HomeMy WebLinkAboutAgreement A-21-196 with GCI.pdf-1-
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AGREEMENT
THIS AGREEMENT is made and entered into this day of June, 2021, by and between the
COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as
“COUNTY,” and GENERATIONAL CHANGES, INC., a California Corporation, whose address is 2409
Merced Street #106, Fresno, CA 93721, hereinafter referred to as “CONTRACTOR.”
WITNESSETH:
WHEREAS, COUNTY, through its Department of Social Services (DSS), desires that its General
Relief applicants and recipients without timely access to mental health care be referred to CONTRACTOR
for determination of the individual’s ability to be gainfully employed and duration of any mental health
incapacity; and
WHEREAS, CONTRACTOR employs licensed and registered mental health personnel with the
experience and ability to provide mental health incapacity assessments pursuant to the terms and
conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
contained, the parties hereto agree as follows:
1.OBLIGATIONS
A.CONTRACTOR shall perform all services set forth in Exhibit A, Summary of
Services, attached hereto and by this reference incorporated herein.
B.CONTRACTOR shall perform all services and fulfill all responsibilities as identified
in COUNTY’s Request for Proposal (RFP) No. 21-031 dated February 10, 2021, and CONTRACTOR’s
response to said RFP, all incorporated herein by reference and made part of this Agreement.
C.In the event of any inconsistency among the documents described in section 1.A
and 1.B herein, the inconsistency shall be resolved by giving precedence in the following order of
priority: First to this Agreement, including all Exhibits attached hereto, second to the RFP No. 21-031,
third to the CONTRACTOR’s response to RFP No. 21-031. A copy of COUNTY’s RFP No. 21-031 and
CONTRACTOR’s response shall be retained and made available during the term of this Agreement by
COUNTY’s DSS.
D. CONTRACTOR shall participate in monthly, or as needed, meetings consisting of
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Agreement No. 21-196
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staff from COUNTY’s DSS to discuss requirements, data reporting, training, policies and procedures,
overall program operations, and any problems or foreseeable problems that may arise.
E.In the event of the termination or expiration of this Agreement in accordance with
Section Three (3) of this Agreement, CONTRACTOR shall provide transitional services to clients
currently receiving services, working with DSS staff and/or COUNTY’s contracted vendor(s). Transitional
services shall include, but are not limited to, the transfer of client records and shall not exceed a
maximum of thirty (30) days. This section of the Agreement shall survive thirty (30) days from the
expiration or written termination date of this Agreement.
2.TERM
The term of this Agreement shall be for a period of twenty-four (24) months, commencing on
July 1, 2021 through and including June 30, 2023. This Agreement may be extended for three (3) additional
consecutive twelve (12) month periods upon written approval of both parties no later than thirty (30) days
prior to the first day of the next twelve (12) month extension period. The DSS Director or his or her
designee is authorized to execute such written approval on behalf of COUNTY based on CONTRACTOR’s
satisfactory performance.
3.TERMINATION
A.Non-Allocation of Funds - The terms of this Agreement, and the services to be
provided hereunder, are contingent on the approval of funds by the appropriating government agency.
Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
terminated, at any time by giving the CONTRACTOR thirty (30) days advance written notice.
B.Breach of Contract - The COUNTY may immediately suspend or terminate this
Agreement in whole or in part, where in the determination of the COUNTY there is:
1)An illegal or improper use of funds;
2)A failure to comply with any term of this Agreement;
3)A substantially incorrect or incomplete report submitted to the COUNTY;
4)Improperly performed service.
In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any
breach of this Agreement or any default which may then exist on the part of the CONTRACTOR. Neither
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shall such payment impair or prejudice any remedy available to the COUNTY with respect to the breach or
default. The COUNTY shall have the right to demand of the CONTRACTOR the repayment to the
COUNTY of any funds disbursed to the CONTRACTOR under this Agreement, which in the judgment of
the COUNTY were not expended in accordance with the terms of this Agreement. The CONTRACTOR
shall promptly refund any such funds upon demand.
C.Without Cause - Under circumstances other than those set forth above, this
Agreement may be terminated by CONTRACTOR or COUNTY or COUNTY’s DSS Director, or
designee, upon the giving of thirty (30) days advance written notice of an intention to terminate to
CONTRACTOR.
