service, by first-class United States mail, by
2 an overnight commercial courier service, by telephonic facsimile transmission, or by Portable
3 Document Format (PDF) document attached to an email.
4 (A) A notice delivered by personal service is effective upon service to the recipient.
5 (B) A notice delivered by first-class United States mail is effective three County
6 business days after deposit in the United States mail, postage prepaid, addressed to the
7 recipient.
8 (C)A notice delivered by an overnight commercial courier service is effective one
9 County business day after deposit with the overnight commercial courier service,
10 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
11 the recipient.
12 (D)A notice delivered by telephonic facsimile transmission or by PDF document
13 attached to an email is effective when transmission to the recipient is completed (but, if
14 such transmission is completed outside of County business hours, then such delivery is
15 deemed to be effective at the next beginning of a County business day), provided that
16 the sender maintains a machine record of the completed transmission.
17 6.4 Claims Presentation. For all claims arising from or related to this Agreement,
18 nothing in this Agreement establishes, waives, or modifies any claims presentation
19 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
20 of Title 1 of the Government Code, beginning with section 810).
21 Article 7
22 Termination and Suspension
23 7.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
24 contingent on the approval of funds by the appropriating government agency. If sufficient funds
25 are not allocated, then the County, upon at least 30 days' advance written notice to the
26 Contractor, may:
27 (A) Modify the services provided by the Contractor under this Agreement; or
28 (B) Terminate this Agreement.
6
1 7.2 Termination for Breach.
2 (A) Upon determining that a breach (as defined in paragraph (C) below) has
3 occurred, the County may give written notice of the breach to the Contractor. The written
4 notice may suspend performance under this Agreement, and must provide at least 30
5 days for the Contractor to cure the breach.
6 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
7 time stated in the written notice, the County may terminate this Agreement immediately.
8 (C) For purposes of this section, a breach occurs when, in the determination of the
9 County, the Contractor has:
10 (1) Obtained or used funds illegally or improperly;
11 (2) Failed to comply with any part of this Agreement;
12 (3) Submitted a substantially incorrect or incomplete report to the County; or
13 (4) Improperly performed any of its obligations under this Agreement.
14 7.3 Termination without Cause. In circumstances other than those set forth above, the
15 County may terminate this Agreement by giving at least 30 days advance written notice to the
16 Contractor.
17 7.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
18 under this Article 7 is without penalty to or further obligation of the County.
19 7.5 County's Rights upon Termination. Upon termination for breach under this Article
20 7, the County may demand repayment by the Contractor of any monies disbursed to the
21 Contractor under this Agreement that, in the County's sole judgment, were not expended in
22 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
23 demand. This section survives the termination of this Agreement.
24 Article 8
25 Independent Contractor
26 8.1 Status. In performing under this Agreement, the Contractor, including its officers,
27 agents, employees, and volunteers, is at all times acting and performing as an independent
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1 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint
2 venturer, partner, or associate of the County.
3 8.2 Verifying Performance. The County has no right to control, supervise, or direct the
4 manner or method of the Contractor's performance under this Agreement, but the County may
5 verify that the Contractor is performing according to the terms of this Agreement.
6 8.3 Benefits. Because of its status as an independent contractor, the Contractor has no
7 right to employment rights or benefits available to County employees. The Contractor is solely
8 responsible for providing to its own employees all employee benefits required by law. The
9 Contractor shall save the County harmless from all matters relating to the payment of
10 Contractor's employees, including compliance with Social Security withholding and all related
11 regulations.
12 8.4 Services to Others. The parties acknowledge that, during the term of this
13 Agreement, the Contractor may provide services to others unrelated to the County.
14 Article 9
15 Indemnity and Defense
16 9.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
17 County (including its officers, agents, employees, and volunteers) against all claims, demands,
18 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
19 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
20 the performance or failure to perform by the Contractor (or any of its officers, agents,
21 subcontractors, or employees) under this Agreement. The County may conduct or participate in
22 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or
23 defend the County.
24 9.2 Survival. This Article 9 survives the termination or expiration of this Agreement.
