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HomeMy WebLinkAboutP-25-599 FUSE Corps.pdf P-25-599 MASTER AGREEMENT BETWEEN THE COUNTY OF FRESNO COUNTY, CALIFORNIA AND FUSE CORPS,A CALIFORNIA NONPROFIT CORPORATION THIS MASTER AGREEMENT ("Agreement") is made and entered into by and between FUSE Corps, a California nonprofit corporation("FUSE")and the County of FRESNO, a political subdivision of the State of California("County"). RECITALS WHEREAS, FUSE is a nonprofit organization that operates an executive fellowship program dedicated to partnering with local governments and communities to more effectively address pressing challenges; and WHEREAS, FUSE recruits, hires as employees, and places highly experienced professionals in governmental entities (the"Executive Fellows"and each, an "Executive Fellow")who are enrolled in the FUSE Executive Fellowship Program (the "Program");and WHEREAS, in connection with the Program, pursuant to the terms of this Agreement, the County, may at its discretion accept the appointment of one or more FUSE Executive Fellows, in each case for the purpose of providing additional capacity in order to advance the goals of a specifically defined Executive Fellowship Project(the "Project"), in accordance with the terms and conditions of one or more individual placement agreements (each an"Individual Placement Agreement") in substantially the form attached hereto as Attachment 1; and. WHEREAS, it is the intent of the parties that the general terms and conditions set forth in this Master Agreement shall govern each Individual Placement Agreement between the County and FUSE as it relates to the County's participation in the Program; and NOW,THEREFORE, in consideration of the premises and mutual terms, covenants and conditions contained herein, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Term and Effective Date. The Term of this Agreement shall commence as of the date signed and expire on April 21, 2028, unless earlier terminated by the parties in accordance with the terms of this Agreement, (the"Term"). 2. Placement. Upon completion and execution of Individual Placement Agreements between FUSE and an authorized representative of the County, FUSE shall place Executive Fellows with the County in accordance with the terms of their respective Individual Placement Agreements, and the County shall accept such placements and agree to meet the requirements set forth therein. 3. Services. The services to be provided by FUSE under this agreement for each Executive Fellow that the County agrees to place are summarized in the corresponding Individual Placement Agreement(s). Page 1 P-25-599 FUSE CORPS P-25-599 4. Program Fee. For the specific project detailed in the Individual Placement Agreement included as Attachment#1, the County will pay a "Program Fee" of$20,000 to FUSE for one Executive Fellow,which reflects a discount from FUSE's standard Program Fee of$180,000 per fellow. Program Fees for any subsequent Individual Placement Agreements will be specified within those agreements. The Program Fee constitutes a flat-fee payment in exchange for the mutually agreed value of the services to be provided by FUSE and is not associated with any form of`time and materials' or `billable hours and direct costs' arrangement. The services to be provided by FUSE in exchange for the Program Fee are detailed in the Individual Placement Agreement, including a wide range of programmatic services provided by FUSE as well as the direct, day-to-day work of the Executive Fellow. These services include various pre-fellowship program activities conducted by FUSE over several months preceding the start date of the Executive Fellow, in addition to the services provided throughout the 12-month appointment period of the Executive Fellowship Project. 5. Payment Schedule. FUSE will submit invoices for the Program Fee to the financially responsible parties and according to the payment schedule detailed in the Individual Placement Agreement. 6. Executive Fellow Compensation. FUSE shall hire each Executive Fellow as an employee of FUSE, serve as the employer of record for each Executive Fellow, and provide for compensation and benefits to be provided to each Executive Fellow in exchange for services rendered under this Agreement and the corresponding Individual Placement Agreement. Should FUSE stop being the employer of record for any Executive Fellow during the term of this Agreement, this Agreement and the corresponding Individual Placement Agreement shall automatically terminate. Except as described in Section 9 with respect to reimbursement of expenses,the County shall not be required or permitted to pay any supplemental compensation or provide any other form of compensation to the Executive Fellow or FUSE at any time. 7. Fellowship and Administrative Support. Each Executive Fellow will be available to the County during the term of the appointment period with respect to the services described in the Individual Placement Agreement. The County shall provide each Executive Fellow with relevant background information and materials, introductions to key stakeholders as determined by the County, regular feedback related to the nature and progress of the project at all stages of the project, as well as guidance and administrative support necessary to carry out the project. 8. Workspace. The County agrees to provide each Executive Fellow with a dedicated workspace, telephone services or similar means of communication, a computer, internet access, security clearance as appropriate and necessary to access the designated workplace and computing systems, office supplies, and any other physical or information resources related to the performance of services described in the Individual Placement Agreement. In a virtual or hybrid work setting,the County will provide each Executive Fellow with the appropriate technology and access permissions required to carry out the project. 