HomeMy WebLinkAboutAgreement A-25-486 with Focus Forward.pdf Agreement No. 25-486
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated September 23, 2025 and is between
3 Focus Forward, a 501 c3 nonprofit corporation ("Contractor"), and the County of Fresno, a
4 political subdivision of the State of California ("County").
5 Recitals
6 A. Under Welfare & Institutions Code Sections 1950, et seq., the Youthful Offender Block
7 Grant (YOBG) program provides state funding to enhance the capacity of county probation,
8 mental health, drug and alcohol, and other county departments to provide appropriate
9 rehabilitative and supervision services to youthful offenders subject to Sections 731.1, 733,
10 1766, and 1767.35. Counties, in expending the YOBG allocation, shall provide all necessary
11 services related to the custody and parole of the offenders.
12 B. County, through its Probation Department (Probation), needs effective in-custody and
13 community-based mentoring and case management services for at-risk youth during detention
14 at the Juvenile Justice Campus (JJC) and re-entry into the community, as funded by YOBG
15 funds.
16 C. The County issued Request for Proposal (RFP) No. 25-052 on January 23, 2025, which
17 solicited proposals from eligible, qualified vendors to provide the aforementioned services.
18 Addendum No. One (1) was issued on February 14, 2025 to answer questions, provide a
19 revised cost proposal and extend the closing date from February 26, 2025 to March 3, 2025,
20 and Addendum No. Two (2) was issued on February 24, 2025 to update the revised cost
21 proposal and extend the closing date to March 10, 2025. The RFP, Addendum No. 1 and
22 Addendum No. 2 are collectively referred to as "the RFP."
23 D. Contractor responded to the RFP and was selected to provide services in accordance
24 with the RFP, Contractor's response to the RFP, and the terms of the RFP.
25 The parties therefore agree as follows:
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1 Article 1
2 Contractor's Services
3 1.1 Scope of Services. The Contractor shall perform all of the services provided in
4 Exhibit A to this Agreement, titled "Scope of Services."
5 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
6 able to perform all of the services provided in this Agreement.
7 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
8 applicable federal, state, and local laws and regulations in the performance of its obligations
9 under this Agreement, including but not limited to workers compensation, labor, and
10 confidentiality laws and regulations.
11 1.4 Contractor shall observe all applicable Probation policies and procedures concerning
12 the operation of the Juvenile Justice Campus facility, located at 3333 E. American Ave, Fresno,
13 California 93725 ("JJC"). Contractor's staff shall sign acknowledgements of certain Probation
14 policies and procedures, as applicable, and upon Probation's request. Contractor's staff shall
15 abide by the security regulations of the JJC facility. Contractor must inform its employees and
16 subcontractors of all such regulations.
17 1.5 Contractor acknowledges that County's JJC is operated as a no hostage facility;
18 therefore, all services provided shall be performed in accordance with Probation's Hostage
19 Situation Policy, as well as Probation's JJC Manual Policy for Vendors, Volunteers and Student
20 Interns, described in Exhibit B to this Agreement. Contractor shall comply with all Probation's
21 JJC policies, procedures and protocols related to safety and security of the detained youth and
22 JJC.
23 1.6 Each of Contractor's staff entering the JJC facilities shall provide proof of a negative
24 skin test for tuberculosis (TB) within the past six (6) months, or, for positive Purified Protein
25 Derivative (PPD) reactors, initial assessment and yearly assessment for signs and symptoms of
26 disease.
27 1.7 Contractor's staff and volunteers shall wear professional attire when providing any
28 services under this Agreement at the JJC.
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1 1.8 Contractor shall not allow any of its staff and volunteers into the JJC if it has reason
2 to believe such person is under the influence of alcoholic beverages or drugs.
3 1.9 Contractor shall comply with all Prison Rape Elimination Act (PREA) 42 U.S.C.
4 §15601 et seq. standards for juvenile correctional facilities and agree to have all staff assigned
5 to JJC be trained initially and every two (2) years thereafter by Probation.
6 1.10 Contractor shall ensure all Contractor's employees, consultants, subcontractors or
7 agents described in the Child Abuse Reporting Act, section 11164, et. seq. of the Penal Code,
8 and while performing services under this Agreement, Contractor shall report all known or
9 suspected child abuse or neglect to a child protective agency described in Penal Code section
10 11165.9.
11 1.11 Confidential Information. Contractor shall comply with all provisions of Exhibit C,
12 Data Security.
13 1.12 Consistent Federal Income Tax Position. Contractor acknowledges that the JJC
14 has been acquired, constructed, or improved (and is situated on land that has been acquired)
15 using net proceeds of governmental tax-exempt bonds (collectively, "Bond-Financed Facilities").
16 Contractor agrees that, with respect to this Agreement and the Bond-Financed Facilities,
17 Contractor is not entitled to take, and shall not take, any position (also known as a "tax position")
18 with the Internal Revenue Service (IRS) that is inconsistent with being a service provider to the
19 County, as a qualified user with respect to the Bond-Financed Facilities, as managed property,
20 as all of those terms used in IRS Revenue Procedure 2017-13, and to that end, for example,
21 and not as a limitation, Contractor agrees that Contractor shall not, in any connection with any
22 federal income tax return that it files with the IRS or any other statement or information that it
23 provides to the IRS, (a) claim ownership, or that it is a lessee, of any portion of the Bond-
24 Financed Facilities, or (b) claim any depreciation or amortization deduction, investment tax
25 credit, or deduction for any payment as rent with respect to the Bond-Financed Facilities. The
26 Contractor further acknowledges that providing services provided at the JJC does not entitle the
27 Contractor to have any right to control or exclusively possess all or any portion of any County
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1 facility, including the JJC, and at any time, authorized County staff may enter County facilities,
2 including the JJC, where Contractor is performing services.
3 1.13 Meetings.
4 (A) Administrative Meetings. Contractor shall schedule, facilitate, and hold monthly,
5 or as needed, administrative meetings with County staff and/or designees to evaluate
6 and address statistics, program needs, problems/issues that may arise, and
7 interrelationships between County's JJC staff and Contractor's staff. Contractor shall
8 provide County staff with statistics in electronic format prior to the meeting.
9 (B) Probation JJC Meetings. Contractor shall participate in multi-disciplinary
10 meetings at JJC with Probation staff and Probation's other contracted providers. These
11 meetings include, but shall not be limited to, monthly institutional collaborative meetings
12 ("JJC Management Team") and weekly, or as needed, transition meetings for detained
13 youth committed to JJC and preparing for re-entry into the community. Schedules for
14 these meetings may change based on the needs of Probation.
15 1.14 Contractor shall furnish to County such statements, records, reports, data and other
16 information as County may request pertaining to matters covered by this Agreement. In the
17 event that Contractor fails to provide such reports or other information so required, it shall be
18 deemed sufficient cause for County to withhold monthly payments until Contractor complies. In
19 addition, Contractor shall provide written notification and explanation to County within five (5)
20 days of any funds received from another source to conduct the same services covered by this
21 Agreement.
22 1.15 Contractor shall provide to County by the 151" of each month the percentage and
23 dollar breakdown of cost to County of services provided the preceding month under the
24 Agreement in the format found in Exhibit D "Cost Summary Report". In addition, Contractor shall
25 provide an annual Cost Summary Report no later than 30 days after end of the twelve-month
26 term. This financial information shall be required from the Contractor for County to complete and
27 submit reports as may be required by state funding.
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1
2 Article 2
3 County's Responsibilities
4 2.1 The County's Chief Probation Officer, or his or her designee, shall designate and
5 provide a total of approximately 706 sq. ft. of office and cubicle space at the JJC Buildings 701,
6 703, and/or 704 for Contractor's non-exclusive use under the terms and conditions of this
7 Agreement, at no charge to Contractor for such use of space. The County shall have the right to
8 enter this office and cubicle space at any time.
9 2.2 The County, at no charge to Contractor, shall provide Contractor's staff and
10 volunteers assigned to the JJC, and allow admittance by the County as provided herein, with
11 vendor identification badges, for performance of services under this Agreement.
12 2.3 The County shall provide direction to Contractor's staff and volunteers in the event of
13 a disturbance inside the JJC facilities.
14 2.4 Pursuant to federal regulations 28 CFR §115.332, Probation shall provide training to
15 Contractor's staff and/or volunteers regarding their responsibilities under the Probation's sexual
16 abuse and sexual harassment prevention, detection, and response policies and procedures.
17 2.5 The County shall provide oversight and collaborate with Contractor to achieve
18 program goals and outcomes. In addition to contract monitoring of the program, oversight
19 includes, but is not limited to, coordination with the Office of Youth and Community Restoration
20 (OYCR) regarding program administration and outcomes.
21 2.6 The County shall participate in evaluating the progress of the overall program and
22 shall be available to Contractor for ongoing consultation. County shall receive and analyze
23 statistical outcome data from Contractor throughout the term of the Agreement on a monthly
24 basis. County shall notify Contractor when additional participation is required. The performance
25 outcome measurement process shall not be limited to survey instruments but shall also include,
26 as appropriate, surveys of persons served and staff, and other methods of obtaining required
27 information.
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1 Article 3
2 County Authority
3 3.1 Probation shall have the right to conduct background checks, at any time, as
4 deemed necessary by the Chief Probation Officer, or his or her designee, on all
5 personnel/volunteers Contractor assigns to work at the JJC under this Agreement. Background
6 checks must be completed to the Chief Probation Officer's, or his or her designee's, satisfaction
7 before admission, or continued admission of any such persons into the JJC facilities.
8 3.2 The Chief Probation Officer, or his or her designee, shall have the sole and absolute
9 discretion to refuse admittance of any of Contractor's personnel/volunteers into or from the JJC,
10 and to remove any of Contractor's personnel/volunteers from the JJC.
11 3.3 The County shall promptly notify Contractor if any of Contractor's
12 personnel/volunteers are found to be unacceptable for admission into the JJC facilities, and
13 upon such notice, Contractor shall immediately refuse admittance of such person(s) to the JJC.
14 Article 4
15 Compensation, Invoices, and Payments
16 4.1 The County agrees to pay, and the Contractor agrees to receive, compensation for
17 the performance of its services under this Agreement as described in Exhibit E to this
18 Agreement, titled "Compensation." County shall pay Contractor based on the hourly rate for
19 direct services for this period in accordance with Exhibit D.
20 Beginning the period of October 1, 2026 through September 30, 2027, the annual
21 maximum compensation may be increased by the National Consumer Price Index (CPI) not to
22 exceed three (3) percent. Contractor shall notify County's Chief Probation Officer, or designee,
23 in writing before September 1st, with the increase to be implemented by October 1st. If
24 Contractor submits the CPI percentage increase to County's Chief Probation Officer, or
25 designee, after July 1 st, the CPI percentage increase shall be effective thirty (30) days from the
26 date received.
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1 4.2 Maximum Compensation. For the period of October 1, 2025, through September
2 30, 2026, the compensation paid to the Contractor for services provided to the County shall not
3 exceed One Hundred Thousand Dollars ($100,000.00).
4 For the period of October 1, 2026, through September 30, 2027, the compensation paid
5 to the Contractor for services provided to the County shall not exceed One Hundred Three
6 Thousand Dollars ($103,000.00), which reflects the possible maximum increase of three percent
7 (3%)from the prior twelve (12) month period. If the CPI is less than 3%, this annual maximum
8 compensation amount shall be calculated in accordance with Section 4.1, using the prior year's
9 maximum compensation as the baseline.
10 For the period of October 1, 2027, through September 30, 2028, the compensation paid
11 to the Contractor for services provided to the County shall not exceed One Hundred Six
12 Thousand, and Ninety Dollars ($106,090.00), which reflects the possible maximum increase of
13 three percent (3%) from the prior twelve (12) month period. If the CPI is less than 3%, this
14 annual maximum compensation amount shall be calculated in accordance with Section 4.1,
15 using the prior year's maximum compensation as the baseline.
