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(RFP) - Terminal Operator Services for the Statewide Fingerprint ...

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<strong>RFP</strong> APPENDIX A, SAMPLE CONTRACT<br />

STATEWIDE FINGERPRINT IMAGING SYSTEM (SFIS) TERMINAL OPERATOR SERVICES<br />

staff any in<strong>for</strong>mation obtained through <strong>the</strong> County’s background<br />

investigation.<br />

7.4.3 County, in its sole discretion, may immediately deny or terminate<br />

facility access to any member of Contractor’s staff who does not<br />

pass such investigation to <strong>the</strong> satisfaction of <strong>the</strong> County, or<br />

whose background or conduct is incompatible with County facility<br />

access.<br />

7.4.4 Disqualification of any member of Contractor’s staff pursuant to<br />

this Subsection 7.4 shall not relieve Contractor of its obligation to<br />

complete all work in accordance with <strong>the</strong> terms and conditions of<br />

this Contract.<br />

7.5 Confidentiality<br />

7.5.1 Contractor shall maintain <strong>the</strong> confidentiality of all records and<br />

in<strong>for</strong>mation in accordance with all applicable Federal, State and<br />

local laws, rules, regulations, ordinances, directives, guidelines,<br />

policies and procedures relating to confidentiality, including,<br />

without limitation, County policies concerning in<strong>for</strong>mation<br />

technology security and <strong>the</strong> protection of confidential records and<br />

in<strong>for</strong>mation.<br />

7.5.2 Contractor shall indemnify, defend, and hold harmless County, its<br />

officers, employees, and agents from and against any and all<br />

claims, demands, damages, liabilities, losses, costs and<br />

expenses, including without limitation, defense costs and legal<br />

accounting and o<strong>the</strong>r expert, consulting, or professional fees,<br />

arising from, connected with, or related to any failure by<br />

Contractor, its officers, employees, agents, or subcontractors, to<br />

comply with this Subsection 7.5, as determined by County in its<br />

sole judgment. Any legal defense pursuant to Contractor’s<br />

indemnification obligations under this Subsection 7.5 shall be<br />

conducted by Contractor and per<strong>for</strong>med by counsel selected by<br />

Contractor and approved by County. Notwithstanding <strong>the</strong><br />

preceding sentence, County shall have <strong>the</strong> right to participate in<br />

any such defense at its sole cost and expense, except that in <strong>the</strong><br />

event Contractor fails to provide County with a full and adequate<br />

defense, as determined by County in its sole judgment, County<br />

shall be entitled to retain its own counsel, including, without<br />

limitation, County Counsel, and reimbursement from Contractor <strong>for</strong><br />

all such costs and expenses incurred by County in doing so.<br />

Contractor shall not have <strong>the</strong> right to enter into any settlement,<br />

agree to any injunction, or make any admission, in each case, on<br />

behalf of County without County’s prior written approval.<br />

69

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