25 Article 10
26 Insurance
27 10.1 The Contractor shall comply with all the insurance requirements in Exhibit E to this
28 Agreement.
8
1 Article 11
2 Inspections, Audits, and Public Records
3 11.1 Inspection of Documents. The Contractor shall make available to the County, and
4 the County may examine at any time during business hours and as often as the County deems
5 necessary, all of the Contractor's records and data with respect to the matters covered by this
6 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
7 request by the County, permit the County to audit and inspect all of such records and data to
8 ensure the Contractor's compliance with the terms of this Agreement.
9 11.2 State Audit Requirements. If the compensation to be paid by the County under this
10 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
11 California State Auditor, as provided in Government Code section 8546.7, for a period of three
12 years after final payment under this Agreement. This section survives the termination of this
13 Agreement.
14 11.3 Public Records. The County is not limited in any manner with respect to its public
15 disclosure of this Agreement or any record or data that the Contractor may provide to the
16 County. The County's public disclosure of this Agreement or any record or data that the
17 Contractor may provide to the County may include but is not limited to the following:
18 (A) The County may voluntarily, or upon request by any member of the public or
19 governmental agency, disclose this Agreement to the public or such governmental
20 agency.
21 (B) The County may voluntarily, or upon request by any member of the public or
22 governmental agency, disclose to the public or such governmental agency any record or
23 data that the Contractor may provide to the County, unless such disclosure is prohibited
24 by court order.
25 (C)This Agreement, and any record or data that the Contractor may provide to the
26 County, is subject to public disclosure under the Ralph M. Brown Act (California
27 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
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1 (D) This Agreement, and any record or data that the Contractor may provide to the
2 County, is subject to public disclosure as a public record under the California Public
3 Records Act (California Government Code, Title 1, Division 10, beginning with section
4 7920.000) ("CPRA").
5 (E) This Agreement, and any record or data that the Contractor may provide to the
6 County, is subject to public disclosure as information concerning the conduct of the
7 people's business of the State of California under California Constitution, Article 1,
8 section 3, subdivision (b).
9 (F) Any marking of confidentiality or restricted access upon or otherwise made with
10 respect to any record or data that the Contractor may provide to the County shall be
11 disregarded and have no effect on the County's right or duty to disclose to the public or
12 governmental agency any such record or data.
13 11.4 Public Records Act Requests. If the County receives a written or oral request
14 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
15 and which the County has a right, under any provision of this Agreement or applicable law, to
16 possess or control, then the County may demand, in writing, that the Contractor deliver to the
17 County, for purposes of public disclosure, the requested records that may be in the possession
18 or control of the Contractor. Within five business days after the County's demand, the
19 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
20 possession or control, together with a written statement that the Contractor, after conducting a
21 diligent search, has produced all requested records that are in the Contractor's possession or
22 control, or (b) provide to the County a written statement that the Contractor, after conducting a
23 diligent search, does not possess or control any of the requested records. The Contractor shall
24 cooperate with the County with respect to any County demand for such records. If the
25 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
26 CPRA or other applicable law, it must deliver the record or data to the County and assert the
27 exemption by citation to specific legal authority within the written statement that it provides to
28 the County under this section. The Contractor's assertion of any exemption from disclosure is
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1 not binding on the County, but the County will give at least 10 days' advance written notice to
2 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
3 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
4 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
5 failure to produce any such records, or failure to cooperate with the County with respect to any
6 County demand for any such records.
7 Article 12
8 Disclosure of Self-Dealing Transactions
9 12.1 Applicability. This Article 12 applies if the Contractor is operating as a corporation,
10 or changes its status to operate as a corporation.
11 12.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
12 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
13 "Self-Dealing Transaction Disclosure Form" (Exhibit D to this Agreement) and submitting it to
14 the County before commencing the transaction or immediately after.
15 12.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
16 a party and in which one or more of its directors, as an individual, has a material financial
17 interest.
18 Article 13
19 General Terms
20 13.1 Modification. Except as provided in Article 7, "Termination and Suspension," this
21 Agreement may not be modified, and no waiver is effective, except by written agreement signed
22 by both parties. The Contractor acknowledges that County employees have no authority to
23 modify this Agreement except as expressly provided in this Agreement.
24 13.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
25 under this Agreement without the prior written consent of the other party.