16 If performance standards are met and this Agreement is extended for an additional one-
17 year period pursuant to Article 5 "Terms of Agreement," then for the period of October 1, 2028,
18 through September 30, 2029, the compensation paid to the Contractor for services provided to
19 the County shall not exceed One Hundred Nine Thousand, Two Hundred and Seventy-Three
20 Dollars ($109,273.00), which reflects the possible maximum increase of three percent (3%)from
21 the prior twelve (12) month period. If the CPI is less than 3%, this annual maximum
22 compensation amount shall be calculated in accordance with Section 4.1, using the prior year's
23 maximum compensation as the baseline.
24 If performance standards are met and this Agreement is extended for an additional one-year
25 period pursuant to Article 5 "Terms of Agreement," then for the period of October 1, 2029,
26 through September 30, 2030, the compensation paid to the Contractor for services provided to
27 the County shall not exceed One Hundred Twelve Thousand, Five Hundred Fifty One Dollars
28 ($112,551.00), which reflects the possible maximum increase of three percent (3%) from the
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1 prior twelve (12) month period. If the CPI is less than 3%, this annual maximum compensation
2 amount shall be calculated in accordance with Section 4.1, using the prior year's maximum
3 compensation as the baseline.
4 4.3 Total Maximum Compensation. In no event shall total maximum compensation
5 paid to Contractor for services performed under this Agreement exceed Five Hundred Thirty
6 Thousand, Nine Hundred Fourteen Dollars ($530,914.00)for the entire possible five (5) year
7 term of the Agreement. The Contractor acknowledges that the County is a local government
8 entity, and does so with notice that the County's powers are limited by the California
9 Constitution and by State law, and with notice that the Contractor may receive compensation
10 under this Agreement only for services performed according to the terms of this Agreement and
11 while this Agreement is in effect, and subject to the maximum amount payable under this
12 section. The Contractor further acknowledges that County employees have no authority to pay
13 the Contractor except as expressly provided in this Agreement.
14 4.4 Invoices. The Contractor shall submit monthly invoices to 1)
15 'robationlnvoices(a�fresnocountyca.go� and 2) ProbationContracts(a.fresnocountyca.gov. Each
16 invoice shall specifically identify this Agreement number and shall include the amount due for
17 compensation as identified in Exhibit D. Contractor shall maintain adequate supporting
18 documentation to trace direct service hours, which shall be attached to each invoice. Supporting
19 documentation includes but is not limited to: list of direct service positions funded (monthly
20 staffing report) and documentation of direct service staff hours (e.g., timesheets, time tracking
21 reports, etc.). The Contractor shall submit each invoice within fifteen (15) days after the month
22 in which the Contractor performs services and in any case within fifteen (15) days after the end
23 of the term or termination of this Agreement. At the discretion of the County's Chief Probation
24 Officer, or designee, County shall have the right to withhold payment until an invoice is
25 corrected to the County's satisfaction.
26 4.5 Payment. Payments shall be made by County to Contractor in arrears, for services
27 provided during the preceding month, within forty-five (45) days after the date of receipt,
28 verification, and approval by County. All final invoices and/or any final budget modification
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1 requests shall be submitted by Contractor within sixty (60) days following the final month of
2 service for which payment is claimed. No action shall be taken by County on claims submitted
3 beyond the sixty (60) day closeout period.
4 4.6 Incidental Expenses. The Contractor is solely responsible for all of its costs and
5 expenses that are not specified as payable by the County under this Agreement.
6 Article 5
7 Term of Agreement
8 5.1 Term. This Agreement is effective on October 1, 2025 and terminates on September
9 30, 2028, except as provided in section 5.2, "Extension," or Article 7, "Termination and
10 Suspension," below.
11 5.2 Extension. The term of this Agreement may be extended for no more than two, one-
12 year periods only upon written approval of both parties at least 30 days before the first day of
13 the next one-year extension period. The Chief Probation Officer or his or her designee is
14 authorized to sign the written approval on behalf of the County based on the Contractor's
15 satisfactory performance. The extension of this Agreement by the County is not a waiver or
16 compromise of any default or breach of this Agreement by the Contractor existing at the time of
17 the extension whether or not known to the County.
18 Article 6
19 Notices
20 6.1 Contact Information. The persons and their addresses having authority to give and
21 receive notices provided for or permitted under this Agreement include the following:
22
For the County:
23 Chief Probation Officer
County of Fresno
24 3333 E. American Avenue, Suite B
Fresno, CA 93725
25 ProbationContracts(o�_fresnocountyca.gov
26 For the Contractor:
Chief Executive Officer
27 Focus Forward
3333 E. American Ave., Suite B
28 Fresno, CA 93725
rward.org
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6.2 Change of Contact Information. Either party may change the information in section
2
6.1 by giving notice as provided in section 6.3.
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6.3 Method of Delivery. Each notice between the County and the Contractor provided
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for or permitted under this Agreement must be in writing, state that it is a notice provided under
5
this Agreement, and be delivered either by personal service, by first-class United States mail, by
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an overnight commercial courier service, or by Portable Document Format (PDF) document
7
attached to an email.
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(A) A notice delivered by personal service is effective upon service to the recipient.
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(B) A notice delivered by first-class United States mail is effective three County
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business days after deposit in the United States mail, postage prepaid, addressed to the
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recipient.
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(C)A notice delivered by an overnight commercial courier service is effective one
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County business day after deposit with the overnight commercial courier service,
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delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
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the recipient.
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6.4 Claims Presentation. For all claims arising from or related to this Agreement,
17
nothing in this Agreement establishes, waives, or modifies any claims presentation
18
requirements or procedures provided by law, including the Government Claims Act (Division 3.6
19
of Title 1 of the Government Code, beginning with section 810).
20
Article 7
21
Termination and Suspension
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7.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
23
contingent on the approval of funds by the appropriating government agency. If sufficient funds
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are not allocated, then the County, upon at least 30 days' advance written notice to the
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Contractor, may:
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(A) Modify the services provided by the Contractor under this Agreement; or
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(B) Terminate this Agreement.
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7.2 Termination for Breach.
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1 (A) Upon determining that a breach (as defined in paragraph (C) below) has
2 occurred, the County may give written notice of the breach to the Contractor. The written
3 notice may suspend performance under this Agreement, and must provide at least 30
4 days for the Contractor to cure the breach.
5 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
6 time stated in the written notice, the County may terminate this Agreement immediately.
7 (C) For purposes of this section, a breach occurs when, in the determination of the
8 County, the Contractor has:
9 (1) Obtained or used funds illegally or improperly;
10 (2) Failed to comply with any part of this Agreement;
11 (3) Submitted a substantially incorrect or incomplete report to the County; or
12 (4) Improperly performed any of its obligations under this Agreement.
13 7.3 Termination without Cause. In circumstances other than those set forth above, the
14 County may terminate this Agreement by giving at least 30 days advance written notice to the
15 Contractor.
16 7.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
17 under this Article 6 is without penalty to or further obligation of the County.
18 7.5 County's Rights upon Termination. Upon termination for breach under this Article
19 7, the County may demand repayment by the Contractor of any monies disbursed to the
20 Contractor under this Agreement that, in the County's sole judgment, were not expended in
21 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
22 demand. This section survives the termination of this Agreement.
23 Article 8
24 Independent Contractor
25 8.1 Status. In performing under this Agreement, the Contractor, including its officers,
26 agents, employees, and volunteers, is at all times acting and performing as an independent
27 contractor, in an independent capacity, and not as an officer, agent, servant, employee,joint
28 venturer, partner, or associate of the County.
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1 8.2 Verifying Performance. The County has no right to control, supervise, or direct the
2 manner or method of the Contractor's performance under this Agreement, but the County may
3 verify that the Contractor is performing according to the terms of this Agreement.
4 8.3 Benefits. Because of its status as an independent contractor, the Contractor has no
5 right to employment rights or benefits available to County employees. The Contractor is solely
6 responsible for providing to its own employees all employee benefits required by law. The
7 Contractor shall save the County harmless from all matters relating to the payment of
8 Contractor's employees, including compliance with Social Security withholding and all related
9 regulations.
10 8.4 Services to Others. The parties acknowledge that, during the term of this
11 Agreement, the Contractor may provide services to others unrelated to the County.
12 Article 9
13 Indemnity and Defense
14 9.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
15 County (including its officers, agents, employees, and volunteers) against all claims, demands,
16 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
17 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
18 the performance or failure to perform by the Contractor (or any of its officers, agents,
19 subcontractors, or employees) under this Agreement. The County may conduct or participate in
20 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or
21 defend the County.
22 9.2 Survival. This Article 9 survives the termination or expiration of this Agreement.
23 Article 10
24 Insurance
25 10.1 The Contractor shall comply with all the insurance requirements in Exhibit F to this
26 Agreement.
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1 Article 11
2 Inspections, Audits, and Public Records
3 11.1 Inspection of Documents. The Contractor shall make available to the County, and
4 the County may examine at any time during business hours and as often as the County deems
5 necessary, all of the Contractor's records and data with respect to the matters covered by this
6 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
7 request by the County, permit the County to audit and inspect all of such records and data to
8 ensure the Contractor's compliance with the terms of this Agreement.
9 11.2 State Audit Requirements. If the compensation to be paid by the County under this
10 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
11 California State Auditor, as provided in Government Code section 8546.7, for a period of three
12 years after final payment under this Agreement. This section survives the termination of this
13 Agreement.
14 11.3 Public Records. The County is not limited in any manner with respect to its public
15 disclosure of this Agreement or any record or data that the Contractor may provide to the
16 County. The County's public disclosure of this Agreement or any record or data that the
17 Contractor may provide to the County may include but is not limited to the following:
18 (A) The County may voluntarily, or upon request by any member of the public or
19 governmental agency, disclose this Agreement to the public or such governmental
20 agency.
21 (B) The County may voluntarily, or upon request by any member of the public or
22 governmental agency, disclose to the public or such governmental agency any record or
23 data that the Contractor may provide to the County, unless such disclosure is prohibited
24 by court order.
25 (C)This Agreement, and any record or data that the Contractor may provide to the
26 County, is subject to public disclosure under the Ralph M. Brown Act (California
27 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
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1 (D) This Agreement, and any record or data that the Contractor may provide to the
2 County, is subject to public disclosure as a public record under the California Public
3 Records Act (California Government Code, Title 1, Division 10, beginning with section
4 7920.000) ("CPRA").
5 (E) This Agreement, and any record or data that the Contractor may provide to the
6 County, is subject to public disclosure as information concerning the conduct of the
7 people's business of the State of California under California Constitution, Article 1,
8 section 3, subdivision (b).
9 (F) Any marking of confidentiality or restricted access upon or otherwise made with
10 respect to any record or data that the Contractor may provide to the County shall be
11 disregarded and have no effect on the County's right or duty to disclose to the public or
12 governmental agency any such record or data.
13 11.4 Public Records Act Requests. If the County receives a written or oral request
14 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
15 and which the County has a right, under any provision of this Agreement or applicable law, to
16 possess or control, then the County may demand, in writing, that the Contractor deliver to the
17 County, for purposes of public disclosure, the requested records that may be in the possession
18 or control of the Contractor. Within five business days after the County's demand, the
19 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
20 possession or control, together with a written statement that the Contractor, after conducting a
21 diligent search, has produced all requested records that are in the Contractor's possession or
22 control, or (b) provide to the County a written statement that the Contractor, after conducting a
23 diligent search, does not possess or control any of the requested records. The Contractor shall
24 cooperate with the County with respect to any County demand for such records. If the
25 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
26 CPRA or other applicable law, it must deliver the record or data to the County and assert the
27 exemption by citation to specific legal authority within the written statement that it provides to
28 the County under this section. The Contractor's assertion of any exemption from disclosure is
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1 not binding on the County, but the County will give at least 10 days' advance written notice to
2 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
3 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
4 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
5 failure to produce any such records, or failure to cooperate with the County with respect to any
6 County demand for any such records.
7 Article 12
8 Disclosure of Self-Dealing Transactions
9 12.1 Applicability. This Article 12 applies if the Contractor is operating as a corporation,
10 or changes its status to operate as a corporation.
