HomeMy WebLinkAboutP-25-393 Evident Change.pdf P-25-393
Evident Change
July 1, 2025
EVID = NT
CHANG =
Inform Systems. Transform Lives.
SAFEMEASURES° REPORTING SERVICE SUBSCRIPTION
AGREEMENT
This SafeMeasures° Reporting Services Subscription Agreement ("Agreement") is between Evident
Change, a nonprofit corporation organized under the laws of New York, with a business office in
Madison, Wisconsin ("Evident Change"), and the County of Fresno, through its Probation Department
(collectively, "Customer" or "County") (collectively, the "Parties").
BACKGROUND AND PRODUCT DESCRIPTION
A. Evident Change has developed and owns all rights, title, and interest in a certain child welfare
reporting service identified as the Evident Change Internet Reporting Service and referred to as
SafeMeasures. SafeMeasures uses data from a child welfare agency's case management system
(CMS) and publishes it via a conventional online browser in a customized series of reports,
dashboards, scorecards, and Key Performance Indicators.
B. SafeMeasures is a subscription reporting service that permits customers to monitor service
delivery activity and agency performance by navigating an extensive set of customized reports and
dashboards presented in multiple different formats that can be aggregated by timeframe,
location, assignment, or specific demographics and services. These reports permit customers to
estimate current workload demand, plan more effective service interventions, and monitor
certain performance indicators established by county,state, or federal regulatory requirements.
SafeMeasures includes quality control displays that agencies may employ to improve compliance
with state or federal performance audits.
Acknowledging the sufficiency of the consideration exchanged,the Parties agree as follows.
PROVISION OF SERVICE: WEB-BASED REPORTING
During the Term of this Agreement, Evident Change will provide Customer with a SafeMeasures
subscription that includes:
• Unlimited access to a dedicated SafeMeasures team of subject matter experts that provides
consulting on report development that supports agency policy and practice;
1
P-25-393
Evident Change
July 1, 2025
• Multiple training opportunities, including online basic navigation courses hosted within Evident
Change's learning management system or training files for upload into the agency internal training
system, live and recorded webinars, quick reference guides, training curricula, and in-application
support tools;
• Help desk support by regular email or in-application links;
• Unlimited user access with no additional cost for licensing or user accounts;
• Unlimited Administrator accounts in order to create/delete and update user accounts; and
• Representation on the monthly scheduled web-based meetings with the California Counties Core
Team.
1. Access to Newly Developed Reports for the Purpose of Vetting and Testing Their Accuracy Prior to
Release on the Production Site
1.1 Access to Customer Data
If requested by Evident Change, Customer will supply a copy of the CMS database(s), or specifically
designated data tables therein, that store agency data to be used by Evident Change. If data are
supplied by a third party, Customer will authorize and facilitate release of the data to Evident Change.
1.2 Access to Website Restricted
The right to access the SafeMeasures website is jurisdiction and agency specific. Only Customer and its
employees or agents may access or use the SafeMeasures website for the Customer's monitoring and
reporting needs. Specifically, and without limitation, Customer may not act as a relay or intermediary
allowing access to the SafeMeasures website to any third- party jurisdiction, agency, individual, or
business for any purpose.
1.3 Internal Business
Customer may only use SafeMeasures for its own internal purposes. Customer's internal purposes do
not include extending this service to third parties, except that data may be provided to state and
governmental authorities if required by law.
1.4 Competing Services or Products
Customer shall not use all or any part of SafeMeasures or its documentation to create a service or
product that competes with, or is used in a product that competes with, all or any part of
SafeMeasures, regardless of whether such service or product is distributed with or without
consideration.
2
P-25-393
Evident Change
July 1, 2025
1.5 Copyright Ownership and License
Customer acknowledges that Evident Change owns the copyright in all graphic interfaces, reports,
displays, and format ("Original Works"). Evident Change grants Customer a fully paid license to display,
reproduce, and distribute the Original Works for its internal purposes with no sublicensing rights for
the Term of the Agreement.
1.6 Training
Evident Change will provide training as specified in Exhibit A. Customer will provide training facilities,
equipment, and access to the SafeMeasures training website.
2. Data Transmission
Customer, or other party supplying CMS data, shall supply Evident Change with regular extracts via one
of the following methods to send daily extracts of agency data to Evident Change for processing and
analysis. Data extracts shall occur daily or on a schedule determined jointly by Customer and Evident
Change. Customer or supplying party will send data over a secure channel to Evident Change's SSH
server or may transfer data via a mutually satisfactory method that meets the frequency and security
requirements of both organizations.