4.COMPENSATION
For actual services provided pursuant to the terms of this Agreement, COUNTY agrees to
pay CONTRACTOR and CONTRACTOR agrees to receive compensation in accordance with Exhibit B,
Rates by Service. Mandated travel shall not be reimbursed as the cost is included in the per-assessment
price. Payment shall be made upon certification or other proof satisfactory to COUNTY’s DSS that services
have actually been performed by CONTRACTOR as specified in this Agreement.
For the period July 1, 2021 through June 30, 2026, in no event shall actual services
performed under this Agreement be in excess of Two Hundred and Sixty Thousand and No/100 Dollars
($260,000).
It is understood that all expenses incidental to CONTRACTOR'S performance of services
under this Agreement shall be borne by CONTRACTOR. If CONTRACTOR should fail to comply with
any provision of the Agreement, COUNTY shall be relieved of its obligation for further compensation.
Any compensation which is not expended by CONTRACTOR pursuant to the terms and conditions of
this Agreement shall automatically revert to COUNTY. The services provided by the CONTRACTOR
under this Agreement are funded in whole or in part by the County of Fresno. In the event that funding
for these services is delayed, COUNTY may defer payment to CONTRACTOR. The amount of the
deferred payment shall not exceed the amount of funding delayed to the COUNTY. The period of time of
the deferral by COUNTY shall not exceed the period of time of the delay of payment to COUNTY plus
forty-five (45) days.
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5.INVOICING
CONTRACTOR shall invoice COUNTY’s DSS in arrears by the tenth (10th) of each month
for expenditures incurred to provide services rendered in the previous month to:
DSSInvoices@fresnocountyca.gov. Payments by COUNTY’s DSS shall be in arrears, for actual services
provided during the preceding month, within forty-five (45) days after receipt, verification, and approval of
CONTRACTOR’s invoices by COUNTY’s DSS. A Monthly Activity Report (MAR) shall accompany the
invoice, reflecting services supported by the invoiced expenditures and be in a form and in such detail as
acceptable to COUNTY's DSS. Invoices shall include all corresponding documentation submitted and
identified by line item. Supporting documentation shall include but is not limited to a list of assessed clients
and a record of contact attempts. No reimbursement for services shall be made until invoices and MARs
are reviewed and approved by COUNTY's DSS.
At the discretion of COUNTY’s DSS Director or designee, if an invoice is incorrect or is
otherwise not in proper form or detail, COUNTY’s DSS Director or designee shall have the right to withhold
full payment of the invoice that is incorrect or improper after five (5) days prior written notice or email
correspondence to CONTRACTOR. CONTRACTOR agrees to continue to provide services for a period of
ninety (90) days after written or email notification of an incorrect or improper invoice. If after the ninety (90)
day period the invoice(s) is still not corrected to COUNTY’s DSS satisfaction, COUNTY or COUNTY’s DSS
Director or designee may elect to terminate this Agreement, pursuant to the termination provisions stated in
Paragraph Three (3) of this Agreement. All final claims shall be submitted by CONTRACTOR within sixty
(60)days following the month of actual service for which payment is claimed. No payment for services shall
be made by COUNTY’s DSS on claims submitted beyond sixty (60) days following the month of actual
service for which payment is invoiced.
6.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 the
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 venture, partner, or associate of the COUNTY. Furthermore, COUNTY shall have no right
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to control or supervise or direct the manner or method by which CONTRACTOR shall perform its work and
function. However, COUNTY 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.
7.MODIFICATION
Any matters of this Agreement may be modified from time to time by the written consent of
all parties without, in any way, affecting the remainder.
8.NON-ASSIGNMENT
CONTRACTOR shall not assign, transfer or sub-contract this Agreement nor their rights or
duties under this Agreement without the prior written consent of the COUNTY or COUNTY’s DSS Director
or designee. Any transferee, assignee, or subcontractor will be subject to all applicable provisions of this
Agreement, and all applicable State and Federal regulations. CONTRACTOR shall be held primarily
responsible by the COUNTY for the performance of any transferee, assignee, or subcontractor unless
otherwise expressly agreed to in writing by COUNTY. The use of subcontractor by CONTRACTOR shall
not entitle CONTRACTOR to any additional compensation than is provided for under this Agreement.
