HomeMy WebLinkAboutService Agreement A-25-386.pdf Agreem ent No. 25-386
1 SERVICE AG REEM ENT
2 This Service Agreem Ent ("Agreem ent") is dated August 5, 2025 and is between
3 Ink Doctors, a M edical Corporation, whose address is 3555 Rosecrans St., Ste 114 #202, San
4 Diego, CA 92110 ("Contractor") and the County of Fresno, a political subdivision of the State of
5 California ("County").
6 Recitals
7 A. At the Decem ber 9, 2024, Com m unity Corrections Partnership (CCP) m eeting, the
8 Resources Development Subcom mtitee proposed reallocating funds from a parenting program
9 that was discontinued on June 30, 2024, due to duplication of services and low referral rates.
10 The idea of a tattoo rem o✓al program was presented. The program would aim to address
11 reintegration into the com m unity and em ploym art barriers faced by supervised individuals with
12 visible tattoos on their face, neck, hands, and forearm s
13 B. On M arch 10, 2025, the Resources Developm ent Subcom mtitee introduced Ink Doctors,
14 A M edical Corporation, to the CCP Board. The subcom mtitee requested approval to proceed
15 with the procurem ent of this vendor, who specializes in m cbile tattoo rem o✓al services
16 specifically for justice-involved individuals within secured correctional settings. Ink Doctors
17 operates under physician oversight and em ploys specialized nursing staff to ensure service
18 safety. Additionally, they provide pre-service inform ation and aftercare instructions, m aintain
19 medical records, and provides daily statistics to the Probation Department. G 1/en these
20 specialized services and unique qualities, the CCP board approved the subcom mtitee's
21 recom rrendation to proceed with Ink Doctors as a vendor.
22 C. The Contractor represents that it can provide these services to the County according to
23 the terms of this Agreem Ent.
24 The parties therefore agree as follows:
25 Article 1
26 Contractor's Services
27 1.1 Scope of Services. The Contractor shall perform all of the services provided in
28 Exhibit A to this Agreement, titled "Scope of Services."
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1 1.2 R epresentation. The Contractor represents that it is qualified, ready, willing, and
2 able to perform all of the services provided in this Agreement.
3 1.3 Compliance w th Law s The Contractor shall, at its own cost, com ply with all
4 applicable federal, state, and local laws and regulations h the perform once of its obligations
5 under this Agreem ent, including but not lim ted to workers com pensation, labor, and
6 confidentiality laws and regulations.
7 1.4 Meetings. Contractor shall participate in meetings with Probation staff, as requested
8 by Probation. These m eetings include, but shall not be lim ted to m cnthly, weekly, or as needed
9 collaborative meetings to evaluate and address program needs, or any issues that may arise.
10 1.5 Confidential Information and Data Security. Contractor shall com ply with all
11 provisions of Exhibit E, which is attached and incorporated by this reference.
12 1.6 No Exclusive Possession. Contractor shall not have any right to control or
13 exclusively possess all or any portion of any County facility, including the Juvenile Justice
14 Cam pus ("JJC"), and at any tim e, authorized County staff m ay enter County facilities, including
15 the JJC, where Contractor is perform hg services.
16 Article 2
17 County's Responsibilities
18 2.1 The County shall screen potential program participants before referring them to
19 Contractor.
20 2.2 The County shall com pensate Contractor for satisfactorily provided services and
21 reim burse Contractor for allowable, reasonable and necessary expenses incurred, as provided
22 under Article 4, "Com pensation, Invoices, and Paym ents," of this Agreem Ent.
23 2.3 Contract Adm histration. The County shall provide oversight and collaborate with
24 Contractor to achieve program goals and outcomes. Probation shall be responsible for
25 Agreement adm histration, evaluation, and oversight of daily operations, as applicable.
26 2.4 The County shall provide bathroom sfor Ink Doctor staff and program participants.
27 2.5 The County shall specify the service delivery location and accessibility consideration
28 prior to each event.
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1 Article 3
2 Compensation, Invoices, and Payments
3 3.1 The County agrees to pay, and the Contractor agrees to receive, corn pensation for
4 the perform ance of its services under this Agreem Ent as described in Exhibit B to this
5 Agreement.
6 3.2 M axim um Com pensation. The m axim urn annual corn pensation payable to the
7 Contractor under this Agreem ent for services provided is O ne Hundred Thousand Dollars
8 ($100,000). In no event shall com pensation for all services perform ed under this Agreement
9 exceed Five Hundred Thousand Dollars ($500,000) during the total possible five-year term of
10 this agreement. The Contractor acknowledges that the County is a local government entity, and
11 does so with notice that the County's powers are lim ted by the California Constitution and by
12 State law, and with notice that the Contractor m ay receive com pensation under this Agreem ent
13 only for services perform ed according to the term sof this Agreem Ent and while this Agreem ent
14 is in effect, and subject to the m axim urn am cunt payable under this section. The Contractor
15 further acknowledges that County em Ooyees have no authority to pay the Contractor except as
16 expressly provided in this Agreement.