26 13.3 Governing Law. The laws of the State of California govern all matters arising from
27 or related to this Agreement.
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1 13.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
2 County, California. Contractor consents to California jurisdiction for actions arising from or
3 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
4 brought and maintained in Fresno County.
5 13.5 Construction. The final form of this Agreement is the result of the parties' combined
6 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
7 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
8 against either party.
9 13.6 Days. Unless otherwise specified, "days" means calendar days.
10 13.7 Headings. The headings and section titles in this Agreement are for convenience
11 only and are not part of this Agreement.
12 13.8 Severability. If anything in this Agreement is found by a court of competent
13 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
14 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
15 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
16 intent.
17 13.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
18 not unlawfully discriminate against any employee or applicant for employment, or recipient of
19 services, because of race, religious creed, color, national origin, ancestry, physical disability,
20 mental disability, medical condition, genetic information, marital status, sex, gender, gender
21 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
22 all applicable State of California and federal statutes and regulation.
23 13.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
24 of the Contractor under this Agreement on any one or more occasions is not a waiver of
25 performance of any continuing or other obligation of the Contractor and does not prohibit
26 enforcement by the County of any obligation on any other occasion.
27 13.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
28 between the Contractor and the County with respect to the subject matter of this Agreement,
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1 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
2 publications, and understandings of any nature unless those things are expressly included in
3 this Agreement. If there is any inconsistency between the terms of this Agreement without its
4 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
5 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
6 exhibits.
7 13.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
8 create any rights or obligations for any person or entity except for the parties.
9 13.13 Authorized Signature. The Contractor represents and warrants to the County that:
10 (A) The Contractor is duly authorized and empowered to sign and perform its
11 obligations under this Agreement.
12 (B) The individual signing this Agreement on behalf of the Contractor is duly
13 authorized to do so and his or her signature on this Agreement legally binds the
14 Contractor to the terms of this Agreement.
15 13.14 Electronic Signatures. The parties agree that this Agreement may be executed by
16 electronic signature as provided in this section.
17 (A) An "electronic signature" means any symbol or process intended by an individual
18 signing this Agreement to represent their signature, including but not limited to (1) a
19 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
20 electronically scanned and transmitted (for example by PDF document) version of an
21 original handwritten signature.
22 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
23 equivalent to a valid original handwritten signature of the person signing this Agreement
24 for all purposes, including but not limited to evidentiary proof in any administrative or
25 judicial proceeding, and (2) has the same force and effect as the valid original
26 handwritten signature of that person.
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1 (C)The provisions of this section satisfy the requirements of Civil Code section
2 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
3 Part 2, Title 2.5, beginning with section 1633.1).
4 (D) Each party using a digital signature represents that it has undertaken and
5 satisfied the requirements of Government Code section 16.5, subdivision (a),
6 paragraphs (1) through (5), and agrees that each other party may rely upon that
7 representation.
8 (E) This Agreement is not conditioned upon the parties conducting the transactions
9 under it by electronic means and either party may sign this Agreement with an original
10 handwritten signature.
11 13.15 Counterparts. This Agreement may be signed in counterparts, each of which is an
12 original, and all of which together constitute this Agreement.
13 [SIGNATURE PAGE FOLL0INS]
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1 The parties are signing this Agreement on the date stated in the introductory clause.
2
HANDS ON CENTRAL CALIFORNIA COUNTY OF FRESNO
3
Manuel " Digitally signed by Manuel M.
Vilanova
4 Date:2024.07.09 12:10:31
C ��� Vilanova -07'00
5 Carol Davies, Executive Director Manuel Vilanova, Deputy Director- ISD
6 1625 East Shaw, Suite 160
Fresno, CA 93710
7
8 For accounting use only:
9 Org No.: 34321975
Account No.: 7295
10 Fund No.: 0001
Subclass No.: 10000
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Exhibit A
SCOPE OF WORK
The Contractor will provide mentoring services to participants in the Adult Reentry Planning Program
(ARPP). The participants in the ARPP are individuals that have been committed to the Fresno
County Jail for a minimum of sixty days and/or on current supervision, 18— 30 years of age,
affiliated or previously affiliated with a gang, and at a medium or high-risk to re-offend. Mentoring is
one of the supportive services offered to ARPP participants. The goal of these mentoring services
is to work in conjunction with the Probation Department, a case manager, and family members to
prepare the participants for life after release from custody so that they can lead productive lives and
not re-enter the criminal justice system.