9.HOLD HARMLESS
CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY'S request,
defend the COUNTY, its officers, agents, and employees from any and all costs and expenses (including
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attorney’s fees and costs), damages, liabilities, claims, and losses occurring or resulting to COUNTY in
connection with the performance, or failure to perform, by CONTRACTOR, its officers, agents, 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.
10.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 coverages including
completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal
liability or any other liability insurance deemed necessary because of the nature of this 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.
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, one or more policies of professional liability insurance
with limits of coverage as specified herein.
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D.Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the California Labor
Code.
E.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 DSSContractInsurance@fresnocountyca.gov, Attention: Contract
Analyst, stating that such insurance coverage has been obtained and is in full force; that the County of
Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that for
such worker’s compensation insurance the CONTRACTOR has waived its right to recover from the
COUNTY, its officers, agents, and employees any amounts paid under the insurance policy and that waiver
does not invalidate the insurance policy; 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
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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 issued by admitted insurers licensed to do business in the State of
California, and such insurance shall be purchased from companies possessing a current A.M. Best, Inc.
rating of A FSC VII or better.
11.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 Agreement shall have any direct or indirect
personal financial interest in this Agreement. In addition, no employee of the COUNTY shall be employed
by the CONTRACTOR under this Agreement to fulfill any contractual obligations with the COUNTY. The
CONTRACTOR shall comply with all Federal, State of California and local conflict of interest laws, statutes
and regulations, which shall be applicable to all parties and beneficiaries under this Agreement and any
officer, employee or agent of the COUNTY.
12.NON-DISCRIMINATION
During the performance of this Agreement CONTRACTOR shall not unlawfully discriminate
against any employee or applicant for employment, or recipient of services, because of ethnic group
identification, gender, gender identity, gender expression, sexual orientation, color, physical disability,
mental disability, medical condition, national origin, race, ancestry, marital status, religion, or religious
creed, pursuant to all applicable State of California and Federal statutes and regulations.
13.LIMITED ENGLISH PROFICIENCY
CONTRACTOR shall provide interpreting and translation services to persons participating in
CONTRACTOR’s services who have limited or no English language proficiency, including services to
persons who are deaf or blind. Interpreter and translation services shall be provided as necessary to allow
such participants meaningful access to the programs, services and benefits provided by CONTRACTOR.
Interpreter and translation services, including translation of CONTRACTOR’s “vital documents” (those
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documents that contain information that is critical for accessing CONTRACTOR’s services or are required
by law) shall be provided to participants at no cost to the participant. CONTRACTOR shall ensure that any
employees, agents, subcontractor, or partners who interpret or translate for a program participant, or who
directly communicate with a program participant in a language other than English, demonstrate proficiency
in the participants’ language and can effectively communicate any specialized terms and concepts peculiar
to CONTRACTOR’s services.
14. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND
VOLUNTARY EXCLUSION-LOWER TIER COVERED TRANSACTIONS
A. COUNTY and CONTRACTOR recognize that CONTRACTOR is a recipient of local
funds under the terms of this Agreement. By signing this Agreement, CONTRACTOR agrees to notify
COUNTY of any past, present, or future Federal suspension or debarment. By signing this Agreement,
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 Agreement 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 Agreement, review and retain the proposed vendor’s suspension and
debarment status at https://sam.gov/SAM/.
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15.CONFIDENTIALITY AND SECURITY
All services performed by CONTRACTOR under this Agreement shall be in strict
conformance with all applicable Federal, State of California, and/or local laws and regulations relating to
confidentiality. CONTRACTOR shall require its employees, agents, officers and subcontractors to comply
with the provisions of Sections 10850 and 14100.2 of the Welfare and Institutions Code, as well as the
California Department of Social Services (CDSS) Manual of Policies and Procedures, Division 19-0000 and
the California Department of Health Care Services (DHCS) Medi-Cal Eligibility Procedures Manual, Section
2H. These Code sections provide that:
A.All applications and records concerning any individual made or kept by any public
officer or agency in connection with the administration of any provision of the Welfare and Institutions Code
relating to Medicaid or any form of public social services for which grants-in-aid are received by the State of
California from the United States government shall be confidential, and shall not be open to examination for
any purpose not directly connected with the administration of such public social services.