17 3.3 Invoices. The Contractor shall subm t m cnthly invoices to County of Fresno
18 Probation Departm ant Business O fice at 3333 E. Am arican Avenue, Suite B, Fresno, CA 93725
19 or electronically to 'robationlnvoices(a)fresnocountyca.go . Each invoice shall reference this
20 Agreement num bar, include backup docum entation for the services provided, and state the
21 am cunt due as identified in Exhibit B. Backup docum entation shall include a list of participants
22 who received services. The Contractor shall subm t each invoice within 60 days after the m cnth
23 in which the Contractor performs services and in any case within 60 days after the end of the
24 term or term nation of this Agreem ent.
25 3.4 Payment. The County shall pay each correctly com pleted and tim dy subm Red
26 invoice within 45 days after receipt. The County shall rem t any paym ent to the Contractor's
27 address specified in the invoice.
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1 3.5 1 ncidental Expenses. The Contractor is solely responsible for all of its costs and
2 expenses that are not specified as payable by the County under this Agreement.
3 Article 4
4 Term of Agreement
5 4.1 Term.This Agreem ent is effective on August 5, 2025 and term hates on August 4,
6 2028, except as provided in section 4.2, "Extension," or Article 6, "Term Nation and Suspension,"
7 below.
8 4.2 Extension. The term of this Agreement m ay be extended for no m cre than two, one-
9 year periods only upon written approval of both parties at least 30 days before the first day of
10 the next one-year extension period. The Chief Probation O ficer or his or her designee is
11 authorized to sign the written approval on behalf of the County based on the Contractor's
12 satisfactory perform ence. The extension of this Agreem Ent by the County is not a waiver or
13 com promise of any default or breach of this Agreem ent by the Contractor existing at the tim eof
14 the extension whether or not known to the County.
15 Article 5
16 Notices
17 5.1 Contact Information. The persons and their addresses having authority to give and
18 receive notices provided for or perm Red under this Agreement include the following:
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For the County:
20 Chief Probation O ficer
County of Fresno
21 3333 E. American Ave. Building 701, Suite B
Fresno, CA 93725
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For the Contractor:
23 Ink Doctors
3555 Rosecrans St. Ste #202
24 San Diego, CA 92110
25 5.2 Change of Contact Information. Either party may change the information in section
26 5.1 by giving notice as provided in section 5.3.
27 5.3 M ethod of Delivery. Each notice between the County and the Contractor provided
28 for or perm Red under this Agreem ent m ust be in writing, state that it is a notice provided under
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1 this Agreem ent, and be delivered either by personal service, by first-class United States m ail, by
2 an overnight com m ecial courier service, by telephonic facsim le transmission, or by Portable
3 Docum ent Form et (PDF) docum Ent attached to an em al.
4 (A) A notice delivered by personal service is effective upon service to the recipient.
5 (B) A notice delivered by first-class United States m al is effective three County
6 business days after deposit in the United States m al, postage prepaid, addressed to the
7 recipient.
8 (C)A notice delivered by an overnight com m ecial courier service is effective one
9 County business day after deposit with the overnight com m ecial courier service,
10 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
11 the recipient.
12 (D)A notice delivered by telephonic facsim le transmission or by PDF docum ent
13 attached to an em al is effective when transm ssion to the recipient is com Peted (but, if
14 such transm ssion is com Oeted outside of County business hours, then such delivery is
15 deem ed to be effective at the next beginning of a County business day), provided that
16 the sender m antains a m achine record of the com Ideted transm ission.
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 aernm ent Claim sAct (Division 3.6
20 of Title 1 of the G(vernm 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 s of this Agreem ent are
24 contingent on the approval of funds by the appropriating government agency. If sufficient funds
25 are not allocated, then the County, upon at least 30 days' advance written notice to the
26 Contractor, m ay:
27 (A) M odify the services provided by the Contractor under this Agreem ent; 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 written
4 notice m ay suspend perform ance under this Agreem Ent, and m ist provide at least 30
5 days for the Contractor to cure the breach.
6 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
7 tim e stated in the written notice, the County m ay term hate this Agreem ent im m eiiately.
8 (C) For purposes of this section, a breach occurs when, in the determ hation of the
9 County, the Contractor has:
10 (1) O ktained or used funds illegally or improperly;
11 (2) Failed to corn ply with any part of this Agreem ent;
12 (3) Subm tted a substantially incorrect or incom plete report to the County; or
13 (4) Im properly perform ed any of its obligations under this Agreem ent.
14 6.3 Termination w thout Cause. In circumstances other than those set forth above, the
15 County may term hate this Agreem ent by giving at least 30 days advance written notice to the
16 Contractor.
17 6.4 No Penalty or Further O bigation. Any term hation of this Agreem ent by the County
18 under this Article 6 is without penalty to or further obligation of the County.
19 6.5 County's Rights upon Termination. Upon term hation for breach under this Article
20 6, the County m ay dem and repaym Ent by the Contractor of any m cnies disbursed to the
21 Contractor under this Agreem ent that, in the County's sole judgm Ent, were not expended in
22 com pliance with this Agreem Ent. The Contractor shall prom ptly refund all such m cnies upon
23 dem and. This section survives the term Nation of this Agreem ent.
24 Article 7
25 Independent Contractor
26 7.1 Status. In perform hg under this Agreement, the Contractor, including its officers,
27 agents, ern 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 ent of
10 Contractor's em Ooyees, including corn Oiance 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 aice 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 ent. 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 governmental
20 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 ental agency any record or
23 data that the Contractor m ay provide to the County, unless such disclosure is prohibited
24 by court order.
25 (C)This Agreement, and any record or data that the Contractor may provide to the
26 County, is subject to public disclosure under the Ralph M .Brown Act (California
27 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
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1 (D) This Agreement, and any record or data that the Contractor m ay provide to the
2 County, is subject to public disclosure as a public record under the California Public
3 Records Act (California G aernm ent Code, Title 1, Division 10, beginning with section
4 7920.000) ("CPRA").
5 (E) This Agreement, and any record or data that the Contractor may provide to the
6 County, is subject to public disclosure as information concerning the conduct of the
7 people's business of the State of California under California Constitution, Article 1,
8 section 3, subdivision (b).
9 (F) Any 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 be
11 disregarded and have no effect on the County's right or duty to disclose to the public or
12 governmental agency any such record or data.
13 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 Agreement 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 statement that the Contractor, after conducting a
21 diligent search, has produced all requested records that are in the Contractor's possession or
22 control, or (b) provide to the County a written statement that the Contractor, after conducting a
23 diligent search, does not possess or control any of the requested records. The Contractor shall
24 cooperate with the County with respect to any County 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 bar 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 C to this Agreem Ent) and subm sting it to
14 the County before com m racing the transaction or im m eiiately 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 cre of its directors, as an individual, has a m eterial financial
17 interest.
18 Article 12
19 G eieral Terms
20 12.1 Nb dification. Except as provided in Article 6, "Term nation and Suspension," this
21 Agreement m air not be m odified, and no waiver is effective, except by written agreem Ent signed
22 by both parties. The Contractor acknowledges that County em ployees 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 air 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 rtters arising from
27 or related to this Agreem Ent.
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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 am bdguous, that am Idguity 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 ake 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 C onsistent Federal Income Tax Position. Contractor acknowledges that the JJC
18 has been acquired or improved (and is situated on land that has been acquired) using net
19 proceeds of governmental tax-exem pt bonds ("Bond-Financed Facility"). Contractor agrees that,
20 with respect to this Agreement and the Bond-Financed Facility, Contractor is not entitled to take,
21 and shall not take, any position (also known as a "tax position") with the Internal Revenue
22 Service that is inconsistent with being a "service provider" to the County, as a "qualified user"
23 with respect to the Bond-Financed Facility, as "m waged property," as all of those term sare
24 used in Internal Revenue Service Revenue Procedure 2016-44 and 2017-13, as applicable, and
25 to that end, for exam ple, and not as a lim itation, Contractor agrees that Contractor shall not, in
26 connection with any federal incom etax return that they file with the Internal Revenue Service or
27 any other statem ent or inform ation that it provides to the Internal Revenue Service, (a) claim
28 ownership, or that it is a lessee, of any portion of the Bond-Financed Facility, or (b) claim any
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1 depreciation or am crtization (as referenced in Internal Revenue Service Revenue Procedure
2 2016-44) or am crtization deduction (as referenced in Internal Revenue Service Revenue
3 Procedure 2017-13), investment tax credit, or deduction for any payment as rent with respect to
4 the Bond-Financed Facility.
5 12.10 Nbndiscrim ination. During the perform ance of this Agreem ent, the Contractor shall
6 not unlawfully discrim hate against any ern ployee or applicant for em Ooym Ent, or recipient of
7 services, because of race, religious creed, color, national origin, ancestry, physical disability,
8 m ental disability, m edical condition, genetic inform ation, m arital status, sex, gender, gender
9 identity, gender expression, age, sexual orientation, m iitary status or veteran status pursuant to
10 all applicable State of California and federal statutes and regulation.
11 12.11 Nb Waiver. Payment, waiver, or discharge by the County of any liability or obligation
12 of the Contractor under this Agreem ent on any one or m cre occasions is not a waiver of
13 perform ance of any continuing or other obligation of the Contractor and does not prohibit
14 enforcement by the County of any obligation on any other occasion.
15 12.12 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
16 between the Contractor and the County with respect to the subject m atter of this Agreement,
17 and it supersedes all previous negotiations, proposals, com mtim ents, writings, advertisements,
18 publications, and understandings of any nature unless those things are expressly included in
19 this Agreem ent. If there is any inconsistency between the term sof this Agreem ent without its
20 exhibits and the term sof the exhibits, then the inconsistency will be resolved by giving
21 precedence first to the term sof this Agreem ent without its exhibits, and then to the term sof the
22 exhibits.
23 12.13 Nb Third-Party Beneficiaries. This Agreement does not and is not intended to
24 create any rights or obligations for any person or entity except for the parties.
25 12.14 Authorized Signature. The Contractor represents and warrants to the County that:
26 (A) The Contractor is duly authorized and empowered to sign and perform its
27 obligations under this Agreement.
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1 (B) The individual signing this Agreement on behalf of the Contractor is duly
2 authorized to do so and his or her signature on this Agreement legally binds the
3 Contractor to the term sof this Agreem Ent.
4 12.15 Bectronic Signatures. The parties agree that this Agreement maybe executed by
5 electronic signature as provided in this section.
6 (A) An "electronic signature" m eans any sym bol or process intended by an individual
7 signing this Agreem ent to represent their signature, including but not lim ted to (1) a
8 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
9 electronically scanned and transm Red (for exam ale by PDF document) version of an
10 original handwritten signature.
11 (B) Each electronic signature affixed or attached to this Agreem Ent (1) is deemed
12 equivalent to a valid original handwritten signature of the person signing this Agreement
13 for all purposes, including but not lim ted to evidentiary proof in any adm nistrative or
14 judicial proceeding, and (2) has the sam eforce and effect as the valid original
15 handwritten signature of that person.
16 (C)The provisions of this section satisfy the requirem ents of Civil Code section
17 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
18 Part 2, Title 2.5, beginning with section 1633.1).
19 (D) Each party using a digital signature represents that it has undertaken and
20 satisfied the requirem ents of G o✓ernm Ent Code section 16.5, subdivision (a),
21 paragraphs (1) through (5), and agrees that each other party m air rely upon that
22 representation.
23 (E) This Agreement is not conditioned upon the parties conducting the transactions
24 under it by electronic means and either party m ay sign this Agreement with an original
25 handwritten signature.
26 12.16 Counterparts. This Agreement maybe signed in counterparts, each of which is an
27 original, and all of which together constitute this Agreement.
28 [SIG NATURE PAG EFO LLO W,$
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1 The parties are signing this Agreement on the date stated in the introductory clause.
2
INK DOCTORS, A MEDICAL COUNTY OF FRESNO
3 CORPORATION
4 C lnkophel S'eililneu
5 Christopher Ben nelli(Jun 12,202513:27 PDT) _ Ernest Buddy Mendes, Chairman of the
Chris Bendinelli, President Board of Supervisors of the County of Fresno
6
3555 Rosecrans St., Ste 114 Attest:
7 San Diego, CA 92110 Bernice E. Seidel
Clerk of the Board of Supervisors
8 County of Fresno, State of California
9
By: _
10 Deputy
11 For accounting use only:
12 Org No.: 34300390
Account No.:7295
13 Fund No.:0001
Subclass No.:10000
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Exhibit A
1 Scope of Services
2 This Scope of Services outlines the delivery of professional, safe and convenient m cbile
3 tattoo rem oval services. The contractor will operate a fully equipped, licensed m cbile unit to
4 offer laser tattoo rem oval directly at designated locations as specified by the Probation
5 Department.
6 Services include, but are not lim ted to:
7 . Initial consultations and assessments
8 • Custom eed laser tattoo removal treatments using FDA-approved equipment
9 • Treatment procedures, including (but are not lim ted to): dressing changes,
10 m edications, num Ling m edication/ointm ent, and antibiotic ointm ents.
11 . P ost-treatm ent to address potential com plications, including referrals to medical
12 professionals when necessary
13 . T rack and report attendance, supply usage, staffing levels, and all requested
14 statistical data, including but not lim ted to the num ber of clients served, no-
15 shows, service com pletions, and types of tattoos removed.
16 . Clu arterly and Yearly outcom esum m aies to be subm tted and reviewed by the
17 CCP Research, Evaluation, and Technology Com mtitee and the Resources
18 Developm ent Com mtitee.
19 • 1 m piem entation of clinical quality assurance protocols for the tattoo rem o✓al
20 program
21 E m ploym ent of licensed and qualified healthcare professionals in accordance
22 with California state regulations
23 N/b intenance of HIPAA-com pliant documentation and client confidentiality
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A-1
Exhibit B
Com pensation
The Contractor will be com pensated for services rendered under this Agreem ent as
provided in this Exhibit B. The Contractor is not entitled to any compensation except as
expressly provided in this Exhibit B.
The Contractor will be com pensated at a rate of $7,000 per session for up to eight (8)
m cbile tattoo rem oval service events during each year of the term of this Agreem ent. Each
session shall include a m him urn of five (5) service hours servicing a m him LM of 6-10
individuals per hour. Any hours exceeding this five-hour minim urn per session shall be
com pensated at a rate of$1,000 per hour, subject to prior written approval from the Chief
Probation O ficer, Deputy Chief, Assistant Deputy Chief, or designee.
Additional sessions and service hours m air be added throughout the term of this
Agreement on an as-needed basis, subject to m utual written agreement, and the program's
operational needs. However, the total annual com pensation for all services under this
Agreement shall not exceed $100,000, and the total m axim urn com pensation under this
Agreement shall not exceed $500,000 for the potential five-year term .
B-1
Exhibit C
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 q 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 aterial 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).
C-1
Exhibit C
(1) Com pany Board M em ber Inform ation:
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:
C-2
Exhibit D
Insurance Requirements
1. Required 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) Comm e-cial G eneral 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 pieted operations, property dam age, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsem Ent to
this policy nam ng the County of Fresno, its officers, agents, em pioyees, 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 Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory lim ts.
(D) Employer's Liability. Em Ooyer'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 ne
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 Agreem Ent; (2) the Contractor shall
maintain 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 Agreem Ent, then the
Contractor shall purchase extended reporting coverage on its claim s-m ade policy for a
minim urn of five years after com pletion of services under this Agreem ent.
(F) Cyber Liability. Cyber liability insurance with lim is of not less than Two M Ilion Dollars
($1,000,000) per occurrence. Coverage m ust include claim s involving Cyber Risks. The
cyber liability policy m ust be endorsed to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not lim ted to
inform ation or data) that is in the care, custody, or control of the Contractor.
Definition of Cyber Risks. "Cyber Risks" include but are not lim ted to (i) Security
Breach, which may include Disclosure of Personal Information to an Unauthorized Third
Party; (ii) data breach; (iii) breach of any of the Contractor's obligations under Exhibit E,
Data Security, of this Agreem Ent; (iv) system failure; (v) data recovery; (vi) failure to
D-1
Exhibit D
tim dy disclose data breach or Security Breach; (vii) failure to com py with privacy policy;
(viii) payment 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 ation; (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 Agreem ent 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 Agreem ent regarding electronic
inform ation, 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 eduring 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 anager, at 2220 Tulare Street, 16th
Floor, Fresno, California 93721, or HRRiskM anagem ent@fresnocountyca.gov, and by
mail or email to the person identified to receive notices under this Agreement,
certificates of insurance and endorsem ents 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 ary
insurance and any other insurance, or self-insurance, m eintained by the County
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) T he autom chile 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 ust
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 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 Agreem ent 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 ium ,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 ts, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
lim ts, 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 ts, 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, em Ooyees, 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 Oish 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 aintain. 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.
(G )Subcontractors. The Contractor shall require and verify that all subcontractors used by
the Contractor to provide services under this Agreem ent m aintain insurance m eeting all
insurance requirem eats provided in this Agreem Ent. This paragraph does not authorize
the Contractor to provide services under this Agreem ent using subcontractors.
D-3
Exhibit E
Data Security
1. Definitions
Capitalized terms used in this Exhibit E have the meanings set forth in this section 1.
(A) "Authorized Employees" means the Contractor's em ldoyees who have access to
Personal Information.
(B) "Authorized Persons" m eans: (i) any and all Authorized Em ployees; and (ii) any and all
of the Contractor's subcontractors, representatives, agents, outsourcers, and
consultants, and providers of professional services to the Contractor, who have access
to Personal Information and are bound by law or in writing by confidentiality obligations
sufficient to protect Personal Inform etion in accordance with the term sof this Exhibit E.
(C) "Director" m eans the County's Director of Internal Services/Chief Inform etion O ficer or
his or her designee.
(D) "Disclose" or any derivative of that word m eans to disclose, release, transfer,
dissem hate, or otherwise provide access to or com m unicate all or any part of any
Personal Inform etion orally, in writing, or by electronic or any other m eans to any person.
(E) "Person" m eans any natural person, corporation, partnership, lim ted liability com pany,
firm ,or association.
(F) "Personal Information" means any and all inform etion, including any data, provided, or
to which access is provided, to the Contractor by or upon the authorization of the
County, under this Agreem Ent, including but not lim ted 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 lim Cation, names,
physical descriptions, signatures, addresses, telephone num bers, a-m al addresses,
education, financial matters, em lJoym ent history, and other unique identifiers, as well as
statem ents m ade by or attributable to the person); (ii) is used or is capable of being used
to authenticate a person (including, without lim Cation, em{doyee identification numbers,
governm ent-issued identification num bers, passwords or personal identification num bers
(PINs), financial account numbers, credit report inform etion, answers to security
questions, and other personal identifiers); or (iii) is personal inform etion within the
meaning of California Civil Code section 1798.3, subdivision (a), or 1798.80, subdivision
(e). Personal Inform ation does not include publicly available inform etion that is lawfully
made available to the general public from federal, state, or local government records.
(G )"Privacy Practices Complaint" means a com plaint received by the County relating to
the Contractor's (or any Authorized Person's) privacy practices, or alleging a Security
Breach. Such com plaint shall have sufficient detail to enable the Contractor to prom ptly
investigate and take remedial action under this Exhibit E.
(H) "Security Safeguards" m eans physical, technical, adm nistrative or organizational
security procedures and practices put in place by the Contractor (or any Authorized
Persons)that relate to the protection of the security, confidentiality, value, or integrity of
Personal Inform ation. Security Safeguards shall satisfy the m him el requirem ents set
forth in section 3(C) of this Exhibit E.
E-1
Exhibit E
Data Security
(1) "Security Breach" m eans (i) any act or om ission that com prom ises either the security,
confidentiality, value, or integrity of any Personal Inform ation 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 m eans to receive, acquire, collect, apply,
manipulate, em ploy, process, transm t, dissem hate, access, store, disclose, or dispose
of Personal Inform ation.
2. Standard of Care
(A) The Contractor acknowledges that, in the course of its engagement by the County under
this Agreem ant, the Contractor, or any Authorized Persons, m air Use Personal
Inform etion only as perm tted in this Agreem Ent.
(B) The Contractor acknowledges that Personal Information is deemed to be confidential
information of, or owned by, the County (or persons from whom the County receives or
has received Personal Information) and is not confidential information of, or owned or by,
the Contractor, or any Authorized Persons. The Contractor further acknowledges that all
right, title, and interest in or to the Personal Inform ation rem ans in the County (or
persons from whom the County receives or has received Personal Information)
regardless of the Contractor's, or any Authorized Person's, Use of that Personal
Inform etion.
(C)The Contractor agrees and covenants in favor of the Country that the Contractor shall:
(i) k eep and m antain all Personal Inform ation in strict confidence, using such
degree of care under this section 2 as is reasonable and appropriate to avoid a
Security Breach;
(ii) U se Personal Information exclusively for the purposes for which the Personal
Inform ation is m ade accessible to the Contractor pursuant to the term sof this
Exhibit E;
(iii) n of Use, Disclose, sell, rent, license, or otherwise m ake available Personal
Inform ation for the Contractor's own purposes or for the benefit of anyone other
than the County, without the County's express prior written consent, which the
County m air give or withhold in its sole and absolute discretion; and
(iv) n ot, directly or indirectly, Disclose Personal Information to any person (an
"Unauthorized Third Party") other than Authorized Persons pursuant to this
Agreement, without the Director's express prior written consent.
(D) Notwithstanding the foregoing paragraph, in any case in which the Contractor believes it,
or any Authorized Person, is required to disclose Personal Inform ation to government
regulatory authorities, or pursuant to a legal proceeding, or otherwise as m ay be
required by applicable law, Contractor shall (i) im m eiiately notify the County of the
specific dem and for, and legal authority for the disclosure, including providing County
with a copy of any notice, discovery dem and, subpoena, or order, as applicable,
received by the Contractor, or any Authorized Person, from any governm Ent regulatory
authorities, or in relation to any legal proceeding, and (ii) prom ptly notify the County
E-2
Exhibit E
Data Security
before such Personal Inform etion is offered by the Contractor for such disclosure so that
the County m ay have sufficient tim eto obtain a court order or take any other action the
County may deem necessary to protect the Personal Information from such disclosure,
and the Contractor shall cooperate with the County to m him ee the scope of such
disclosure of such Personal Information.
(E) The Contractor shall rem an liable to the County for the actions and om'ssions of any
Unauthorized Third Party concerning its Use of such Personal Information as if they
were the Contractor's own actions and om ssions.
3. hformation Security
(A) The Contractor covenants, represents and warrants to the County that the Contractor's
Use of Personal Inform ation under this Agreem ent does and will at all tim es com py with
all applicable federal, state, and local, privacy and data protection laws, as well as all
other applicable regulations and directives, including but not lim led to California Civil
Code, Division 3, Part 4, Title 1.81 (beginning with section 1798.80), and the Song-
Beverly Credit Card Act of 1971 (California Civil Code, Division 3, Part 4, Title 1.3,
beginning with section 1747). If the Contractor Uses credit, debit or other paym ent
cardholder inform etion, the Contractor shall at all tim es rem an in com piance with the
Payment Card Industry Data Security Standard ("PCI DSS") requirements, including
rem aning aware at all tim es of changes to the PCI DSS and prom ptly im Oem enting and
maintaining all procedures and practices as m air be necessary to rem an in com pliance
with the PCI DSS, in each case, at the Contractor's sole cost and expense.
(B) The Contractor covenants, represents and warrants to the County that, as of the
effective date of this Agreement, the Contractor has not received notice of any violation
of any privacy or data protection laws, as well as any other applicable regulations or
directives, and is not the subject of any pending legal action or investigation by, any
government regulatory authority regarding same.
(C)Without lim ling the Contractor's obligations under section 3(A) of this Exhibit E, the
Contractor's (or Authorized Person's) Security Safeguards shall be no less rigorous than
accepted industry practices and, at a m him um ,include the following:
(i) I im ling Use of Personal Inform ation strictly to the Contractor's and Authorized
Persons' technical and adm nistrative personnel who are necessary for the
Contractor's, or Authorized Persons', Use of the Personal Inform ation pursuant to
this Agreem Ent;
(ii) a nsuring that all of the Contractor's connectivity to County com puting system s
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) t o the extent that they contain or provide access to Personal Information, (a)
securing business facilities, data centers, paper files, servers, back-up system s
and com puting equipm ent, operating system s, and software applications,
including, but not lim led to, all mobile devices and other equipment, operating
system s, and software applications with inform ation storage capability; (b)
E-3
Exhibit E
Data Security
em ploying adequate controls and data security measures, both internally and
externally, to protect (1) the Personal Information from potential loss or
misappropriation, or unauthorized Use, and (2) the County's operations from
disruption and abuse; (c) having and m antaining network, device application,
database and platform security; (d) m antaining authentication and access
controls within m edia, com puting equipm Ent, operating system s, and software
applications; and (e) installing and m antaining in all m cbile, wireless, or
handheld devices a secure internet connection, having continuously updated
anti-virus software protection and a rem ate wipe feature always enabled, all of
which is subject to express prior written consent of the Director;
(iv) e ncrypting all Personal Information at advance encryption standards of Advanced
Encryption Standards (AES) of 128 bit or higher (a) stored on any m cbile
devices, including but not lim led to hard disks, portable storage devices, or
rem cte installation, or (b) transm lted over public or wireless networks (the
encrypted Personal Information m ust be subject to password or pass phrase, and
be stored on a secure server and transferred by m eans 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) s trictly segregating Personal Inform ation from all other inform ation of the
Contractor, including any Authorized Person, or anyone with whom the
Contractor or any Authorized Person deals so that Personal Inform etion is not
com mingled with any other types of information;
(vi) h aving a patch m anagem Ent process including installation of all operating system
and software vendor security patches;
(vii) an intaining appropriate personnel security and integrity procedures and
practices, including, but not lim led to, conducting background checks of
Authorized Em Ooyees consistent with applicable law; and
(viii) p roviding appropriate privacy and inform ation security training to Authorized
Em Ooyees.
(D) During the term of each Authorized Em ployee's em ploym Ent by the Contractor, the
Contractor shall cause such Authorized Em Ooyees to abide strictly by the Contractor's
obligations under this Exhibit E. The Contractor shall m antain a disciplinary process to
address any unauthorized Use of Personal Inform ation by any Authorized Em ployees.
(E) The Contractor shall, in a secure m anner, backup daily, or m cre frequently if it is the
Contractor's practice to do so m are frequently, Personal Inform ation received from the
County, and the County shall have im m aiiate, real tim eaccess, at all tim es, to such
backups via a secure, rem cte access connection provided by the Contractor, through the
Internet.
(F) The Contractor shall provide the County with the nam eand contact inform ation for each
Authorized Em ployee (including such Authorized Em ployee's work shift, and at least one
alternate Authorized Em Ooyee for each Authorized Em ployee during such work shift)
who shall serve as the County's prim ary security contact with the Contractor and shall be
E-4
Exhibit E
Data Security
available to assist the County twenty-four(24) hours per day, seven (7) days per week
as a contact in resolving the Contractor's and any Authorized Persons' obligations
associated with a Security Breach or a Privacy Practices Complaint.
(G )The Contractor shall not knowingly include or authorize any Trojan Horse, back door,
tim e bom 4 drop dead device, worm ,virus, or other code of any kind that m ay disable,
erase, display any unauthorized m essage within, or otherwise im pair any County
com puting system,with or without the intent to cause harm.
4. Security Breach Procedures
(A) Im m aliately upon the Contractor's awareness or reasonable belief of a Security Breach,
the Contractor shall (i) notify the Director of the Security Breach, such notice to be given
first by telephone at the following telephone num ber, followed prom ptly by em al at the
following em al address: (559) 600-6200 / servicedesk@fresnocountyca.gov (which
telephone num ber and em al address the County m ay update by providing notice to the
Contractor), and (ii) preserve all relevant evidence (and cause any affected Authorized
Person to preserve all relevant evidence) relating to the Security Breach. The notification
shall include, to the extent reasonably possible, the identification of each type and the
extent of Personal Inform ation that has been, or is reasonably believed to have been,
breached, including but not lim ted to, com prom'bed, or subjected to unauthorized Use,
Disclosure, or modification, or any loss or destruction, corruption, or damage.
(B) Im m aiiately following the Contractor's notification to the County of a Security Breach, as
provided pursuant to section 4(A) of this Exhibit E, the Parties shall coordinate with each
other to investigate the Security Breach. The Contractor agrees to fully cooperate with
the County, including, without Iim Cation:
(i) a ssisting the County in conducting any investigation;
(i i) p roviding the County with physical access to the facilities and operations
affected;
(iii) f acilitating interviews with Authorized Persons and any of the Contractor's other
em ployees knowledgeable of the m otter; and
(iv) an king available all relevant records, logs, files, data reporting and other
m aterials required to com ply with applicable law, regulation, industry standards,
or as otherwise reasonably required by the County.
To that end, the Contractor shall, with respect to a Security Breach, be solely
responsible, at its cost, for all notifications required by law and regulation, or deemed
reasonably necessary by the County, and the Contractor shall provide a written report of
the investigation and reporting required to the Director within 30 days after the
Contractor's discovery of the Security Breach.
(C) County shall promptly notify the Contractor of the Director's knowledge, or reasonable
belief, of any Privacy Practices Com plaint, and upon the Contractor's receipt of that
notification, the Contractor shall prom ptly address such Privacy Practices Com Paint,
including taking any corrective action under this Exhibit E, all at the Contractor's sole
expense, in accordance with applicable privacy rights, laws, regulations and standards.
E-5
Exhibit E
Data Security
In the event the Contractor discovers a Security Breach, the Contractor shall treat the
Privacy Practices Complaint as a Security Breach. Within 24 hours of the Contractor's
receipt of notification of such Privacy Practices Corn plaint, the Contractor shall notify the
County whether the m atter is a Security Breach, or otherwise has been corrected and
the m anner of correction, or determ hed not to require corrective action and the reason
for that determ hation.
(D)The Contractor shall take prom pt corrective action to respond to and rem edy any
Security Breach and take m tigating actions, including but not lim Ling to, preventing any
reoccurrence of the Security Breach and correcting any deficiency in Security
Safeguards as a result of such incident, all at the Contractor's sole expense, in
accordance with applicable privacy rights, laws, regulations and standards. The
Contractor shall reim Curse the County for all reasonable costs incurred by the County in
responding to, and m tigating dam ages caused by, any Security Breach, including all
costs of the County incurred relation to any litigation or other action described section
4(E) of this Exhibit E.
(E) The Contractor agrees to cooperate, at its sole expense, with the County in any litigation
or other action to protect the County's rights relating to Personal Inform ation, including
the rights of persons from whom the County receives Personal Information.
5. O�ersight of Security Compliance
(A) The Contractor shall have and m antain a written inform ation security policy that
specifies Security Safeguards appropriate to the size and com plexity of the Contractor's
operations and the nature and scope of its activities.
(B) Upon the County's written request, to confirm the Contractor's corn Oiance with this
Exhibit E, as well as any applicable laws, regulations and industry standards, the
Contractor grants the County or, upon the County's election, a third party on the
County's behalf, perm ssion to perform an assessm Ent, audit, exam hation or review of
all controls in the Contractor's physical and technical environment in relation to all
Personal Information that is Used by the Contractor pursuant to this Agreement. The
Contractor shall fully cooperate with such assessment, audit or exam hation, as
applicable, by providing the County or the third party on the County's behalf, access to
all Authorized Ern ployees and other knowledgeable personnel, physical prem' es,
docum entation, infrastructure and application software that is Used by the Contractor for
Personal Information pursuant to this Agreement. In addition, the Contractor shall
provide the County with the results of any audit by or on behalf of the Contractor that
assesses the effectiveness of the Contractor's information security program as relevant
to the security and confidentiality of Personal Inform ation Used by the Contractor or
Authorized Persons during the course of this Agreement under this Exhibit E.
(C)The Contractor shall ensure that all Authorized Persons who Use Personal Information
agree to the sam a restrictions and conditions in this Exhibit E. that apply to the
Contractor with respect to such Personal Inform etion by incorporating the relevant
provisions of these provisions into a valid and binding written agreement between the
Contractor and such Authorized Persons, or am ending any written agreements to
provide same.
E-6
Exhibit E
Data Security
6. Return or Destruction of Personal Information. Upon the term hation of this Agreem Ent,
the Contractor shall, and shall instruct all Authorized Persons to, promptly return to the County
all Personal Information, whether in written, electronic or other form or media, in its possession
or the possession of such Authorized Persons, in a m achine 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 Inform ation, and certify in writing to the County that such Personal
Inform etion have been returned to the County or disposed of securely, as applicable. If the
Contractor is authorized to dispose of any such Personal Inform ation, as provided in this Exhibit
E, such certification shall state the date, tim e, and m anner (including standard) of disposal and
by whom, specifying the title of the individual. The Contractor shall com ply with all reasonable
directions provided by the Director with respect to the return or disposal of Personal Information
and copies of Personal Information. If return or disposal of such Personal Information or copies
of Personal Information is not feasible, the Contractor shall notify the County according,
specifying the reason, and continue to extend the protections of this Exhibit E to all such
Personal Inform ation and copies of Personal Inform etion. The Contractor shall not retain any
copy of any Personal Inform ation after returning or disposing of Personal Inform ation as
required by this section 6. The Contractor's obligations under this section 6 survive the
term hation of this Agreem Ent and apply to all Personal Inform ation that the Contractor retains if
return or disposal is not feasible and to all Personal Information that the Contractor may later
discover.
7. Equitable Relief. The Contractor acknowledges that any breach of its covenants or
obligations set forth in this Exhibit E m ay cause the County irreparable harm for which m cnetary
dam ages would not be adequate com pensation 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 perform ance and any other relief that m ay be available from any court,
in addition to any other rem edy to which the County m ay be entitled at law or in equity. Such
rem edies shall not be deem ed to be exclusive but shall be in addition to all other rem edies
available to the County at law or in equity or under this Agreem ent.
8. Indem nity. The Contractor shall defend, indem rify and hold harm less the County, its
officers, em ployees, and agents, (each, a "County Indem nitee") from and against any and all
infringement of intellectual property including, but not lim ted to infringem ent of copyright,
tradem ark, and trade dress, invasion of privacy, inform etion theft, and extortion, unauthorized
Use, Disclosure, or m odification of, or any loss or destruction of, or any corruption of or damage
to, Personal Inform ation, Security Breach response and rem edy costs, credit m cnitoring
expenses, forfeitures, losses, dam ages, liabilities, deficiencies, actions,judgm ents, 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
indem rification or defense under this Exhibit E and the cost of pursuing any insurance
providers, arising out of or resulting from any third party claim or action against any County
Indem ritee in relation to the Contractor's, its officers, em Poyees, or agents, or any Authorized
Em Poyee's or Authorized Person's, perform ance or failure to perform under this Exhibit E or
arising out of or resulting from the Contractor's failure to com ply with any of its obligations under
this section 8. The provisions of this section 8 do not apply to the acts or om ssions of the
County. The provisions of this section 8 are cum dative to any other obligation of the Contractor
to, defend, indem rify, or hold harm less any County Indem ritee under this Agreem ent. The
provisions of this section 8 shall survive the term hation of this Agreem Ent.
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Exhibit E
Data Security
9. Survival. The respective rights and obligations of the Contractor and the County as stated
in this Exhibit E shall survive the term nation of this Agreem Ent.
10. No Third Party Beneficiary. Nothing express or implied in the provisions of in this Exhibit E
is intended to confer, nor shall anything in this Exhibit E confer, upon any person other than the
County or the Contractor and their respective successors or assignees, any rights, remedies,
obligations or liabilities whatsoever.
11. No County Warranty. The County does not m eke any warranty or representation whether
any Personal Inform etion in the Contractor's (or any Authorized Person's) possession or control,
or Use by the Contractor (or any Authorized Person), pursuant to the term sof this Agreement is
or will be secure from unauthorized Use, or a Security Breach or Privacy Practices Corn plaint.
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