11 12.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
12 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
13 "Self-Dealing Transaction Disclosure Form" (Exhibit G to this Agreement) and submitting it to
14 the County before commencing the transaction or immediately after.
15 12.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
16 a party and in which one or more of its directors, as an individual, has a material financial
17 interest.
18 Article 13
19 General Terms
20 13.1 Modification. Except as provided in Article 7, "Termination and Suspension," this
21 Agreement may not be modified, and no waiver is effective, except by written agreement signed
22 by both parties. The Contractor acknowledges that County employees have no authority to
23 modify this Agreement except as expressly provided in this Agreement.
24 13.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
25 under this Agreement without the prior written consent of the other party.
26 13.3 Governing Law. The laws of the State of California govern all matters arising from
27 or related to this Agreement.
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1 13.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
2 County, California. Contractor consents to California jurisdiction for actions arising from or
3 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
4 brought and maintained in Fresno County.
5 13.5 Construction. The final form of this Agreement is the result of the parties' combined
6 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
7 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
8 against either party.
9 13.6 Days. Unless otherwise specified, "days" means calendar days.
10 13.7 Headings. The headings and section titles in this Agreement are for convenience
11 only and are not part of this Agreement.
12 13.8 Severability. If anything in this Agreement is found by a court of competent
13 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
14 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
15 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
16 intent.
17 13.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
18 not unlawfully discriminate against any employee or applicant for employment, or recipient of
19 services, because of race, religious creed, color, national origin, ancestry, physical disability,
20 mental disability, medical condition, genetic information, marital status, sex, gender, gender
21 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
22 all applicable State of California and federal statutes and regulation.
23 13.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
24 of the Contractor under this Agreement on any one or more occasions is not a waiver of
25 performance of any continuing or other obligation of the Contractor and does not prohibit
26 enforcement by the County of any obligation on any other occasion.
27 13.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
28 between the Contractor and the County with respect to the subject matter of this Agreement,
16
1 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
2 publications, and understandings of any nature unless those things are expressly included in
3 this Agreement. If there is any inconsistency between the terms of this Agreement without its
4 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
5 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
6 exhibits.
7 13.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
8 create any rights or obligations for any person or entity except for the parties.
9 13.13 Authorized Signature. The Contractor represents and warrants to the County that:
10 (A) The Contractor is duly authorized and empowered to sign and perform its
11 obligations under this Agreement.
12 (B) The individual signing this Agreement on behalf of the Contractor is duly
13 authorized to do so and his or her signature on this Agreement legally binds the
14 Contractor to the terms of this Agreement.
15 13.14 Electronic Signatures. The parties agree that this Agreement may be executed by
16 electronic signature as provided in this section.
17 (A) An "electronic signature" means any symbol or process intended by an individual
18 signing this Agreement to represent their signature, including but not limited to (1) a
19 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
20 electronically scanned and transmitted (for example by PDF document) version of an
21 original handwritten signature.
22 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
23 equivalent to a valid original handwritten signature of the person signing this Agreement
24 for all purposes, including but not limited to evidentiary proof in any administrative or
25 judicial proceeding, and (2) has the same force and effect as the valid original
26 handwritten signature of that person.
27
28
17
1 (C)The provisions of this section satisfy the requirements of Civil Code section
2 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
3 Part 2, Title 2.5, beginning with section 1633.1).
4 (D) Each party using a digital signature represents that it has undertaken and
5 satisfied the requirements of Government Code section 16.5, subdivision (a),
6 paragraphs (1) through (5), and agrees that each other party may rely upon that
7 representation.
8 (E) This Agreement is not conditioned upon the parties conducting the transactions
9 under it by electronic means and either party may sign this Agreement with an original
10 handwritten signature.
11 13.15 Counterparts. This Agreement may be signed in counterparts, each of which is an
12 original, and all of which together constitute this Agreement.
13 [SIGNATURE PAGE FOLL0INS]
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
18
1 The parties are signing this Agreement on the date stated in the introductory clause.
2
FOCUS FORWARD COUNTY OF FRESNO
3
4
5 Joiffina Litchenberg, ief Executive Officer Ernes t Buddy Men�slhhwma, of the
Board of Supervisors of the County of Fresno
6 3333 E. American Ave., Suite B
Fresno, CA 93725
7 Attest:
Bernice E. Seidel
8 Clerk of the Board of Supervisors
County of Fresno, State of California
9
10 By:
Deputy
11
12 For accounting use only:
13 Org No.: 34309999
Account No.: 7295
14 Fund No.: 0001
Subclass No.: 10000
15
16
17
18
19
20
21
22
23
24
25
26
27
28
19
Exhibit A
1 Scope of Services
2 1. Background
3 The justice-involved youth mentoring program shall provide prevention and intervention
4 wraparound services by offering a mixture of core services and engaging youth with activities
5 that enable them to practice healthy behaviors within a positive pro-social peer group. The
6 program aims to equip participants with essential skills to enhance their personal growth and
7 overall well-being. By fostering strong relationships and a supportive environment, the program
8 seeks to strengthen protective factors against gang involvement and other problem behaviors
9 and promote healthy behaviors and prosocial activities.
10 2. Target Population
11 Contractor shall provide mentoring services to youth at the JJC, as well as community-
12 based mentoring services to youth released from custody and youth at-risk of being placed in
13 custody. Youth is defined age 12 years to 25 years of age. Recognizing the critical need for
14 intervention, Contractor shall provide specialized mentoring initiatives aimed at reaching youth
15 at risk of gang activity, delinquency, and youth violence. The program shall have capacity to
16 provide mentoring services to 100-150 Probation youth at any given time. Participation in these
17 services is entirely voluntary. If a youth declines a mentor, they can still request one at any time.
18 3. Location of Services
19 Contractor shall operate out of the following locations:
20 a. Space as provided by Probation at JJC.
21 b. Community Site office located in the Fresno metropolitan area near the Fresno
22 Yosemite International Airport, which is also in immediate proximity to major public
23 transportation and freeways.
24 c. Public community locations where services shall be provided in a safe and structured
25 setting.
26 All services at JJC shall be face-to-face. For community-based services, face-to-face is
27 preferred, but remote services may be utilized on a limited basis based on exigent
28 circumstances.
A-1
Exhibit A
1 4. Hours of Operation
2 Contractor shall operate Monday through Friday, 8:30AM to 5:OOPM; however, the
3 flexibility of Probation and the leased Community Site space allows for after-hour and weekend
4 operations as needed.
5 Detained and committed youth have a variety of programming scheduled
6 throughout the week including school, mental health treatment, cognitive-behavior therapy
7 sessions, substance abuse treatment, parenting classes, and family visitation. With the limited
8 schedule throughout normal business hours, Contractor shall provide mentoring services at JJC
9 on weekday evenings between the hours of 5 PM to 8 PM and during weekends between the
10 hours of 8 AM — 8 PM, as permitted by Probation. Contractor shall be committed to partnering
11 with Probation to navigate the schedule and ensure youth have the opportunity to participate in
12 mentoring.
13 5. Description of Services
14 a. Contractor shall screen youth detained at the JJC on a weekly basis for mentoring
15 services.
16 b. Contractor shall provide pro-social activities, barrier removal including but not limited
17 to availability of remote access to services, and any other programs as developed to
18 support client-centered goals, which can contribute to youth rehabilitation and
19 recidivism reduction. Specific programs include:
20 i. Life Skills Workshops. For youth in detention housing, Life Skills groups shall
21 be provided on a weekly basis.
22 ii. Prosocial Activities. To promote prosocial group activities, the Mentor
23 Coordinator coordinates mentors to attend internal and public group activities
24 with their mentees.
25 c. Contractor shall partner with Probation staff on in-custody programming and reentry
26 of custodial youth to the community.
27
28
A-2
Exhibit A
1 d. Contractor shall incorporate evidence-based practices into the program design and
2 delivery of services in order to ensure successful youth engagement and recidivism
3 reduction with youth at increased risk of returning to custody.
4 e. Contractor shall provide coordination services for its mentors (including volunteers
5 and student interns), who provide mentoring services to youth detained at JJC or
6 under Probation supervision in the community. Coordination service shall include, but
7 not be limited to:
8 i. Volunteer outreach
9 ii. Recruitment
10 iii. Background checks
11 iv. Contractor and required Probation training
12 v. Volunteer management and support, including incentives
13 vi. Case management and case file review
14 vii. Written reports
15 viii. Statistics on services provided
16
6. Staffing
17
a. Mentor (Volunteer) Coordinator with a minimum of a Bachelor's Degree in Social
18
Work or a closely related field. May substitute with equivalent work experience.
19
b. Mentors
20
i. Pass background check.
21
ii. Be a minimum of 21 years old. For older youth (in the Secure Youth
22
Treatment Facility, ages 18 years to 25 years), age of mentor shall be taken
23
into consideration.
24
iii. Sign a written confidentiality agreement and mentor pledge.
25
iv. Mentor no more than 6-8 detained youths if assigned at the JJC.
26
7. Other Requirements
27
a. Contractor shall comply with Probation's JJC Policy for Vendors, Volunteers and
28
Student Interns.
A-3
Exhibit A
1 b. Contractor shall adhere to all JJC policies and Probation policies, and any changes
2 or updates to such policies. A background investigation shall be completed for all
3 staff, volunteers, or interns involved.
4 c. Current Probation policies may be reviewed at
5 https://www.fresnocountVca.gov/Departments/Probation/About-Probation/Policy-
6 ManualsTraining-Plans.
7 d. Training
8 i. Sign an Acknowledgement and complete Prison Rape Elimination Act (PREA)
9 training.
10
11 8. Outcomes and Reports
12 a. Contractor shall provide Outcome Measures and Statistical Data reports on a
13 monthly, quarterly, and annual basis to cover the following at minimum:
14 i. Program Goal is to establish a foundational support system for at-risk youth.
15 Key objectives include:
16 1. Engage 100-150 youth per year in structured mentorship.
17 2. Coordinate and oversee 30-40 volunteer mentors to provide
18 mentoring services.
19 3. Provide targeted life skills training through Focus Forward's Life Skills
20 Series and Summer Arts Enrichment.
21 4. Enhance resilience through individualized case planning and prosocial
22 group activities.
23 ii. Expected Outcomes. The program anticipates measurable improvements in
24 participants' lives by strengthening protective factors and reducing risk
25 factors. Expected outcomes include:
26 1. Improved relationships between youth and their support system.
27 2. Improved academic performance and increased school engagement.
28 3. Strengthened problem-solving and decision-making skills.
A-4
Exhibit A
1 4. Reduced substance use, gang involvement, and school truancy.
2 iii. Impact and Significance. The program provides consistent support and
3 structured guidance to create lasting positive change. Key benefits include:
4 1. Development of confidence and goal-setting skills among participants.
5 2. Empowerment through informed decision-making and self-sufficiency.
6 3. Community engagement through the development of trust and
7 connection.
8 b. Probation Data Reporting Requirements
9 i. Contractor shall provide monthly individualized progress reports for
10 mentorship services upon request.
11 ii. Contractor shall provide data/statistics, i.e., number of youths served, type of
12 youth served — detention, commitment, or released youth, referrals made,
13 youth who decline services, on a monthly, quarterly, and annual basis and
14 other reports, as requested by Probation.
15 iii. Report formatting will follow departmental need.
16 iv. Contractor and Probation shall work collaboratively together to develop and
17 implement further data collection and outcome measurements, and may
18 adjust such data and outcomes periodically throughout the duration of this
19 Agreement, as needed, to best measure the effectiveness of the services as
20 determined by Contractor and Probation.
21
22
23
24
25
26
27
28
A-5
Exhibit B
• Fresno County Probation Department
' NEW JJC Policy Manual
Vendors, Volunteers and Student Interns
309.1 PURPOSE AND SCOPE
This policy establishes guidelines for using Fresno County Probation Department
(Department) vendors, volunteers, and student interns, to supplement and assist Department
personnel in their duties.Vendors and volunteers are staff members who can augment Department
personnel and help complete various tasks.
