HomeMy WebLinkAboutService Agreement A-25-387.pdf Agreem Ent No. 25-387
1 SERVICE AG REEM ENT
2 This Service Agreement ("Agreement") is dated August 5, 2025 and is between
3 Justice System Partners (JSP), an O iegon 501(c)3 nonprofit organization ("Contractor"), and
4 the County of Fresno, a political subdivision of the State of California ("County").
5 Recitals
6 A. The County, through its Probation Departm ent (Departm Ent), has determ hed there is a
7 need for a highly experienced vendor to fully sustain the im plem entation services for the
8 evidence based Public Safety Assessment (PSA) Court Tool.
9 B. The County has determ ined that County staff does not have the expertise for these
10 services and that the Contractor possesses unique capabilities to provide the services
11 requested by the Department.
12 C. The County previously entered into Agreem ent No. 20-306 with the Contractor for full
13 im plem entation services of the PSA into the Probation Departm ent's case m anagem ent system
14 from August 18, 2020, through August 17, 2025.
15 D. The County and the Contractor now desire to enter into an agreem Ent for the continued
16 services to fully sustain the im plem entation of the PSA, which includes: training stake holders,
17 creating decision m atrix, provide feedback to staff regarding the PSA, additional validations of
18 the PSA, provide public-facing report, and continued quality assurance reviews.
19 The parties therefore agree as follows:
20 Article 1
21 Contractor's Services
22 1.1 Scope of Services. The Contractor shall perform all of the services provided in
23 Exhibit A to this Agreem Ent, titled "Scope of Services."
24 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
25 able to perform all of the services provided in this Agreement.
26 1.3 Com pliance w kh Law s The Contractor shall, at its own cost, com ply with all
27 applicable federal, state, and local laws and regulations in the perform ance of its obligations
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1 under this Agreem ent, including but not lim ted to workers com pensation, labor, and
2 confidentiality laws and regulations.
3 1.4 Confidential Information. Contractor shall com ply with all provisions of Exhibit B
4 Data Security.
5 1.5 Meetings. Contractor shall participate in meetings with Probation staff. These
6 meetings include, but shall not be lim ted to m cnthly, weekly, or as needed collaborative
7 m eetings to evaluate and address program needs, problem issues that m air arise.
8 Article 2
9 County's Responsibilities
10 2.1 The County shall com pensate Contractor for satisfactorily provided services and
11 reim Curse Contractor for allowable reasonable and necessary expenses incurred, as provided
12 under Article 3, "Com pensation, Invoices, and Paym ents," of this Agreem Ent.
13 2.2 The County shall continue to provide the PSA Court Tool and case m anagement
14 system .
15 2.3 The County will reassem He the Im plem entation Team com prised of key
16 stakeholders to work cooperatively with the Contractor to m anage and evaluate the project as
17 needed.
18 Article 3
19 Compensation, Invoices, and Payments
20 3.1 The County agrees to pay, and the Contractor agrees to receive, com pensation for
21 the perform ance of its services under this Agreem ent as described in Exhibit C to this
22 Agreement, titled "Compensation."
23 3.2 M a►cim um Com pensation. The m aKim urn com pensation payable to the Contractor
24 for the period from August 18, 2025 until August 17, 2026 is Fifty-Two Thousand, Five Hundred
25 Dollars ($52,500). The m aKim urn com pensation payable to the Contractor for the period from
26 August 18, 2026 until August 17, 2027 is O re Hundred Seventeen Thousand, Five Hundred
27 Dollars ($117,500). The m wim urn com pensation payable to the Contractor for the period from
28 August 18, 2027 until August 17, 2028 is Fifty-Two Thousand, Five Hundred Dollars ($52,500).
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1 The m axim urn com pensation payable to the Contractor for the period from August 18, 2028 until
2 August 17, 2029 is Fifty-Two Thousand, Five Hundred Dollars ($52,500). The m axim urn
3 com pensation payable to the Contractor for the period from August 18, 2029 until August 17,
4 2030 is O re Hundred Seventeen Thousand, Five Hundred Dollars ($117,500). In no event shall
5 all com pensation paid for services perform ed under this Agreem ent exceed Three Hundred
6 Ninety-Two Thousand, Five Hundred Dollars ($392,500) during the total possible five-year term
7 of this Agreement. The Contractor acknowledges that the County is a local government entity,
8 and does so with notice that the County's powers are lim ted by the California Constitution and
9 by State law, and with notice that the Contractor m ay receive com pensation under this
10 Agreement only for services perform ed according to the term sof this Agreem Ent and while this
11 Agreement is in effect, and subject to the m wim urn am cunt payable under this section. The
12 Contractor further acknowledges that County em Ooyees have no authority to pay the Contractor
13 except as expressly provided in this Agreement.
14 3.3 Invoices. The Contractor shall bill the County at the hourly rate per service
15 perform ed, as described in Exhibit C. The Contractor shall subm l: and track m cnthly invoices for
16 services perform ed; not to exceed the m axim urn annual com pensation described in Exhibit C.
17 The m cnthly invoices shall be subm tted to Fresno County Probation Department, 3333 East
18 American Ave. Bldg. 701 Ste. B Fresno CA, 93725 or electronically to:
19 Probes+^-Invoices(a)fresnocountyca.gov arri Drnhn+inn(-,)ntracts(a)fresr^n^l In+xlrn -1. The
20 Contractor shall subm t each invoice within 60 days after the m cnth in which the Contractor
21 perform sservices, and within 60 days after the end of the term or term nation of this Agreem ent.
22 3.4 Payment. The County shall pay each correctly com pleted and tim ely subm itted
23 invoice within 45 days after receipt. The County shall rem it any paym ent to the Contractor's
24 address specified in the invoice.
25 3.5 Incidental Expenses. The Contractor is solely responsible for all of its costs and
26 expenses that are not specified as payable by the County under this Agreem Ent.
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1 Article 4
2 Term of Agreement
3 4.1 Term.This Agreem ent is effective on August 18, 2025 and term hates on August 17,
4 2028, except as provided in section 4.2, "Extension," or Article 6, "Term Nation and Suspension,"
5 below.
6 4.2 Extension. The term of this Agreem ent m ay be extended for no m ore than two, one-
7 year periods only upon written approval of both parties at least 30 days before the first day of
8 the next one-year extension period. The Chief Probation O ficer or his or her designee is
9 authorized to sign the written approval on behalf of the County based on the Contractor's
10 satisfactory perform ence. The extension of this Agreem ent by the County is not a waiver or
11 corn promise of any default or breach of this Agreem ent by the Contractor existing at the tim a of
12 the extension whether or not known to the County.