9. Expenses. During an Executive Fellow's appointment,the County, at its sole discretion, may authorize and pay for any reasonable project-related expenses incurred by the Executive Fellow in connection with the performance of services pursuant to the Individual Page 2 P-25-599 FUSE CORPS P-25-599 Placement Agreement including, without limitation, business expenses, travel expenses, and office supplies, all in accordance with the County's applicable policies and procedures. FUSE does not anticipate that an Executive Fellow will normally incur any reimbursable expenses in the performance of their services, unless it is deemed necessary to do so by representatives of the County. In that instance, representatives of the County shall approve reimbursable expenses in advance, in writing, at County's sole discretion and also determine a means by which to provide the Executive Fellow reimbursement within a reasonable time period for any approved expenses. Without limiting the forgoing, FUSE and the Executive Fellow shall not be required to incur any out-of-pocket expenses in connection with the performance of the services pursuant to the Individual Placement Agreement. 10. Proiect Extension. In the event that the County wishes to continue a project beyond the initial 12-month term of the original Executive Fellowship Project and subject to obtaining any necessary authority and the certification of funds, if necessary,then the County and FUSE may execute a written supplemental Individual Placement Agreement articulating the specific terms and conditions of an extension of the project(an"Extension") for an additional period of 12-months for an additional fee. All terms of this Agreement will be equally applicable to the Extension and the supplemental Individual Placement Agreement. 11. Early Termination of an Individual Placement Agreement. If the County elects, for any reason and at any time, to terminate an Executive Fellow's appointment pursuant to a signed Individual Placement Agreement, or if an Executive Fellow is unable, for any reason and at any time, to complete an appointment pursuant to a signed Individual Placement Agreement, then, notwithstanding any provision in the Individual Placement Agreement to the contrary, upon giving written notice to FUSE, the County may immediately terminate the appointment. The termination of an Individual Placement Agreement will not terminate nor have any impact on any of the terms within this overarching Master Agreement. 12. Repayment of Program Fee with Early Termination. In any instance where a signed Individual Placement Agreement is terminated prior to the term thereof, FUSE shall repay the COUNTY a portion of the Program Fee calculated pursuant to Section 13 of the Individual Placement Agreement attached hereto as Attachment 1. 13. Cooperation by the County. The County shall assist and cooperate with FUSE and all Executive Fellows in the performance of services in accordance with this Agreement and each Individual Placement Agreement. 14. No Employment Relationship; No Partnership. At all times relevant to this Agreement, the parties, and any affiliates thereof, shall remain contractors independent of one another, and neither party (including representatives and sponsors of that party,the Executive Fellow) shall be deemed an employee,joint venture, or partner of the other.Neither party has the authority to bind the other and no employee, agent, sponsor, nor other representative of either party shall at any time be deemed to be under the joint control or authority of the other party, or under the joint control of both parties.Neither party shall have the right to control the other party; however, FUSE and the County mutually agree as to the objectives and the scope of the placements, as set forth in this Agreement and the applicable Attachment. Each party shall be solely responsible for the payment of its own federal, state, and local income taxes, as well as Page 3 P-25-599 FUSE CORPS P-25-599 any Social Security ("FICA") and unemployment("FUTA") taxes that party may owe. FUSE and the Executive Fellow shall not be entitled to, and shall not seek any benefits made available to the County's employees, including, but not limited to: group health insurance (including dental,vision, and any other enhancements from time to time), disability insurance, group term life insurance,workers' compensation,participation in any retirement plan for the County's employees, a salary reduction plan for certain child care and medical care costs, or training programs. 15. Disclaimer of Warranties; Indemnity. (a) FUSE makes no warranties of any kind, including but not limited to services provided hereunder and under the Individual Placement Agreement, whether express, implied, statutory or otherwise. To the maximum extent permitted by law, FUSE disclaims all conditions, representations and warranties, whether express, implied, statutory or otherwise, with respect to the services provided hereunder and under the Individual Placement Agreement, including, without limitation, any implied warranty of merchantability, satisfactory quality or fitness for a particular purpose, or non-infringement of third-party rights. (b)FUSE shall defend, indemnify,protect and hold harmless the County and its officials, employees and agents (the"Indemnified Parties") against any and all liability, claims, demands, damage, loss, obligations, causes of action,proceedings, awards, fines,judgments, penalties, costs and expenses, including attorneys' fees, arising or alleged to have arisen, in whole or in part, out of or in connection with (1) FUSE's breach or failure to comply with any of its obligations contained in this Agreement, or(2) negligent or willful acts, errors, omissions or misrepresentations committed by FUSE, its officers, employees, subcontractors or agents in the performance (or failure to perform) of work or services under this Agreement(collectively "Claims" or individually"Claim"). If a court of competent jurisdiction determines that a Claim was caused by the sole gross negligence or willful misconduct of Indemnified Parties, FUSE Corps' costs of defense and indemnity shall be (1)reimbursed in full if the court determines sole gross negligence or willful misconduct by the Indemnified Parties, or (2) reduced by the percentage of gross negligence or willful misconduct attributed by the court to the Indemnified Parties. The provisions of this Section shall survive the expiration or termination of this Agreement. In no event shall FUSE be liable to County,whether in contract or in tort or under any other legal theory for, loss or interruption of use, lost time, lost money, lost profits or good- will, lost or damaged data or similar economic loss, or for any indirect, special, incidental, consequential,punitive, or similar damages, whether or not such damages are foreseen, arising out of or in connection with the performance or non-performance of this Agreement. The County may conduct or participate in its own defense without affecting FUSE'S obligation to indemnify and hold harmless or defend the County. 