3. Data Sharing
The County and Evident Change agree that the County shall grant Evident Change access to and use
of—in accordance with federal and state law—the data necessary for the continuous quality
improvement (CQI) related to the technical assistance needed to ensure SafeMeasures is operating as
intended and in the furtherance of ongoing improvement. If Evident Change desires to utilize the data
for reasons other than those contemplated by this Agreement, for CQI or for technical assistance,
SafeMeasures will obtain express written permission from the County or other authorized entities
before doing so.
4. Reporting Service Subscription Fee
Customer will pay Evident Change the fees ("Reporting Service Subscription Fees") according to the
payment schedule specified in attached Exhibit A and all applicable taxes related thereto.
Customer shall pay each correctly completed and timely submitted invoice within 45 days after receipt.
Customer shall remit any payment to Evident Change's address specified in the invoice.
5. Updates
During the Term of this Agreement, Evident Change will provide Customer updates, error corrections,
and modifications to SafeMeasures displays ("Updates") as such Updates become available. Updates
3
P-25-393
Evident Change
July 1, 2025
do not include modifications to displays specifically requested by Customer. Any Customer-requested
modifications must be made by Evident Change at Evident Change's published service rates. Evident
Change reserves the right to use the displays created for Customer, and analyses to produce such
displays for other parties whether such displays were suggested by Evident Change or the Customer.
Evident Change shall not use any Customer data in its publishing for other parties without Customer's
permission.
6. Term and Termination
6.1 Term
The Term of this Agreement shall commence on July 1, 2025, and shall terminate on June 30, 2030,
unless earlier terminated pursuant to Section 6.3. After expiration of the current Term, Evident Change
will not provide any Updates to Customer, and Customer must cease all use of SafeMeasures.
6.2 Renewal
If Customer is not in default of this Agreement, Customer and Evident Change may renew this
Agreement for an additional period ("Renewal Term"). Prior to the expiration of the current Term,
Evident Change may, in its discretion, issue a quotation of the Reporting Service Subscription Fees for
the Renewal Term. Renewal of this Agreement will be effective upon (a) Evident Change's issuance of a
quotation of the new Reporting Service Subscription Fees, and (b) Evident Change's acceptance of
Customer's corresponding purchase order or by the Parties entering into a new Agreement.
In order to ensure continuous access to the SafeMeasures reporting service, the effective date of any
renewal agreement will begin one day after this Agreement expires. If a renewal agreement is not fully
executed and received by Evident Change within 30 days of contract expiration, Evident Change
reserves the right to discontinue access to the SafeMeasures internet reporting service until a renewal
agreement is in place.
6.3 Termination for Cause
A party may terminate this Agreement if the other party commits a material breach that is not cured
within 30 days' written notice of such material breach. This Agreement may be terminated
immediately for a breach of Customer's obligation to pay fees under this Agreement or a breach of
Sections 1.3, 1.4, or 1.5 of this Agreement.
6.4 Termination Without Cause
Under circumstances other than those set forth above, this Agreement may be terminated by Evident
Change or Customer or Customer's Chief Probation Officer, or designee, by giving thirty (30) days
advance written notice of an intention to terminate the Agreement. Upon termination, Customer shall
receive a prorated refund of the Reporting Service Fee.
4
P-25-393
Evident Change
July 1, 2025
6.5 Non-Allocation of Funds
The terms of this Agreement, and the services to be provided thereunder, are contingent on the
approval of funds by the appropriating government agency. Should sufficient funds not be allocated,
the services provided may be modified, or this Agreement terminated by Evident Change or Customer
or Customer's Chief Probation Officer, or designee, by giving Evident Change written notice of
termination.
7. Evident Change Warranty, Disclaimers, and Remedies
7.1 Warranty
Evident Change warrants that:
a. Provided that Customer or another designated party regularly submits the required case
management data to Evident Change, SafeMeasures will perform substantially as described in this
Agreement and SafeMeasures promotional material.
b. It is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from participation in covered transactions by any federal department or agency. Evident
Change also warrants that it is not suspended or debarred from receiving federal funds as listed in
the List of Parties Excluded from Federal Procurement or Non-Procurement Programs issued by the
General Services Administration.
c. Evident Change will utilize all reasonable means and due diligence to protect the
confidentiality and security of Customer data.
d. Except for the foregoing express warranties, Evident Change neither makes nor grants any other
warranties, express or implied. Evident Change excludes all implied warranties, including
specifically any implied warranty arising by statute or otherwise in or from a course of dealing or
usage of trade, including any and all implied warranties of merchantability, merchantable
quality, or fitness for any purpose, particular, specific, or otherwise.
e. The foregoing express warranty is the only warranty of any kind for SafeMeasures. Evident Change
makes no warranties whatsoever for any Original Works that have been modified by Customer, nor
does Evident Change warrant that SafeMeasures will be offered without interruption.
f. Customer acknowledges that Evident Change provides no monitoring, analysis, or review of
the accuracy or quality of the Customer's data accessed through SafeMeasures.