13 Article 5
14 Notices
15 5.1 Contact Information. The persons and their addresses having authority to give and
16 receive notices provided for or perm tted under this Agreem ant include the following:
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For the County:
18 Chief Probation O ficer
County of Fresno
19 Probation Departm ent
3333 E. Am Erican Ave., Suite B
20 Fresno, CA 93725
21 For the Contractor:
Executive Vice President
22 Kate Florio
P.O .Box 970
23 South Easton, M A02375
kate@justicesystem partners.org
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5.2 Change of Contact Information. Either party may change the inform etion in section
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5.1 by giving notice as provided in section 5.3.
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5.3 M ethod of Delivery. Each notice between the County and the Contractor provided
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for or perm tted under this Agreement m ust be in writing, state that it is a notice provided under
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this Agreem Ent, and be delivered either by personal service, by first-class United States m al, by
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1 an overnight com m ecial courier service, by telephonic facsim le transm ssion, or by Portable
2 Docum ent Form A (PDF) docum ent attached to an em ail.
3 (A) A notice delivered by personal service is effective upon service to the recipient.
4 (B) A notice delivered by first-class United States m al is effective three County
5 business days after deposit in the United States m al, postage prepaid,
6 addressed to the recipient.
7 (C)A notice delivered by an overnight com m Ercial courier service is effective one
8 County business day after deposit with the overnight com m ecial courier service,
9 delivery fees prepaid, with delivery instructions given for next day delivery,
10 addressed to the recipient.
11 (D)A notice delivered by telephonic facsim le transm ssion or by PDF document
12 attached to an ern al is effective when transm ssion to the recipient is completed
13 (but, if such transm ssion is com Oeted outside of County business hours, then
14 such delivery is deem ed to be effective at the next beginning of a County
15 business day), provided that the sender m antains a m echine record of the
16 com pleted transm'ssion.
17 5.4 Claims Presentation. For all claim sarising from or related to this Agreem Ent,
18 nothing in this Agreem ent establishes, waives, or m odifies any claim s presentation
19 requirements or procedures provided by law, including the G o✓ernm ent Claim sAct (Division 3.6
20 of Title 1 of the G o✓ernm ent Code, beginning with section 810).
21 Article 6
22 Termination and Suspension
23 6.1 Term ination for Non-Allocation of Funds. The term sof this Agreem ent are
24 contingent on the approval of funds by the appropriating governm Ent agency. If sufficient funds
25 are not allocated, then the County, upon at least 30 days' advance written notice to the
26 Contractor, m ay:
27 (A) Modify the services provided by the Contractor under this Agreement; or
28 (B) Term hate this Agreem ent.
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1 6.2 T erm ination for Breach.
2 (A) Upon determ ring that a breach (as defined in paragraph (C) below) has
3 occurred, the County m ay give written notice of the breach to the Contractor. The
4 written notice m ay suspend perform aice under this Agreem ent, and m ust
5 provide at least 30 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 tim e stated in the written notice, the County m ay term hate this Agreem ent
8 im m eJiately.
9 (C) For purposes of this section, a breach occurs when, in the determ hation of the
10 County, the Contractor has:
11 (1) O Ittained or used funds illegally or improperly;
12 (2) Failed to com ply with any part of this Agreem ent;
13 (3) Subm tted a substantially incorrect or incom plete report to the County; or
14 (4) Im properly perform ed any of its obligations under this Agreem ent.
15 6.3 Termination w thout Cause. In circumstances other than those set forth above, the
16 County may term hate this Agreem ent by giving at least 30 days advance written notice to the
17 Contractor.
18 6.4 No Penalty or Further O Higation. Any term hation of this Agreem ent by the County
19 under this Article 6 is without penalty to or further obligation of the County.
20 6.5 County's Rights upon Termination. Upon term hation for breach under this Article
21 6, the County m ay dem end repaym Ent by the Contractor of any m cnies disbursed to the
22 Contractor under this Agreem ent that, in the County's sole judgm ent, were not expended in
23 com pliance with this Agreem Ent. The Contractor shall prom ptly refund all such m cnies upon
24 dem aid. This section survives the term Nation of this Agreem ent.
25 Article 7
26 Independent Contractor
27 7.1 Status. In perform hg under this Agreement, the Contractor, including its officers,
28 agents, em ployees, and volunteers, is at all tim es acting and perform hg as an independent
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1 contractor, in an independent capacity, and not as an officer, agent, servant, em Ooyee, joint
2 venturer, partner, or associate of the County.
3 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
4 m anner or m ethod of the Contractor's perform ance under this Agreem Ent, but the County m ay
5 verify that the Contractor is perform ng according to the term sof this Agreem Ent.
6 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no
7 right to em Ooym ent rights or benefits available to County em Ooyees. The Contractor is solely
8 responsible for providing to its own em Ooyees all em Ooyee benefits required by law. The
9 Contractor shall save the County harm less from all m afters relating to the paym eit of
10 Contractor's em Ooyees, including com pliance with Social Security withholding and all related
11 regulations.
12 7.4 Services to O hers. The parties acknowledge that, during the term of this
13 Agreement, the Contractor m ay provide services to others unrelated to the County.
14 Article 8
15 Indemnity and Defense
16 8.1 Indemnity. The Contractor shall indem rify and hold harm less and defend the
17 County (including its officers, agents, em Ooyees, and volunteers) against all claim s, 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 perform ance or failure to perform by the Contractor (or any of its officers, agents,
21 subcontractors, or em ployees) under this Agreem Ent. The County m ay conduct or participate in
22 its own defense without affecting the Contractor's obligation to indem rify and hold harm less or
23 defend the County.
24 8.2 Survival. This Article 8 survives the term nation or expiration of this Agreement.
25 Article 9
26 Insurance
27 9.1 The Contractor shall corn ply with all the insurance requirem eats in Exhibit D to this
28 Agreem Ent.
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1 Article 10
2 Inspections, Audits, and Public Records
3 10.1 1 nspection of Documents. The Contractor shall m eke available to the County, and
4 the County m ay exam he at any tim eduring business hours and as often as the County deem s
5 necessary, all of the Contractor's records and data with respect to the m otters covered by this
6 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
7 request by the County, perm t the County to audit and inspect all of such records and data to
8 ensure the Contractor's com pliance with the term sof this Agreem ent.
9 10.2 S tate Audit Requirements. If the com pensation to be paid by the County under this
10 Agreement exceeds $10,000, the Contractor is subject to the exam nation and audit of the
11 California State Auditor, as provided in G aernm ent Code section 8546.7, for a period of three
12 years after final paym ent under this Agreem eft. This section survives the term nation of this
13 Agreement.
14 10.3 P ublic Records. The County is not lim ted in any m anner with respect to its public
15 disclosure of this Agreem ent or any record or data that the Contractor m ay provide to the
16 County. The County's public disclosure of this Agreem Ent or any record or data that the
17 Contractor m ay provide to the County m ay include but is not Iim ted to the following:
18 (A) The County m ay voluntarily, or upon request by any m em ber of the public or
19 governmental agency, disclose this Agreement to the public or such
20 governm ental agency.