B.No person shall publish, disclose or use or permit or cause to be published or
disclosed any list of persons receiving public social services, except as is provided by law.
C.No person shall publish, disclose, or use or permit or cause to be published,
disclosed or used any confidential information pertaining to an applicant or recipient, except as is provided
by laws.
CONTRACTOR shall inform all of its employees, agents, officers and subcontractors of the
above provisions and that any person knowingly and intentionally violating such provisions is guilty of a
misdemeanor.
In addition, CONTRACTOR, its employees, agents and officers shall comply, and require all
of its subcontractors to comply, with (1) the DHCS Medi-Cal Privacy and Security Agreement between the
California DHCS and the County of Fresno that is then in effect, and (2) the Privacy and Security
Agreement between the CDSS and the County of Fresno that is then in effect, both of which together shall
be referred to as “the Agreements” and are incorporated herein by this reference. The current versions of
both the DHCS and CDSS Privacy and Security agreements are available upon request or can be viewed
at: http://www.co.fresno.ca.us/MediCalPrivacy/. CONTRACTOR shall insure that all personally identifiable
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information (PII), as defined in the Agreements, concerning program recipients shall be kept confidential
and shall not be opened to examination, publicized, disclosed, or used for any purpose not directly
connected with the administration of the program. CONTRACTOR shall use appropriate administrative,
physical, and technical safeguards to protect PII, as set forth in the Agreements. Upon discovery of a
breach, security incident, intrusion, or unauthorized access, use, or disclosure of PII, CONTRACTOR shall
immediately report the incident to the COUNTY by calling (559) 600-2300 or emailing
dssprivacyofficer@fresnocountyca.gov. CONTRACTOR shall certify that all employees, agents, officers
and subcontractors have received privacy and security training before accessing any PII and have received
refresher training annually, as required by the Agreements.
16.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 Agreement. 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 Agreement.
If this Agreement 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 Agreement, at the discretion of COUNTY’s DSS Director or designee. If as a result of
COUNTY’s fiscal review 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 DSS Director or designee. In addition, COUNTY shall have the sole discretion in the
determination of fiscal review outcomes, decisions and actions.
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17.FRATERNIZATION
CONTRACTOR shall establish procedures addressing fraternization between
CONTRACTOR’s staff and clients. Such procedures will include provisions for informing CONTRACTOR’s
staff and clients regarding fraternization guidelines.
18.CHARITABLE CHOICE
CONTRACTOR may not discriminate in its program delivery against a client or potential
client on the basis of religion or religious belief, a refusal to hold a religious belief, or a refusal to actively
participate in a religious practice. Any specifically religious activity or service made available to individuals
by the CONTRACTOR must be voluntary as well as separate in time and location from COUNTY funded
activities and services. CONTRACTOR shall inform COUNTY as to whether it is faith-based. If
CONTRACTOR identifies as faith-based, they must submit to COUNTY’s DSS a copy of its policy on
referring individuals to alternate treatment CONTRACTOR, and include a copy of this policy in their client
admission forms. The policy must inform individuals that they may be referred to an alternative provider if
they object to the religious nature of the program, and include a notice to DSS. Adherence to this policy will
be monitored during site reviews, and a review of client files. If CONTRACTOR identifies as faith-based, by
July 1 of each year CONTRACTOR will be required to report to COUNTY’s DSS the number of individuals
who requested referrals to alternate providers based on religious objection.
19.PROHIBITION ON PUBLICITY
None of the funds, materials, property or services provided directly or indirectly under this
Agreement 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 Paragraph One (1) of this Agreement 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 and at a cost as provided in Exhibit B for such items as written/printed materials, the
use of media (i.e., radio, television, newspapers) and any other related expense(s).
20.PUBLIC INFORMATION
CONTRACTOR shall disclose COUNTY as a funding source in all public information.