7.2 Remedies
If SafeMeasures does not operate substantially as warranted (hereinafter described as
"Noncompliance"), Customer will provide Evident Change with sufficient details available to Customer
about the Noncompliance to allow Evident Change to reproduce it. As Customer's exclusive remedy for
any Noncompliance, and as Evident Change's entire liability in contract, tort, or otherwise of such
Noncompliance, Evident Change will either:
a. Correct the Noncompliance; or
5
P-25-393
Evident Change
July 1, 2025
b. If Evident Change is unable to correct the Noncompliance after a reasonable opportunity to do so,
Customer may:
i. Request that Evident Change cease publication of any demonstrably incorrect information and
request a pro-rata reduction in the Reporting Service Subscription Fee; or
ii. Terminate the Reporting Service Subscription and receive a pro- rated refund of the Reporting
Service Subscription Fee.
8. Intellectual Property Indemnification by Evident Change
8.1 Indemnification
To the fullest extent allowed by law, Evident Change shall defend, indemnify, and hold harmless the
Customer and its officers, agents, employees, and representatives from and against any and all claims,
actions, losses, injuries, damages, or expenses of every name, kind, and description, including litigation
costs and reasonable attorney's fees incurred, brought for or on account of, injury to or death of any
person, including but not limited to workers, Customer employees, officers, or agents, and the public,
or damage to property, which arise out of, pertain to, or relate to the negligence, recklessness, or
willful misconduct of Evident Change, its officers, agents, employees, volunteers, representatives,
contractors, and subcontractors. This duty of Evident Change includes the duty of defense, inclusive of
that set forth in California Civil Code Section 2778 and is subject to any limitations provided for in Civil
Code Section 2782.S(a) of the cost to defend charged to Evident Change for design professional
services. Each party shall notify the other party in writing of any claim or damage related to activities
performed under this Agreement within 21 days of the notice or when aware of the possible existence
of such a claim. The parties shall fully cooperate with each other in the investigation and disposition of
any claim arising out of the activities under this Agreement.
8.2 Replacement or Refund
If such a claim is made or appears possible, Evident Change may, using reasonable business judgment,
either secure Customer's right to continue to use SafeMeasures by modifying or replacing the portion
of SafeMeasures that is the basis for the claim so that such portion of SafeMeasures is no longer
infringing, or Evident Change may provide Customer with a credit equal to the portion of previously
paid Reporting Service Subscription Fee prorated to the remainder of the Term or Renewal Term of the
Agreement.
9. Limitation of Evident Change's Liability or Consequential Damages
The cumulative liability of Evident Change to Customer for all claims relating to SafeMeasures, and any
services rendered under this Agreement, will not exceed the total amount of all Reporting Service
Subscription Fees paid to Evident Change by Customer for SafeMeasures during the one-year period
prior to the date Evident Change is notified of such claim. This limitation will not apply to third parties'
indemnification obligations set forth in Section 8. In no event will Evident Change be liable for any
special, indirect, incidental, or consequential losses or damages even if Evident Change has been
advised of the possibility of such potential loss or damage. Except as set forth in Section 8, and solely
6
P-25-393
Evident Change
July 1, 2025
to the extent provided therein, Evident Change will not indemnify Customer in any way against any
claim.
10. Customer Warranties
Customer warrants that:
10.1 Customer will only allow access to SafeMeasures as permitted under this Agreement. If Customer
wishes to extend its use of SafeMeasures beyond this Agreement, Customer will obtain Evident
Change's prior written consent and pay the applicable Reporting Service Subscription Fees.
10.2 Customer will provide the requested data to Evident Change using one of the methods described
in Section 2 or, if data are supplied by another party, execute all necessary agreements and permissions
to release these data to Evident Change.
10.3 Customer recognizes that Evident Change has developed and owns all intellectual property rights,
title, and interest and trademarks in SafeMeasures. Except as expressly permitted by this agreement,
Evident Change does not permit Customer to modify or otherwise copy, transfer, license, distribute, or
use the SafeMeasures service in any manner other than as is contemplated under this Agreement.
Customer further acknowledges and agrees that Evident Change owns and shall retain all rights, title,
and ownership to SafeMeasures, including without limitation all copyrights, moral rights, patents,
trade secrets, trademarks, and other intellectual property rights it holds, subject to this Agreement.