21 (B) The County m ay voluntarily, or upon request by any m em ber of the public or
22 governm ental agency, disclose to the public or such governm antal agency any
23 record or data that the Contractor m ay provide to the County, unless such
24 disclosure is prohibited 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 G aernm ent Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section
28 54950).
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1 (D) This Agreement, and any record or data that the Contractor m ay provide to the
2 County, is subject to public disclosure as a public record under the California
3 Public Records Act (California G o✓ernm ent Code, Title 1, Division 10, beginning
4 with section 7920.000) ("CPRA").
5 (E) This Agreement, and any record or data that the Contractor m ay provide to the
6 County, is subject to public disclosure as information concerning the conduct of
7 the people's business of the State of California under California Constitution,
8 Article 1, section 3, subdivision (b).
9 (F) Any m arking of confidentiality or restricted access upon or otherwise m ade with
10 respect to any record or data that the Contractor m ay provide to the County shall
11 be disregarded and have no effect on the County's right or duty to disclose to the
12 public or governmental agency any such record or data.
13 10.4 P ublic 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 Agreem Ent or applicable law, to
16 possess or control, then the County m ay dem and, in writing, that the Contractor deliver to the
17 County, for purposes of public disclosure, the requested records that m ay be in the possession
18 or control of the Contractor. Within five business days after the County's dem and, 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 statem ent 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 dem and for such records. If the
25 Contractor wishes to assert that any specific record or data is exem pt from disclosure under the
26 CPRA or other applicable law, it m ust deliver the record or data to the County and assert the
27 exem ption 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 exem ption 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 exem ption
3 from disclosure. The Contractor shall indem rify 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 dem and for any such records.
7 Article 11
8 Disclosure of Self-Dealing Transactions
9 11.1 A pplicability. This Article 11 applies if the Contractor is operating as a corporation,
10 or changes its status to operate as a corporation.
11 11.2 D uty to Disclose. If any m em ber of the Contractor's board of directors is party to a
12 self-dealing transaction, he or she shall disclose the transaction by com pleting and signing a
13 "Self-Dealing Transaction Disclosure Form"(Exhibit E to this Agreem ent) and subm tting it to the
14 County before com m eicing the transaction or im m aiiately after.
15 11.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
16 a party and in which one or m ore of its directors, as an individual, has a m rterial financial
17 interest.
18 Article 12
19 G eneral Terms
20 12.1 Nb dification. Except as provided in Article 6, "Term nation 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 em pioyees have no authority to
23 modify this Agreement except as expressly provided in this Agreement.
24 12.2 N on-Assignm ent. Neither party m ay assign its rights or delegate its obligations
25 under this Agreem ent without the prior written consent of the other party.
26 12.3 Gb verning Law.The laws of the State of California govern all m titters arising from
27 or related to this Agreem ant.
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1 12.4 J urisdiction and Venue. This Agreem ent is signed and performed in Fresno
2 County, California. Contractor consents to California jurisdiction for actions arising from or
3 related to this Agreem ent, and, subject to the G aernm ent Claim sAct, all such actions must be
4 brought and m aintained in Fresno County.
5 12.5 C onstruction. The final form of this Agreement is the result of the parties' combined
6 efforts. If anything in this Agreem ent is found by a court of com potent jurisdiction to be
7 ambiguous, that ambiguity shall not be resolved by construing the term sof this Agreem ent
8 against either party.
9 12.6 D ays. Unless otherwise specified, "days" m eans calendar days.
10 12.7 H eadings. The headings and section titles in this Agreem ent are for convenience
11 only and are not part of this Agreem ent.
12 12.8 S everability. If anything in this Agreement is found by a court of com potent
13 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
14 effect, and the parties shall m eke best efforts to replace the unlawful or unenforceable part of
15 this Agreem ent with lawful and enforceable term s intended to accom plish the parties' original
16 intent.
17 12.9 N ondiscrim ination. During the perform ance of this Agreem ent, the Contractor shall
18 not unlawfully discrim hate against any em pioyee or applicant for em ploym ent, or recipient of
19 services, because of race, religious creed, color, national origin, ancestry, physical disability,
20 m ental disability, m edical condition, genetic inform ation, m arital status, sex, gender, gender
21 identity, gender expression, age, sexual orientation, m iitary status or veteran status pursuant to
22 all applicable State of California and federal statutes and regulation.
23 12.10 Nb Waiver. Payment, waiver, or discharge by the County of any liability or obligation
24 of the Contractor under this Agreem ent on any one or m cre occasions is not a waiver of
25 perform ance 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 12.11 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, com mtim eats, writings, advertisem ents,
2 publications, and understandings of any nature unless those things are expressly included in
3 this Agreem Ent. If there is any inconsistency between the term sof this Agreem Ent without its
4 exhibits and the term sof the exhibits, then the inconsistency will be resolved by giving
5 precedence first to the term sof this Agreem ent without its exhibits, and then to the term sof the
6 exhibits.
7 12.12 Nb 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 12.13 Authorized Signature. The Contractor represents and warrants to the County that:
10 (A) The Contractor is duly authorized and em powered to sign and perform its
11 obligations under this Agreem ent.
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 term sof this Agreem ent.
15 12.14 Bectronic Signatures. The parties agree that this Agreement maybe executed by
16 electronic signature as provided in this section.
17 (A) An "electronic signature" m eans any sym bol or process intended by an individual
18 signing this Agreem ent to represent their signature, including but not lim led to
19 (1) a digital signature; (2) a faxed version of an original handwritten signature; or
20 (3) an electronically scanned and transm lted (for exam ple by PDF document)
21 version of an 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
24 Agreem ent for all purposes, including but not lim led to evidentiary proof in any
25 adm histrative or judicial proceeding, and (2) has the sam eforce and effect as
26 the valid original handwritten signature of that person.
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1 (C)The provisions of this section satisfy the requirem ents of Civil Code section
2 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code,
3 Division 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 requirem eats of G o✓ernm Ent Code section 16.5, subdivision (a),
6 paragraphs (1) through (5), and agrees that each other party m ay rely upon that
7 representation.
8 (E) This Agreem Ent is not conditioned upon the parties conducting the transactions
9 under it by electronic means and either party m ay sign this Agreement with an
10 original handwritten signature.
11 12.15 Counterparts. This Agreement m ay be signed in counterparts, each of which is an
12 original, and all of which together constitute this Agreement.
13 [SIG N4TURE PA EFO LLO W,$
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1 The parties are signing this Agreement on the date stated in the introductory clause.
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JUSTICE SYSTEM PARTNERS COUNTY OF FRESNO
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4 407/14/2025
5 Kate Florio, Executive Vice President rnest Buddy Mendes, Chairman of the
Board of Supervisors of the County of Fresno
6 P.O. Box 970
South Easton, MA 02375 Attest:
7 Bernice E. Seidel
Clerk of the Board of Supervisors
8 County of Fresno, State of California
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By: _
10 Deputy
11 For accounting use only:
12 Org No.: 34309999
Account No.: 7295
13 Fund No.: 0001
Subclass No.: 10000
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Exhibit A
1 Scope of Services
2 To fully sustain the im plem entation of the PSA and for the County to utilize the m axim urn
3 benefits of integrating the PSA into daily practices, JSP is providing technical assistance, quality
4 assurance, training, and validation to the County. JSP will support the County's effort to fully
5 operationalize the PSA into the day-to-day functioning of the crim nal justice system and help
6 im plem eit the updated recom m Endations of the validation of the PSA assessm eit both
7 internally and externally.
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9 JSP will work closely with the County stakeholders, including the Probation Department, to
10 ensure that all parties understand the recom m Endations of the PSA assessm ent validation and
11 pretrial best practices. JSP will use the results of the previous validation assessment to inform
12 the validity of the PSA and decision-m eking fram ework for the overall population as well as
13 unique subgroups based on legal (types of offenses) and extralegal (race, ethnicity, gender)
14 factors.
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16 JSP will work closely with an Im plem entation Team com prised of key stakeholders to help
17 ensure the objectives of this project. Training will be provided for staff and system stakeholders.
18 JSP will continue to m cnitor and evaluate the efficacy of the PSA and provide guidance to the
19 County and the Probation Department on data collection and help establish a long-term quality
20 im provem eit process. JSP will conduct a series of training sessions for staff and stakeholders
21 to understand the results and recom m(ndation of the validation studies. JSP will work with the
22 County to adjust policies and practices surrounding the findings and recom m e9dations of the
23 validations.
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A-1
Exhibit A
1 JSP w it provide the follow hg services under this agreement:
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3 1. Rovide training to staff and stakeholders on the findings and recom m Endations of the
4 PSA assessment validations.
5 2. Assist in creating policy and procedure recom m Endations.
6 3. Conduct twice-yearly quality assurance reviews, provide feedback, and produce reports
7 to ensure consistent and accurate im plem entation of the pretrial assessm ent.
8 4. Continue to train staff and stakeholders on pretrial best practices. O fer quarterly virtual
9 booster sessions to staff as needed.
10 5. R-ovide subject m titter expertise and recom m Endations for enhancing the Pretrial
11 Microsoft Power BI dashboard.
12 6. Offer tim dy support in resolving data issues that m air arise, working collaboratively
13 across m ultiple stakeholders to identify solutions and im plem ent corrections, with JSP
14 providing necessary assistance throughout the resolution process.
15 7. Oliver two com prehensive validation reports in Years 2 and 5. The reports will assess
16 the PSA's predictive accuracy, exam he disparities across dem cgraphic groups, and
17 track perform ance m etrics. Based on these findings, provide actionable
18 recom m a9dations to enhance both accuracy and im plem entation of the tool.
19 8. Continue to m cnitor the validity of the assessm ent toll and provide feedback and
20 recom m aidations.
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A-2
Exhibit B
Data Security
1 1. Definitions
2 Capitalized term s used in this Exhibit B have the m eanings set forth in this section 1.
3 (A) "Authorized Employees" means the Contractor's em ployees who have access to
4 Personal Information.
5 (B) "Authorized Persons" m eans: (i) any and all Authorized Em ployees; and (ii) any and
6 all of the Contractor's subcontractors, representatives, agents, outsourcers, and
7 consultants, and providers of professional services to the Contractor, who have access
8 to Personal Inform etion and are bound by law or in writing by confidentiality obligations
9 sufficient to protect Personal Inform etion in accordance with the term sof this Exhibit B.
10 (C) "Director" m eans the County's Director of Internal Services/Chief Inform etion O ficer or
11 his or her designee.
12 (D) "Disclose" or any derivative of that word m eans to disclose, release, transfer,
13 dissem hate, or otherwise provide access to or com m unicate all or any part of any
14 Personal Information orally, in writing, or by electronic or any other means to any person.
15 (E) "Person" m eans any natural person, corporation, partnership, lim ted liability company,
16 firm ,or association.
17 (F) "Personal Information" m eans any and all inform etion, including any data, provided, or
18 to which access is provided, to the Contractor by or upon the authorization of the
19 County, under this Agreement, including but not lim ted to vital records, that: (i) identifies,
20 describes, or relates to, or is associated with, or is capable of being used to identify,
21 describe, or relate to, or associate with, a person (including, without lim Cation, names,
22 physical descriptions, signatures, addresses, telephone num bers, a-m A addresses,
23 education, financial m etters, em ploym ent history, and other unique identifiers, as well as
24 statem ents m ade by or attributable to the person); (ii) is used or is capable of being used
25 to authenticate a person (including, without lim Cation, em ployee identification numbers,
26 governm ent-issued identification num bers, passwords or personal identification num bers
27 (PINs), financial account numbers, credit report information, answers to security
28
B-1
Exhibit B
Data Security
1 questions, and other personal identifiers); or (iii) is personal information within the
2 meaning of California Civil Code section 1798.3, subdivision (a), or 1798.80, subdivision
3 (e). Personal Inform etion does not include publicly available inform ation that is lawfully
4 made available to the general public from federal, state, or local governm Ent records.
5 (G )"Privacy Practices Complaint" means a com plaint received by the County relating to
6 the Contractor's (or any Authorized Person's) privacy practices, or alleging a Security
7 Breach. Such com plaint shall have sufficient detail to enable the Contractor to prom ptly
8 investigate and take remedial action under this Exhibit B.
9 (H) "Security Safeguards" m eans physical, technical, adm histrative or organizational
10 security procedures and practices put in place by the Contractor (or any Authorized
11 Persons) that relate to the protection of the security, confidentiality, value, or integrity of
12 Personal Inform etion. Security Safeguards shall satisfy the m him el requirem ents set
13 forth in section 3(C) of this Exhibit B.
14 (1) "Security Breach" m eans (i) any act or om ssion that com prom ices either the security,
15 confidentiality, value, or integrity of any Personal Inform etion or the Security Safeguards,
16 or (ii) any unauthorized Use, Disclosure, or modification of, or any loss or destruction of,
17 or any corruption of or dam age to, any Personal Inform etion.
18 (J) "Use" or any derivative of that word m eans to receive, acquire, collect, apply,
19 manipulate, em ploy, process, transm t, dissem hate, access, store, disclose, or dispose
20 of Personal Information.
21 2. Standard of Care
22 (A) The Contractor acknowledges that, in the course of its engagem Ent by the County under
23 this Agreement, the Contractor, or any Authorized Persons, may Use Personal
24 Inform ation only as perm tted in this Agreem Ent.
25 (B) The Contractor acknowledges that Personal Inform etion is deem ed to be confidential
26 information of, or owned by, the County (or persons from whom the County receives or
27 has received Personal Inform ation) and is not confidential inform ation of, or owned or by,
28
B-2
Exhibit B
Data Security
1 the Contractor, or any Authorized Persons. The Contractor further acknowledges that all
2 right, title, and interest in or to the Personal Inform etion rem ans in the County (or
3 persons from whom the County receives or has received Personal Information)
4 regardless of the Contractor's, or any Authorized Person's, Use of that Personal
5 Inform ation.
6 (C)The Contractor agrees and covenants in favor of the Country that the Contractor shall:
7 (i) k eep and m aintain all Personal Inform ation in strict confidence, using such
8 degree of care under this section 2 as is reasonable and appropriate to avoid a
9 Security Breach;
10 (ii) U se Personal Inform etion exclusively for the purposes for which the Personal
11 Inform etion is m ade accessible to the Contractor pursuant to the term sof this
12 Exhibit B;
13 (iii) n of Use, Disclose, sell, rent, license, or otherwise m eke available Personal
14 Inform etion for the Contractor's own purposes or for the benefit of anyone other
15 than the County, without the County's express prior written consent, which the
16 County m air give or withhold in its sole and absolute discretion; and
17 (iv) n ot, directly or indirectly, Disclose Personal Information to any person (an
18 "Unauthorized Third Party") other than Authorized Persons pursuant to this
19 Agreem ent, without the Director's express prior written consent.
20 (D) Notwithstanding the foregoing paragraph, in any case in which the Contractor believes it,
21 or any Authorized Person, is required to disclose Personal Inform etion to government
22 regulatory authorities, or pursuant to a legal proceeding, or otherwise as m alb/ be
23 required by applicable law, Contractor shall (i) im m 6fiately notify the County of the
24 specific dem and for, and legal authority for the disclosure, including providing County
25 with a copy of any notice, discovery dem and, subpoena, or order, as applicable,
26 received by the Contractor, or any Authorized Person, from any governm Ent regulatory
27 authorities, or in relation to any legal proceeding, and (ii) prom ptly notify the County
28
B-3
Exhibit B
Data Security
1 before such Personal Inform etion is offered by the Contractor for such disclosure so that
2 the County m ay have sufficient tim eto obtain a court order or take any other action the
3 County may deem necessary to protect the Personal Information from such disclosure,
4 and the Contractor shall cooperate with the County to m him ee the scope of such
5 disclosure of such Personal Information.
6 (E) The Contractor shall rem an liable to the County for the actions and om'ssions of any
7 Unauthorized Third Party concerning its Use of such Personal Information as if they
8 were the Contractor's own actions and om'ssions.
9 3. Information Security
10 (A) The Contractor covenants, represents and warrants to the County that the Contractor's
11 Use of Personal Information under this Agreem ent does and will at all times com ply with
12 all applicable federal, state, and local, privacy and data protection laws, as well as all
13 other applicable regulations and directives, including but not lim ted to California Civil
14 Code, Division 3, Part 4, Title 1.81 (beginning with section 1798.80), and the Song-
15 Beverly Credit Card Act of 1971 (California Civil Code, Division 3, Part 4, Title 1.3,
16 beginning with section 1747). If the Contractor Uses credit, debit or other paym ent
17 cardholder inform ation, the Contractor shall at all tim es rem an in com pliance with the
18 Payment Card Industry Data Security Standard ("PCI DSS") requirements, including
19 rem aning aware at all tim es of changes to the PCI DSS and prom ptly im Oem eating and
20 maintaining all procedures and practices as m ay be necessary to rem an in com pliance
21 with the PCI DSS, in each case, at the Contractor's sole cost and expense.
22 (B) The Contractor covenants, represents and warrants to the County that, as of the
23 effective date of this Agreement, the Contractor has not received notice of any violation
24 of any privacy or data protection laws, as well as any other applicable regulations or
25 directives, and is not the subject of any pending legal action or investigation by, any
26 government regulatory authority regarding same
27
28
B-4
Exhibit B
Data Security
1 (C)Without lim ling the Contractor's obligations under section 3(A) of this Exhibit B, the
2 Contractor's (or Authorized Person's) Security Safeguards shall be no less rigorous than
3 accepted industry practices and, at a m him urn ,include the following:
4 (i) I im ling Use of Personal Information strictly to the Contractor's and Authorized
5 Persons' technical and adm histrative personnel who are necessary for the
6 Contractor's, or Authorized Persons', Use of the Personal Inform ation pursuant to
7 this Agreem Ent;
8 (ii) a nsuring that all of the Contractor's connectivity to County com puting system s
9 will only be through the County's security gateways and firewalls, and only
10 through security procedures approved upon the express prior written consent of
11 the Director;
12 (iii) t o the extent that they contain or provide access to Personal Information, (a)
13 securing business facilities, data centers, paper files, servers, back-up system s
14 and com puting equipm Ent, operating system s, and software applications,
15 including, but not lim led to, all m cbile devices and other equipm ent, operating
16 system s, and software applications with inform ation storage capability; (b)
17 em ploying adequate controls and data security measures, both internally and
18 externally, to protect (1) the Personal Information from potential loss or
19 rn bappropriation, or unauthorized Use, and (2) the County's operations from
20 disruption and abuse; (c) having and m antaining network, device application,
21 database and platform security; (d) m antaining authentication and access
22 controls within m edia, com puting equipm Ent, operating system s, and software
23 applications; and (e) installing and m antaining in all m cbile, wireless, or
24 handheld devices a secure internet connection, having continuously updated
25 anti-virus software protection and a rem ate wipe feature always enabled, all of
26 which is subject to express prior written consent of the Director;
27
28
B-5
Exhibit B
Data Security
1 (iv) e ncrypting all Personal Inform etion at advance encryption standards of Advanced
2 Encryption Standards (AES) of 128 bit or higher (a) stored on any m cbile
3 devices, including but not lim ted to hard disks, portable storage devices, or
4 rem cte installation, or (b) transm Red over public or wireless networks (the
5 encrypted Personal Inform ation m ust be subject to password or pass phrase, and
6 be stored on a secure server and transferred by m eans of a Virtual Private
7 Network (VPN) connection, or another type of secure connection, all of which is
8 subject to express prior written consent of the Director);
9 (v) s trictly segregating Personal Information from all other information of the
10 Contractor, including any Authorized Person, or anyone with whom the
11 Contractor or any Authorized Person deals so that Personal Information is not
12 com mingled with any other types of inform ation;
13 (vi) h aving a patch m anagem ent process including installation of all operating system
14 and software vendor security patches;
15 (vii) ra intaining appropriate personnel security and integrity procedures and
16 practices, including, but not lim ted to, conducting background checks of
17 Authorized Em Ooyees consistent with applicable law; and
18 (viii) p roviding appropriate privacy and inform etion security training to Authorized
19 Em Ooyees.
20
21 (D) During the term of each Authorized Em Ooyee's em Ooym Ent by the Contractor, the
22 Contractor shall cause such Authorized Em Ooyees to abide strictly by the Contractor's
23 obligations under this Exhibit B. The Contractor shall m antain a disciplinary process to
24 address any unauthorized Use of Personal Information by any Authorized Em Ooyees.
25 (E) The Contractor shall, in a secure m anner, backup daily, or m are frequently if it is the
26 Contractor's practice to do so m cre frequently, Personal Inform ation received from the
27 County, and the County shall have im m aiiate, real tim eaccess, at all tim es, to such
28
B-6
Exhibit B
Data Security
1 backups via a secure, rem ate access connection provided by the Contractor, through the
2 Internet.
3 (F) The Contractor shall provide the County with the nam e and contact inform ation for each
4 Authorized Em ployee (including such Authorized Em ployee's work shift, and at least one
5 alternate Authorized Em ployee for each Authorized Em ployee during such work shift)
6 who shall serve as the County's prim ay security contact with the Contractor and shall be
7 available to assist the County twenty-four (24) hours per day, seven (7) days per week
8 as a contact in resolving the Contractor's and any Authorized Persons' obligations
9 associated with a Security Breach or a Privacy Practices Com plaint.
10 (G )The Contractor shall not knowingly include or authorize any Trojan Horse, back door,
11 tim e bom b, drop dead device, worm ,virus, or other code of any kind that m ay disable,
12 erase, display any unauthorized m essage within, or otherwise im pair any County
13 computing system ,with or without the intent to cause harm .
14 4. Security Breach Procedures
15 (A) Immediately upon the Contractor's awareness or reasonable belief of a Security Breach,
16 the Contractor shall (i) notify the Director of the Security Breach, such notice to be given
17 first by telephone at the following telephone num ber, followed prom ptly by em ail at the
18 following em al address: (559) 600-6200 / servicedesk@fresnocountyca.gov (which
19 telephone num ber and em al address the County m ay update by providing notice to the
20 Contractor), and (ii) preserve all relevant evidence (and cause any affected Authorized
21 Person to preserve all relevant evidence) relating to the Security Breach. The notification
22 shall include, to the extent reasonably possible, the identification of each type and the
23 extent of Personal Information that has been, or is reasonably believed to have been,
24 breached, including but not lim ited to, com prom sed, or subjected to unauthorized Use,
25 Disclosure, or modification, or any loss or destruction, corruption, or dam age.
26 (B) Im m Eliately following the Contractor's notification to the County of a Security Breach, as
27 provided pursuant to section 4(A) of this Exhibit B, the Parties shall coordinate with each
28
B-7
Exhibit B
Data Security
1 other to investigate the Security Breach. The Contractor agrees to fully cooperate with
2 the County, including, without lim Cation:
3 (i) a ssisting the County in conducting any investigation;
4 (ii) p roviding the County with physical access to the facilities and operations
5 affected;
6 (iii) f acilitating interviews with Authorized Persons and any of the Contractor's other
7 em ployees knowledgeable of the m otter; and
8 (iv) ra king available all relevant records, logs, files, data reporting and other
9 m aterials required to com Oy with applicable law, regulation, industry standards,
10 or as otherwise reasonably required by the County.
11 To that end, the Contractor shall, with respect to a Security Breach, be solely
12 responsible, at its cost, for all notifications required by law and regulation, or deemed
13 reasonably necessary by the County, and the Contractor shall provide a written report of
14 the investigation and reporting required to the Director within 30 days after the
15 Contractor's discovery of the Security Breach.
16 (C) County shall prom ptly notify the Contractor of the Director's knowledge, or reasonable
17 belief, of any Privacy Practices Com plaint, and upon the Contractor's receipt of that
18 notification, the Contractor shall prom ptly address such Privacy Practices Com plaint,
19 including taking any corrective action under this Exhibit B, all at the Contractor's sole
20 expense, in accordance with applicable privacy rights, laws, regulations and standards.
21 In the event the Contractor discovers a Security Breach, the Contractor shall treat the
22 Privacy Practices Complaint as a Security Breach. Within 24 hours of the Contractor's
23 receipt of notification of such Privacy Practices Com plaint, the Contractor shall notify the
24 County whether the m otter is a Security Breach, or otherwise has been corrected and
25 the m anner of correction, or determ ined not to require corrective action and the reason
26 for that determ nation.
27
28
B-8
Exhibit B
Data Security
1 (D)The Contractor shall take prom pt corrective action to respond to and rem edy any
2 Security Breach and take m tigating actions, including but not lim Ling to, preventing any
3 reoccurrence of the Security Breach and correcting any deficiency in Security
4 Safeguards as a result of such incident, all at the Contractor's sole expense, in
5 accordance with applicable privacy rights, laws, regulations and standards. The
6 Contractor shall reim burse the County for all reasonable costs incurred by the County in
7 responding to, and m tigating dam ages caused by, any Security Breach, including all
8 costs of the County incurred relation to any litigation or other action described section
9 4(E) of this Exhibit B.
10 (E) The Contractor agrees to cooperate, at its sole expense, with the County in any litigation
11 or other action to protect the County's rights relating to Personal Inform ation, including
12 the rights of persons from whom the County receives Personal Information.
13 5. O xersight of Security Compliance
14 (A) The Contractor shall have and m antain a written inform ation security policy that
15 specifies Security Safeguards appropriate to the size and com plexity of the Contractor's
16 operations and the nature and scope of its activities.
17 (B) Upon the County's written request, to confirm the Contractor's com pliance with this
18 Exhibit B, as well as any applicable laws, regulations and industry standards, the
19 Contractor grants the County or, upon the County's election, a third party on the
20 County's behalf, perm ission to perform an assessment, audit, exam nation or review of
21 all controls in the Contractor's physical and technical environment in relation to all
22 Personal Information that is Used by the Contractor pursuant to this Agreement. The
23 Contractor shall fully cooperate with such assessm Ent, audit or exam nation, as
24 applicable, by providing the County or the third party on the County's behalf, access to
25 all Authorized Em ployees and other knowledgeable personnel, physical prem' es,
26 docum entation, infrastructure and application software that is Used by the Contractor for
27 Personal Inform etion pursuant to this Agreem ent. In addition, the Contractor shall
28
B-9
Exhibit B
Data Security
1 provide the County with the results of any audit by or on behalf of the Contractor that
2 assesses the effectiveness of the Contractor's inform etion security program as relevant
3 to the security and confidentiality of Personal Information Used by the Contractor or