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21.NOTICES
The persons and their addresses having authority to give and receive notices under this
Agreement include the following:
COUNTY CONTRACTOR
Director, COUNTY OF FRESNO CEO Department of Social Services Generational Changes, Inc. P.O. Box 1912 2409 Merced Street, #106 Fresno, CA 93718 Fresno, CA 93721
All notices between the COUNTY and CONTRACTOR provided for or permitted under this
Agreement must be in writing and delivered either by personal service, by first-class United States mail, by
an overnight commercial courier service, or by telephonic facsimile transmission. A notice delivered by
personal service is effective upon service to the recipient. A notice delivered by first-class United States
mail is effective three COUNTY business days after deposit in the United States mail, postage prepaid,
addressed to the recipient. A notice delivered by an overnight commercial courier service is effective one
COUNTY business day after deposit with the overnight commercial courier service, delivery fees prepaid,
with delivery instructions given for next day delivery, addressed to the recipient. A notice delivered by
telephonic facsimile is effective when transmission to the recipient is completed (but, if such transmission is
completed outside of COUNTY business hours, then such delivery shall be deemed to be effective at the
next beginning of a COUNTY business day), provided that the sender maintains a machine record of the
completed transmission. For all claims arising out of or related to this Agreement, nothing in this section
establishes, waives, or modifies any claims presentation requirements or procedures provided by law,
including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code,
beginning with section 810).
22.GOVERNING LAW
Venue for any action arising out of or related to this Agreement shall only be in Fresno
County, California.
The rights and obligations of the parties and all interpretation and performance of this
Agreement shall be governed in all respects by the laws of the State of California.
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23.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 Agreement, b) exercises control over the manner in which
services are provided, or c) has authority over CONTRACTOR’s finances.
24.LOBBYING AND POLITICAL ACTIVITY
None of the funds provided under this Agreement 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.
25.DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if the CONTRACTOR is operating as a corporation (a
for-profit or non-profit corporation) or if during the term of the agreement, the CONTRACTOR changes
its status to operate as a corporation.
Members of the CONTRACTOR’s Board of Directors shall disclose any self-dealing
transactions that they are a party to while CONTRACTOR is providing goods or performing services
under this agreement. A self-dealing transaction shall mean a transaction to which the CONTRACTOR
is a party and in which one or more of its directors has a material financial interest. Members of the
Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and
signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit C and incorporated
herein by reference, and submitting it to the COUNTY prior to commencing with the self-dealing
transaction or immediately thereafter.
26.NEPOTISM
Except by written consent of COUNTY, no person shall be employed by CONTRACTOR
who is related by blood or marriage to any member of the Board of Directors or any officer of
CONTRACTOR.
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27.COMPLIANCE WITH APPLICABLE LAWS
CONTRACTOR any subcontractors shall comply with all applicable local, State, Federal
laws, ordinances, regulations, and Fresno County Charter provisions applicable to the performance of
services.
28.SEVERABILITY
The provisions of this Agreement are severable. The invalidity or unenforceability of any
one provision in the Agreement shall not affect the other provisions.
29.ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the CONTRACTOR and
COUNTY with respect to the subject matter hereof and supersedes all previous Agreement negotiations,
proposals, commitments, writings, advertisements, publications, and understanding of any nature
whatsoever unless expressly included in this Agreement.
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IN WITNESS WHEREOF , the parties hereto have executed t his Agreement as of the day and year
first hereinabove written .
By :
Print Name: Dr . Li nda Scott
Print Title : CEO
Mailing Address :
2409 Merced Street #106
Fresno , CA 93721
Phone No : (559) 981-2795
Contact: CEO
FOR ACCOUNTING USE ONLY :
Fund/Subc lass : 0001/10000
ORG No .: 6645
Account No .: 7870
OEN :jk
COUNTY OF FR ~
Steve ra dau, Chairman of the Board of
Superv isors of the County of Fresno
ATTEST:
Bern ice E. Seidel
Clerk of the Board of Supervisors
County of Fresno , State of Californ ia
By d.J11i, ~~
Deputy
-16-
Exhibit A
Page 1 of 4
SUMMARY OF SERVICES
ORGANIZATION: Generational Changes, Inc.
SERVICE: Mental Health Assessments for Employability
ADDRESS: 2409 Merced Street #106, Fresno, CA 93721
ALT. SERVICE ADDRESSES: 5150 N. Sixth Street #169, Fresno, CA 93710
2604 S. Martin Luther King Jr Blvd, Fresno, CA 93706
TELEPHONE: (559) 981-2795
CONTACT: Dr. Linda Scott, CEO
EMAIL: Gchanges.inc@gmail.com
OVERVIEW OF SERVICES
Generational Changes, Inc. (CONTRACTOR) shall provide employability-related mental health
assessment services for the target population referred by the County of Fresno (COUNTY)
Department of Social Services (DSS).