11. General
11.1 Installation
Customer is responsible for providing access to the SafeMeasures website via the internet to its users.
Evident Change will, as requested, provide reasonable assistance (up to three hours) with set up of
user workstations and use of SafeMeasures via telephone, fax, or email at no additional charge to the
fees as outlined in Exhibit A. Customer may hire Evident Change to provide additional training or
assistance at the prevailing published rates plus travel expenses.
11.2 Notification of Rights
In copying SafeMeasures web reports as authorized under the terms of this Agreement, Customer will
not remove, suppress, or modify any notice of copyright, trademark, or other proprietary rights that
appear in SafeMeasures. Customer will use reasonable efforts to keep persons with access to
SafeMeasures from modifying or suppressing any of the copyright notices that appear on SafeMeasures
media, documentation, files, and banners.
11.3 Service Fees
Evident Change reserves the right to charge additional service fees if Customer seeks assistance for any
other matters not explicitly covered by this Agreement.
P-25-393
Evident Change
July 1, 2025
11.4 Complete Agreement and Modification of This Agreement
This Agreement contains the complete and final agreement of the parties and supersedes previous
understandings related to the subject matter hereof, whether oral or written. This Agreement may
only be modified by an amendment signed by authorized representatives of Evident Change and
Customer. Any term in Customer's purchase order that is in addition to or different from terms of this
Agreement, other than acceptance of the Reporting Service Subscription Fees for the Renewal Term,
are not part of this Agreement.
11.5 Non-Assignment
Neither this Agreement nor the rights of Customer under this Agreement may be transferred, leased,
assigned, or shared without Evident Change's prior written consent.
11.6 Confidentiality
Customer will not disclose SafeMeasures Original Works to anyone other than its employees,
consultants (who are bound by a written confidentiality agreement), volunteers, and interns except for
information that is or later enters the public domain through no fault of Customer, or as required by
law.
11.7 Privacy
Evident Change undergoes an annual SOC 2 audit to assess its success in ensuring the security,
confidentiality, availability, and privacy of the data it processes. The resulting annual report of the audit
results may be provided to the Customer upon request. In the event that a data subject contacts
Evident Change with a request to exercise their rights, Evident Change staff shall document and refer
the request to appropriate Customer personnel. Evident Change maintains a data use, destruction, and
retention policy that outlines its commitments to secure data processing and personal data breach
notification. Upon completion or termination of the Agreement, Evident Change shall delete/return all
personal data to the Customer according to contractual obligations and/or Evident Charge's data use,
destruction, and retention policy.
11.8 Waiver
The waiver by either party of any default or breach of this Agreement does not constitute a waiver of
any other default or breach of this Agreement or a subsequent waiver of that same default or breach.
11.9 Governing Law and Severability
The laws of the State of California and the United States govern this Agreement. Customer consents to
jurisdiction and venue in the courts of Dane County, Wisconsin or in the Federal District court in the
Western District of Wisconsin, for any claims arising out of this Agreement. If any part of this
Agreement is held to be invalid, that part will be omitted, but the balance of the Agreement will
remain in full force and effect.
8
P-25-393
Evident Change
July 1, 2025
11.10 Survival
All provisions of this Agreement relating to warranties, confidentiality, non-disclosure, proprietary
rights, limitation of liability, indemnification obligations, and payment obligation survive the
termination or expiration of this Agreement.
11.11 Headings
The headings used herein are for reference and convenience only and will not be used to interpret any
provision of this Agreement.
11.12 Confidentiality of Customer Data and HIPAA Compliance
Evident Change will utilize all reasonable means and due diligence to protect the confidentiality and
security of County data, in compliance with all applicable laws and Exhibit C, Data Security. County
acknowledges that the privacy and security regulations issued pursuant to the Health Insurance
Portability and Accountability Act of 1996 (the "HIPAA Privacy and Security Rules") may not apply to
the County data that are the subject of this Agreement. In any event, Evident Change acknowledges
that the County data may include health information, other information of a personal and sensitive
nature, and juvenile case file information that is strictly confidential pursuant to California Welfare and
Institutions Code section 827 and such information may in fact be subject to HIPAA. Evident Change
maintains current confidentiality and security procedures that are consistent with the current
professional standards recommended by the HIPAA Privacy and Security Rules and consistent with the
level of confidentiality mandated by section 827 of the California Welfare and Institutions Code.
11.13 Digital Accessibility
Evident Change shall ensure that all digital content and deliverables shall meet the World Wide Web
Consortium's (W3C) Web Content Accessibility Guidelines (WCAG), Version 2.2, level AA or most recent
version. Evident Change is responsible for addressing accessibility problems in any implementation,
configuration, or documentation delivered or performed by Evident Change, and in any software,
documents, videos, and/or training given and published by Evident Change and delivered under this
Agreement. Applicable laws include but are not limited to Americans with Disabilities Act (ADA), 215t
Century Communications and Video Accessibility Act (CVAA), and California Government Code Sections
7405 and 11135.
Evident Change will engage in good faith with open and effective communication with the Fresno
County Probation Department to solve and address accessibility issues. The Fresno County Probation
Department will collaborate with Evident Change around accessibility, understanding that it is Evident
Change's responsibility to conduct accessibility testing and create accessible deliverables.
9
P-25-393
Evident Change
July 1, 2025
12. Disclosure of Self-Dealing Transactions
This provision is only applicable if Evident Change is operating as a corporation (a for-profit or non-
profit corporation) or if during the term of this agreement, Evident Change changes its status to
operate as a corporation. Members of Evident Change's Board of Directors shall disclose any self-
dealing transactions that they are a party to while Evident Change is providing goods or performing
services under this agreement. A self-dealing transaction shall mean a transaction to which Evident
Change is a party and in which one or more of its directors has a material financial interest. Members
of the Board of Directors shall disclose any self-dealing transactions that they are a party to by
completing and signing a Self-Dealing Transaction Disclosure Form (Exhibit D) and submitting it to the
Customer prior to commencing with the self-dealing transaction or immediately thereafter.
13. Notices
All notices or other communications required or permitted under this Agreement will be in writing and
will be delivered by personal delivery, email (with delivery receipt), registered mail return receipt
requested, a "Next Day Air" delivery service, or by facsimile transmission, addressed to the parties
indicated below.
If to Evident Change: Evident Change
Attn: Chris Scharenbroch
717 John Nolen Drive
Madison, WI 53713
Phone: (800) 306-6223
Email: ccharenbroch@evidentchange.org
If to Customer: Attn: Assistant Deputy Chief Melanie Johnson
Fresno County Probation Department
3333 E. American Ave, Suite B
Fresno, CA 93725
Phone: (559) 600-4745
Email: mjohnson@fresnocountyca.gov and
ProbationContracts@fresnocountyca.gov
System Maintenance
Contact: Assistant Deputy Chief Melanie Johnson
Email: mjohnson@fresnocountyca.gov
Direct invoices to: ProbationInvoices@fresnocountyca.gov and
ProbationContracts@fresnocountyca.gov
For all claims arising out of related to this Agreement, nothing in this section establishes, waives, or
modifies any claims presentation requirements or procedures provided by law, including but not
limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code, beginning with
section 810).
10
P-25-393
Evident Change
July 1, 2025
Both parties have caused this Agreement to be executed by their respective duly authorized
representatives.
CUSTOMER EVIDENT CHANGE
Rileysigned by Rileylckburn
Blackburn Datle:tally 2025.080608:30:57a0700'
Signature Signature
Riley Blackburn Mindy J. Rowland
Name Name
Purchasing Manager Chief Legal & Operating Officer
Title Title
8/6/25 6/10/25
Date Date
For accounting use only:
Org No.: 34309999
Account No.: 7295
Fund No.: 0001
Subclass No.: 10000
11
P-25-393
Evident Change
July 1, 2025
EXHIBIT A: REPORTING SERVICE AND ADDITIONAL
FEES
Total cost of this Agreement and annual lump sum payments for reporting system subscription fees
include up to two virtual training sessions via the internet to train supervisors, managers, and
administrators as requested by the County. Additional training may be available for an added fee, as
outlined below.
TOTAL AMOUNT OF AGREEMENT
$30,490.00 for a 5 year agreement
PAYMENT SCHEDULE
Annual Subscription Fees:
$5,500.00 due July 1, 2025, upon receipt of invoice
$5,830.00 due July 1, 2026, upon receipt of invoice
$6,180.00 due July 1, 2027, upon receipt of invoice
$6,490.00 due July 1, 2028, upon receipt of invoice
$6,490.00 due July 1, 2029, upon receipt of invoice
ADDITIONAL/ONSITE SUPPORT/TRAINING (IF REQUESTED BY CUSTOMER)
• Time and Materials at $175 per hour
• All Travel Expenses
COUNTY RESPONSIBILITIES
• Provide computer lab for training.
• Designate at least one local SafeMeasures administrator to maintain user IDs and to coordinate the
handling of questions or problems regarding SafeMeasures with Evident Change.
• Provide access to the SafeMeasures website: https://app.safemeasures.org/ca_probation
Al
P-25-393
Evident Change
July 1, 2025
EXHIBIT B: INSURANCE PROVISIONS
1. REQUIRED POLICIES
Without limiting the County's right to obtain indemnification from Evident Change or any third parties,
Evident Change, 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 One Million Dollars ($1,000,000) per occurrence and an annual aggregate of Two Million
Dollars ($2,000,000). 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. Evident Change 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 Evident Change'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 occurrence and in the aggregate. Coverage must encompass all of the Evident Change'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 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 Evident Change.
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 Evident Change's obligations under Section 7 and 11 of this Agreement; (iv)
system failure; (v) data recovery; (vi) failure to timely disclose data breach or Security Breach;
B1
P-25-393
Evident Change
July 1, 2025
(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 Evident Change'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 Evident Change'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 Evident Change 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, Evident Change 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) Evident
Change 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 Evident
Change's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(iv) The technology professional liability insurance certificate must also state that
coverage encompasses all of Evident Change's obligations under this Agreement,
including but not limited to claims involving Cyber Risks, as that term is defined in
this Agreement.
B2
P-25-393
Evident Change
July 1, 2025
(v) The cyber liability insurance certificate must also state that it is endorsed, and
include an endorsement, to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited
to information or data)that is in the care, custody, or control of Evident Change.
(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,
Evident Change 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, Evident Change
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 Evident Change 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 Evident Change 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,
Evident Change 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. Evident Change 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. Evident Change is solely responsible to
obtain any policy endorsement that may be necessary to accomplish that waiver, but Evident
Change's waiver of subrogation under this paragraph is effective whether or not Evident
Change obtains such an endorsement.
(F) County's Remedy for Contractor's Failure to Maintain. If Evident Change fails to keep in
effect at all times any insurance coverage required under this Agreement, the County may, in
addition to any other remedies it may have, suspend or terminate this Agreement upon the
occurrence of that failure, or purchase such insurance coverage, and charge the cost of that
coverage to Evident Change. The County may offset such charges against any amounts owed by
the County to Evident Change under this Agreement.
(G) Subcontractors. Evident Change shall require and verify that all subcontractors used by
Evident Change to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize Evident
Change to provide services under this Agreement using subcontractors.
B3
P-25-393
Evident Change
July 1, 2025
EXHIBIT C: DATA SECURITY
1. Definitions
Capitalized terms used in this Exhibit C have the meanings set forth in this section 1.
(A) "Authorized Employees" means Evident Change'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
Evident Change's subcontractors, representatives, agents, outsourcers, and consultants, and
providers of professional services to the Evident Change, 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 C.
(C) "Director" means the County's Chief Probation Officer or designees.
(D)"Disclose" or any derivative of that word means to disclose, release, transfer, disseminate, or
otherwise provide access to or communicate all or any part of any Personal Information orally,
in writing, or by electronic or any other means to any person.
(E) "Person" means any natural person, corporation, partnership, limited liability company, firm, or
association.
(F) "Personal Information" means any and all information, including any data, provided, or to
which access is provided, to Evident Change 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 Evident
Change's (or any Authorized Person's) privacy practices, or alleging a Security Breach. Such
complaint shall have sufficient detail to enable Evident Changer to promptly investigate and take
remedial action under this Exhibit C.
(H) "Security Safeguards" means physical, technical, administrative or organizational security
procedures and practices put in place by Evident Change (or any Authorized Persons) that
relate to the protection of the security, confidentiality, value, or integrity of Personal Information.
C1
P-25-393
Evident Change
July 1, 2025
Security Safeguards shall satisfy the minimal requirements set forth in section 3(C) of this
Exhibit C.
(1) "Security Breach" means (i) any act or omission that compromises either the security,
confidentiality, value, or integrity of any Personal Information or the Security Safeguards, or (ii)
any unauthorized Use, Disclosure, or modification of, or any loss or destruction of, or any
corruption of or damage to, any Personal Information.
(J) "Use" or any derivative of that word means to receive, acquire, collect, apply, manipulate,
employ, process, transmit, disseminate, access, store, disclose, or dispose of Personal
Information.
2. Standard of Care
(A) Evident Change acknowledges that, in the course of its engagement by the County under this
Agreement, Evident Change, or any Authorized Persons, may Use Personal Information only as
permitted in this Agreement.
(B) Evident Change 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, Evident
Change, or any Authorized Persons. Evident Change 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 Evident Change's, or any
Authorized Person's, Use of that Personal Information.