4 Authorized Persons during the course of this Agreement under this Exhibit B.
5 (C)The Contractor shall ensure that all Authorized Persons who Use Personal Information
6 agree to the sam a restrictions and conditions in this Exhibit B. that apply to the
7 Contractor with respect to such Personal Inform ation by incorporating the relevant
8 provisions of these provisions into a valid and binding written agreem Ent between the
9 Contractor and such Authorized Persons, or am ending any written agreem ents to
10 provide sam e,
11 6. Return or Destruction of Personal Information. Upon the term nation of this Agreement,
12 the Contractor shall, and shall instruct all Authorized Persons to, promptly return to the County
13 all Personal Inform ation, whether in written, electronic or other form or m edia, in its possession
14 or the possession of such Authorized Persons, in a m achine readable form used by the County
15 at the time of such return, or upon the express prior written consent of the Director, securely
16 destroy all such Personal Inform ation, and certify in writing to the County that such Personal
17 Inform ation have been returned to the County or disposed of securely, as applicable. All
18 Personal Inform ation shall be returned to County within 60 days of term nation of this
19 Agreement. If the Contractor is authorized to dispose of any such Personal Information, as
20 provided in this Exhibit B, such certification shall state the date, tim e, and m ainer (including
21 standard) of disposal and by whom ,specifying the title of the individual. The Contractor shall
22 com ply with all reasonable directions provided by the Director with respect to the return or
23 disposal of Personal Information and copies of Personal Information. If return or disposal of
24 such Personal Inform etion or copies of Personal Inform ation is not feasible, the Contractor shall
25 notify the County according, specifying the reason, and continue to extend the protections of
26 this Exhibit B to all such Personal Information and copies of Personal Information. The
27 Contractor shall not retain any copy of any Personal Information after returning or disposing of
28
B-10
Exhibit B
Data Security
1 Personal Inform ation as required by this section 6. The Contractor's obligations under this
2 section 6 survive the term nation of this Agreem Ent and apply to all Personal Inform ation that
3 the Contractor retains if return or disposal is not feasible and to all Personal Inform ation that the
4 Contractor m ay later discover.
5 7. Equitable Relief. The Contractor acknowledges that any breach of its covenants or
6 obligations set forth in this Exhibit B m ay cause the County irreparable harm for which m cnetary
7 dam ages would not be adequate com pensation and agrees that, in the event of such breach or
8 threatened breach, the County is entitled to seek equitable relief, including a restraining order,
9 injunctive relief, specific perform ance and any other relief that m ay be available from any court,
10 in addition to any other rem edy to which the County m ay be entitled at law or in equity. Such
11 remedies shall not be deemed to be exclusive but shall be in addition to all other rem edies
12 available to the County at law or in equity or under this Agreem ent.
13 8. Indemnity. The Contractor shall defend, indem rify and hold harm less the County, its officers,
14 ern ployees, and agents, (each, a "County Indem ritee")from and against any and all
15 infringement of intellectual property including, but not lim ted to infringem Ent of copyright,
16 tradem ark, and trade dress, invasion of privacy, inform ation theft, and extortion, unauthorized
17 Use, Disclosure, or m odification of, or any loss or destruction of, or any corruption of or dam age
18 to, Personal Inform ation, Security Breach response and rem edy costs, credit m cnitoring
19 expenses, forfeitures, losses, damages, liabilities, deficiencies, actions,judgments, interest,
20 awards, fines and penalties (including regulatory fines and penalties), costs or expenses of
21 whatever kind, including attorneys' fees and costs, the cost of enforcing any right to
22 indem rification or defense under this Exhibit B and the cost of pursuing any insurance
23 providers, arising out of or resulting from any third party claim or action against any County
24 Indem ritee in relation to the Contractor's, its officers, em ployees, or agents, or any Authorized
25 Em ployee's or Authorized Person's, perform ance or failure to perform under this Exhibit B or
26 arising out of or resulting from the Contractor's failure to com ply with any of its obligations under
27 this section 8. The provisions of this section 8 do not apply to the acts or om issions of the
28
B-11
Exhibit B
Data Security
1 County. The provisions of this section 8 are cum dative to any other obligation of the Contractor
2 to, defend, indem rify, or hold harm less any County Indem ritee under this Agreement. The
3 provisions of this section 8 shall survive the term hation of this Agreement.
4 9. Survival. The respective rights and obligations of the Contractor and the County as stated in
5 this Exhibit B shall survive the term hation of this Agreem Ent.
6 10. No Third Party Beneficiary. Nothing express or im died in the provisions of in this Exhibit B
7 is intended to confer, nor shall anything in this Exhibit B confer, upon any person other than the
8 County or the Contractor and their respective successors or assignees, any rights, remedies,
9 obligations or liabilities whatsoever.
10 11. No County Warranty. The County does not m eke any warranty or representation whether
11 any Personal Information in the Contractor's (or any Authorized Person's) possession or control,
12 or Use by the Contractor (or any Authorized Person), pursuant to the term sof this Agreement is
13 or will be secure from unauthorized Use, or a Security Breach or Privacy Practices Com plaint.
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
B-12
Exhibit C
1 Corn pensation
2 The Contractor shall receive com pensation for services rendered as outlined in this Exhibit C.
3 The Contractor is not entitled to any compensation except as expressly provided in this Exhibit
4 C.
5 The annual cost shall not exceed the specified yearly m axim um stated below. The description of
6 services 1 through 8 can be found in Exhibit A, page A-2.
7 Year Services Annual Maxim um Com
8 Year 1 S ervices 1-6 and 8 $ 52,500.00
Year S ervices 1-8 $ 117,500.00
9 Year 3 S ervices 1-6 and 8 $ 52,500.00
Year4 S ervices 1-6 and 8 $ 52,500.00
10 Year S ervices 1-8 $ 117,500.00
11 $ 392,500.00
12
Salaries & Benefits: Com pensation will be based on the actual num ber of hours worked during
13
the billing period for em ployees listed under this agreem ent. Hourly rates associated with the
14
em ployee title are listed below.
15
The number of hours provided are an estim ate and m air vary. In the event an additional position
16
is needed, the m wim urn com pensation for the agreem ent still applies
17
Title Hourly Year I Year 2 Year 3 Year4 Year 5 Total Hours
18 Rate
Executive Advisor $ 225.00 2 4 3 2 2 4 2 4 3 2 1 36
19 Research Director $ 185.00 2 4 4 0 2 4 2 4 4 0 1 52
20 PSA Im Oem antation Specialist $ 150.00 2 61 3 25 2 61 2 61 3 25 1 433
21 Research Analyst $ 150.00 2 4 3 16 2 4 2 4 3 16 7 04
Research Support $ 85.00 0 7 8 0 0 7 8 1 56
22
23
24
25
26
27
28
C-1
Exhibit D
Insurance Requirements
1. Feequired Policies
Without lim Ling the County's right to obtain indem rification 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 Agreem Ent.
(A) Com m e-cial G eieral Liability. Com m ecial general liability insurance with lim is of not
less than Two M Ilion Dollars ($2,000,000) per occurrence and an annual aggregate of
Four M Ilion Dollars ($4,000,000). This policy m ust be issued on a per occurrence basis.
Coverage m ust include products, com Ideted operations, property dam age, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsement to
this policy nam ng the County of Fresno, its officers, agents, em Ooyees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreem ent are concerned. Such coverage for additional insureds will apply as
prim ary insurance and any other insurance, or self-insurance, m antained by the County
is excess only and not contributing with insurance provided under the Contractor's
policy.
(B) Automobile Liability. Autom cbile liability insurance with lim is of not less than O re
Million Dollars ($1,000,000) per occurrence for bodily injury and for property dam ages.
Coverage m ust include any auto used in connection with this Agreem Ent.
(C)Workers Com pensation. Workers com pensation insurance as required by the laws of
the State of California with statutory lim ls.
(D) Employer's Liability. Em Idoyer's liability insurance with lim is of not less than O re
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
(E) Professional Liability. Professional liability insurance with lim Is of not less than O re
Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three M Ilion
Dollars ($3,000,000). If this is a claim s-m ade policy, then (1)the retroactive date must
be prior to the date on which services began under this Agreement; (2) the Contractor
shall m antain the policy and provide to the County annual evidence of insurance for not
less than five years after com Oetion of services under this Agreem Ent; and (3) if the
policy is canceled or not renewed, and not replaced with another claim s-m ade 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 claim s-m ede
policy for a m him urn of five years after com Oetion of services under this Agreem Ent.
(F) Cyber Liability. Cyber liability insurance with lim Is of not less than Two M Ilion Dollars
($2,000,000) per occurrence. Coverage m ust include claim s involving Cyber Risks. The
cyber liability policy m ust be endorsed to cover the full replacem ent value of dam age to,
alteration of, loss of, or destruction of intangible property (including but not lim led to
information or data) that is in the care, custody, or control of the Contractor.
Definition of Cyber Risks. "Cyber Risks" include but are not lim led to (i) Security
Breach, which m ay include Disclosure of Personal Inform ation to an Unauthorized Third
Party; (ii) data breach; (iii) breach of any of the Contractor's obligations under Exhibit B
of this Agreem ent; (iv) system failure; (v) data recovery; (vi) failure to tim ely disclose
D-1
Exhibit D
data breach or Security Breach; (vii) failure to com ply with privacy policy; (viii) paym ent
card liabilities and costs; (ix) infringement of intellectual property, including but not
lim ted to infringem ent of copyright, tradem ark, and trade dress; (x) invasion of privacy,
including release of private inform etion; (xi) inform ation theft; (xii) dam age 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
inform etion, including Personal Inform etion; and (xxi) credit m cnitoring expenses.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreem ent,
and at any tim a during the term of this Agreem ent as requested by the County's Risk
Manager or the County Adm nistrative O fice, the Contractor shall deliver, or cause its
broker or producer to deliver, to the County Risk M auger, at 2220 Tulare Street, 16th
Floor, Fresno, California 93721, or HRRiskM anagem eit@fresnocountyca.gov, and by
mail or email to the person identified to receive notices under this Agreement,
certificates of insurance and endorsem eats for all of the coverages required under this
Agreem ent.
(i) E ach insurance certificate m ust state that: (1) the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, em ployees, and
volunteers are not responsible for any prem um son the policy; and (3) the
Contractor has waived its right to recover from the County, its officers, agents,
em ployees, and volunteers any am cunts paid under any insurance policy
required by this Agreem Ent and that waiver does not invalidate the insurance
policy.
(ii) T he com m ecial general liability insurance certificate m ust also state, and include
an endorsem ent, that the County of Fresno, its officers, agents, em ployees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreem ent are concerned. The com m ecial general liability
insurance certificate m ust also state that the coverage shall apply as prim ay
insurance and any other insurance, or self-insurance, m antained by the County
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) T he autom cbile liability insurance certificate m ust state that the policy covers any
auto used in connection with this Agreement.
(iv) T he professional liability insurance certificate, if it is a claim s-m ade policy, m Est
also state the retroactive date of the policy, which m ust be prior to the date on
which services began under this Agreem Ent.
D-2
Exhibit D
(v) T he technology professional liability insurance certificate m ust also state that
coverage encom passes all of the Contractor's obligations under this Agreem ent,
including but not lim ted to claim s involving Cyber Risks, as that term is defined in
this Agreem ent.
(vi) T he cyber liability insurance certificate m ust also state that it is endorsed, and
include an endorsem ent, to cover the full replacem ent value of dam age to,
alteration of, loss of, or destruction of intangible property (including but not lim ted
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 adm tted insurers licensed to do business in the State of California and
possessing at all tim es during the term of this Agreem ent 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
prem um ,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 m ay determ he that
the failure of the Contractor or its insurer to tim dy provide a written notice required by
this paragraph is a breach of this Agreem Ent.
(D) County's Entitlement to G ieater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher lim Is, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
lim Is, or both. To that end, the Contractor shall deliver, or cause its broker or producer
to deliver, to the County's Risk M anager certificates of insurance and endorsements for
all of the coverages that have such broader coverage, higher lim its, or both, as required
under this Agreem ent.
(E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its
officers, agents, ern ployees, and volunteers any am cunts 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 accom plish 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 M antain. If the Contractor fails to keep
in effect at all tim es any insurance coverage required under this Agreem Ent, the County
may, in addition to any other rem edies it m ay have, suspend or term hate this
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
and charge the cost of that coverage to the Contractor. The County m ay offset such
charges against any am cunts owed by the County to the Contractor under this
Agreem ent.
D-3
Exhibit D
(G )Subcontractors. The Contractor shall require and verify that all subcontractors used by
the Contractor to provide services under this Agreem ent m antain insurance m eeting all
insurance requirem ents provided in this Agreem Ent. This paragraph does not authorize
the Contractor to provide services under this Agreem ent using subcontractors.
D-4
Exhibit E
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno ("County"), m em bers of a
contractor's board of directors ("County Contractor"), m ust disclose any self-dealing transactions
that they are a party to while providing goods, perform ng services, or both for the County. A
self-dealing transaction is defined below:
"A self-dealing transaction m eans a transaction to which the corporation is a party and in
which one or m cre of its directors has a m aterial financial interest."
The definition above will be used for purposes of com pleting this disclosure form.
Instructions
(1) Enter board m em ber's nam e, job title (if applicable), and date this disclosure is being
made.
(2) Enter the board m em ber's com pany/agency nam a and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a m him um,include a description of the following:
a. The nam eof the agency/com pany with which the corporation has the transaction;
and
b. the nature of the m eterial financial interest in the Corporation's transaction that
the board m em ber has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
The form m ust be signed by the board m em ber that is involved in the self-dealing
transaction described in Sections (3) and (4).
E-1
Exhibit E
(1) Company Board M em ber 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 w by this self-dealing transaction is consistent w th the requirements of
Corporations Code § 5233 (a)
(5) Authorized Signature
Signature: Date:
E-2