16. Miscellaneous. (a) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns.Neither of the parties hereto shall assign its rights nor delegate its duties hereunder without the prior written consent of the other party. Page 4 P-25-599 FUSE CORPS P-25-599 (b) All notices hereunder shall be in writing and delivered in a manner described in this subsection. Such notices shall be deemed to have been given either: (i) when personally delivered; (ii) three (3) business days after mailing,postage prepaid, by certified mail; (iii) when delivered (and receipted for) by an overnight delivery service; or when first sent by email, telex, or other means of instantaneous communication provided such communication is promptly confirmed by personal delivery, mail or an overnight delivery service as provided above, addressed in each case to the principal place of business of the recipient. Either party may change the address for the giving of notices and communications to it by written notice to the other party in conformity with the foregoing. (c) The representatives of the respective parties authorized to administer this Agreement, and to whom formal notices, demands, and communications shall be given are as follows: (i) The representative of the County shall, unless otherwise stated in an Individual Placement Agreement, be: Name: Joe Prado Title: Interim Director Address: 1221 Fulton Street Fresno, CA. 93721 Phone: (559) 600-6409 Email: Jprado a,fresnocounlyca.aov (ii) The representative of FUSE shall be: James Weinberg Chief Executive Officer One Embarcadero Center, Unit 26070 San Francisco, CA 94126 Phone: (855) 687-9905 Email: info@fusecorps.org (d) No failure of any party to insist on strict compliance with any provision of this Agreement shall be deemed a waiver of such provision.No waiver by any party hereto of any breach or anticipated breach of any provision hereof by any other party shall be deemed a waiver of any other contemporaneous,preceding or succeeding breach or anticipated breach, whether or not similar, on the part of the same or any other party. (e) This Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof, and this Agreement contains the sole and entire agreement among the parties with respect to the matters covered hereby. This Agreement shall not be altered or amended except by an instrument in writing signed by the parties hereto. (f) The headings as to contents of particular sections or paragraphs of this Agreement are inserted for convenience of reference only and shall not be construed as a part of this Agreement. Page 5 P-25-599 FUSE CORPS P-25-599 (g) This Agreement shall be enforced and interpreted under the laws of the State of California without regard to conflict of law principles. (i) In any action arising out of this Agreement, FUSE consents to personal jurisdiction, and agrees to bring all such actions, in state or federal courts located in Fresno County. (ii) If any part, term or provision of this Agreement is held void, illegal, unenforceable, or in conflict with any law of a federal, state or local government having jurisdiction over this Agreement, the validity of the remaining parts,terms or provisions of the Agreement shall not be affected thereby. (h) FUSE is acting hereunder as an independent contractor and not as an agent or employee of the County. FUSE shall not represent or otherwise hold out itself or any of its Executive Fellows, directors, officers,partners, employees, or agents to be an agent or employee of the County. (i) FUSE represents and warrants that, to its knowledge, FUSE's performance of its obligations under this Agreement does not infringe upon any third party's intellectual property rights, including, without limitation,patents, copyrights,trademarks,trade secrets, rights of publicity and proprietary information. 17. Master Agreement Termination. (a) The County and FUSE may each terminate this Master Agreement for convenience at any time by giving thirty (30) days written notice to either party. The County shall pay FUSE its reasonable and allowable costs incurred through the effective date of termination and those reasonable and necessary costs incurred by FUSE to affect such termination. (b) If FUSE fails to perform any of the provisions of this Agreement or so fails to make progress as to endanger timely performance of this Agreement, the County may give FUSE written notice of such default. If FUSE does not cure such default or provide a plan to cure such default which is acceptable to the County within five (5) days, then the County may terminate this Agreement due to FUSE's breach of this Agreement. (c) If a federal or state proceeding for relief of debtors is undertaken by or against FUSE, or if FUSE makes an assignment for the benefit of creditors,then the County may immediately terminate this Agreement. (d) If FUSE engages in any dishonest conduct related to the performance or administration of this Agreement or violates the County's lobbying policies, then the County may immediately terminate this Agreement. (e) In the event this Agreement is terminated or expires, then any and all Individual Placement Agreement(s) shall automatically terminate. All finished or unfinished documents and materials produced or procured under this Agreement or an Individual Placement Agreement, including all intellectual property rights thereto, shall become the County's property Page 6 P-25-599 FUSE CORPS P-25-599 upon date of such termination. FUSE agrees to execute any documents necessary for the County to perfect, memorialize, or record the County's ownership of rights provided herein. If, after notice of termination of this Agreement under the provisions of this section, it is determined for any reason that FUSE was not in default under the provisions of this section, or that the default was excusable under the terms of this Agreement,the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to (a) above. (f) The rights and remedies of the County provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. 18. Ownership and License. (a) Unless otherwise provided for herein, all Work Products originated and prepared by FUSE for the County, its Executive Fellows or its subcontractors under this Agreement for the County shall be and remain the exclusive property of the County. "Work Products"are all works,tangible or not, created under this Agreement including,without limitation, documents, material, data, reports, manuals, specifications, artwork, drawings, sketches, computer programs and databases, schematics,photographs, video and audiovisual recordings, sound recordings, marks, logos, graphic designs, notes,websites, domain names, inventions,processes, formulas matters and combinations thereof, and all forms of intellectual property. FUSE hereby assigns, and agrees to assign, all goodwill, copyright, trademark,patent, trade secret and all other intellectual property rights worldwide in any Work Products originated and prepared by FUSE, its Executive Fellows or its subcontractors for the County under this Agreement. FUSE further agrees to execute any documents reasonably necessary for the County to perfect, memorialize, or record the County's ownership of rights provided herein. (b) FUSE, its Executive Fellows, and its subcontractors shall not provide or disclose any Work Product to any third party without prior written consent of the County. (c) Any subcontract entered into by FUSE relating to this Agreement,to the extent allowed hereunder, shall include a like provision for work to be performed under this Agreement to contractually bind or otherwise oblige its subcontractors performing work under this Agreement such that the County's ownership and license rights of all Work Products are preserved and protected as intended herein. 19. Insurance—Required Policies. Without limiting the County's right to obtain indemnification from FUSE or any third parties, FUSE, 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. FUSE 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 Page 7 P-25-599 FUSE CORPS P-25-599 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 FUSE'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) FUSE 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 FUSE shall purchase extended reporting coverage on its claims-made policy for a minimum of five years after completion of services under this Agreement. (f) Cyber Liability. Cyber liability insurance with limits of not less than Two Million Dollars ($2,000,000)per occurrence. Coverage must include claims involving Cyber Risks. The cyber liability policy must be endorsed to cover the full replacement value of damage to, alteration of, loss of, or destruction of intangible property (including but not limited to information or data)that is in the care, custody, or control of FUSE. 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 A—Data Security 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 Page 8 P-25-599 FUSE CORPS P-25-599 Additional Requirements (a) Verification of Coverage. Within 30 days after FUSE 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, FUSE shall deliver, or cause its broker or producer to deliver,to the County of Fresno,Department of Public Health, P.O. Box 11867, Fresno, California 93775, Attention: Contracts Section—6th Floor, or email, DPHContracts@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) FUSE has waived its right to recover from the County, its officers, agents, employees, and volunteers any amounts paid under any insurance policy required by this Agreement and that waiver does not invalidate the insurance policy. (ii) The commercial general liability insurance certificate must also state,and include an endorsement,that the County of Fresno, its officers, agents, employees, and volunteers, individually and collectively, are additional insureds insofar as the operations under this Agreement are concerned. The commercial general liability insurance certificate must also state that the coverage shall apply as primary insurance and any other insurance, or self- insurance, maintained by the County shall be excess only and not contributing with insurance provided under FUSE'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 FUSE. (b) Acceptability of Insurers. All insurance policies required under this Agreement must be issued by admitted insurers licensed to do business in the State of California and possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no less than A: VII. (c) Notice of Cancellation or Change. For each insurance policy required under this Agreement, FUSE 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 Page 9 P-25-599 FUSE CORPS P-25-599 this paragraph. For cancellation of the policy for nonpayment of premium, FUSE 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, FUSE 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 FUSE 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 FUSE 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, FUSE 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. FUSE 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. FUSE is solely responsible to obtain any policy endorsement that may be necessary to accomplish that waiver, but FUSE'S waiver of subrogation under this paragraph is effective whether or not FUSE obtains such an endorsement. (f) County's Remedy for FUSE'S Failure to Maintain. If FUSE fails to keep in effect at all times any insurance coverage required under this Agreement,the County may, in addition to any other remedies it may have, suspend or terminate this Agreement upon the occurrence of that failure, or purchase such insurance coverage, and charge the cost of that coverage to FUSE. The County may offset such charges against any amounts owed by the County to FUSE under this Agreement. (g) Subcontractors. FUSE shall require and verify that all subcontractors used by FUSE to provide services under this Agreement maintain insurance meeting all insurance requirements provided in this Agreement. This paragraph does not authorize FUSE to provide services under this Agreement using subcontractors. 20. Americans With Disabilities Act. FUSE and the County hereby certify that each will comply with the Americans with Disabilities Act, 42 U.S.C. §§ 12101 et seq., and its implementing regulations. FUSE and the County will provide reasonable accommodations to allow qualified individuals with disabilities to have access to and to participate in its programs, services and activities in accordance with the provisions of the Americans with Disabilities Act. Neither FUSE nor the County will discriminate against persons with disabilities nor against persons due to their relationship to or association with a person with a disability. Any subcontract entered into by FUSE, relating to this Agreement, to the extent allowed hereunder, shall be subject to the provisions of this paragraph. 