309.1.1 DEFINITIONS
Definitions related to this policy include:
Student intern - A college, university, or graduate student gaining practical experience in a
chosen field while performing services the intern's field while under supervision.
Vendor- An individual representing a company, outside agency, or non-profit organization, who
is assigned to one of our facilities, performs a service for the Department, and may receive
compensation for services rendered.
Volunteer-An individual who performs a service for the Department without promise,expectation,
or receipt of compensation for services rendered. This may include unpaid chaplains and student
interns.
309.2 POLICY
The Department shall ensure that vendors, volunteers and student interns are properly appointed,
trained, and supervised to carry out specified tasks and duties in order to create an efficient
Department and improve services to the community.
309.3 ELIGIBILITY
Requirements for participation as a vendor, volunteer or student intern for the Department may
include but are not limited to:
(a) Being at least 18 years of age.
(b) Possession of liability insurance for any personally owned equipment, vehicles, or
animals utilized during volunteer or student intern work.
(c) No conviction of a felony, any crime of a sexual nature or against children, any crime
related to assault or violence, any crime related to dishonesty, or any crime related to
impersonating a law enforcement officer.
(d) Ability to meet physical requirements reasonably appropriate to the assignment.
(e) A background history and character suitable for a person representing the Department,
as validated by a background investigation.
The Chief Probation Officer or the authorized designee may allow exceptions to these eligibility
requirements based on organizational needs and the qualifications of the individual.
Copyright Lexipol,LLC 2025/05/02,All Rights Reserved. B_1 Vendors,Volunteers and Student Interns- 1
Published with permission by Fresno County Probation
Department
Exhibit B
Fresno County Probation Department
NEW JJC Policy Manual
Vendors, Volunteers and Student Interns
309.4 RECRUITMENT, SELECTION, AND APPOINTMENT
The Department shall endeavor to recruit and appoint only those applicants who meet the high
ethical, moral, and professional standards set forth by this Department.
309.4.1 RECRUITMENT
Volunteers and student interns are recruited on a continuous basis consistent with Department
policy on equal opportunity, nondiscriminatory employment terms. A primary qualification for
participation in the application process should be an interest in and an ability to assist the
Department in serving the public.
Requests for volunteers and student interns should be submitted in writing by interested
Department staff members to the Probation Human Resources Unit through the requester's
immediate supervisor. A complete description of the volunteer's or intern's duties and a requested
time frame should be included in the request. All Department staff members should understand
that the recruitment of volunteers and student interns is enhanced by creative and interesting
assignments.
Vendors are recruited/selected in accordance with the Fresno County Purchasing Office contract/
agreement process.
309.4.2 SELECTION
Vendor, volunteer and student intern candidates shall successfully complete the following process
before appointment:
(a) Submit the appropriate written application.
(b) Current TB skin test (completed within the last 6 months).
(c) Successfully complete an appropriate-level background investigation, which may
include fingerprinting, and/or obtaining information from local, state, federal and
Department of Motor Vehicle databases.
309.4.3 APPOINTMENT
Volunteers and student interns shall be placed only in assignments or programs consistent with
their knowledge, skills, and abilities and the needs of the Department. Volunteers' and student
interns' interests will be considered when placed in assignments.
Volunteers and student interns serve at the discretion of the Chief Probation Officer.
Vendors are appointed and placed in accordance with the Fresno County Purchasing Office
contract/agreement.
309.5 IDENTIFICATION
As representatives of the Department, vendors, volunteers and student interns are responsible
for presenting a professional image to the community. Vendors, volunteers and student interns
shall dress appropriately for the conditions and performance of their duties, in compliance with
Personal Appearance Standards and Uniform and Non-Uniform attire policies unless excluded by
the Department. Necessary safety equipment will be provided.
Copyright Lexipol,LLC 2025/05/02,All Rights Reserved. B 2 Vendors,Volunteers and Student Interns-2
Published with permission by Fresno County Probation
Department
Exhibit B
Fresno County Probation Department
NEW JJC Policy Manual
Vendors, Volunteers and Student Interns
Vendor, volunteers and student interns will be issued Department identification cards, which must
be carried at all times while on-duty. The identification cards will be the standard Department
identification cards, except that "Volunteer" or "Student Intern" will be indicated on the cards.
309.6 PERSONNEL WORKING AS STUDENT INTERNS
Qualified regular Department personnel, when authorized, may also serve as student interns.
However, this Department shall not utilize the services of student interns such a way that it would
violate employment laws or collective bargaining agreements or memorandums of understanding
(e.g., an officer participating as a student intern for reduced or no pay). Therefore, staff members
shall consult with the Personnel Unit prior to allowing regular department personnel to serve in a
student intern capacity (29 CFR 553.30).
309.7 PROBATION HUMAN RESOURCES UNIT
The function of the Probation Human Resources Unit is to provide a central coordinating point for
effective volunteer management within the Department, and to direct and assist efforts to jointly
provide more productive volunteer services.
The responsibilities of the Probation Human Resources Unit include but are not limited to:
(a) Recruiting, selecting, and training qualified volunteers and student interns.
(b) Maintaining records for each vendor, volunteer and student interns.
(c) Completing and disseminating, as appropriate, all necessary paperwork and
information.
(d) Maintaining a liaison with colleges and universities that provide student interns to
promote the intern program with both students and the educational system.
(e) Maintaining volunteer and student intern orientation and training materials and
outlining expectations, policies, and responsibilities for all volunteers and student
interns.
309.8 DUTIES AND RESPONSIBILITIES
Volunteers assist department personnel as needed. Assignments of volunteers may be to any
division within the Department, as needed. Volunteers should be placed only in assignments
or programs consistent with their knowledge, skills, interests, abilities and the needs of the
Department. Student interns should be assigned to areas that meet the needs of both their
educational program and the Department. Vendors will be assigned per the contract/agreement.
309.8.1 COMPLIANCE
Vendors, volunteers and student interns shall be required to adhere to all Department policies
and procedures. Policies and procedures are available on the Department website and will be
made available to each vendor, volunteer, and student intern upon appointment. The vendor,
volunteer and student interns shall become thoroughly familiar with these policies and procedures
as directed by the Chief Probation Officer or the authorized designee.
Copyright Lexipol,LLC 2025/05/02,All Rights Reserved. B_3 Vendors,Volunteers and Student Interns-3
Published with permission by Fresno County Probation
Department
Exhibit B
Fresno County Probation Department
NEW JJC Policy Manual
Vendors, Volunteers and Student Interns
Whenever a rule, regulation, or guideline in this Custody Manual refers to regular Department
personnel, it shall also apply to a vendor, volunteers and student interns, unless by its nature it
is inapplicable.
Vendors, volunteers and student interns are required by this Department to meet Department-
approved training requirements as applicable to their assignments.
309.9 TASK-SPECIFIC TRAINING
Task-specific training is intended to provide the required instruction and practice for vendors,
volunteers and student interns to properly and safely perform their assigned duties. Training
should correspond to the assignment as determined by the program coordinator.
Vendors, volunteers and student interns will be provided with an orientation program to acquaint
them with the policies of the Department and procedures applicable to their assignments.
Vendors, volunteers and student interns should receive position-specific training to ensure they
have adequate knowledge and skills to complete the required tasks. They also should receive
ongoing training as deemed appropriate by their supervisors or the volunteer or student intern
coordinator.
Training should reinforce to vendors,volunteers and student interns that they shall not intentionally
represent themselves as,or by omission give the impression that they are,officers or other full-time
staff members of the Department. They shall always represent themselves as vendors, volunteers
or student interns.
All vendors, volunteers and student interns shall comply with the standards of conduct and with
all applicable orders and directives, whether oral or written, issued by the Department.
309.9.1 STATE REQUIREMENTS
The vendor, volunteer and student intern initial orientation shall include the following: safety and
security issues and anti- discrimination policies.
309.10 SUPERVISION
Each vendor, volunteer or student intern must have a clearly identified supervisor who is
responsible for direct management of that individual.This supervisor will be responsible for day-to-
day management and guidance of the work of the vendor, volunteer or student intern and should
be available for consultation and assistance.
Functional supervision of vendors, volunteers and student interns is the responsibility of the
supervisor or the authorized designee in charge of their assigned duties. The following are some
considerations that supervisors or the authorized designee should keep in mind while supervising
vendors, volunteers and student interns:
(a) Take the time to introduce vendors, volunteers and student interns to staff members
on all levels.
(b) Ensure vendors,volunteers and student interns have work space and necessary office
supplies.
Copyright Lexipol,LLC 2025/05/02,All Rights Reserved. B-4 Vendors,Volunteers and Student Interns-4
Published with permission by Fresno County Probation
Department
Exhibit B
Fresno County Probation Department
NEW JJC Policy Manual
Vendors, Volunteers and Student Interns
(c) Make sure the work is challenging. Do not hesitate to give vendors, volunteers and
student interns assignments or tasks that will utilize these valuable resources.
(d) Ensure the work for student interns meets the needs of their educational program,
while also meeting the needs of the Department.
309.10.1 EVALUATIONS
Student interns may need evaluations as a requirement of their educational program.
309.10.2 FITNESS FOR DUTY
No vendor, volunteers or student intern shall report for work or be at work when the individual
judgment or physical condition has been impaired due to illness or injury, or by the use of alcohol
or drugs, whether legal or illegal.
Vendors, volunteers and student interns shall report to their supervisors any change in status that
may affect their ability to fulfill their duties. This includes but is not limited to:
(a) Driver's license
(b) Arrests.
(c) Criminal investigations.
(d) All law enforcement contacts.
309.11 INFORMATION ACCESS
Vendors, volunteers and student interns should not have access to or be in the vicinity of criminal
histories, investigative files, or information portals. Unless otherwise directed by a supervisor, the
duties of the position, or Department policy, all such information shall be considered confidential.
Only that information specifically identified and approved by authorized staff members shall be
released. Confidential information shall be given only to persons who have a need and a right to
know as determined by Department policy and supervisory personnel.
A vendor, volunteer or student intern whose assignment requires the use of, or access to,
confidential information will be required to be fingerprinted to the California Department of Justice
to obtain clearance. Vendors, volunteers and student interns working this type of assignment shall
receive training in data practices and shall be required to sign a CLETS Employee/Volunteer
Statement before being given an assignment with the Department. Subsequent unauthorized
disclosure of any confidential information verbally, in writing, or by any other means by the vendor,
volunteer, or student intern is grounds for immediate dismissal and possible criminal prosecution.
Vendors, volunteers and student interns shall not address public gatherings, appear on radio
or television, prepare any article for publication, act as correspondents to newspapers or other
periodicals, release or divulge any information concerning the activities of the Department, or
maintain that they represent the Department in such matters without permission from the proper
Department personnel.
Copyright Lexipol,LLC 2025/05/02,All Rights Reserved. B_5 Vendors,Volunteers and Student Interns-5
Published with permission by Fresno County Probation
Department
Exhibit B
Fresno County Probation Department
NEW JJC Policy Manual
Vendors, Volunteers and Student Interns
309.11.1 RADIO AND DATABASE ACCESS USAGE
The supervisor or the authorized designee shall ensure that radio and database access training
is provided for vendors, volunteers, and student interns whenever necessary.
309.12 EQUIPMENT
Any property or equipment issued by the Department shall be for official and authorized use only.
Any property or equipment issued to a vendor,volunteer or student intern shall remain the property
of the Department and shall be returned at the termination of service.
309.13 TERMINATION OF SERVICES
If a vendor or volunteer is the subject of a personnel complaint or becomes involved in an internal
investigation,the matter shall be investigated in compliance with the Personnel Complaints Policy.
If a student intern is the subject of or is involved in an internal investigation, the coordinator of the
educational program that sponsors the intern should be notified.