The CONTRACTOR will schedule and assess the referred client for their ability to gain or maintain
employment on the basis of a mental health incapacity. This includes a determination of whether
the client is fully employable or if their mental health condition impacts their ability to work such
that they can only work full-time with limitations, part-time with limitations, or cannot work at all.
The presence of a mental health diagnosis alone is not a sufficient basis for a determination that
the client is incapacitated. CONTRACTOR must describe how the condition reduces the client’s
ability to engage in work and whether the condition is permanent or the anticipated duration of
the client’s inability to work. The certification period shall be no shorter than 3 months and no
longer than 12 months from the date of assessment. The maximum certification period of 12
months should be reserved for the most severe clients, if clinically appropriate. CONTACTOR
shall document the assessment results on the most recent version of the DSS GR 8085 form (e.g.
Attachment 1) and, if the client signs a release of information, securely transmit the form to DSS
within one business day.
CONTRACTOR shall offer clients who are determined to have a mental health incapacity
appropriate linkages to mental health care in the community. DSS may also request the provider
make targeted referrals to other County-administered programs.
TARGET POPULATION
General Relief applicants and recipients self-attesting a mental health disability as a barrier to
employment who do not have an established mental health care provider or who cannot see their
provider timely. A client’s self-attestation of a mental health barrier to employment is used to
determine who is referred by DSS for mental health evaluation. Clients referred will not have been
pre-screened or pre-determined to have a mental health incapacity. All clients (for initial
assessment and re-assessment) served by this agreement shall be referred by DSS.
Exhibit A
Page 2 of 4
STAFFING LEVELS & QUALIFICATIONS
CONTRACTOR shall ensure there is sufficient staffing to perform assessments in a timely manner
by mental health clinicians licensed by the California Board of Behavioral Sciences or the
California Board of Psychology; or, registered clinicians working under the supervision of a
qualified licensed professional. CONTRACTOR shall also ensure there is sufficient administrative
oversight and support to accomplish referral scheduling, invoice processing, data reporting, etc.
CONTRACTOR shall provide licensing information for current and new staff within 5 business
days of agreement execution or hire.
CONTRACTOR RESPONSIBILITIES
A.Designate staff with an active registration or license from the California Board of
Behavioral Sciences or the California Board of Psychology to provide the assessment or
re-assessment services under this agreement. At all times, staff shall act within the
policies, rules, and regulations of state and local statutes relating to mental health
services. In the event there are staffing or licensure changes, CONTRACTOR shall inform
DSS in writing within five business days of the change and provide updated licensing
documentation.
B.Ensure staff with client contact are trained on and practice motivational interviewing and
trauma-informed care practices in order to increase client participation and engagement.
Services shall be both linguistically and culturally appropriate.
C.Determine if a client is new or returning and schedule each referred client for an
assessment or re-assessment within 5 business days of receiving the referral. Staff shall
explain to clients that the assessment is needed to receive General Relief on the basis of
a mental health incapacity.
D.Use a variety of methods to accomplish successful scheduling and engagement of
referred clients, including but not limited to: 12-hour call center to receive referrals and
calls from clients, appointment reminders, home visits, and mailed letters.
E.Contact referred clients who have not scheduled appointments at varying times throughout
the day for up to 10 business days, unless the contact information provided by DSS is
outdated or incomplete. CONTRACTOR shall document attempted client contacts and
their results. If client contact information is wrong or the client cannot be scheduled after
a period of 10 business days, CONTRACTOR shall notify DSS that the client cannot be
reached and provide a summary of the attempted contacts and their results. Clients who
miss scheduled appointments should be re-engaged at least three times before
CONTRACTOR reports the client cannot be served.
F.Assess each referred client for a mental health condition that prevents or limits the client’s
ability to engage in work or employment training. As proposed by CONTRACTOR, initial
assessments shall be approximately 60 minutes and re-assessments shall be
approximately 30 minutes. Up to 3% of clients annually may receive an additional 30
minutes of assessment services as dictated in the Exhibit B, Budget.