The case manager and Deputy Probation Officer will utilize the STRONG-R assessment for each
of the participants. This assessment uses principles that are evidence-based interventions
corresponding to the risk to re-offend, targeting the individual's criminogenic needs, which have
proven to reduce recidivism and use interventions that address the participant's abilities and
motivation. The assessment and case plan will result in the identification of such critical factors as
Job Training/Employment, Education, Substance Abuse Treatment, Life/Coping Skills, Mental
Health Services, Antisocial Cognitions, Family/Marital Relations, Leisure/Recreational Activities,
Housing, and Food Security, among others.
The Contractor shall provide mentoring services as follows, which shall be billed to County on an
hourly basis according to the rates in Exhibit B:
• The mentoring program will accommodate a caseload of up to 40 participants at any given
time.
• The mentoring program will have a humanistic and mindfulness approach.
• The mentor may address such issues as anxiety, depression, self-confidence,
relationships, parenting, abuse related trauma and PTSD type reactions.
• The mentor will provide an approach which is conversational, empathetic, non-
judgmental, compassionate, and individualized. Mentors will instill hope and optimism in
a safe and supportive environment while facilitating positive change and personal growth.
• Mentors will create a safe space for the participants to be open and honest.
• Mentors will participate in a multi-disciplinary team to include but not limited to the case
manager, DPO, and family members. Mentors will provide services to participants in the
committee and may provide transportation for participants to related services. The team
will meet routinely which will be considered as one of the required weekly sessions. The
team will meet two weeks prior to the participant's release from custody to review the
transition plan and make any necessary changes. The team will continue to meet as
required.
A-1
Exhibit B
1 Board of State and Community Corrections (BSCC) Grant Award Conditions (not
2 contained in the body of the Agreement)
3 Contractor shall be referred to as "Contractor" or "subcontractor" in this Exhibit B.
4
5 General Terms and Conditions
6 All subcontractors must comply with the requirements of the State Contracting Manual, Section
7 3.06
8
9 Special Terms and Conditions
10 In the event of any inconsistency between the BSCC JAG Grant Agreement (JAG Grant) and
11 the County's agreement with a subcontractor, the language in the Grant agreement will prevail.
12
13 Nothing contained in the JAG Grant or otherwise shall create any contractual relationship
14 between the BSCC and any subcontractor.
15
16 The County's obligation to pay its subcontractors is an independent obligation from the BSCC's
17 obligation to make payments to the County. As a result, BSCC shall have no obligation to pay or
18 enforce the payment of any moneys to any subcontractor.
19
20 All subcontractors shall comply with and maintain the eligibility requirements stated in the JAG
21 RFP and as described in Appendix C Criteria for Non-Governmental Organizations Receiving
22 BSCC Grant Funds:
23
24 The Edward Byrne Memorial Justice Assistance Grant (JAG) Program RFP includes
25 requirements that apply to non-governmental third-party organizations receiving grant funds to
26 continually meet these requirements as a condition of receiving JAG funds. As a non-
27 governmental subcontractor Contractor must:
28
B-1
Exhibit B
1 - Have been duly organized, in existence, and in good standing for at least six months
2 prior to the effective date of this agreement with the JAG Grantee —the County;
3 - Be a non-profit and recognized by the Internal Revenue Service as a 501(c)(3)
4 organization;
5 - Be registered with the California Secretary of State's Office;
6 - Have an Employer Identification Number (EIN) or Taxpayer ID (if sole
7 proprietorship);
8 - Have a valid business license, if applicable;
9 - Have any other state or local licenses or certifications necessary to provide the
10 services requested, if applicable; and
11 - Have a physical address in the State of California
12
13 The subcontractor is to maintain books and records in accordance with generally accepted
14 accounting principles and allow access to such books and records for examination or audit by
15 the BSCC or designee, the State Controller's Office, Department of General Services, the
16 Department of Finance, California State Auditor, and their designated representative during the
17 course of the project and for a minimum of three (3) years after acceptance of the final grant
18 project audit.
19
20 The BSCC reserves the right to call for a program or fiscal audit at anytime between execution
21 of this Agreement and the three (3) years following the end of the grant period.
22
23 It is the policy of the BSCC to protect grant funds from unreasonable risks of fraudulent,
24 criminal, or improper use. BSCC requires that the County include as a condition of award to a
25 subcontractor will provide an assurance that there has been no applicable debarment,
26 disqualification, suspension, or removal from a federal, state, or local grant program at the time
27 of application for the Agreement and if the Contractor will immediately notify the County should
28 such debarment or conviction occur during the term of this Agreement.
B-2
Exhibit B
1
2 The parties of this Agreement shall deal in good faith and attempt to resolve potential disputes
3 informally.
4
5 2020 JAG Award Federal Conditions:
6
7 The Contractor shall ensure that, as part of the hiring process, any position funded with grant
8 funds will properly verify the employment eligibility of the individual who is being hired,
9 consistent with the provisions of 8 U.S.C. 1324a (a) (1) and (2) making it unlawful to hire or
10 recruit for employment certain aliens.
11
12 As part of the recordkeeping for the award (including pursuant to the Part 200 Uniform
13 Requirements), maintain records of all employment eligibility verifications pertinent to
14 compliance with this award condition in accordance with Form 1-9 record retention requirements,
15 as well as records of all pertinent notifications and trainings.
16
17 Pursuant to Executive Order 13513, "Federal Leadership on Reducing Text Messaging While
18 Driving," 74 Fed. Reg. 51225 (October 1, 2009), DOJ encourages recipients and subrecipients
19 ("subgrantees") to adopt and enforce policies banning employees from text messaging while
20 driving any vehicle during the course of performing work funded by this award, and to establish
21 workplace safety policies and conduct education, awareness, and other outreach to decrease
22 crashes caused by distracted drivers.
23
24 2021 JAG Award Federal Conditions:
25
26 Compliance with 28 C.F.R. Part 23
27 With respect to any information technology system funded or supported by funds under this
28 award, the recipient (and any subrecipient at any tier) must comply with 28 C.F.R. Part 23,
B-3
Exhibit B
1 Criminal Intelligence Systems Operating Policies, if OJP determines this regulation to be
2 applicable. Should OJP determine 28 C.F.R. Part 23 to be applicable, OJP may, at its
3 discretion, perform audits of the system, as per the regulation. Should any violation of 28 C.F.R.
4 Part 23 occur, the recipient may be fined as per 34 U.S.C. 10231(c)-(d). The recipient may not
5 satisfy such a fine with federal funds.
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
B-4
Exhibit C
1 Compensation
2 The Contractor shall be compensated for performance of its services under this Agreement
3 provided in this Exhibit C. The Contractor is not entitled to any compensation except as
4 expressly provided in this Exhibit C.
5
6 Contractor shall invoice monthly for all mentoring services provided not to exceed the budgeted
7 total of$40,000 per year.
8
9 Table A
10 Project Budget Maximum Annual Compensation Amount
11 Year 1 $40,000
12 Year 2 $40,000
13 Total $80,000
14
15 Table B
16 Mentoring Services Year 1 Year 2
17 Hourly Rate: $20.51 $20.51
18
19
20
21
22
23
24
25
26
27
28
C-1
Exhibit D
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).
D-1
Exhibit D
(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:
D-2
Exhibit E
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) Molestation Liability. Sexual abuse/ molestation liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence, with an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
(G)Cyber Liability. Cyber liability insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence. Coverage must include claims involving Cyber Risks. The
cyber liability policy must be endorsed to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited to
information or data) that is in the care, custody, or control of the Contractor.
E-1
Exhibit E
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 F
of this Agreement; (iv) system failure; (v) data recovery; (vi) failure to timely disclose
data breach or Security Breach; (vii) failure to comply with privacy policy; (viii) payment
card liabilities and costs; (ix) infringement of intellectual property, including but not
limited to infringement of copyright, trademark, and trade dress; (x) invasion of privacy,
including release of private information; (xi) information theft; (xii) damage to or
destruction or alteration of electronic information; (xiii) cyber extortion; (xiv) extortion
related to the Contractor's obligations under this Agreement regarding electronic
information, including Personal Information; (xv)fraudulent instruction; (xvi) funds
transfer fraud; (xvii) telephone fraud; (xviii) network security; (xix) data breach response
costs, including Security Breach response costs; (xx) regulatory fines and penalties
related to the Contractor's obligations under this Agreement regarding electronic
information, including Personal Information; and (xxi) credit monitoring expenses.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement,
and at any time during the term of this Agreement as requested by the County's Risk
Manager or the County Administrative Office, the Contractor shall deliver, or cause its
broker or producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th
Floor, Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by
mail or email to the person identified to receive notices under this Agreement,
certificates of insurance and endorsements for all of the coverages required under this
Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the
Contractor has waived its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
E-2
Exhibit E
(iv) The professional liability insurance certificate, if it is a claims-made policy, must
also state the retroactive date of the policy, which must be prior to the date on
which services began under this Agreement.
(v) The technology professional liability insurance certificate must also state that
coverage encompasses all of the Contractor's obligations under this Agreement,
including but not limited to claims involving Cyber Risks, as that term is defined in
this Agreement.
(vi) The cyber liability insurance certificate must also state that it is endorsed, and
include an endorsement, to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited
to information or data) that is in the care, custody, or control of the Contractor.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VI I.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
the insurer to provide to the County, written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
County not less than 10 days in advance of cancellation. For cancellation of the policy
for any other reason, and for any other change to the policy, the Contractor shall, or shall
cause the insurer to, provide written notice to the County not less than 30 days in
advance of cancellation or change. The County in its sole discretion may determine that
the failure of the Contractor or its insurer to timely provide a written notice required by
this paragraph is a breach of this Agreement.
(D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer
to deliver, to the County's Risk Manager certificates of insurance and endorsements for
all of the coverages that have such broader coverage, higher limits, or both, as required
under this Agreement.
(E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its
officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Contractor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Contractor's waiver of subrogation under this paragraph is effective
whether or not the Contractor obtains such an endorsement.
(F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
in effect at all times any insurance coverage required under this Agreement, the County
may, in addition to any other remedies it may have, suspend or terminate this
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
E-3
Exhibit E
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.
E-4
Exhibit F
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 c1 II informc1tion. 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.
F-1
Exhibit F
(H) "Security Safeguards" means physical, technical, administrative or organizational
security procedures and practices put in place by the Contractor (or any Authorized
Persons) that relate to the protection of the security, confidentiality, value, or integrity of
Personal Information. Security Safeguards shall satisfy the minimal requirements set
forth in section 3(C) of this Exhibit E.
(1) "Security Breach" means (i) any act or omission that compromises either the security,
confidentiality, value, or integrity of any Personal Information or the Security Safeg*1 ards,
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.
F-2
Exhibit F
(D) Notwithstanding the foregoing paragraph, in any case in which the Contractor believes it,
or any Authorized Person, is required to disclose Personal Information to government
regulatory authorities, or pursuant to a legal proceeding, or otherwise as may be
required by applicable law, Contractor shall (i) immediately notify the County of the
specific demand for, and legal authority for the disclosure, including providing County
with a copy of any notice, discovery demand, subpoena, or order, as applicable,
received by the Contractor, or any Authorized Person, from any government regulatory
authorities, or in relation to any legal proceeding, and (ii) promptly notify the County
before such Personal Information is offered by the Contractor for such disclosure so that
the County may have sufficient time to obtain a court order or take any other action the
County may deem necessary to protect the Personal Information from such disclosure,
and the Contractor shall cooperate with the County to minimize the scope of such
disclosure of such Personal Information.
(E) The Contractor shall remain liable to the County for the actions and omissions of any
Unauthorized Third Party concerning its Use of such Personal Information as if they
were the Contractor's own actions and omissions.
3. Information Security
{A) The Contractor covenants, represents and warrants to the County that the Contractor's
Use of Personal Information under this Agreement does and will at all times comply with
all applicable federal, state, and local, privacy and data protection laws, as well as all
other applicable regulations and directives, including but not limited to California Civil
Code, Division 3, Part 4, Title 1.81 (beginning with section 1798.80), and the Song-
Beverly Credit Card Act of 1971 (California Civil Code, Division 3, Part 4, Title 1.3,
beginning with section 1747). If the Contractor Uses credit, debit or other payment
cardholder information. the Contractor shall at all times remain in compliance with the
Payment Card Industry Data Security Standard ("PCI DSS") requirements, including
remaining aware at all times of changes to the PCI DSS and promptly implementing and
maintaining all procedures and practices as may be necessary to remain in compliance
with the PCI DSS, in each case, at the Contractor's sole cost and expense.
(B) The Contractor covenants, represents and warrants to the County that, as of the
effective date of this Agreement. the Contractor has not received notice of any violation
of any privacy or data protection laws, as well as any other applicable regulations or
directives, and is not the subject of any pending legal action or investigation by, any
government regulatory authority regarding same.
(C)Without limiting the Contractor's obligations under section 3(A) of this Exhibit E, the
Contractor's (or Authorized Persons) 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
F-3
Exhibit F
through security procedures approved upon the express prior written consent of
the Director;
(iii) to the extent that they contain or provide access to Personal Information, (a)
securing business facilities, data centers, paper files, servers, back-up systems
and computing equipment. operating systems. and software applications,
including, but not limited to, all mobile devices and other equipment, operating
systems, and software applications with information storage capability: (b)
employing adequate controls and data security measures, both internally and
externally, to protect (1) the Personal Information from potential loss or
misappropriation, or unauthorized Use, and (2) the County's operations from
disruption and abuse; (c) having and maintaining network, device application,
database and platform security; (d) maintaining authentication and access
controls within media, computing equipment, operating systems, and software
applications; and (e) installing and maintaining in all mobile, wireless, or
handheld devices a secure internet connection, having continuously updated
anti-virus software protection and a remote wipe feature always enabled, all of
which is subject to express prior written consent of the Director;
(iv) encrypting all Personal Information at advance encryption standards of Advanced
Encryption Standards (AES) of 128 bit or higher (a) stored on any mobile
devices, including but not limited to hard disks, portable storage devices, or
remote installation, or (b) transmitted over public or wireless networks (the
encrypted Personal Information must be subject to password or pass phrase, and
be stored on a secure server and transferred by means of a Virtual Private
Network (VPN) connection, or another type of secure connection, all of which is
subject to express prior written consent of the Director);
(v) 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
F-4
Exhibit F
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
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.
(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
F-5
Exhibit F
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.
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
F-6
Exhibit F
to the security and confidentiality of Personal Information Used by the Contractor or
Authorized Persons during the course of this Agreement under this Exhibit E.
(C)The Contractor shall ensure that all Authorized Persons who Use Personal Information
agree to the same restrictions and conditions in this Exhibit E. that apply to the
Contractor with respect to such Personal Information by incorporating the relevant
provisions of these provisions into a valid and binding written agreement between the
Contractor and such Authorized Persons, or amending any written agreements to
provide same.
6. Return or Destruction of Personal Information. Upon the termination of this Agreement,
the Contractor shall, and shall instruct all Authorized Persons to, promptly return to the County
all Personal Information, whether in written, electronic or other form or media, in its possession
or the possession of such Authorized Persons. in a machine readable form used by the County
at the time of such return, or upon the express prior written consent of the Director, securely
destroy all such Personal Information, and certify in writing to the County that such Personal
Information have been returned to the County or disposed of securely, as applicable. If the
Contractor is authorized to dispose of any such Personal Information. as provided in this Exhibit
E, such certification shall state the date, time, and manner(including standard) of disposal and
by whom, specifying the title of the individual. The Contractor shall comply with all reasonable
directions provided by the Director with respect to the return or disposal of Personal Information
and copies of Personal Information. If return or disposal of such Personal Information or copies
of Personal Information is not feasible, the Contractor shall notify the County according,
specifying the reason, and continue to extend the protections of this Exhibit E to all such
Personal Information and copies of Personal Information. The Contractor shall not retain any
copy of any Personal Information after returning or disposing of Personal Information as
required by this section 6. The Contractor's obligations under this section 6 survive the
termination gflhis 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
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Exhibit F
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.
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.
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