Vendors and volunteers are considered at-will and may be removed from service at the discretion
of the Chief Probation Officer or the authorized designee, with or without cause. Vendors and
volunteers shall have no property interest in their continued appointments.Vendors and volunteers
may resign from service with the Department at any time. It is requested that vendors and
volunteers who intend to resign provide advance notice and a reason for their decision.
309.14 ISSUED DATE
• 02/18/2022
309.15 REVISED DATE(S)
• 05/02/2025
Copyright Lexipol,LLC 2025/05/02,All Rights Reserved. B-6 Vendors,Volunteers and Student Interns-6
Published with permission by Fresno County Probation
Department
Exhibit B
co
4��No COGy<
peg o ry Fresno County Probation Department ,
Kirk Haynes, Chief Probation Officer ��, i856
FRES
Fresno County Probation Department Attn: Personnel
3333 E.American Ave. Phone: (559)600-4825
Fresno,CA 93725 Fax: (559)600-1307
PROBATION VENDOR APPLICATION
FOR PROBATION PERSONNEL USE ONLY
Local Records Check: CLETS/DMV: Fingerprints: TB Test Results:
CONTACT INFORMATION (Print clearly in ink)
Name: (Last, First, MI) Maiden or other name(s) used:
Address: (number&street) City State Zip Code
Driver's License# SS#: DOB: SEX:
Phone#: ( ) Email Address:
EMPLOYMENT
Name of Current Employer Position/Title How Long
Address: (number&street) City, State, Zip Code Phone#
[PREA(Prison Rape Elimination ACT)
The Prison Rape Elimination Act (PREA) was passed in 2003. The purpose of the act is to "provide for the analysis of the
incidence and effects of prison rape in Federal, State, and local institutions and to provide information, resources,
recommendations and funding to protect individuals from prison rape."
1. Will you be willing to abide by all PREA Standards, which will include an orientation/training ❑Yes ❑No
o (Please note:Selecting"No"to the question above may result in the rejection of your application)
o (If you answer"Yes"to any question below, please provide the date,offense,city/state&an explanation on a
separate piece of paper and attach to this form)
2. Have you ever been arrested for any crime(s) and/or arrested or convicted for sexual abuse, or any other
sexual misconduct? ❑Yes ❑ No
3. Have you ever been investigated for sexual harassment? ❑Yes ❑No
Page 1 of 2 The County of Fresno is an equal employment opportunity employer Revised(04/17/2018)
B-7
Exhibit B
EMERGENCY CONTACTS
List any medical conditions you feel we should be aware of:
In case of an emergency, notify:
Name Telephone Relationship
1
2
CONFIDENTIAL RELEASE OF INFORMATION
In addition to completing this form,the following steps must be done:
o You must provide recent TB test results (from within the past 6 months).
o You will be subject to a background check,which may include fingerprints.
I grant my permission for the Probation Department to make background, criminal, and vehicle record checks, which are
standard procedures for all vendor applicants.
I certify that all statements made on this application are true to the best of my knowledge. I understand that untruthful
and/or misleading answers are cause for rejection of my application.
Applicant's Signature Date
Reviewer's Signature ❑ Approved ❑ Denied Date
FOR OFFICE USE ONLY
BC Personnel
Date received: Date received: Date ID issued:
Approved by: Date sent to Administration: ID issued to:
Date sent to Personnel: Date applicant contacted: Initials:
Notes:
Page 2 of 2 The County of Fresno is an equal employment opportunity employer Revised(04/17/2018)
B-8
Exhibit B
• Fresno County Probation Department
NEW JJC Policy Manual
Emergency Procedures - Facilities (Title 15, §
1327)
400.1 PURPOSE AND SCOPE
The purpose of this policy is to establish a plan to appropriately respond to emergencies within
the facility and to ensure all affected staff members receive timely training regarding emergency
response. This policy is intended to protect the community, staff members, visitors, youth, and all
others who enter the Juvenile Justice Campus (JJC), while allowing the facility to fulfill its primary
purpose (15 CCR 1327).
Facility emergencies related to fire will be addressed in the Fire Safety Plan Policy.
400.2 POLICY
It is the policy of this Department to have emergency response plans in place to quickly and
effectively respond to and minimize the severity of any emergency within the facility.
400.3 EMERGENCY PROCEDURES
The Chief Probation Officer or the authorized designee shall develop, publish, and periodically
review and update facility-specific policies, procedures, and emergency response plans that shall
include but not be limited to (15 CCR 1327):
(a) Escapes, disturbances, and the taking of hostages.
(b) Civil disturbances, active shooters, and terrorist attacks.
(c) Fire and natural disasters.
(d) Periodic testing of emergency equipment.
(e) Mass arrests.
(f) Emergency evacuation of the facility (see the Emergency Evacuation Plan Policy).
(g) A program to provide all youth supervision staff members with an annual review of
emergency procedures.
(h) Other emergencies as needs are identified.
The facility emergency response plans are intended to provide all staff members with current
methods, guidelines, and training for minimizing the number and severity of emergency events
that may threaten the security of the facility or compromise the safety of staff members, youth,
or the community.
The emergency response plans are intended to provide information on specific assignments and
tasks for staff members. Where appropriate, the emergency response plans will include persons
and emergency departments to be notified.
The emergency response plans shall include procedures for continuing to house youth in the
facility, the identification of alternative facilities outside the boundaries of the disaster or threat
Copyright Lexipol,LLC 2025/05/02,All Rights Reserved. B-9 Emergency Procedures-Facilities (Title 15, §
Published with permission by Fresno County Probation 1327)- 1
Department
Exhibit B
Fresno County Probation Department
NEW JJC Policy Manual
Emergency Procedures - Facilities (Title 15, § 1327)
and the potential capacity of those facilities, youth transportation options, and contact information
for allied agencies.
The emergency response plans shall be made available to all staff members, contractors, and
volunteers working in the facility as needed. Confidential policies and procedures that relate to
the security of the facility may be kept in a separate manual (15 CCR 1327).
400.3.1 EMERGENCY SUSPENSION OF REQUIREMENTS
The Chief Probation Officer or the authorized designee shall authorize only those regulations
directly affected by the emergency to be suspended. When a suspension occurs for longer than
three days, the Chief Probation Officer or the authorized designee shall notify the Board of
State and Community Corrections in writing. In no event shall a suspension continue for more
than 15 days without the approval of the Chairperson of the Board of State and Community
Corrections for a time specified by the Chairperson (see the Emergency Suspension of Standards
or Requirements attachment).
400.4 LOCKDOWN
Upon detecting any significant incident that threatens the security of the facility, such as a riot,
power outage or hostage situation, staff members shall immediately notify Institutional Core
Central Control (ICCC) and the Watch Commander. The Watch Commander may determine
whether to order a partial or full lockdown of the facility and shall notify the Deputy Chief or the
authorized designee as soon as practicable.
If a lockdown is ordered, all youth will be directed back to their housing areas. All youth in transit
within the facility will either be escorted back to their housing areas or to another secure location.
The Watch Commander should instruct staff members not directly involved in the lockdown to
escort any visitors and nonessential contractors out of the facility.
A head count shall be immediately conducted for all youth, visitors, contractors, volunteers, and
staff members. The Watch Commander shall be immediately notified of the status of the head
count. If any person is unaccounted for,the Watch Commander shall direct an immediate search of
the facility and notify the Chief Probation Officer or the authorized designee as soon as practicable.
All visitors and volunteers will be required to enter through the lobby and sign the visitor logbook
when they enter and leave the facility. If the lobby is closed, the visitor logbook will be placed in
a designated area for them to sign accordingly. ICCC shall log in all vehicles and the number of
people in the vehicle. In the event the camera or speaker box is not working, the ICCC officer
shall work with security officers to determine the number of people in the vehicle. When leaving
the facility, the maintenance/contractor worker(s) shall call ICCC if the camera or speaker box is
not working properly to inform them they are leaving the facility. The ICCC officer shall log that
the maintenance/contractor(s) left the facility.
Lockdown shall not be used as a form of punishment. It is only intended to facilitate order and
maintain security of the JJC.
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Department
Exhibit B
Fresno County Probation Department
NEW JJC Policy Manual
Emergency Procedures - Facilities (Title 15, § 1327)
400.5 HUNGER STRIKE
Upon being made aware that one or more youth is engaging in a hunger strike, the staff member
will notify the Watch Commander, who will notify the Chief Probation Officer or the authorized
designee. The Chief Probation Officer or the authorized designee should evaluate the basis for
the strike and seek an appropriate resolution.
The Chief Probation Officer or the authorized designee shall notify the youth's parent/guardian,the
youth's probation officer, the local authority having supervisory jurisdiction, and the youth's social
worker (if applicable) of the incident and periodically provide updates on the status of the youth.
400.5.1 NOTIFICATION OF QUALIFIED HEALTH CARE PROFESSIONALS
The Chief Probation Officer or the authorized designee shall notify the Medical Director to review,
coordinate, and document any medical actions taken, based on protocols and/or at the direction
of qualified health care professionals, in response to a hunger strike.
Qualified health care professionals shall monitor the health of any youth involved in a hunger
strike and make recommendations to the Chief Probation Officer or the supervisory staff member
responsible for oversight of the incident.
If a youth is engaging in a hunger strike due to a mental condition, the appropriate medical
protocols for mental health will be followed.
400.5.2 RESPONSE TO HUNGER STRIKES
Beginning at the line staff member level, a resolution to grievances shall be sought at the lowest
level. The Youth Grievances Policy shall guide staff members on resolving youth grievances.
If the hunger strike remains unresolved, the Chief Probation Officer or the authorized designee
may direct the appropriate staff member to observe the room area, including trash containers, of
the youth involved for evidence of food items and of food hoarding.
400.5.3 LEGAL GUIDANCE
If attempts to resolve the grievance are unsuccessful or not reasonably possible, the Chief
Probation Officer shall consider consulting with legal resources as appropriate to develop other
steps to resolve the issues.
400.6 RESPONSE TO DISTURBANCES
Staff members shall attempt to minimize the disruption to normal facility operations caused by
a disturbance by attempting to isolate and contain the disturbance to the extent possible. Staff
members when applicable shall immediately notify the Chief Probation Officer through the chain
of command of the incident (15 CCR 1327).
400.6.1 NOTIFICATIONS
The Watch Commander shall notify the Chief Probation Officer or the authorized designee of the
disturbance as soon as practicable through the chain of command.
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Department
Exhibit B
Fresno County Probation Department
NEW JJC Policy Manual
Emergency Procedures - Facilities (Title 15, § 1327)
The Chief Probation Officer or the authorized designee shall notify the involved youth's parent/
guardian, the youth's probation officer, the local authority having supervisory jurisdiction, and the
youth's social worker (if applicable) as soon as practicable (15 CCR 1327).
400.6.2 NOTIFICATION OF QUALIFIED HEALTH CARE PROFESSIONALS
If medical action reasonably appears necessary, the Chief Probation Officer or the authorized
designee shall notify the appropriate qualified health care professionals to review, coordinate, and
document medical actions based on protocols and/or at the direction of the Medical Director (15
CCR 1327).
400.6.3 REPORTING
The Chief Probation Officer or the authorized designee shall order that an incident report be
completed with the details of the disturbance no later than the end of the shift (see the Report
Preparation Policy). If appropriate, a crime report shall be initiated, and prosecution sought (15
CCR 1327).
400.7 RIOTS
Riots occur when youth forcibly and/or violently take control, or disrupt in large numbers with
violence or attempt to take control of any area within the Juvenile Justice Campus.
Staff members shall make reasonable attempts to prevent youth-on-youth violence but shall also
take measures to avoid aggravating the problem and making the situation worse (15 CCR 1327).
400.7.1 RESPONSE TO RIOTS
Once the area of the disturbance is secured and isolated from other areas of the facility, time
is generally on the side of officers. If possible, the process of quelling the disturbance should
slow down so officers can develop response plans, ensure there are adequate facility personnel
to effectively take the required actions, and ensure that responding officers are appropriately
equipped with protective gear.
Officers shall evaluate their response given the totality of circumstances in any situation, but
generally shall not enter the space where a riot is occurring until sufficient officers are present to
safely suppress the riot. Nothing in this policy shall prohibit any staff member from assisting other
staff members who are being assaulted.
Other housing units must be secured, with sufficient officers remaining at their posts to continue
to supervise the unaffected units.
If officers are unable to contain, control, and resolve the riot, a request for assistance shall be
made to the appropriate law enforcement agency (see the Mutual Aid section in this policy). The
request shall be made by the Chief Probation Officer or the authorized designee. When the riot
has been suppressed, all involved officers must immediately return to their assigned posts and
normal operations should resume.
All youth who have participated in a riot shall be separated and secured as soon as practicable.
If necessary, injured youth shall receive a medical evaluation and treatment. If an injured youth
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Department
Exhibit B
Fresno County Probation Department
NEW JJC Policy Manual
Emergency Procedures - Facilities (Title 15, § 1327)
is medically cleared to remain in the Juvenile Justice Campus, the youth will be reclassified and
moved to appropriate housing. If a crime has occurred with injury or death due to the riot, the
Fresno Sheriffs Office shall be notified to investigate the matter (15 CCR 1327).
400.7.2 QUALIFIED HEALTH CARE PROFESSIONAL RESPONSE
If necessary, a Watch Commander or the authorized designee should notify the qualified health
care professionals and identify a staging area for medical emergency responders and for medical
triage.
The Medical Director or the authorized designee shall be included in developing the response
plan as it relates to the potential for a medical response, medical triage and treatment activities,
and the safety and security of medical staff members during the incident (15 CCR 1327).
400.7.3 NOTIFICATIONS
As soon as practicable, the Watch Commander or a responsible officer shall notify the Chief
Probation Officer or the authorized designee.
The Chief Probation Officer or the authorized designee shall notify any involved youth's parent/
guardian, the youth's probation officer, the local authority having supervisory jurisdiction, and the
youth's social worker (if applicable) (15 CCR 1327).
400.7.4 REPORTING
The Chief Probation Officer or the authorized designee shall order that a report be written detailing
the incident by the end of the shift (see the Report Preparation Policy) unless approved by a
supervisor to be completed at a later time (15 CCR 1327).
400.8 HOSTAGES
The Department does not recognize the taking of hostages as a reason to relinquish control of
the Juvenile Justice Campus. Signage will be posted in the lobbies, and visiting area that JJC is
a no hostage facility.
It is the policy of the Fresno County Probation Department to use all available resources
reasonably necessary to bring about a successful end to a hostage situation (15 CCR 1327).
400.8.1 RESPONSE TO HOSTAGE INCIDENT
Institutional Core Central Control (ICCC) should immediately be notified at the earliest sign of a
hostage incident. Institutional Core Central Control (ICCC) shall notify the Chief Probation Officer
through the chain of command as soon as practicable.
The Chief Probation Officer or the authorized designee shall make every effort to ensure that the
hostage incident remains confined to the smallest area possible. All door controls accessible to
youth shall be disabled. Emergency exits that lead outside the secure perimeter shall be guarded
(15 CCR 1327).
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Department
Exhibit B
Fresno County Probation Department
NEW JJC Policy Manual
Emergency Procedures - Facilities (Title 15, § 1327)
400.8.2 NOTIFICATION OF QUALIFIED HEALTH CARE PROFESSIONALS
At the direction of the Watch Commander or the authorized designee, the qualified health care
professionals shall be notified in order to identify a location and form a logistical plan for medical
triage. The location also shall serve as a medical staging area for other medical emergency
responders (15 CCR 1327).
400.8.3 HOSTAGE RESCUE
Communications with the hostage-taker should be established as soon as practicable.The Watch
Commander or the authorized designee shall document, if known, the number of hostages, any
demands, and any injuries. No promises or denials will be made until a hostage negotiator arrives
on scene. Hostage-taker demands for officers to open doors will not be met. A hostage rescue
team should be immediately summoned, and the established protocols for resolving the situation
shall be implemented. The Chief Probation Officer or the authorized designee shall be consulted
regarding decisions faced by the hostage rescue team (15 CCR 1327).
400.8.4 REPORTING
Following the conclusion of a hostage incident, the Chief Probation Officer or the authorized
designee shall order that an incident report be completed by the end of the shift (see the Report
Preparation Policy) unless approved by as supervisor at a later time (15 CCR 1327).
400.9 ESCAPES
Upon being made aware that an escape may have occurred or did occur, the staff member shall
notify the on-duty Watch Commander. The Watch Commander shall notify the Chief Probation
Officer through the chain of command as soon as practicable.
Once the escape is verified and immediate actions have been taken inside the facility (e.g.,
lockdown), the Watch Commander should ensure that all local law enforcement agencies are
notified (15 CCR 1327).
400.9.1 YOUTH COUNTS
As soon as the facility is fully locked down, a full youth head count should be taken.
All youth who are outside of the secure perimeter of the facility (e.g., court, work details) shall
be located and identified. The identity of any missing youth shall be disclosed, and the youth's
facility record shall be accessed by the Chief Probation Officer or the authorized designee (15
CCR 1327).
400.9.2 SEARCH
Concurrent with the lockdown, the area surrounding the facility shall be searched for the escapee.
Areas where a youth may be hiding or may have discarded clothing shall be searched first. Any
witnesses shall be interviewed.
Booking staff members will develop a flyer with the youth's name, description, latest picture,
classification status, and charges, and supply it to other staff members and local law enforcement.
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Department
Exhibit B
Fresno County Probation Department
NEW JJC Policy Manual
Emergency Procedures - Facilities (Title 15, § 1327)
Local law enforcement shall also be given the youth's last known address and a list of associates
(15 CCR 1327).
400.9.3 REPORTING
Following the conclusion of an attempted escape or an escape, the Chief Probation Officer or the
authorized designee shall order that an incident report be completed by the end of the shift. The
incident report shall focus on events and physical plant weaknesses that contributed to the escape
(see the Report Preparation Policy). The Deputy Chief shall review the reports, interview involved
parties, and develop action plans to minimize the risk of future occurrences (15 CCR 1327).
400.10 CIVIL DISTURBANCES OUTSIDE OF THE DETENTION FACILITY
Upon being notified that Juvenile Justice Campus space will be needed in response to a civil
disturbance, potentially involving mass arrests, the Watch Commander shall notify the Chief
Probation Officer or the authorized designee (15 CCR 1327).
400.11 DEBRIEFING
All responding staff members, including medical responders, shall be debriefed, as determined by
the Chief Probation Officer or the authorized designee, on serious facility emergencies as soon as
practicable after the conclusion of the incident. The staff members shall examine the incident from
the perspective of what worked, what actions were less than optimal, and how the response to a
future incident might be improved. Depending on the degree of the situation, it may be necessary to
bring in Mental Health professionals to help facilitate the debriefing to include any youth involved.
If appropriate, the details of the incident will be used to develop a training course for responding
to facility disturbances. The goal of any debriefing process is continuous improvement. The
debriefing shall be focused on the incident, an improved response, and systemic changes that
may be required. A moderator shall ensure that no individual or group involved in the response
is publicly ridiculed.
400.12 EMERGENCY HOUSING OF YOUTH
The Chief Probation Officer or the authorized designee shall develop a plan on the emergency
housing of youth in the event of a full or partial evacuation of the facility. The plan shall
address when youth should be housed in place, identification of alternate facilities and the
potential capacity of those facilities,youth transportation options, and contact information for allied
agencies. This plan shall be reviewed at least annually and revised if necessary.
400.13 MUTUAL AID
The magnitude and anticipated duration of a facility emergency may necessitate interagency
cooperation and coordination. The Deputy Chief shall ensure that any required memorandums of
understanding or other agreements are properly executed, and that any anticipated mutual aid
is requested and facilitated for the safe keeping and transportation of youth during the facility
emergency and evacuation process (see the Emergency Evacuation Policy). For a large-scale
emergency response, see the Emergency Evacuation Policy and Emergency Staffing Policy.
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Department
Exhibit B
Fresno County Probation Department
NEW JJC Policy Manual
Emergency Procedures - Facilities (Title 15, § 1327)
When another agency requests assistance from this Department, the Deputy Chief or authorized
designee may authorize, if available, an appropriate number of personnel to assist. Staff
members are reminded that their actions when rendering assistance must conform with applicable
laws and be consistent with the policies of this Department.
When mutual aid assistance is rendered, a report shall be prepared and submitted by the handling
staff member unless otherwise directed by a supervisor (15 CCR 1327).
400.14 REVIEW OF EMERGENCY PROCEDURES
The Deputy Chief shall ensure that there is a review of emergency procedures at least annually
(15 CCR 1327). This review shall be documented and placed in the staff member's JJC and
Departmental training file. This review should also include the signatures or initials of the staff
members responsible for the review. At a minimum, the review shall include:
(a) Assignment of staff members to specific tasks in emergency situations.
(b) Instructions for using the alarm systems and signals.
(c) Systems for the notification of appropriate persons outside the facility.
(d) Information on the location and use of emergency equipment in the facility.
(e) Description of evacuation routes and procedures.
400.15 FIRE
This Department shall identify and conform to applicable federal, state, and/or local fire safety
codes, and establish a process for creating, disseminating, and training all individuals in the facility
on the emergency plans for fire safety and evacuation (see the Fire and Life-Safety Policy,Juvenile
Detention Manual Policy, and Fire Safety Plan Policy).
400.16 NATURAL DISASTER
The Chief Probation Officer or the authorized designee shall be prepared to operate a safe and
secure facility in the event of a natural disaster emergency.
400.17 OTHER TYPES OF EMERGENCIES
Facility emergencies that could negatively affect the good order of the facility and the safety of staff
members, youth, contractors, volunteers, and visitors include but are not limited to an outbreak of
infectious disease, a work stoppage or strike by staff members, and other disruptions. The Chief
Probation Officer or the authorized designee shall be responsible for ensuring that an appropriate
facility emergency plan exists for these types of emergencies.
400.18 PERIODIC TESTING OF EMERGENCY EQUIPMENT
The Chief Probation Officer or the authorized designee is responsible for scheduled and periodic
testing of emergency power systems which are completed by the Internal Services Department.
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Department
Exhibit B
Fresno County Probation Department
NEW JJC Policy Manual
Emergency Procedures - Facilities (Title 15, § 1327)
All testing and inspections shall be documented, and the results included in a report to the Deputy
Chief or the authorized designee.
400.19 TRAINING
Officers shall review emergency procedures (See Emergency Procedures form located in the
Department Case Management system) annually (15 CCR 1327). This facility will provide
emergency preparedness training as part of orientation training for all staff members assigned
to the facility.
On an annual basis emergency training shall occur for each shift. The assigned Watch
Commander/Supervising Juvenile Correctional Officer shall document in the Watch Commander
log as well as provide JJC Administration a memorandum/e-mail of what training occurred and
retained in accordance with established records retention schedules.
400.20 REFERENCES
See Facilities Emergencies Procedure for additional guidance.
400.21 ISSUED DATE
• 04/17/2023
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Department
Exhibit C
Data Security
1. Definitions
Capitalized terms used in this Exhibit C have the meanings set forth in this section 1.
(A) "Authorized Employees" means the Contractor's employees who have access to
Personal Information.
(B) "Authorized Persons" means: (i) any and all Authorized Employees; and (ii) any and all
of the Contractor's subcontractors, representatives, agents, outsourcers, and
consultants, and providers of professional services to the Contractor, who have access
to Personal Information and are bound by law or in writing by confidentiality obligations
sufficient to protect Personal Information in accordance with the terms of this Exhibit C.
(C)"Director" means the County's Chief Probation Officer or designees.
(D)"Disclose" or any derivative of that word means to disclose, release, transfer,
disseminate, or otherwise provide access to or communicate all or any part of any
Personal Information orally, in writing, or by electronic or any other means to any person.
(E) "Person" means any natural person, corporation, partnership, limited liability company,
firm, or association.
(F) "Personal Information" means any and all information, including any data, provided, or
to which access is provided, to the Contractor by or upon the authorization of the
County, under this Agreement, including but not limited to vital records, that: (i) identifies,
describes, or relates to, or is associated with, or is capable of being used to identify,
describe, or relate to, or associate with, a person (including, without limitation, names,
physical descriptions, signatures, addresses, telephone numbers, e-mail addresses,
education, financial matters, employment history, and other unique identifiers, as well as
statements made by or attributable to the person); (ii) is used or is capable of being used
to authenticate a person (including, without limitation, employee identification numbers,
government-issued identification numbers, passwords or personal identification numbers
(PINs), financial account numbers, credit report information, answers to security
questions, and other personal identifiers); or (iii) is personal information within the
meaning of California Civil Code section 1798.3, subdivision (a), or 1798.80, subdivision
(e). Personal Information does not include publicly available information that is lawfully
made available to the general public from federal, state, or local government records.
(G)"Privacy Practices Complaint" means a complaint received by the County relating to
the Contractor's (or any Authorized Person's) privacy practices, or alleging a Security
Breach. Such complaint shall have sufficient detail to enable the Contractor to promptly
investigate and take remedial action under this Exhibit C.
(H) "Security Safeguards" means physical, technical, administrative or organizational
security procedures and practices put in place by the Contractor (or any Authorized
Persons) that relate to the protection of the security, confidentiality, value, or integrity of
Personal Information. Security Safeguards shall satisfy the minimal requirements set
forth in section 3(C) of this Exhibit C.
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Exhibit C
(1) "Security Breach" means (i) any act or omission that compromises either the security,
confidentiality, value, or integrity of any Personal Information or the Security Safeguards,
or (ii) any unauthorized Use, Disclosure, or modification of, or any loss or destruction of,
or any corruption of or damage to, any Personal Information.
(J) "Use" or any derivative of that word means to receive, acquire, collect, apply,
manipulate, employ, process, transmit, disseminate, access, store, disclose, or dispose
of Personal Information.
2. Standard of Care
(A) The Contractor acknowledges that, in the course of its engagement by the County under
this Agreement, the Contractor, or any Authorized Persons, may Use Personal
Information only as permitted in this Agreement.
(B) The Contractor acknowledges that Personal Information is deemed to be confidential
information of, or owned by, the County (or persons from whom the County receives or
has received Personal Information) and is not confidential information of, or owned or by,
the Contractor, or any Authorized Persons. The Contractor further acknowledges that all
right, title, and interest in or to the Personal Information remains in the County (or
persons from whom the County receives or has received Personal Information)
regardless of the Contractor's, or any Authorized Person's, Use of that Personal
Information.
(C)The Contractor agrees and covenants in favor of the Country that the Contractor shall:
(i) keep and maintain all Personal Information in strict confidence, using such
degree of care under this section 2 as is reasonable and appropriate to avoid a
Security Breach;
(ii) Use Personal Information exclusively for the purposes for which the Personal
Information is made accessible to the Contractor pursuant to the terms of this
Exhibit C;
(iii) not Use, Disclose, sell, rent, license, or otherwise make available Personal
Information for the Contractor's own purposes or for the benefit of anyone other
than the County, without the County's express prior written consent, which the
County may give or withhold in its sole and absolute discretion; and
(iv) not, directly or indirectly, Disclose Personal Information to any person (an
"Unauthorized Third Party") other than Authorized Persons pursuant to this
Agreement, without the Director's express prior written consent.
(D) Notwithstanding the foregoing paragraph, in any case in which the Contractor believes it,
or any Authorized Person, is required to disclose Personal Information to government
regulatory authorities, or pursuant to a legal proceeding, or otherwise as may be
required by applicable law, Contractor shall (i) immediately notify the County of the
specific demand for, and legal authority for the disclosure, including providing County
with a copy of any notice, discovery demand, subpoena, or order, as applicable,
received by the Contractor, or any Authorized Person, from any government regulatory
authorities, or in relation to any legal proceeding, and (ii) promptly notify the County
C-2
Exhibit C
before such Personal Information is offered by the Contractor for such disclosure so that
the County may have sufficient time to obtain a court order or take any other action the
County may deem necessary to protect the Personal Information from such disclosure,
and the Contractor shall cooperate with the County to minimize the scope of such
disclosure of such Personal Information.
(E) The Contractor shall remain liable to the County for the actions and omissions of any
Unauthorized Third Party concerning its Use of such Personal Information as if they
were the Contractor's own actions and omissions.
3. Information Security
(A) The Contractor covenants, represents and warrants to the County that the Contractor's
Use of Personal Information under this Agreement does and will at all times comply with
all applicable federal, state, and local, privacy and data protection laws, as well as all
other applicable regulations and directives, including but not limited to California Civil
Code, Division 3, Part 4, Title 1.81 (beginning with section 1798.80), and the Song-
Beverly Credit Card Act of 1971 (California Civil Code, Division 3, Part 4, Title 1.3,
beginning with section 1747). If the Contractor Uses credit, debit or other payment
cardholder information, the Contractor shall at all times remain in compliance with the
Payment Card Industry Data Security Standard ("PCI DSS") requirements, including
remaining aware at all times of changes to the PCI DSS and promptly implementing and
maintaining all procedures and practices as may be necessary to remain in compliance
with the PCI DSS, in each case, at the Contractor's sole cost and expense.
(B) The Contractor covenants, represents and warrants to the County that, as of the
effective date of this Agreement, the Contractor has not received notice of any violation
of any privacy or data protection laws, as well as any other applicable regulations or
directives, and is not the subject of any pending legal action or investigation by, any
government regulatory authority regarding same.
(C)Without limiting the Contractor's obligations under section 3(A) of this Exhibit C, the
Contractor's (or Authorized Person's) Security Safeguards shall be no less rigorous than
accepted industry practices and, at a minimum, include the following:
(i) limiting Use of Personal Information strictly to the Contractor's and Authorized
Persons' technical and administrative personnel who are necessary for the
Contractor's, or Authorized Persons', Use of the Personal Information pursuant to
this Agreement;
(ii) ensuring that all of the Contractor's connectivity to County computing systems
will only be through the County's security gateways and firewalls, and only
through security procedures approved upon the express prior written consent of
the Director;
(iii) to the extent that they contain or provide access to Personal Information, (a)
securing business facilities, data centers, paper files, servers, back-up systems
and computing equipment, operating systems, and software applications,
including, but not limited to, all mobile devices and other equipment, operating
systems, and software applications with information storage capability; (b)
C-3
Exhibit C
employing adequate controls and data security measures, both internally and
externally, to protect (1) the Personal Information from potential loss or
misappropriation, or unauthorized Use, and (2) the County's operations from
disruption and abuse; (c) having and maintaining network, device application,
database and platform security; (d) maintaining authentication and access
controls within media, computing equipment, operating systems, and software
applications; and (e) installing and maintaining in all mobile, wireless, or
handheld devices a secure internet connection, having continuously updated
anti-virus software protection and a remote wipe feature always enabled, all of
which is subject to express prior written consent of the Director;
(iv) encrypting all Personal Information at advance encryption standards of Advanced
Encryption Standards (AES) of 128 bit or higher (a) stored on any mobile
devices, including but not limited to hard disks, portable storage devices, or
remote installation, or (b) transmitted over public or wireless networks (the
encrypted Personal Information must be subject to password or pass phrase, and
be stored on a secure server and transferred by means of a Virtual Private
Network (VPN) connection, or another type of secure connection, all of which is
subject to express prior written consent of the Director);
(v) strictly segregating Personal Information from all other information of the
Contractor, including any Authorized Person, or anyone with whom the
Contractor or any Authorized Person deals so that Personal Information is not
commingled with any other types of information;
(vi) having a patch management process including installation of all operating system
and software vendor security patches;
(vii) maintaining appropriate personnel security and integrity procedures and
practices, including, but not limited to, conducting background checks of
Authorized Employees consistent with applicable law; and
(viii) providing appropriate privacy and information security training to Authorized
Employees.
(D) During the term of each Authorized Employee's employment by the Contractor, the
Contractor shall cause such Authorized Employees to abide strictly by the Contractor's
obligations under this Exhibit C. The Contractor shall maintain a disciplinary process to
address any unauthorized Use of Personal Information by any Authorized Employees.
(E) The Contractor shall, in a secure manner, backup daily, or more frequently if it is the
Contractor's practice to do so more frequently, Personal Information received from the
County, and the County shall have immediate, real time access, at all times, to such
backups via a secure, remote access connection provided by the Contractor, through the
Internet.
(F) The Contractor shall provide the County with the name and contact information for each
Authorized Employee (including such Authorized Employee's work shift, and at least one
alternate Authorized Employee for each Authorized Employee during such work shift)
who shall serve as the County's primary security contact with the Contractor and shall be
C-4
Exhibit C
available to assist the County twenty-four (24) hours per day, seven (7) days per week
as a contact in resolving the Contractor's and any Authorized Persons' obligations
associated with a Security Breach or a Privacy Practices Complaint.
(G)The Contractor shall not knowingly include or authorize any Trojan Horse, back door,
time bomb, drop dead device, worm, virus, or other code of any kind that may disable,
erase, display any unauthorized message within, or otherwise impair any County
computing system, with or without the intent to cause harm.
4. Security Breach Procedures
(A) Immediately 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 numbers: (559) 600-5900, (559) 600-4645,
followed promptly by email at the following email addresses:
incidents(aNresnocountyca.gov, Probation Contracts(aD_fresnocountyca.gov,
ProbationAutomationAssistance(a�fresnocountyca.gov (which telephone number and
email address the County may 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
Information that has been, or is reasonably believed to have been, breached, including
but not limited to, compromised, or subjected to unauthorized Use, Disclosure, or
modification, or any loss or destruction, corruption, or damage.
(B) Immediately following the Contractor's notification to the County of a Security Breach, as
provided pursuant to section 4(A) of this Exhibit C, the Parties shall coordinate with each
other to investigate the Security Breach. The Contractor agrees to fully cooperate with
the County, including, without limitation:
(i) assisting the County in conducting any investigation;
(ii) providing the County with physical access to the facilities and operations
affected;
(iii) facilitating interviews with Authorized Persons and any of the Contractor's other
employees knowledgeable of the matter; and
(iv) making available all relevant records, logs, files, data reporting and other
materials required to comply with applicable law, regulation, industry standards,
or as otherwise reasonably required by the County.
To that end, the Contractor shall, with respect to a Security Breach, be solely
responsible, at its cost, for all notifications required by law and regulation, or deemed
reasonably necessary by the County, and the Contractor shall provide a written report of
the investigation and reporting required to the Director within 30 days after the
Contractor's discovery of the Security Breach.
(C) County shall promptly notify the Contractor of the Director's knowledge, or reasonable
belief, of any Privacy Practices Complaint, and upon the Contractor's receipt of that
notification, the Contractor shall promptly address such Privacy Practices Complaint,
C-5
Exhibit C
including taking any corrective action under this Exhibit C, all at the Contractor's sole
expense, in accordance with applicable privacy rights, laws, regulations and standards.
In the event the Contractor discovers a Security Breach, the Contractor shall treat the
Privacy Practices Complaint as a Security Breach. Within 24 hours of the Contractor's
receipt of notification of such Privacy Practices Complaint, the Contractor shall notify the
County whether the matter is a Security Breach, or otherwise has been corrected and
the manner of correction, or determined not to require corrective action and the reason
for that determination.
(D)The Contractor shall take prompt corrective action to respond to and remedy any
Security Breach and take mitigating actions, including but not limiting to, preventing any
reoccurrence of the Security Breach and correcting any deficiency in Security
Safeguards as a result of such incident, all at the Contractor's sole expense, in
accordance with applicable privacy rights, laws, regulations and standards. The
Contractor shall reimburse the County for all reasonable costs incurred by the County in
responding to, and mitigating damages caused by, any Security Breach, including all
costs of the County incurred relation to any litigation or other action described section
4(E) of this Exhibit C.
(E) The Contractor agrees to cooperate, at its sole expense, with the County in any litigation
or other action to protect the County's rights relating to Personal Information, including
the rights of persons from whom the County receives Personal Information.
5. Oversight of Security Compliance
(A) The Contractor shall have and maintain a written information security policy that
specifies Security Safeguards appropriate to the size and complexity of the Contractor's
operations and the nature and scope of its activities.
(B) Upon the County's written request, to confirm the Contractor's compliance with this
Exhibit C, as well as any applicable laws, regulations and industry standards, the
Contractor grants the County or, upon the County's election, a third party on the
County's behalf, permission to perform an assessment, audit, examination or review of
all controls in the Contractor's physical and technical environment in relation to all
Personal Information that is Used by the Contractor pursuant to this Agreement. The
Contractor shall fully cooperate with such assessment, audit or examination, as
applicable, by providing the County or the third party on the County's behalf, access to
all Authorized Employees and other knowledgeable personnel, physical premises,
documentation, infrastructure and application software that is Used by the Contractor for
Personal Information pursuant to this Agreement. In addition, the Contractor shall
provide the County with the results of any audit by or on behalf of the Contractor that
assesses the effectiveness of the Contractor's information security program as relevant
to the security and confidentiality of Personal Information Used by the Contractor or
Authorized Persons during the course of this Agreement under this Exhibit C.
(C)The Contractor shall ensure that all Authorized Persons who Use Personal Information
agree to the same restrictions and conditions in this Exhibit C that apply to the
Contractor with respect to such Personal Information by incorporating the relevant
provisions of these provisions into a valid and binding written agreement between the
C-6
Exhibit C
Contractor and such Authorized Persons, or amending any written agreements to
provide same.
6. Return or Destruction of Personal Information. Upon the termination of this Agreement,
the Contractor shall, and shall instruct all Authorized Persons to, promptly return to the County
all Personal Information, whether in written, electronic or other form or media, in its possession
or the possession of such Authorized Persons, in a machine readable form used by the County
at the time of such return, or upon the express prior written consent of the Director, securely
destroy all such Personal Information, and certify in writing to the County that such Personal
Information have been returned to the County or disposed of securely, as applicable. If the
Contractor is authorized to dispose of any such Personal Information, as provided in this Exhibit
C, such certification shall state the date, time, and manner (including standard) of disposal and
by whom, specifying the title of the individual. The Contractor shall comply with all reasonable
directions provided by the Director with respect to the return or disposal of Personal Information
and copies of Personal Information. If return or disposal of such Personal Information or copies
of Personal Information is not feasible, the Contractor shall notify the County according,
specifying the reason, and continue to extend the protections of this Exhibit C to all such
Personal Information and copies of Personal Information. The Contractor shall not retain any
copy of any Personal Information after returning or disposing of Personal Information as
required by this section 6. The Contractor's obligations under this section 6 survive the
termination of this Agreement and apply to all Personal Information that the Contractor retains if
return or disposal is not feasible and to all Personal Information that the Contractor may later
discover.
7. Equitable Relief. The Contractor acknowledges that any breach of its covenants or
obligations set forth in this Exhibit C may cause the County irreparable harm for which monetary
damages would not be adequate compensation and agrees that, in the event of such breach or
threatened breach, the County is entitled to seek equitable relief, including a restraining order,
injunctive relief, specific performance and any other relief that may be available from any court,
in addition to any other remedy to which the County may be entitled at law or in equity. Such
remedies shall not be deemed to be exclusive but shall be in addition to all other remedies
available to the County at law or in equity or under this Agreement.
8. Indemnity. The Contractor shall defend, indemnify and hold harmless the County, its
officers, employees, and agents, (each, a "County Indemnitee")from and against any and all
infringement of intellectual property including, but not limited to infringement of copyright,
trademark, and trade dress, invasion of privacy, information theft, and extortion, unauthorized
Use, Disclosure, or modification of, or any loss or destruction of, or any corruption of or damage
to, Personal Information, Security Breach response and remedy costs, credit monitoring
expenses, forfeitures, losses, damages, liabilities, deficiencies, actions, judgments, interest,
awards, fines and penalties (including regulatory fines and penalties), costs or expenses of
whatever kind, including attorneys' fees and costs, the cost of enforcing any right to
indemnification or defense under this Exhibit C and the cost of pursuing any insurance
providers, arising out of or resulting from any third party claim or action against any County
Indemnitee in relation to the Contractor's, its officers, employees, or agents, or any Authorized
Employee's or Authorized Person's, performance or failure to perform under this Exhibit C or
arising out of or resulting from the Contractor's failure to comply with any of its obligations under
this section 8. The provisions of this section 8 do not apply to the acts or omissions of the
C-7
Exhibit C
County. The provisions of this section 8 are cumulative to any other obligation of the Contractor
to, defend, indemnify, or hold harmless any County Indemnitee under this Agreement. The
provisions of this section 8 shall survive the termination of this Agreement.
9. Survival. The respective rights and obligations of the Contractor and the County as stated
in this Exhibit C shall survive the termination of this Agreement.
10. No Third Party Beneficiary. Nothing express or implied in the provisions of in this Exhibit C
is intended to confer, nor shall anything in this Exhibit C confer, upon any person other than the
County or the Contractor and their respective successors or assignees, any rights, remedies,
obligations or liabilities whatsoever.
11. No County Warranty. The County does not make any warranty or representation whether
any Personal Information in the Contractor's (or any Authorized Person's) possession or control
or Use by the Contractor (or any Authorized Person), pursuant to the terms of this Agreement is
or will be secure from unauthorized Use, or a Security Breach or Privacy Practices Complaint.
C-8
Exhibit D
1 Cost Summary Report
2 Net Revenue: (Amount Invoiced)
3
4 Cost of Services:
5 Dollars Percentage (%)
6 Total Salaries and Benefits Costs (A)
7 Total Operational Costs (B)
8 Overhead Indirect/Administrative Costs (C)
9 Total Cost of Services (A + B + C): 100%
10 Tentative Profit/(Loss) (Net Revenue—Total Cost of Services)
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
D-1
Exhibit E
1 Compensation
2 The Contractor shall be compensated for performance of its services under this
3 Agreement as provided in this Exhibit E. The Contractor is not entitled to any compensation
4 except as expressly provided in this Exhibit E.
5
Fee Schedule
6
Service Hourly Rate Hourly Rate Hourly Rate Hourly Rate Hourly Rate
7 Year 1 Year 2 Year 3 Year 4 Year 5
8 Mentoring $48 $50 $51 $53 $54
9 Services*
10
11 • Subsequent years after year one include a percent increase equal to the National
12 Consumer Price Index, not to exceed a maximum of 3%.
13 . Years four and five are additional 12-month period extensions, if satisfactory
14 performance standards are met by the Contractor.
15
16
17
18
19
20
21
22
23
24
25
26
27
28
E-1
Exhibit F
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from the Contractor or any third
parties, Contractor, at its sole expense, shall maintain in full force and effect the following
insurance policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsement to
this policy naming the County of Fresno, its officers, agents, employees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County
is excess only and not contributing with insurance provided under the Contractor's
policy.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
(C)Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
(E) Professional Liability. Professional liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million
Dollars ($3,000,000). If this is a claims-made policy, then (1)the retroactive date must
be prior to the date on which services began under this Agreement; (2)the Contractor
shall maintain the policy and provide to the County annual evidence of insurance for not
less than five years after completion of services under this Agreement; and (3) if the
policy is canceled or not renewed, and not replaced with another claims-made policy
with a retroactive date prior to the date on which services begin under this Agreement,
then the Contractor shall purchase extended reporting coverage on its claims-made
policy for a minimum of five years after completion of services under this Agreement.
(F) Molestation Liability. Sexual abuse/ molestation liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence, with an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
(G)All-Risk Property Insurance.
All-Risk Property Insurance with no coinsurance penalty provision in an amount that will
cover the total of County purchased and owned property in possession of Contractor(s)
and/or used in the execution of this Agreement.
(i) Coverage must include full replacement value.
(ii) Contractor must name the County as an Additional Loss Payee.
F-1
Exhibit F
(H) Cyber Liability. Cyber liability insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence. Coverage must include claims involving Cyber Risks. The
cyber liability policy must be endorsed to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited to
information or data) that is in the care, custody, or control of the Contractor.
Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security
Breach, which may include Disclosure of Personal Information to an Unauthorized Third
Party; (ii) data breach; (iii) breach of any of the Contractor's obligations under Exhibit C
of this Agreement; (iv) system failure; (v) data recovery; (vi) failure to timely disclose
data breach or Security Breach; (vii) failure to comply with privacy policy; (viii) payment
card liabilities and costs; (ix) infringement of intellectual property, including but not
limited to infringement of copyright, trademark, and trade dress; (x) invasion of privacy,
including release of private information; (xi) information theft; (xii) damage to or
destruction or alteration of electronic information; (xiii) cyber extortion; (xiv) extortion
related to the Contractor's obligations under this Agreement regarding electronic
information, including Personal Information; (xv)fraudulent instruction; (xvi) funds
transfer fraud; (xvii) telephone fraud; (xviii) network security; (xix) data breach response
costs, including Security Breach response costs; (xx) regulatory fines and penalties
related to the Contractor's obligations under this Agreement regarding electronic
information, including Personal Information; and (xxi) credit monitoring expenses.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement,
and at any time during the term of this Agreement as requested by the County's Risk
Manager or the County Administrative Office, the Contractor shall deliver, or cause its
broker or producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th
Floor, Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by
mail or email to the person identified to receive notices under this Agreement and
ProbationContracts@fresnocountyca.gov, certificates of insurance and endorsements
for all of the coverages required under this Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the
Contractor has waived its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
F-2
Exhibit F
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(iv) The professional liability insurance certificate, if it is a claims-made policy, must
also state the retroactive date of the policy, which must be prior to the date on
which services began under this Agreement.
(v) The cyber liability insurance certificate must also state that it is endorsed, and
include an endorsement, to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited
to information or data) that is in the care, custody, or control of the Contractor.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VI I.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
the insurer to provide to the County, written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
County not less than 10 days in advance of cancellation. For cancellation of the policy
for any other reason, and for any other change to the policy, the Contractor shall, or shall
cause the insurer to, provide written notice to the County not less than 30 days in
advance of cancellation or change. The County in its sole discretion may determine that
the failure of the Contractor or its insurer to timely provide a written notice required by
this paragraph is a breach of this Agreement.
(D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer
to deliver, to the County's Risk Manager certificates of insurance and endorsements for
all of the coverages that have such broader coverage, higher limits, or both, as required
under this Agreement.
(E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its
officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Contractor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Contractor's waiver of subrogation under this paragraph is effective
whether or not the Contractor obtains such an endorsement.
(F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
in effect at all times any insurance coverage required under this Agreement, the County
may, in addition to any other remedies it may have, suspend or terminate this
F-3
Exhibit F
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
and charge the cost of that coverage to the Contractor. The County may offset such
charges against any amounts owed by the County to the Contractor under this
Agreement.
(G)Subcontractors. The Contractor shall require and verify that all subcontractors used by
the Contractor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
the Contractor to provide services under this Agreement using subcontractors.
F-4
Exhibit G
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno ("County"), members of a
contractor's board of directors ("County Contractor"), must disclose any self-dealing transactions
that they are a party to while providing goods, performing services, or both for the County. A
self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in
which one or more of its directors has a material financial interest."
The definition above will be used for purposes of completing this disclosure form.
Instructions
(1) Enter board member's name, job title (if applicable), and date this disclosure is being
made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction;
and
b. The nature of the material financial interest in the Corporation's transaction that
the board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
G-1
Exhibit G
(1) Company Board Member Information:
Name: Date:
Job Title:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a
party to)
(4) Explain why this self-dealing transaction is consistent with the requirements of
Corporations Code § 5233 (a)
(5) Authorized Signature
Signature: Date:
G-2