G.Provide a release of information to each assessed client and inform the client of their right
to decline to sign the release. If the release is signed (verbal consent is acceptable if
services are offered remotely), securely transmit an encrypted electronic copy of the GR
Exhibit A
Page 3 of 4
8085 to DSS within one week. If the client does not consent, CONTRACTOR shall give
the client their GR 8085 form and inform the client of the need to return the completed
form to DSS within the timeframe required by DSS. In this circumstance, verification of
8085 completion may be provided with the invoice for payment purposes.
H.Document the results of the assessment on the GR 8085 form and retain a copy to
document the service. DSS may update the GR 8085 form from time to time;
CONTRACTOR is required to use the most recent version as provided by DSS.
I.Refer assessed clients with severe mental illness to the Department of Behavioral Health
Urgent Care Wellness Center for additional services. Refer clients with mild to moderate
mental illness to managed care service providers who are both accepting new clients and
participating in the Fresno County Mental Health Plan. Currently, the provider list for
managed care is located at: (https://www.co.fresno.ca.us/departments/behavioral-
health/managed-care/provider-directory). The client is free to refuse the referral.
J.If clients are re-assessed and desiring to enter treatment, but still have not connected with
a mental health provider, CONTRACTOR shall assist client in connecting with an
appropriate provider accepting new patients.
K.CONTRACTOR may refer clients seeking mental health treatment to CONTRACTOR, but
must also offer alternative managed care providers accepting new patients. If
CONTRACTOR’s staff enter into a doctor-patient relationship with a referred client
following an initial assessment or re-assessment, all subsequent GR 8085 forms needed
by DSS and completed during the course of therapeutic treatment are not eligible for
reimbursement through this Agreement.
L.Ensure service locations are within 0.5 miles of a bus stop.
M.Provide DSS with a stable telephone number in the 559 area code to include on paperwork
provided to referred clients.
N.Offer assessments via secured video or telephone in lieu of face-to-face assessments, as
needed, and as approved by DSS.
O.Provide clients with limited English proficiency with interpreting and translation services
during contracted services. Meaningful access to services must also be provided for
clients with hearing, sight, or mobility impairments.
P.Provide annual Civil Rights and Privacy & Security trainings to staff and transmit relevant
verification of both trainings to the COUNTY. Proof of training is required: (1) within 30
days of agreement execution, and (2) at the beginning of every calendar year by April 1.
Q.Meet with DSS as often as needed for service coordination, problem/issue resolution,
information sharing, and review and monitoring of project services and fiscal reports.
Exhibit A
Page 4 of 4
COUNTY RESPONSIBILITIES
A.Refer the target population to CONTRACTOR, provide clients with a copy of the GR 8085
from to take to their assessment, and notify CONTRACTOR of any non-English speaking
applicants. DSS will refer 0-10 clients each workday.
B.Meet with CONTRACTOR as often as needed for service coordination, problem/issue
resolution, information sharing, review, and monitoring of project services and fiscal
reports.
REPORTS AND OUTCOMES
CONTRACTOR shall document services provided in sufficient detail to substantiate invoices and
summarize services provided on a monthly activity report. CONTRACTOR, by the tenth of the
month following the service month, shall provide timely monthly activity reports to DSS in a format
determined by DSS.
DSS will consider CONTRACTOR performance levels when determining recommendations for
optional extensions and future Agreements. For each fiscal year, CONTRACTOR shall:
A.Provide 90% of referred clients an assessment or re-assessment within five (5) business
days of the referral date.
B.For 100% of clients who signed a release, encrypt and securely transmit their GR 8085 to
DSS within one (1) business day of the assessment date.
Exhibit A - Attachment 1
Department of Social Services
Verification of Incapacity
GR8085 09-19-17 FileNET: Case Verification
Case No.:
Case Name:
SSN:
Date:
Worker No.:
The following information is needed to determine your eligibility for General Relief.
Please return this form by: .
Medical release authorization: I authorize my medical provider to release the following information:
Patient or Representative Signature Date
Health Care Provider: Please answer the questions below.
1.Does the patient have a physical or mental health condition that prevents or substantially reduces
their ability to engage in work or training?