(C) Evident Change agrees and covenants in favor of the County that Evident Change 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 Evident Change pursuant to the terms of this Exhibit C;
(iii) not Use, Disclose, sell, rent, license, or otherwise make available Personal Information
for Evident Change's own purposes or for the benefit of anyone other than the County,
without the County's express prior written consent, which the County may give or
withhold in its sole and absolute discretion; and
(iv) not, directly or indirectly, disclose Personal Information to any person (an "Unauthorized
Third Party") other than Authorized Persons pursuant to this Agreement, without the
Director's express prior written consent.
(D) Notwithstanding the foregoing paragraph, in any case in which Evident Change 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, Evident Change 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 Evident Change or any Authorized
Person, from any government regulatory authorities, or in relation to any legal proceeding, and
C2
P-25-393
Evident Change
July 1, 2025
(ii) promptly notify the County before such Personal Information is offered by Evident Change
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 Evident Change shall cooperate with the County to minimize the scope of such
disclosure of such Personal Information.
(E) Evident Change 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
Evident Change's own actions and omissions.
3. Information Security
(A) Evident Change covenants, represents, and warrants to the County that Evident Change 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 Evident
Change uses credit, debit or other payment cardholder information, Evident Change 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 Evident Change's sole cost and
expense.
(B) Evident Change covenants, represents and warrants to the County that, as of the effective date
of this Agreement, Evident Change 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 Evident Change's obligations under section 3(A) of this Exhibit C, Evident
Change's (or Authorized Person's) Security Safeguards shall be no less rigorous than accepted
industry practices and, at a minimum, include the following:
(i) limiting Use of Personal Information strictly to Evident Change's and Authorized
Persons' technical and administrative personnel who are necessary for Evident
Change's, or Authorized Persons', Use of the Personal Information pursuant to this
Agreement;
(ii) ensuring that all of Evident Change's connectivity to County computing systems will only
be through the County's security gateways and firewalls, and only through security
procedures approved upon the express prior written consent of the Director;
(iii) to the extent that they contain or provide access to Personal Information, (a) securing
business facilities, data centers, paper files, servers, back-up systems and computing
equipment, operating systems, and software applications, including, but not limited to, all
mobile devices and other equipment, operating systems, and software applications with
information storage capability; (b) employing adequate controls and data security
measures, both internally and externally, to protect (1) the Personal Information from
G
P-25-393
Evident Change
July 1, 2025
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 Evident Change,
including any Authorized Person, or anyone with whom Evident Change 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 Evident Change, Evident
Change shall cause such Authorized Employees to abide strictly by the Contractor's obligations
under this Exhibit C. Evident Change shall maintain a disciplinary process to address any
unauthorized Use of Personal Information by any Authorized Employees.
(E) Evident Change shall, in a secure manner, backup daily, or more frequently if it is Evident
Change's practice to do so more frequently. Backup information is available to restore
SafeMeasures however, will not be accessible or made available online as it may compromise
data security.
(F) Evident Change 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 Evident Change. Evident Change contacts
include:
(i) Alex Lincoln at alincoln(a-evidentchange.org available Monday-Friday 8:00 am to 5:00
pm CST; and
C4
P-25-393
Evident Change
July 1, 2025
(ii) Luke Becham at Lbecham(a)evidentchange.org available Monday-Friday 8:00 am to 5:00
pm CST.
Evident Change's contacts shall be available to assist the County during normal business hours
as a contact in resolving Evident Change's and any Authorized Persons' obligations associated
with a Security Breach or a Privacy Practices Complaint.
(G)Evident Change shall not knowingly include or authorize any Trojan Horse, back door, time
bomb, drop dead device, worm, virus, or other code of any kind that may disable, erase, display
any unauthorized message within, or otherwise impair any County computing system, with or
without the intent to cause harm.
4. Security Breach Procedures
(F) Immediately upon Evident Change's awareness or reasonable belief of a Security Breach,
Evident Change shall (i) notify the Director of the Security Breach, such notice to be given first
by telephone at the following telephone number, followed promptly by email at the following
email addresses and telephone numbers: incidents(a�_fresnocountyca.gov, (559) 600-5900, (559)
600-4645, and ProbationContracts(a)_fresnocountyca.gov (which telephone number and email
address the County may update by providing notice to Evident Change), and (ii) preserve all
relevant evidence (and cause any affected Authorized Person to preserve all relevant evidence)
relating to the Security Breach. The notification shall include, to the extent reasonably possible,
the identification of each type and the extent of Personal Information that has been, or is
reasonably believed to have been, breached, including but not limited to, compromised, or
subjected to unauthorized Use, Disclosure, or modification, or any loss or destruction,
corruption, or damage.
(G) Immediately following Evident Change's notification to the County of a Security Breach, as
provided pursuant to section 4(A) of this Exhibit C, the Parties shall coordinate with each other
to investigate the Security Breach. Evident Change 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 Evident Change'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, Evident Change 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 Evident Change shall provide a written report of the investigation and reporting
required to the Director within 30 days after the Evident Change's discovery of the Security
Breach.
(H) County shall promptly notify Evident Change of the Director's knowledge, or reasonable belief,
of any Privacy Practices Complaint, and upon Evident Change's receipt of that notification, the
C5
P-25-393
Evident Change
July 1, 2025
Evident Change shall promptly address such Privacy Practices Complaint, including taking any
corrective action under this Exhibit C, all at Evident Change's sole expense, in accordance with
applicable privacy rights, laws, regulations, and standards. In the event Evident Change
discovers a Security Breach, Evident Change shall treat the Privacy Practices Complaint as a
Security Breach. Within 24 hours of Evident Change's receipt of notification of such Privacy
Practices Complaint, Evident Change 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.
(1) Evident Change 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 Evident Change's sole expense, in accordance with applicable privacy rights,
laws, regulations and standards. Evident Change 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 C.
(J) Evident Change 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
(F) Evident Change shall have and maintain a written information security policy that specifies
Security Safeguards appropriate to the size and complexity of Evident Change's operations and
the nature and scope of its activities.
(G)Upon the County's written request, to confirm Evident Change's compliance with this Exhibit C,
as well as any applicable laws, regulations and industry standards, Evident Change 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 Evident Change's
physical and technical environment in relation to all Personal Information that is Used by
Evident Change pursuant to this Agreement. Evident Change 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
Evident Change for Personal Information pursuant to this Agreement. In addition, Evident
Change shall provide the County with the results of any audit by or on behalf of Evident Change
that assesses the effectiveness of Evident Change's information security program as relevant to
the security and confidentiality of Personal Information Used by Evident Change or Authorized
Persons during the course of this Agreement under this Exhibit C.
(H) Evident Change shall ensure that all Authorized Persons who Use Personal Information agree
to the same restrictions and conditions in this Exhibit C that apply to Evident Change with
respect to such Personal Information by incorporating the relevant provisions of these
provisions into a valid and binding written agreement between Evident Change and such
Authorized Persons, or amending any written agreements to provide same.
C6
P-25-393
Evident Change
July 1, 2025
6. Return or Destruction of Personal Information. Upon the termination of this Agreement, Evident
Change 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 Evident Change is authorized to dispose of any such Personal
Information, as provided in this Exhibit C, such certification shall state the date, time, and manner
(including standard) of disposal and by whom, specifying the title of the individual. Evident Change 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, Evident Change shall notify the County
according, specifying the reason, and continue to extend the protections of this Exhibit C to all such
Personal Information and copies of Personal Information. Evident Change shall not retain any copy of
any Personal Information after returning or disposing of Personal Information as required by this section
6. Evident Change's obligations under this section 6 survive the termination of this Agreement and
apply to all Personal Information that Evident Change retains if return or disposal is not feasible and to
all Personal Information that Evident Change may later discover.
7. Equitable Relief. Evident Change acknowledges that any breach of its covenants or obligations set
forth in this Exhibit C 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. Evident Change shall defend, indemnify and hold harmless the County, its officers,
employees, and agents, (each, a "County Indemnitee")from and against any and all infringement of
intellectual property including, but not limited to infringement of copyright, trademark, and trade dress,
invasion of privacy, information theft, and extortion, unauthorized Use, Disclosure, or modification of, or
any loss or destruction of, or any corruption of or damage to, Personal Information, Security Breach
response and remedy costs, credit monitoring expenses, forfeitures, losses, damages, liabilities,
deficiencies, actions, judgments, interest, awards, fines and penalties (including regulatory fines and
penalties), costs or expenses of whatever kind, including attorneys' fees and costs, the cost of
enforcing any right to indemnification or defense under this Exhibit C 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 Evident Change's, its officers, employees, or agents, or any Authorized
Employee's or Authorized Person's, performance or failure to perform under this Exhibit C or arising out
of or resulting from Evident Change'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 Evident Change 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 Evident Change and the County as stated in this
Exhibit C shall survive the termination of this Agreement.
C7
P-25-393
Evident Change
July 1, 2025
10. No Third Party Beneficiary. Nothing express or implied in the provisions of in this Exhibit C is
intended to confer, nor shall anything in this Exhibit C confer, upon any person other than the County or
Evident Change 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 Evident Change's (or any Authorized Person's) possession or control
Cs
P-25-393
Evident Change
July 1, 2025
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).
D1
P-25-393
Evident Change
July 1, 2025
(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:
D2