21. Confidentiality. All services performed by FUSE under this Agreement shall be in strict conformance with all applicable Federal, State of California and/or local laws and regulations relating to confidentiality. Page 10 P-25-599 FUSE CORPS P-25-599 22. Entire Agreement. (a) This Agreement contains the full and complete Agreement between the parties, inclusive of this Agreement and the following attachments and exhibits hereto: Attachment 1: Individual Placement Agreement (b) This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which taken together shall constitute one and the same instrument. (c) In the event of any inconsistency between the provisions in the body of this Agreement and the attachments and exhibits hereto,the provisions in this Agreement shall prevail. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the Effective Date. FUSE CORPS COUNTY OF FRESNO Digitally _ Riley Blackbu nigned by Riley B ��' � Blackburn e:2025.11.24 11:30:01 y: By: Da' Name: James Weinberg Name: Riley Blackburn Title: Chief Executive Officer Title: Purchasing Manager Date: Nov 14,2025 Date: November 24,2025 Page 11 P-25-599 FUSE CORPS P-25-599 Attachment 1 FUSE CORPS INDIVIDUAL PLACEMENT AGREEMENT This Individual Placement Agreement is made and entered into this Nov 24 _, 2025 (the "IPA Effective Date"), by and between FUSE Corps, a California non-profit public benefit corporation ("FUSE") and the County of Fresno, a political subdivision of the State of California ("County") for the purpose of Designing a Countywide Framework to Optimize Public Health Investments. 1. General Terms and Conditions The Department of Public Health with the County of Fresno ("Host Agency") and FUSE Corps ("FUSE") acknowledge that the terms and conditions of the Master Agreement, executed Nov 24 _, 2025, by and between the County of Fresno and FUSE(the "Master Agreement") apply to and are a part of this Individual Placement Agreement. In the event of any conflict between the Master Agreement and this Individual Placement Agreement, the Master Agreement shall govern. 2. Agreement Term. The Term of this Individual Placement Agreement shall commence on the IPA Effective Date and expire on April 23, 2027, unless earlier terminated by the parties in accordance with the terms of this Agreement, (the"IPA Term"). 3. Period of Services. Within the IPA Term, it is anticipated that the Executive Fellow's first day of performing services at the Host Agency will be Monday, May 4, 2026, and that the Executive Fellow's final day of performing services at the Host Agency will be Friday, April 23, 2027, (the Executive Fellow's "Period of Service"). 4. Services to be Provided—Part A—Services Before the Fellowship. The following presents a representative summary of the services that FUSE will provide prior to the start of the Executive Fellows' Period of Service: (a) Project Development: Convene meetings with Host Agency officials to identify project priorities. Clarify project idea through in-depth interviews with host agency officials and any relevant community-based stakeholders recommended by the agency who will be integral to the project's success. Compose a draft scope of work("Project Description")for review by the host agency. Conduct rounds of edits as needed to finalize approval of the Project Description. (b) Recruitment: Conduct a local and national candidate search, cultivating applicants from various job boards, associations, and networks. Respond to inquiries from interested applicants seeking additional information. Manage an online application portal and a candidate management system. Page 1 P-25-599 FUSE CORPS P-25-599 (c) Screening: Review applications to determine the most appropriate next steps for each candidate. Conduct an initial phone interview with candidates deemed to be most promising for the role. Conduct an additional follow-up video-interview with candidates deemed strong enough to reach the semi-finalist round. (d) Selection: FUSE staff will select up to three finalists for each project from the candidate pool based on their assessment of the individuals whose skills and experience are most closely aligned with the role's requirements. Collect electronic references on those individuals from current and former employers, clients, or colleagues. Help coordinate logistics for finalist interviews with host agency officials and any other designated local stakeholders. (e) On-Boarding: Hire the selected individual as an employee of FUSE Corps who will be dedicated to the specified project. Communicate with both the Executive Fellow and the Host Agency officials in the weeks leading up to the start of the program year to help prepare all parties for a successful fellowship. (f) Orientation: Organize and facilitate a national orientation for all new Executive Fellows beginning at the same time of year within a designated fellowship cohort. Design and execute a robust array of training designed to prepare the Executive Fellow for their year of service, introducing them to the program's various tools and techniques, building peer-to- peer connections to help create an interactive community of practice among all Executive Fellows and alumni. FUSE will cover all costs and expenses for Executive Fellow to participate in orientation week. 5. Services to be Provided—Part B—Services During the Fellowship. The following presents a representative summary of the services that FUSE will provide during the Executive Fellows' Period of Services: (a) Coaching: Provide the Executive Fellow with the option of an executive coach who will be available to work one-on-one with the Executive Fellow throughout the year. (b) On-Going Support: Organize and facilitate seminar calls hosted by staff, alumni, industry experts, and others to provide ongoing development and skill building opportunities. Host an online communication platform to allow Executive Fellows to regularly ask questions of peers and FUSE staff as they pursue project goals. (c) Project Refinement: Schedule a call with the Executive Fellow, host agency officials, and FUSE staff within the first three months of the project to assess the extent to which any changes may be necessary to the Project Description and its designated goals. Conduct an additional call around the midpoint of the project to assess progress achieved to date and revisit plans for maximizing impact during the remaining six-months of the project. (d) Mid-Year Gathering: Organize and facilitate a national mid-year gathering for all Executive Fellows within a given cohort. This training is designed to review progress achieved and lessons learned to date, clarify plans for increasing impact during the second half of the fellowship year, build plans for sustaining the impact of the project following the conclusion of the fellowship, and continue to foster interactive community of practice among all current Page 2 P-25-599 FUSE CORPS P-25-599 Executive Fellows and alumni. FUSE will cover all costs and expenses for the Executive Fellow to participate in the mid-year gathering. (e) Status Checks: Check-in with Executive Fellows and host agency officials periodically throughout the term of the fellowship to ensure that the fellowship is on track to achieve its stated goals; conduct a formal survey of Executive Fellows and host agency officials at both the mid-year point and at the end of the fellowship year to determine progress achieved and lessons learned to date. (f) Employment Management: Provide for payroll and benefit administration and all other responsibilities associated with the Executive's Fellow's status as a full-time employee of FUSE. 6. Services to be Provided—Part C—Fellowship Proiect Details. Improving the effectiveness and equity of public health services such as maternal and child health programs is essential to advancing community well-being and ensuring that all residents benefit from quality care. In Fresno County, CA,while individual families who receive county services frequently experience positive outcomes,these results often fail to translate into broader,population-level improvements. For instance,African American residents continue to experience the highest rates of infant mortality and preterm births, and Latino and Southeast Asian families, who represent a growing share of births, continue to have limited access to culturally responsive services. At the same time, ongoing reductions in federal and state public health funding have forced the Department of Public Health (DPH)to make difficult decisions about how to allocate limited resources. A clear understanding of which investments deliver the strongest returns is vital for Fresno to reduce health burden and improve health outcomes for its most vulnerable populations. To address this challenge, Fresno County DPH has strengthened its data collection systems, refined charting processes, and built capacity to link financial data with health outcomes. The department maintains strong fiscal tracking tools and is working to improve its ability to analyze the relationship between public health spending and community impact. Further, DPH is collaborating with the California Department of Public Health (CDPH) and the University of California, Merced to identify best practices for measuring the return on investment(ROI) of its public health programs such as how the county can balance professional and paraprofessional staffing(e.g., nurses vs. health education staff) to serve more families effectively. However, no standardized ROI methodology currently exists in California. This lack of replicable framework limits the ability of counties to evaluate program performance, compare service models, or make data-driven decisions about resource allocation. Fresno County will partner with FUSE to design and pilot a countywide ROI methodology that improves the efficiency and impact of health services delivery. The FUSE Executive Fellow will: conduct a comprehensive listening tour and Page 3 P-25-599 FUSE CORPS P-25-599 landscape analysis of existing program and financial data; review best practices and literature on public health ROI models; collaborate with stakeholders to develop a robust ROI framework; and pilot test the model to assess cost- effectiveness, outcomes, and scalability. Ultimately, this work will enable Fresno County to allocate resources more strategically, strengthen accountability, and expand access to high-quality public health services. By establishing a replicable methodology, the county will also help set a precedent for data-driven decision- making that can improve health outcomes and promote greater healthcare access across California. Beginning in May 2026, the FUSE Executive Fellow will partner with the Fresno County Department of Public Health(DPH)to develop and pilot a data-driven methodology that measures the return on investment(ROI) of public health programs. The fellow will begin by conducting a comprehensive listening tour with internal and external stakeholders such as DPH leadership and staff,the California Department of Public Health (CDPH), the University of California, Merced, and other local partners. These conversations will capture insights into current health service delivery models, data management systems, and financial processes,as well as identify barriers that limit the department's ability to evaluate the cost- effectiveness of its programs. The fellow will conduct a detailed landscape analysis of Fresno County's program and financial data,with a focus on maternal and child health services. They will also review best practices from other jurisdictions that have implemented ROI methodologies for public health and related sectors. The fellow will then develop a set of specific project goals and deliverables for DPH and CDPH leadership to review and approve before continuing with the next phase of the fellowship. Using these collected insights, the fellow will design and test a comprehensive ROI framework that connects financial investments with population health outcomes. The fellow will work closely with DPH's finance, data analytics,and program evaluation teams to create models that assess the effectiveness of different service delivery structures, such as the use of nurses versus health education staff. The fellow will collaborate with UC Merced researchers and CDPH partners to ensure that the framework is scientifically sound, scalable, and aligned with statewide evaluation standards. As time allows,the fellow will execute pilot tests of the model to assess cost-effectiveness, outcomes, and scalability. The fellow will deliver a validated ROI methodology, an analytical toolkit, and a set of actionable recommendations for how Fresno County can integrate ROI analysis into its budget planning and resource allocation processes. This will include identifying and refining key metrics for measuring impact, including preterm birth rates, infant mortality, and other population health indicators,with a focus on scaling to health burdened populations. Throughout this process, the Page 4 P-25-599 FUSE CORPS P-25-599 fellow will facilitate knowledge-sharing sessions and capacity-building workshops with DPH staff to strengthen their ability to use ROI tools for ongoing performance monitoring and data-informed decision-making. The fellow will produce a final comprehensive report detailing findings, methodologies, and data templates, as well as a five-year cost-benefit analysis of key public health programs. To ensure sustainability, the fellow will develop a training and implementation plan that enables DPH staff to maintain and adapt the framework across other divisions. Ultimately, this project will equip Fresno County with a powerful, evidence-based tool to improve fiscal efficiency, strengthen accountability, and promote equitable health outcomes across all communities. By April 2027, the Executive Fellow will have produced the following: • Developed Countywide ROI Methodology and Framework—Designed and piloted a comprehensive return-on-investment(ROI) model that links Fresno County's public health expenditures to measurable outcomes such as birth outcomes, infant mortality, and service reach,providing a standardized approach to evaluate cost-effectiveness. • Created Analytical Toolkit and Data Templates—Built practical tools, dashboards, and templates that enable DPH staff to integrate financial and programmatic data, conduct ongoing ROI analyses, and apply results to inform budget planning and resource allocation decisions. • Produced Strategic Recommendations for Policy and Resource Allocation —Delivered actionable recommendations for how Fresno County can apply ROI findings to guide future funding priorities, staffing structures, and program design to promote fiscal accountability and addressing health burdened populations. • Completed Five-Year Cost-Benefit Analysis Report—Conducted an in- depth evaluation of maternal and child health programs, assessing cost drivers,population impacts, and opportunities to improve service efficiency and reach more families countywide. • Established Capacity-Building and Sustainability Plan—Developed a training and implementation roadmap to institutionalize ROI practices within DPH, ensuring that staff can maintain, adapt, and expand the framework across other divisions beyond the fellowship period. Page 5 P-25-599 FUSE CORPS P-25-599 7. Host Agency Management. The Host Agency will designate two specific employees of the County to play the following roles: (a) Executive Sponsor: An Executive Sponsor is generally a senior official of the County and/or the host agency's leadership team. This individual should be a visible champion for the project within the host agency and should help ensure that the project achieves its full potential for impact. The Executive Sponsor is the ultimate decision-maker with regard to the project and will have final approval over the project's key deliverables. The designated Executive Sponsor for this project will be: Joe Prado, Interim Director, Fresno County Department of Public Health (b) Project Supervisor: The Project Supervisor is the day-to-day driver of the project and will work directly with the Executive Fellow to ensure that regular progress toward goals is being achieved. This individual will introduce the Executive Fellow to key stakeholders as appropriate, help resolve any misalignments between stakeholders that may arise, help develop strategies to overcome any obstacles to progress. The designated Project Supervisor for this project will be: TBD 8. Workspace. Refer to the Master Agreement. 9. Expenses. Refer to the Master Agreement. 10. Executive Fellow's Compensation. Refer to the Master Agreement. 11. Program Fee. Refer to the Master Agreement. 12. Agreement to Pay; Payment Schedule. By executing this Individual Placement Agreement, the Host Agency, as represented by the signatory below, hereby notifies FUSE that the Host Agency has appropriated sufficient funds, received necessary internal approvals, and taken all other necessary steps to process invoices and remit payment of the Program Fee directly to FUSE within 45-days of receiving an invoice and in accordance with the schedule below. (a) First Pam. $10,000 will be due payable on May 1, 2026. (b) Second Pam. $10,000 will be due payable on November 1, 2026. 13. Early Termination. In addition to and in no way limiting the termination provisions in the Master Agreement,the Host Agency may elect to terminate this project and this Individual Placement Agreement for any reason and at any time by providing written notification transmitted by electronic mail, including the effective date of the project's termination to two FUSE leadership team members: Vice President of Programs, Della Williams, at dw ill iams a,fusecorps.org, and President& COO,Nancy Gage, at naagegfusecorps.org. FUSE will work with the Host Agency to plan and execute all of the required steps associated with the early termination of a project, including appropriate communication with the Executive Fellow, who is an employee of FUSE. The Host Agency should NOT communicate in any way with the Executive Fellow about a proposed project termination before first communicating with the FUSE leaders noted above. FUSE may also elect to terminate this project for any reason and at any time, and will provide written notification by electronic mail to the Executive Sponsor and to Page 6 P-25-599 FUSE CORPS P-25-599 the Project Supervisor. In the event of an early termination, the financial terms governing repayment of the Program Fee are as follows: (a) Termination Prior to the Executive Fellow's First Day. If the County terminates this Individual Placement Agreement and the effective date of termination occurs after the signing of this Individual Placement Agreement and prior to the Executive Fellow's first day of providing service at the County, then the County will be entitled to repayment of payments made and release from further payments up to a total of$16,000. The parties acknowledge and agree that$4,000 of the Program Fee represents a non-refundable amount,with this portion of the fee being associated, among other things, with FUSE's various pre-fellowship program services, such as project scoping, executive search, candidate screening and selection, on-boarding preparation, new Executive Fellow orientation and training week, and FUSE having reserved one of a limited number of places for the designated Project within a cohort of fixed size. (b) Termination After the Executive Fellow's First Day. If the effective date of a termination occurs after an Executive Fellow's first day of service at the County and prior to the agreed-upon final day of the Executive Fellow's appointment as specified in the applicable Individual Placement Agreement("IPA Term"), then reimbursement may be sought at a pro- rated amount up to $1,333 per month for each full month that the Executive Fellow did not complete within their appointment, counting back chronologically from the designated final day of the appointment. 14. Billine Details. Invoices will be sent through electronic mail to the following Public Health Business Office and Staff Analyst email address. The Staff Analyst will be asked to send back a reply confirming receipt of each invoice. The billing contact for this Individual Placement Agreement will be: Agency: Department of Public Health Business Office; and, Name: Aphivanh Xayavath Title: Staff Analyst Email: dphboap@fresnocountyca.gov and aayavath@fresnocountyca.gov Phone: (559) 600-6335 Page 7 P-25-599 FUSE CORPS P-25-599 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the Effective Date. FUSE CORPS: COUNTY OF FRESNO: _ Riley Digitally signed by Riley Blackburn By: c � By: Blackburn Date:2025.11.24 11:30:30 -08'00' Name: James Weinberg Name: Riley Blackburn Title: Chief Executive Officer Title: Purchasing Manager Nov 14,2025 Date: Date: November 24, 2025 Page 8 P-25-599 FUSE CORPS S26 Fresno County DPH Master Agreement and IPA Final 11 . 14.2025 Final Audit Report 2025-11-14 Created: 2025-11-14 By: Leticia Steward(Isteward@fusecorps.org) Status: Signed Transaction ID: CBJCHBCAABAAazlbmbb-CFtXrWjGC315yg5M5_p-ihNq "S26 Fresno County DPH Master Agreement and IPA Final 11 .1 4.2025" History 5 Document created by Leticia Steward (Isteward@fusecorps.org) 2025-11-14-10:40:29 PM GMT Document emailed to James Weinberg (fames@fusecorps.org)for signature 2025-11-14-10:40:34 PM GMT Email viewed by James Weinberg Qames@fusecorps.org) 2025-11-14-11:33:48 PM GMT bo Document e-signed by James Weinberg (fames@fusecorps.org) Signature Date:2025-11-14-11:38:11 PM GMT-Time Source:server Agreement completed. 2025-11-14-11:38:11 PM GMT Adobe Acrobat Sign P-25-599 Exhibit A Data Security 1. Definitions Capitalized terms used in this Exhibit A 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 A. (C)"Director" means the County's Director of the Department of Public Health or his or her designee. (D)"Disclose" or any derivative of that word means to disclose, release, transfer, disseminate, or otherwise provide access to or communicate all or any part of any Personal Information orally, in writing, or by electronic or any other means to any person. (E) "Person" means any natural person, corporation, partnership, limited liability company, firm, or association. (F) "Personal Information" means any and 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 A. (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 A. A-1 P-25-599 FUSE CORPS P-25-599 Exhibit A Data Security (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 A; (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 A-2 P-25-599 FUSE CORPS P-25-599 Exhibit A Data Security 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 A, 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) A-3 P-25-599 FUSE CORPS P-25-599 Exhibit A Data Security 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 A. 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 A-4 P-25-599 FUSE CORPS P-25-599 Exhibit A Data Security available to assist the County twenty-four(24) hours per day, seven (7) days per week as a contact in resolving the Contractor's and any Authorized Persons' obligations associated with a Security Breach or a Privacy Practices Complaint. (G)The Contractor shall not knowingly include or authorize any Trojan Horse, back door, 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 number, followed promptly by email at the following email address: (559) 600-8900 / incidents@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 A, 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, including taking any corrective action under this Exhibit A, all at the Contractor's sole expense, in accordance with applicable privacy rights, laws, regulations and standards. A-5 P-25-599 FUSE CORPS P-25-599 Exhibit A Data Security In the event the Contractor discovers a Security Breach, the Contractor shall treat the Privacy Practices Complaint as a Security Breach. Within 24 hours of the Contractor's receipt of notification of such Privacy Practices 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 A. (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 A, 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 A. (C)The Contractor shall ensure that all Authorized Persons who Use Personal Information agree to the same restrictions and conditions in this Exhibit A. that apply to the Contractor with respect to such Personal Information by incorporating the relevant provisions of these provisions into a valid and binding written agreement between the Contractor and such Authorized Persons, or amending any written agreements to provide same. A-6 P-25-599 FUSE CORPS P-25-599 Exhibit A Data Security 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 A, 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 A 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 A 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 A 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 A or arising out of or resulting from the Contractor's failure to comply with any of its obligations under this section 8. The provisions of this section 8 do not apply to the acts or omissions of the County. The provisions of this section 8 are cumulative to any other obligation of the Contractor to, defend, indemnify, or hold harmless any County Indemnitee under this Agreement. The provisions of this section 8 shall survive the termination of this Agreement. A-7 P-25-599 FUSE CORPS P-25-599 Exhibit A Data Security 9. Survival. The respective rights and obligations of the Contractor and the County as stated in this Exhibit A shall survive the termination of this Agreement. 10. No Third Party Beneficiary. Nothing express or implied in the provisions of in this Exhibit A is intended to confer, nor shall anything in this Exhibit A 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. A-8 P-25-599 FUSE CORPS