No (please answer question 9 and sign the form)
Yes (please answer the following questions:
2.Onset date:
3.Expected
duration:
Temporary, expect to release patient for work on:
Permanent
4.Are they able to work? No, please go to no. 5 Yes, please answer the following questions:
Can perform limited full-time work limited part-time work
5.Describe how the physical and mental condition reduces their ability to engage in work:
6.Is the physical or mental condition primarily due to drug and/or alcohol abuse?
Yes No Unknown
7.Has the patient submitted a disability insurance application for completion?
Yes No Unknown
If yes, date submitted:
Attachment A
Department of Social Services
Verification of Incapacity
GR8085 09-19-17 FileNET: Case Verification
Case No.:
Case Name:
SSN:
Date:
Worker No.:
8.Is the patient receiving or seeking
treatment?
Yes No Unknown
9.I recommend a referral for: Mental Condition
Physical Condition
None
Comments:
Signature of Health Care Provider Date
Print Name
Title
Agency
Address
Phone No.
DEA No.
Exhibit B
Page 1 of 1
RATES BY SERVICE
CONTRACTOR: Generational Changes, Inc.
MAX COMPENSATION: $260,000
TERM: July 1, 2021 to June 30, 2023
July 1, 2023 to June 30, 2024 (optional)
July 1, 2024 to June 30, 2025 (optional)
July 1, 2025 to June 30, 2026 (optional)
Service Term Rate Notes
Assessment and 8085 completion of
first-time clients, based on completed
GR 8085 forms
July 2021 to June 2022 $60.00
Approximately 60
minutes of
assessment time
July 2022 to June 2023 $70.00
July 2023 to June 2024 $75.00
July 2024 to June 2025 $80.00
July 2025 to June 2026 $85.00
Re-assessment and 8085 completion
for returning clients referred by DSS,
who do not have a doctor-patient
relationship with CONTRACTOR or
CONTRACTOR's financial partners,
based on completed GR 8085 forms
July 2021 to June 2022 $30.00
Approximately 30
minutes of
assessment time
July 2022 to June 2023 $35.00
July 2023 to June 2024 $37.50
July 2024 to June 2025 $40.00
July 2025 to June 2026 $42.50
Additional per minute assessment cost
beyond base minutes (up to 30
additional minutes per client)
July 2021 to June 2022 $1.00
Number of clients with
extra time not to
exceed 3% of those
served annually
July 2022 to June 2023 $1.17
July 2023 to June 2024 $1.25
July 2024 to June 2025 $1.33
July 2025 to June 2026 $1.42
Interpreting for Spanish, Hmong, and
Cambodian
July 2021 to June 2022 $0.00
Per assessed client
July 2022 to June 2023 $0.00
July 2023 to June 2024 $0.00
July 2024 to June 2025 $0.00
July 2025 to June 2026 $0.00
Interpreting for other languages
July 2021 to June 2022 $15.00
Per assessed client
July 2022 to June 2023 $15.30
July 2023 to June 2024 $15.60
July 2024 to June 2025 $15.90
July 2025 to June 2026 $16.20
All other expenses incidental to CONTRACTOR'S performance of services under this
Agreement shall be borne by CONTRACTOR.
Exhibit C
SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as “County”),
members of a contractor’s board of directors (hereinafter referred to as “County Contractor”),
must disclose any self-dealing transactions that they are a party to while providing goods,
performing services, or both for the County. A self-dealing transaction is defined below:
“A self-dealing transaction means a transaction to which the corporation is a party and in
which one or more of its directors has a material financial interest”
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1)Enter board member’s name, job title (if applicable), and date this disclosure is being
made.
(2)Enter the board member’s company/agency name and address.
(3)Describe in detail the nature of the self-dealing transaction that is being disclosed to
the County. At a minimum, include a description of the following:
a.The name of the agency/company with which the corporation has the
transaction; and
b.The nature of the material financial interest in the Corporation’s transaction that
the board member has.
(4)Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5)Form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
Exhibit C
(1) Company Board Member Information:
Name: Date:
Job Title:
(2)Company/Agency Name and Address:
(3)Disclosure (Please describe the nature of the self-dealing transaction you are a party to):
(4) Explain why this self-dealing transaction is consistent with the requirements of
Corporations Code 5233 (a):
(5)Authorized Signature
Signature: Date: