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HomeMy WebLinkAboutP-21-038 Agreement Jackson Hertogs LLP.pdf333 W. Pontiac Way, Clovis, CA 93612 / (559) 600-7110 * The County of Fresno is an Equal Employment Opportunity Employer * County of Fresno INTERNAL SERVICES DEPARTMENT Facilities • Fleet • Graphics • Purchasing • Security • Technology PROCUREMENT AGREEMENT Agreement Number P-21-038 February 9, 2021 Jackson & Hertogs LLP 909 Montgomery Street, Suite 200 San Francisco, CA 94133 The County of Fresno (County) hereby contracts with Jackson & Hertogs LLP (Contractor) to provide immigration legal services in accordance with the text of this agreement, Attachment A, and Attachment B by this reference made a part hereof. TERM: This Agreement shall become effective February 10, 2021 and shall remain in effect through June 30, 2021. EXTENSION: This Agreement may be extended for one (1) additional year period by the mutual written consent of all parties. MINIMUM ORDERS: Unless stated otherwise there shall be no minimum order quantity. The County reserves the right to increase or decrease orders or quantities. CONTRACTOR'S SERVICES: Contractor shall perform the services as described in Attachment A and B attached. ORDERS: Orders will be placed on an as-needed basis by the Fresno County Department of Public Health under this contract. PRICES: Prices shall be firm for the contract period. Any pricing changes which may take place during the life of the contract must be submitted in writing to the County of Fresno Purchasing Manager and received no less than thirty (30) days prior to becoming effective. MAXIMUM: In no event shall services performed and/or fees paid under this Agreement be in excess of Six Thousand Five Hundred Dollars ($6500.00). ADDITIONAL ITEMS: The County reserves the right to negotiate additional items to this Agreement as deemed necessary. Such additions shall be made in writing and signed by both parties. DELIVERY: The F.O.B. Point shall be the destination within the County of Fresno. All orders shall be delivered complete as specified. All orders placed before Agreement expiration shall be honored under the terms and conditions of this Agreement. DEFAULT: In case of default by Contractor, the County may procure the articles/services from another source and may recover the loss occasioned thereby from any unpaid balance due the Contractor or by any other legal means available to the County. The prices paid by County shall be considered the prevailing PROCUREMENT AGREEMENT NUMBER: P-21-038 Page 2 Jackson & Hertogs LLP February 9, 2021 HTTPS://FRESNOCOUNTY-MY.SHAREPOINT.COM/PERSONAL/STERRY_FRESNOCOUNTYCA_GOV/DOCUMENTS/DOCUMENTS/P-21-038 JACKSON HERTOGS DPH CONTRACT (003).DOCX market price at the time such purchase is made. Inspection of deliveries or offers for delivery, which do not meet specifications, will be at the expense of Contractor. INVOICING: An itemized invoice in duplicate shall be mailed to requesting County department in accordance with invoicing instructions included in each order referencing this Agreement. The Agreement number must appear on all shipping documents and invoices. Invoice terms shall be Net 45 Days. INVOICE TERMS: Net forty-five (45) days from the receipt of invoice. TERMINATION: The County reserves the right to immediately terminate this Agreement upon written notice to the Contractor. In the event of such termination, the Contractor shall be paid for satisfactory services or supplies provided to the date of termination. LAWS AND REGULATIONS: The Contractor shall comply with all laws, rules and regulations whether they be Federal, State or municipal, which may be applicable to Contractor's business, equipment and personnel engaged in service covered by this Agreement. AUDITS AND RETENTION: Terms and conditions set forth in the agreement associated with the purchased goods are incorporated herein by reference. In addition, the Contractor shall maintain in good and legible condition all books, documents, papers, data files and other records related to its performance under this contract. Such records shall be complete and available to Fresno County, the State of California, the federal government or their duly authorized representatives for the purpose of audit, examination, or copying during the term of the contract and for a period of at least three years following the County's final payment under the contract or until conclusion of any pending matter (e.g., litigation or audit), whichever is later. Such records must be retained in the manner described above until all pending matters are closed. LIABILITY: The Contractor agrees to: Pay all claims for damage to property in any manner arising from Contractor's operations under this Agreement. Indemnify, save and hold harmless, and at County's request defend the County, its officers, agents and employees from any and all claims for damage or other liability, including costs, expenses (including attorney’s fees and costs), causes of action, claims or judgments resulting out of or in any way connected with Contractor's performance or failure to perform by Contractor, its agents, officers or employees under this Agreement, and from any and all costs and expenses (including attorney’s fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm or corporation who may be injured or damaged by the performance, or failure to perform, of Contractor, its officers, agents, or employees under this Agreement. INSURANCE: Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers Agreement (JPA) throughout the term of the Agreement: A. Commercial General Liability: Commercial General Liability Insurance with limits of not less than Two Million Dollars ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This policy shall be issued on a per occurrence basis. County may require specific coverage including completed operations, product liability, contractual liability, Explosion-Collapse- Underground, fire legal liability or any other liability insurance deemed necessary because of the nature of the contract. B. Automobile Liability: Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto used in connection with this Agreement. C. Professional Liability: If Contractor employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate. PROCUREMENT AGREEMENT NUMBER: P-21-038 Page 3 Jackson & Hertogs LLP February 9, 2021 HTTPS://FRESNOCOUNTY-MY.SHAREPOINT.COM/PERSONAL/STERRY_FRESNOCOUNTYCA_GOV/DOCUMENTS/DOCUMENTS/P-21-038 JACKSON HERTOGS DPH CONTRACT (003).DOCX D. Attorney Malpractice Liability: In addition to its obligations set forth hereinabove, Contractor agrees that it shall maintain, at its sole expense, in full force and effect for a period of three (3) years following the termination of this Agreement a policy of professional liability insurance with limits of coverage of not less than One Million Dollars ($1,000,000.00) per claim made, with a Three Million Dollars ($3,000,000.00) policy aggregate; provided, however, in the event that Contractor shall maintain, at its sole expense, in full force and effect extended claims reporting coverage insurance in lieu thereof in the amount of not less than One Million Dollars ($1,000,000.00) per claim made, with a Three Million Dollars ($3,000,000.00) policy aggregate. E. Worker's Compensation: A policy of Worker's Compensation insurance as may be required by the California Labor Code. Additional Requirements Relating to Insurance: Contractor shall obtain endorsements to the Commercial General Liability insurance naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees shall be excess only and not contributing with insurance provided under Contractor's policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written notice given to County. Contractor hereby waives its right to recover from County, its officers, agents, and employees any amounts paid by the policy of worker’s compensation insurance required by this Agreement. Contractor is solely responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of subrogation, but Contractor’s waiver of subrogation under this paragraph is effective whether or not Contractor obtains such an endorsement. Within Thirty (30) days from the date Contractor signs and executes this Agreement, Contractor shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as required herein, to the County of Fresno, Department of Public Health, Roberta Bynum, at rbynum@fresnocountyca.gov, stating that such insurance coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that such Commercial General Liability insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned; that such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees, shall be excess only and not contributing with insurance provided under Contractor's policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty (30) days advance, written notice given to County. In the event Contractor fails to keep in effect at all times insurance coverage as herein provided, the County may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such event. All policies shall be with admitted insurers licensed to do business in the State of California. Insurance purchased shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or better. COMING ON COUNTY PROPERTY TO DO WORK: Contractor agrees to provide maintain and furnish proof of Comprehensive General Liability Insurance with limits of not less than $500,000 per occurrence. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by Contractor under this Agreement, it is mutually understood and agreed that Contractor, including any and all of Contractor's officers, agents, and employees will at all times be acting and performing as an independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee, joint venturer, partner, or associate of the County. Furthermore, County shall have no right to control or supervise or direct the manner or method by which Contractor shall perform its work and function. However, County PROCUREMENT AGREEMENT NUMBER: P-21-038 Page 4 Jackson & Hertogs LLP February 9, 2021 HTTPS://FRESNOCOUNTY-MY.SHAREPOINT.COM/PERSONAL/STERRY_FRESNOCOUNTYCA_GOV/DOCUMENTS/DOCUMENTS/P-21-038 JACKSON HERTOGS DPH CONTRACT (003).DOCX shall retain the right to administer this Agreement so as to verify that Contractor is performing its obligations in accordance with the terms and conditions thereof. Contractor and County shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. Because of its status as an independent contractor, Contractor shall have absolutely no right to employment rights and benefits available to County employees. Contractor shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, Contractor shall be solely responsible and save County harmless from all matters relating to payment of Contractor's employees, including compliance with Social Security, withholding, and all other regulations governing such matters. It is acknowledged that during the term of this Agreement, Contractor may be providing services to others unrelated to the County or to this Agreement. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under this Agreement without the written consent of the other party. AMENDMENTS: This Agreement constitutes the entire Agreement between the Contractor and the County with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, Request for Proposals, Bids and understandings of any nature whatsoever unless expressly included in this Agreement. This Agreement supersedes any and all terms set forth in Contractor's invoice. This Agreement may be amended only by written addendum signed by both parties. INCONSISTENCIES: In the event of any inconsistency in interpreting the documents which constitute this Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority: (1) the text of this Agreement (excluding Attachment A and B, (2) Attachment A, (3) Attachment B. GOVERNING LAWS: This Agreement shall be construed, interpreted and enforced under the laws of the State of California. Venue for any action shall only be in County of Fresno. ELECTRONIC SIGNATURES: The parties agree that this Agreement may be executed by electronic signature as provided in this section. A. An “electronic signature” means any symbol or process intended by an individual signing this Agreement to represent their signature, including but not limited to (1) a digital signature; (2) a faxed version of an original handwritten signature; or (3) an electronically scanned and transmitted (for example by PDF document) of a handwritten signature. B. Each electronic signature affixed or attached to this Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of that person. C. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). D. Each party using a digital signature represents that it has undertaken and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1) through (5), and agrees that each other party may rely upon that representation. This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means and either party may sign this Agreement with an original handwritten signature. PROCUREMENT AGREEMENT NUMBER: P-21-038 Page 5 Jackson & Hertogs LLP February 9, 2021 HTTPS://FRESNOCOUNTY-MY.SHAREPOINT.COM/PERSONAL/STERRY_FRESNOCOUNTYCA_GOV/DOCUMENTS/DOCUMENTS/P-21-038 JACKSON HERTOGS DPH CONTRACT (003).DOCX Please acknowledge your acceptance by returning all pages of this Agreement to my office via email or USPS. Please refer any inquiries in this matter to Louann Jones at 559.600.7118 or ljones@fresnocountyca.gov. FOR THE COUNTY OF FRESNO Gary E. Cornuelle Purchasing Manager 333 W. Pontiac Way Clovis, CA 93612 GEC:LJ PROCUREMENT AGREEMENT NUMBER: P-21-038 Page 6 Jackson & Hertogs LLP February 9, 2021 HTTPS://FRESNOCOUNTY-MY.SHAREPOINT.COM/PERSONAL/STERRY_FRESNOCOUNTYCA_GOV/DOCUMENTS/DOCUMENTS/P-21-038 JACKSON HERTOGS DPH CONTRACT (003).DOCX CONTRACTOR TO COMPLETE: Company: Type of Entity: Individual Limited Liability Company Sole Proprietorship Limited Liability Partnership Corporation General Partnership Address City State Zip TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS Print Name & Title: Print Name & Title: Signature: Signature: ACCOUNTING USE ONLY ORG No.: 56201019 Account No.: 7295 Requisition No.: 5622100664 (01/2020 January 25, 2021 Gary Cornuelle Via email to: gcornuelle@fresnocountyca.gov Purchasing Manager County of Fresno – Department of Public Health 1221 Fulton Street Fresno, CA 93721 Re: Representation Agreement for immigration benefits services for County of Fresno Dear Gary: This letter will provide you with additional information regarding Jackson & Hertogs LLP as well as the services we provide and the attorney client relationship that you will be entering. This letter describes our representation. We attach at Appendix A our current fee structure. About Jackson & Hertogs Jackson & Hertogs specializes exclusively in immigration law with an emphasis in corporate immigration. We represent companies throughout California and the United States. Please see our website for more information regarding our attorneys and areas of specialization. We ensure our clients meet their U.S. staffing needs as quickly as possible by filing appropriate petitions with U.S. Citizenship and Immigration Services (USCIS) and the U.S. Department of Labor (DOL). We also take an active role in educating our clients on legal developments, providing news of regulatory and statutory changes as soon as we learn of them. With significant changes taking place on a daily basis, we believe this information helps our clients better plan their human resource strategies. We maintain an extensive website, www.jackson-hertogs.com, which is updated frequently and has news items as well as details regarding many of the immigration processes and classifications which impact U.S. employers. In addition to our website, we also offer webinars on various immigration topics. We are also available to meet with you and your management staff as needed. Jackson & Hertogs offers “eStatus”, our on-line database system whereby human resources and foreign national employees can access their files 24/7. This comprehensive on-line case status system will also notify you of the availability of on-line questionnaires and provide both you and your employees with more information, and provide you with capabilities such as running and accessing reports. eStatus also offers a secure repository for employee information, documents and forms. Attorney Fees We typically quote a fee range that depends upon the complexity of the case. Please refer to the attached fee schedule which outlines fees by case type. Additional fees maybe charged if there are complications or problems such as a Request for Evidence, or if the employee has a criminal record, visa violation/overstay, etc. These additional fees are determined on a case-by-case basis. That said, we typically bill nonimmigrant visa type cases in one installment when the case is accepted for processing. Permanent resident cases are generally billed in multiple installments. Global visa case fees include our minimum coordination fee, and the fees for our foreign immigration service provider’s work, where applicable. Fees and any costs advanced on behalf of a client are payable in full when billed, whether or not Jackson & Hertogs is successful in its efforts. While we maintain an excellent track record of approvals, due to unpredictability in adjudications and changes in agency policies, we cannot assure or guarantee success. Our fees are earned by providing our best efforts on your behalf. Installment payments, if any, are provided for the convenience of our clients and a client’s failure to promptly pay any request for payment called for in this agreement will permit us, after notice, to terminate representation. If work is terminated before reaching a particular stage of the case, some or all of the stated fees may be due based on the value and amount of time devoted to the case. As a convenience for our clients, bills PROCUREMENT AGREEMENT NUMBER: P-21-038 Jackson Hertogs LLC February 9, 2021 may be paid by ACH transfer. Advance payments are held in our trust account as per California Bar rules. In addition, hourly, unanticipated, or additional work, such as numerous consultations on travel issues, or inquiries with government agencies due to security checks will be tracked in 10 minute increments and billed at the hourly rates set forth in the attached fee schedule. Our attorney fees for a process also typically do not include representation of children over 21, or married children, representation at U.S. Consular visa interviews, or appeals or requests for review from any adverse decision including, but not limited to DOL or USCIS denials, any other unfavorable decision, or any other unanticipated additional work. Our global services generally do not include accompanying employees to a foreign government agency or foreign consulate in connection with obtaining foreign work authorization or a business visa. If we agree to undertake such an appearance, appeal, request for review, or additional work, such representation will be under the hourly terms described in this Agreement, or a new fee agreement will be made. At times, we may find it necessary to have a contract attorney to provide legal services and/or appear before government agencies on behalf of our clients. For example, we may require the services of a foreign immigration service provider who is an attorney, or need an opinion letter on immigration consequences of crime, or arrange for replacement for any Jackson & Hertogs attorney unable to attend an immigration interview, etc. This agreement specifically allows us to retain such outside legal services, to disclose information and securely share documents regarding our representation (including copies of petitions/applications and any other documents pertinent to the particular matter), and to bill for the fees incurred. For many corporate-sponsored cases where we have an on-going representation agreement, the firm will start work prior to any money being received. This is a courtesy to corporate clients that we extend. If a corporate client’s account with our office becomes overdue, at our discretion, we may discontinue this courtesy and require payment before services are rendered. Filing fees are rarely advanced on behalf of corporate clients and we encourage corporate clients to either provide filing fee checks made payable to the appropriate U.S. government agency, or deposit funds into the firm’s trust account. In the rare event that we advance filing fees on behalf of a client, those fees are immediately due and payable as that is a pre-payment of cash advanced for the benefit of a client. If a client fails to immediately reimburse us for cash fronted on its behalf, filing fees will not be advanced on future cases. Invoices are due and payable upon issuance. We reserve the right to charge an interest fee of 10% on invoices that are older than 60 days. The attorney fees outlined in this letter and attached fee schedule will continue to be valid at least through the end of the calendar year in which this agreement is drafted. We typically send updated representation agreements to corporate clients on an annual or biannual basis. However, we reserve the right to make adjustments to an existing fee schedule if there are changes in the law or government procedures that dictate such revisions. You will be notified of such an event. Also, please note that current agency filing fees can be changed at any time by the government; any filing fees list is provided as a courtesy. Other Terms of Representation Statement Regarding Dual Representation and Confidentiality As attorneys practicing employment based immigration law, we are typically engaged in dual representation of both an employer and its foreign national employee/candidate (and dependent(s) if any). This dual representation is solely for the limited purpose of representing both the employer and the employee in obtaining nonimmigrant employment authorization and/or U.S. permanent residency on behalf of the employee. At times, this also includes representing the employee’s family members limited to derivative status as nonimmigrants or processing for permanent resident status with ancillary employment and travel authorization. Jackson & Hertogs’ representation for any and all cases extends only to seeking the mutual objective of the clients to remain in compliance with immigration laws and regulations, and gain immigration benefits, and it does not include other objectives. Dual representation will be provided to both the company and its represented employee for as long as the interests of all parties remain congruent. PROCUREMENT AGREEMENT NUMBER: P-21-038 Jackson Hertogs LLC February 9, 2021 Because of this dual representation, immigration related information gained from an employer is shared with its employees and vice versa, and we have no obligation of confidentiality between an employer and its employees. Jackson & Hertogs is not required to disclose information that is not necessary to representing both parties, such as private corporate financial information or employee criminal record information that is not relevant to/does not affect immigration status or processing. We will ensure that the foreign national understands that dual representation does not require Jackson & Hertogs to disclose confidential payroll or recruitment data (including hiring statistics), nor any other non-public information the employer wishes to keep confidential, within reasonable lawful limits. Also, in the event of a dispute between the parties, communications between either party and/or our firm may not be subject to a claim of privilege, and we cannot represent either party in litigation. Note that this concept of dual representation of the employer and employee does not extend to situations where the employer pays the legal and/or filing fees for a family- based application (e.g., adjustment to permanent resident status based on marriage to a U.S. citizen); in these circumstances, the employer is not a client in the matter despite the payment legal services. In some situations, a potential conflict of interest will arise. If a potential conflict develops, in the absence of informed written consent and unless the firm determines it can fulfill its professional responsibilities to both clients, a law firm can no longer represent both parties, and must notify both parties (e.g., the employer and the foreign national employee) of the possible or actual adverse consequences of continuing the dual representation, and withdraw from representing both parties in their mutual matter. It is possible however for clients to waive certain conflicts of interest, and per California bar rules, specifically identified potential conflicts can be waived in advance. One of the most frequent potential conflicts of interest situations in employment-based immigration involves termination of employment. An employer’s desire to discuss possible terminations or Reductions in Force (RIF) does not raise a potential conflict, but identifying specific foreign nationals who will be terminated does raise a potential conflict; as such, while our attorneys are available to discuss the consequences of termination on various nonimmigrant statuses, Jackson & Hertogs requests that we not be notified of the identity of specific foreign nationals to be terminated until they are concurrently notified. Similarly, a foreign national employee’s desire to discuss possible termination does not raise a potential conflict, but stating a specific plan to terminate employment does raise a potential conflict; in that situation, Jackson & Hertogs recommends that the employee arrange for an independent consultation with a competent immigration attorney outside our firm. From time to time, Jackson & Hertogs becomes aware of an employee’s intent to terminate employment only by virtue of that employee’s acceptance of a position with another employer client with whom we also have a pre-existing relationship or with a company that seeks to engage our services. In this situation, no confidential information regarding the prior employer or employment is used in the petition by the subsequent employer. This agreement incorporates your confirmation and advance informed consent that so long as there is nothing in dispute regarding wages or compliance with the terms and conditions of your company’s employment, and we determine that we can fulfill our professional responsibilities to both clients, we may undertake new, separate representation on a change of employment petition without your additional notice and consent. If an actual conflict arises beyond the change in employment, we will withdraw from representing all parties. If you become aware of an actual conflict beyond the change in employment (e.g., dispute regarding wages or other compliance issues), please advise us immediately. In cases where the dually represented parties (e.g., the employer and employee) do not consent to continued representation in a conflict of interest situation (e.g., termination involving dispute), or even if they do consent, but Jackson & Hertogs does not believe we can fulfill our professional responsibilities to both, we must resign from the case. Should that happen, Jackson & Hertogs will either advise the employer and its employees to seek independent counsel, or where we have a pre-existing and continuing general representation of an employer, we will withdraw from representing an employee after giving reasonable notice. Electronic Mail and Other Communications We recognize that we need to be alert to the need to preserve the confidentiality of our communications with you. However, both parties need to recognize the fact that all means of communication are, to some degree, susceptible to loss, delay or interception and some can cause the loss of the attorney-client privilege. It also may be lawful in certain PROCUREMENT AGREEMENT NUMBER: P-21-038 Jackson Hertogs LLC February 9, 2021 circumstances for a government authority to intercept telephone calls.1 Although it is unlawful to willfully intercept cellular phone calls, there is a risk that those calls could be intercepted. We therefore recommend that you use caution when communicating with our attorneys by cellular phone. If there is a particularly sensitive matter, we recommend you avoid discussing it on a cellular phone. While it is unlawful to willfully intercept cordless phone calls, such phone calls could be accidentally intercepted (by such devices as baby crib monitors in your neighbor’s house). We therefore also recommend that you not use cordless telephones when talking with our attorneys, since there is a risk that you will be deemed to have waived the attorney-client communication privilege in regard to cordless telephone calls. We regularly receive and send Internet e-mail communications. However, the Internet is an uncontrolled and insecure public network of computers. As discussed above, the Patriot Act may authorize the government in certain circumstances to intercept e-mails. Messages also can get lost, be delayed or delivered to the wrong person, or become tainted with a virus or other problem. Accordingly, please do not send us any sensitive or confidential information via e-mail, unless you are willing to accept the risk that the information might inadvertently become public. If you request that we not use e-mail to communicate with you, we will honor that request. As an alternative to Internet e-mail, you may communicate with us by posting secure messages and uploading documents via your online eStatus account. We can also work with you to determine whether other steps can be taken to enhance the security of our communications. For global work authorizations, information provided to Jackson & Hertogs will be transmitted to local immigration service providers and/or made available to the relevant government and immigration authorities for the purposes of evaluating and processing a work authorization request. Data Protection and Privacy While Jackson & Hertogs is a U.S. corporation, we strive to comply with the spirit of the European Union’s General Data Protection Regulation (GDPR) in relation to protecting the privacy of Data shared with and/or collected by our firm, for EU nationals covered by GDPR. Our current Privacy Policy is available on our website at https://www.jackson- hertogs.com/privacy/ and is incorporated into this agreement; please note that we may update this policy from time to time. Retention of Services of Vendors and Service Providers For some case matters, it will be necessary to engage services for translations, credential evaluations, expert opinion letters or similar activity. This will involve our providing personal data and documents to these vendors. In addition, we routinely engage the services of advertisement agencies, visa application services and courier services on behalf of our clients. We take measures to ensure that the privacy and confidentiality of the data shared is maintained and we vet our service providers. Generally, we will engage these services on behalf of our clients and the client is responsible for the additional fees. Mediation and Arbitration Any controversy arising out of the performance of this Agreement or regarding the interpretation of this Agreement is subject to a good faith effort at resolution through mediation before any petition for arbitration may be filed. Mediation is a process in which the parties attempt to resolve a dispute by submitting it to an impartial, neutral mediator who is authorized to facilitate the resolution of the dispute, but who is not empowered to impose a settlement on the parties. The mediation fee, if any, shall be divided equally between the parties involved. The parties agree to limit the admissibility in any subsequent arbitration of anything said, any admissions made, and any documents prepared, in the course of mediation, consistent with Evidence Code Sections 1115 et seq. If any dispute arises between us as to any fees and/or costs charged under this agreement, we will provide you with written notice of your right to arbitrate as required by the California State Bar Act. We may thereafter agree that arbitration will be binding or that the dispute will be ultimately resolved by another form of dispute resolution. Any other 1 Under U.S. law, the USA Patriot Act allows tracking and interception of communications. Similar laws may exist for various countries and therefore you should be prepared that communications may be intercepted. PROCUREMENT AGREEMENT NUMBER: P-21-038 Jackson Hertogs LLC February 9, 2021 dispute arising under this agreement or in connection with the provision of legal services by us, including any claim for breach of contract, professional negligence or breach of fiduciary duty, shall be resolved by binding arbitration before a single arbitrator at the Judicial Arbitration and Mediation Service/Endispute Service (“JAMS”) at San Francisco, California, in accordance with JAMS rules. NOTICE: You agree to have any dispute arising out of the matters included in this “arbitration of disputes” provision decided by neutral arbitration as provided by California Law and give up any rights you might possess to have any dispute litigated in a court or jury trial. You give up your judicial rights to appeal, unless such rights are specifically included in the “arbitration of disputes” provision. If any party refuses to submit to arbitration after agreeing to this provision, such party may be compelled to arbitrate under the authority of the California Code of Civil Procedure. Your agreement to this arbitration provision is voluntary. You acknowledge that before signing this agreement and agreeing to binding arbitration, you are entitled, and have been given a reasonable opportunity, to seek the advice of independent counsel. Note Regarding Export Control Laws The laws of export control are expansive, complex and separate from laws governing immigration. However, be advised that among the export control laws there is one rule that may touch upon the hiring of foreign nationals; the so-called “deemed export” rule. Under this rule, a company in the United States which hires a foreign national to work with certain technologies covered by the export control rules may be required to obtain an export license prior to hiring the foreign national or prior to allowing the foreign national to work with certain covered technologies. Department of Commerce guidance regarding “deemed” expert rules can be found at http://www.bis.doc.gov/index.php/policy- guidance/deemed-exports. Only a small minority of foreign hires working in the United States will require an export control license. Determining whether a foreign national is subject to the “deemed export” rule is not always obvious, given the complexity and fluidity of the federal government’s rules. Jackson & Hertogs works in close contact with a law firm specializing in export control laws on these matters. As a result, please note that Jackson & Hertogs will only perform a review, or render an opinion as to whether a particular foreign national is subject to the deemed export rule upon a direct request from a client, and clients will be billed for this research and advice. Termination of Representation A client may discharge us any time by written notice that will be effective when received. Unless specifically agreed, we will provide no further services and advance no further costs or expenses on a client’s behalf after receipt of the notice. If Jackson & Hertogs has notified a government agency that we are a client’s attorneys of record, we may notify the agency of our withdrawal. It is then the client’s responsibility to arrange for a substitution of counsel. Notwithstanding the discharge, a client remains obligated to pay our attorney fees and reimburse us for all costs and expenses advanced before the discharge. Our firm may withdraw representation at any time as permitted under the Rules of Professional Conduct of the State Bar of California. The circumstances which permit such withdrawal include, but are not limited to, the following: (a) the client consents, (b) the client’s conduct (such as failure to communicate or provide necessary information) renders it unreasonably difficult to effectively represent the client, and (c) the client fails to make payments. Notwithstanding any such withdrawal, a client remains obligated to pay our attorney fees and reimburse us for all costs and expenses advanced before the withdrawal. Client’s Duty to Notify Our clients have an affirmative duty to notify us of changes of address and other contact information as well as any changes regarding the viability of the case. These include changes in corporate identity or structure, location, financial ability to pay the offered wage for a sponsored position, or the existence of any reductions in force/layoffs for our corporate clients. For individual clients, such changes include changes of employment, marital or family status. Upon closing of an immigration file with our office, Jackson & Hertogs will provide notification to individual foreign national clients of file closure, and retain the file for a minimum of six (6) years from the date on which the file is closed PROCUREMENT AGREEMENT NUMBER: P-21-038 Jackson Hertogs LLC February 9, 2021 in our office. After the six (6) year time period has elapsed, we will destroy the file without additional notice to the client. Release of Files Because much of our representation involves a dual representation agreement, we usually cannot simply release the physical file to either party. In most cases, providing clients with a copy of the file upon termination of representation is not necessary. All original documents in our possession are either submitted with applications to government agencies or are returned to the appropriate client before closing the file. Similarly, our procedures require that a copy of the file (i.e., all applications or petitions) is provided to our clients upon filing or adjudication of an immigration benefits application. Specifically, copies of all documents provided by clients, or petitions/applications filed on behalf of clients, are available for download in our secure eStatus database (with an exception for company confidential documents submitted with petitions/applications, which are redacted from foreign national employee copies of filings). Thus, any request for a copy of a file will, in almost all instances, be a request for an additional copy of the file. Note that any materials prepared by the firm, which were neither submitted to the government agency nor provided to the client (i.e., internal memoranda or correspondence, etc.) will be deemed privileged attorney work product and exempt from disclosure. All the same, we will provide an additional copy of all materials provided by the client and/or any materials submitted to the government, upon request. If you require additional copies of a portion or all of a file during the six (6) year retention period, we reserve the right to charge you for these copies at the rate of $0.25 per photocopied page – or, if you prefer scanned copies sent via e-mail, $0.10 per scanned page – together with a flat administrative charge of $25.00 associated with the retrieval, segregation and photocopying of the documents requested. This rate may change at any time without notice. This information is also provided to each employee when the employee’s file is closed. We will not provide our former clients (including employees whose files are closed in our office) with additional notice of our intention to destroy a file when the six-year file retention time period has ended. Rather, it is our former clients’ obligation to notify our office in advance of that date, if an additional copy of all or a portion of a file is required. We request that the appropriate company representative sign where indicated below to confirm your agreement with the fees and other terms of representation as stated, and that you return a copy to our office. Please contact me if there are any questions. Sincerely, Ilana J. Drummond Attorney at Law Encl: Fee Schedule (Appendix A) PROCUREMENT AGREEMENT NUMBER: P-21-038 Jackson Hertogs LLC February 9, 2021 PROCUREMENT AGREEMENT NUMBER: P-21-038 Jackson Hertogs LLC February 9, 2021 2021 Fee Schedule Page 1 of 3 Jackson & Hertogs LLP | 909 Montgomery Street, Suite 200, San Francisco, CA 94133 | 415.986.4559 | www.jackson-hertogs.com B8311.00 r20 Type of Service Legal fees General Nonimmigrant Visa Fees DS Forms for Consular Visa Stamp Application $810 Consultation or Employment Verification Letter for Consular Visa Stamp Application $500 Correction of I-94 at local CBP Field Office $750 via fax/email; $1,000 in person Application for replacement I-94 to USCIS $750 Withdraw LCA $125 B-1 Visitor B-1 or Visa Waiver (VB) Support Letter $810 B-1 / B-2 Change of status, Extension of status $1,410 E-1 / E-2 (Treaty Trader/Investor) Application E-1 / E-2 Company Registration (incl. 1st applicant) $6,200 E-1 / E-2 Petition or Renewal (Individual, preregistered co.) $2,300 E-1 / E-2 Extension Company Registration $3,600 E-1 / E-2 Spouse or Child Dependent Application/Biometrics Tracking $450 if filed with Principal / $800 if separate (each additional applicant $100) E-1 / E-2 Dependent Work Authorization $650 F-1 Student Analysis of employment authorization under CPT or OPT and I-9 guidance $400 Application for initial OPT authorization $560 Application for STEM OPT I-765 extension. Includes development of new and/or modification of existing training plan and guidance on I-20 update. $1,400 Change of employer STEM (no Form I-765 required). Includes training plan and guidance on I-20 update. $1,100 H-1B (Specialty Worker) Petition H-1B Cap Registration with specialty occupation analysis and SOC and wage determination $1,000 H-1B Cap Registration with specialty occupation analysis and SOC and wage determination (Late/Rush) $1,500 H-1B Cap Subject Petition Filing including LCA after selection (J&H registration with SOC) $2,000 H-1B Cap Subject Petition Filing and LCA after selection (not J&H registration or no SOC determination) $4,000 New H-1B Change of Employer/Transfer including LCA $2,160 H-1B extension or amendment with same employer including LCA $2,110 H-4 Spouse or Child Dependent Application/Biometrics Tracking $450 if filed with Principal / $800 if separate (each additional applicant $100) H-4 Employment Authorization Document $825 Update LCA memorandum for assuming obligations/liabilities upon corporate change (e.g., merger or acquisition) and related advice $1,000 J-1 Exchange Visitor Application or Waiver Initial application for DS-2019 and Visa Stamp Application (incl. draft DS Form) includes working with Program Sponsor $2,060 Extension of DS-2019, includes working with Program Sponsor $1,260 Waiver of 2-year return requirement - no objection (no government funding) $1,560 Waiver of 2-year return requirement – interested govt agency/exceptional hardship Varies J-2 Dependent application $410 J-2 Employment Authorization Document $410 L-1 (Intracompany Transferee) Visa L-1 Blanket (Company) Visa Petition $1,900 L-1 Individual (under L-1 blanket) $1,700 L-1 New Office/Extension $5,100 L-1 Individual (not under L-1 blanket) New or Extension $3,000 L-2 Spouse or Child Dependent Application/Biometrics Tracking $450 if filed with Principal / $800 if separate (each additional applicant $100) L-2 Dependent Work Authorization $650 PROCUREMENT AGREEMENT NUMBER: P-21-038 Jackson Hertogs LLC February 9, 2021 2021 Fee Schedule Page 2 of 3 Jackson & Hertogs LLP | 909 Montgomery Street, Suite 200, San Francisco, CA 94133 | 415.986.4559 | www.jackson-hertogs.com B8311.00 r20 Type of Service Legal fees O-1 (Extraordinary Ability) Petition O-1 Petition (New) $6,500 O-1 Petition (Extension same employer) $3,250 O-3 Spouse or Child Dependent Application/Biometrics Tracking $450 if filed with Principal / $800 if separate (each additional applicant $100) TN, E3 and H-1B1 Free Trade Application/Petition - Citizens of Canada, Mexico, Singapore, Chile, Australia TN (Canada/Mexico), Port of Entry / Preflight / Consulate (New or Extension) $1,060 TN (Canada/Mexico), Port of Entry / Preflight / Consulate (Management Consultant or Scientific Technician) (New or Extension) $1,810 H-1B1 (Chile or Singapore) Consulate / E3 (Australia) $1,860 TD/H-4 Spouse or Child Dependent Extension Application $450 if filed with Principal / $800 if separate (each additional applicant $100) Permanent Labor Certification PERM Application, including placement of advertisements and job order $5,500 PERM Audit $1,500 Prevailing Wage Determination/Wage Rebuttal using alternative wage source no fee for 1st determination / $400 per rebuttal/resubmission Motion to reopen/reconsider or Appeal of PERM denial Varies DOL Supervised Case including recruitment Varies Immigrant Visa Petition (I-130/I-140) Extraordinary Ability Alien (EB1A) I-140 $7,500 Outstanding Researcher (EB1B) I-140 $6,500 Multinational Executive/Manager (EB1C) I-140 $3,900 National Interest Waiver (EB2) I-140 $7,500 Immigrant Visa Petition following PERM (EB2, EB3) $1,300 Concurrent filing of I-140 under both EB2 & EB3 $530 for second filing Family Based Immigrant Visa Petition (I-130) (if filing stand-alone I-130) $1,500 Permanent Residency Adjustment of Status (AOS) Application (Principal Applicant)* (includes interview preparation) $2,900 AOS for derivative spouse or child - simultaneous filing* $1,500 Dependent (spouse/child) not filing with Principal* (includes interview preparation) $2,860 Preparation of Form I-944 or I-864 to submit with 485 application $750 AOS - AC21 Change of Employer/Position (Supplement J)* $1,500 Employment Authorization Document (EAD) No fee when filed with AOS / $400 for renewals Advance Parole (AP) travel authorization No fee when filed with AOS / $400 for renewals I-130 filed with concurrent AOS or Consular Processing $5,060 (+$780 per derivative beneficiary) Consular Processing (CP) only (I-140 or I-130 based) $4,500 (+$1000 additional per derivative) CP of dependent (spouse/child) filed after Principal $3,100 Adjustment of Status—telephonic attendance at USCIS interview $750 Adjustment of Status—personal attendance at USCIS local Bay Area/Sacramento interview minimum $1,250 *Above fees do not include appearance at AOS interview. Fees to appear at local USCIS office are at least $750 and will be discussed prior to engagement. Applications Following Permanent Residency Removal of Condition on Permanent Residency (preparation and filing) $2,000 Removal of Condition on Permanent Residence—telephonic attendance at USCIS interview $750 Removal of Condition on Permanent Residency—personal attendance at USCIS lobal Bay Area/Sacramento interview minimum $1,000 Application for Replacement/Renewal Green Card $1,100 Re-entry Permit Application / Biometrics Tracking $1,310 Naturalization (preparation, filing and pre-interview consultation) $2,500 Naturalization—telephonic attendance at USCIS interview $700 Naturalization—personal attendance at USCIS local Bay Area/Sacramento interview minimum $900 PROCUREMENT AGREEMENT NUMBER: P-21-038 Jackson Hertogs LLC February 9, 2021 2021 Fee Schedule Page 3 of 3 Jackson & Hertogs LLP | 909 Montgomery Street, Suite 200, San Francisco, CA 94133 | 415.986.4559 | www.jackson-hertogs.com B8311.00 r20 Type of Service Legal fees Outbound (non-U.S.) Visa Assistance - fees and costs Business Visas $1,100 Outbound work authorization minimum $900, plus local counsel's fees Miscellaneous Assistance - fees Request for Duplicate Approval Notice $500 File migration and transition (AOS employee) $400 File migration and transition (AOS dependent) $75 Response to USCIS Request for Evidence (simple) $1,000 - $4,000 Response to USCIS Request for Evidence (complex) Hourly fee USCIS Premium Processing $100 if prepared concurrently with petition forms; $300 if prepared separately-conversion of pending case Rush processing fees $1,000-$2,500 Expert letter coordination $350 Copy charges (for large copy jobs) $0.25 per page with minimum charge of $25 Additional Fees Initial Consultations $350 per hour Hourly work Associate $325/hr; Sr. Associate $400/hr; Partner $500/hr General costs applicable to all cases Translations Varies Credential Evaluations $350 Expert opinions equating experience to education/specialty occupation Varies Fees & costs do not include required photos, medical examinations, or similar out of pocket expenses that foreign nationals must provide. USCIS and any other government filing fees are not included in this table and are paid by the client. If Jackson & Hertogs pays the fee on behalf of the client, reimbursement is immediately due and payable. Interest of 10% is charged on invoices overdue by 60 days.   PROCUREMENT AGREEMENT NUMBER: P-21-038 Jackson Hertogs LLC February 9, 2021 Attachment B Page 1 of 5 Federal Funding Requirements 1.CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION-LOWER TIER COVERED TRANSACTIONS: A.COUNTY and CONTRACTOR recognize that CONTRACTOR is a recipient of Federal funds under the terms of this Purchase Order. By accepting this Purchase Order, CONTRACTOR agrees to comply with applicable Federal suspension and debarment regulations, including but not limited to: 7 CFR 3016.35, 29 CFR 97.35, 45 CFR 92.35, and Executive Order 12549. By accepting this Purchase Order, CONTRACTOR attests to the best of its knowledge and belief, that it and its principals: 1.Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal department or agency; and 2.Shall not knowingly enter into any covered transaction with an entity or person who is proposed for debarment under Federal regulations, debarred, suspended, declared ineligible, or voluntarily excluded from participation in such transaction. B.CONTRACTOR shall provide immediate written notice to COUNTY if at any time during the term of this Purchase Order CONTRACTOR learns that the representations it makes above were erroneous when made or have become erroneous by reason of changed circumstances. C.CONTRACTOR shall include a clause titled “Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion- Lower Tier Covered Transactions” and similar in nature to this paragraph in all lower tier covered transactions and in all solicitations for lower tier covered transactions. D.CONTRACTOR shall, prior to soliciting or purchasing goods and services in excess of $25,000 funded by this Purchase Order, review and retain the proposed vendor’s suspension and debarment status at https://sam.gov/SAM/ PROCUREMENT AGREEMENT NUMBER: P-21-038 Jackson Hertogs LLP February 9, 2021 P-21-038 Attachment B Page 2 of 5 2. PROPERTY OF COUNTY: CONTRACTOR agrees to take reasonable and prudent steps to ensure the security of any and all said hardware and software provided to it by COUNTY under this Purchase Order, to maintain replacement-value insurance coverages on said hardware and software of like kind and quality approved by COUNTY. All purchases over Five Thousand Dollars ($5,000) made during the life of this Purchase Order that will outlive the life of this Purchase Order shall be identified as fixed assets with an assigned Fresno County DPH Accounting Inventory Number. These fixed assets shall be retained by COUNTY, as COUNTY property, in the event this Purchase Order is terminated or upon expiration of this Purchase Order. CONTRACTOR agrees to participate in an annual inventory of all COUNTY fixed assets and shall be physically present when fixed assets are returned to COUNTY possession at the termination or expiration of this Purchase Order. CONTRACTOR is responsible for returning to COUNTY all COUNTY owned fixed assets upon the expiration or termination of this Purchase Order. 3. PROHIBITION ON PUBLICITY: None of the funds, materials, property or services provided directly or indirectly under this Purchase Order shall be used for CONTRACTOR’s advertising, fundraising, or publicity (i.e., purchasing of tickets/tables, silent auction donations, etc.) for the purpose of self-promotion. Notwithstanding the above, publicity of the services described in this Purchase Order shall be allowed as necessary to raise public awareness about the availability of such specific services when approved in advance by the Director or designee for such items as written/printed materials, the use of media (i.e., radio, television, newspapers) and any other related expense(s). 4. CONFLICT OF INTEREST: No officer, employee or agent of the COUNTY who exercises any function or responsibility for planning and carrying out of the services provided under this Purchase Order shall have any direct or indirect personal financial interest in this Purchase Order. In addition, no employee of the COUNTY shall be employed by the CONTRACTOR under this Purchase Order to fulfill any contractual obligations with the COUNTY. CONTRACTOR shall comply with all Federal, State of California and local conflict of PROCUREMENT AGREEMENT NUMBER: P-21-038 Jackson Hertogs LLP February 9, 2021 P-21-038 Attachment B Page 3 of 5 interest laws, statutes and regulations, which shall be applicable to all parties and beneficiaries under this Purchase Order and any officer, employee or agent of the COUNTY. 5. CHANGE OF LEADERSHIP/MANAGEMENT: In the event of any change in the status of CONTRACTOR’S leadership or management, CONTRACTOR shall provide written notice to COUNTY within thirty (30) days from the date of change. Such notification shall include any new leader or manager’s name, address and qualifications. “Leadership or management” shall include any employee, member, or owner of CONTRACTOR who either a) directs individuals providing services pursuant to this Purchase Order, b) exercises control over the manner in which services are provided, or c) has authority over CONTRACTOR’s finances. 6. LOBBYING ACTIVITY: None of the funds provided under this Purchase Order shall be used for publicity, lobbying or propaganda purposes designed to support or defeat legislation pending in the Congress of the United States of America or the Legislature of the State of California. 7. STATE ENERGY CONSERVATION: CONTRACTOR must comply with the mandatory standard and policies relating to energy efficiency, which are contained in the State Energy Conservation Plan issued in compliance with 42 United States (US) Code sections 6321, et. seq. 8. CLEAN AIR AND WATER: In the event the funding under this Purchase Order exceeds One Hundred Fifty Thousand and No/100 Dollars ($150,000), CONTRACTOR shall comply with all applicable standards, orders or requirements issued under the Clean Air Act contained in 42 U.S. Code 7601 et seq; the Clean Water Act contained in U.S. Code 1368 et seq.; and any standards, laws and regulations, promulgated thereunder. Under these laws and regulations, CONTRACTOR shall assure: a. No facility shall be utilized in the performance of the Purchase Order that has been listed on the Environmental Protection Agency (EPA) list of Violating Facilities; b. COUNTY shall be notified prior to execution of this Purchase Order of the receipt of any communication from the Director, Office of PROCUREMENT AGREEMENT NUMBER: P-21-038 Jackson Hertogs LLP February 9, 2021 P-21-038 Attachment B Page 4 of 5 Federal Activities, U.S. EPA indicating that a facility to be utilized in the performance of this Purchase Order is under consideration to be listed on the EPA list of Violating Facilities; c. COUNTY and U.S. EPA shall be notified about any known violation of the above laws and regulations; and, d. This assurance shall be included in every nonexempt subgrant, contract, or subcontract. 9. FUNDING: Funding for this Purchase Order is provided through legislative action for COVID-19 response. Services will be covered using one or more of the following funding sources: the Coronavirus Aid, Relief, and Economic Security (CARES) Act Funding (Pub. L. No. 116-136/ CFDA# 21.019), Federal Emergency Management Agency (FEMA) Disaster Grants-Public Assistance Funding (CDFA 97.036),) and/or any other funding made available through legislation. 10. AUDITS AND INSPECTIONS: The CONTRACTOR shall at any time during business hours, and as often as the COUNTY may deem necessary, make available to the COUNTY for examination all of its records and data with respect to the matters covered by this Purchase Order. The CONTRACTOR shall, upon request by the COUNTY, permit the COUNTY to audit and inspect all of such records and data necessary to ensure CONTRACTOR'S compliance with the terms of this Purchase Order. If this Purchase Order exceeds ten thousand dollars ($10,000.00), CONTRACTOR shall be subject to the examination and audit of the Auditor General for a period of three (3) years after final payment under contract (Government Code Section 8546.7). In addition, CONTRACTOR shall cooperate and participate with COUNTY’S fiscal review process and comply with all final determinations rendered by the COUNTY’S fiscal review process. If COUNTY reaches an adverse decision regarding CONTRACTOR’s services to consumers, it may result in the disallowance of payment for services rendered; or in additional controls to the delivery of services, or in the termination of this Purchase Order, at the discretion of COUNTY’S DPH Director or designee. If as a result of COUNTY’S fiscal review PROCUREMENT AGREEMENT NUMBER: P-21-038 Jackson Hertogs LLP February 9, 2021 P-21-038 Attachment B Page 5 of 5 process a disallowance is discovered due to CONTRACTOR’s deficiency, CONTRACTOR shall be financially liable for the amount previously paid by COUNTY to CONTRACTOR and this disallowance will be adjusted from CONTRACTOR’s future payments, at the discretion of COUNTY’S DPH Director or designee. In addition, COUNTY shall have the sole discretion in the determination of fiscal review outcomes, decisions and actions. 11. SINGLE AUDIT CLAUSE: A. If CONTRACTOR expends Seven Hundred Fifty Thousand Dollars ($750,000) or more Federal and Federal flow-through monies, CONTRACTOR agrees to conduct an annual audit in accordance with the requirements of the Single Audit Standards as set forth in Office of Management and Budget (OMB) Title 2 of the Code of Federal Regulations, Chapter II, Part 200. CONTRACTOR shall submit said audit and management letter to COUNTY. The audit must include a statement of findings or a statement that there were no findings. If there were negative findings, CONTRACTOR must include a corrective action plan signed by an authorized individual. CONTRACTOR agrees to take action to correct any material non-compliance or weakness found as a result of such audit. Such audit shall be delivered to COUNTY’S DPH Administration for review within nine (9) months of the end of any fiscal year in which funds were expended and/or received for the program. Failure to perform the requisite audit functions as required by this Purchase Order may result in COUNTY performing the necessary audit tasks, or at the COUNTY’S option, contracting with a public accountant to perform said audit, or, may result in the inability of COUNTY to enter into future agreements with the CONTRACTOR. B. A single audit report is not applicable if all CONTRACTOR’S Federal contracts do not exceed the Seven Hundred Fifty Thousand Dollars ($750,000) requirement or CONTRACTOR’S federal funding is through Drug Medi-Cal. PROCUREMENT AGREEMENT NUMBER: P-21-038 Jackson Hertogs LLP February 9, 2021