HomeMy WebLinkAboutAgreement A-21-229 with VMS.pdf-1-
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A G R E E M E N T
THIS AGREEMENT is made and entered into this day of _______, 2021, by and between the
COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as
"COUNTY", and VOCATIONAL MANAGEMENT SERVICES, INC., a California For-Profit Corporation,
whose address is 2665 North Air Fresno Drive, Suite 110, Fresno, CA 93727, hereinafter referred to as
“CONTRACTOR.”
W I T N E S S E T H:
WHEREAS, pursuant to the California Work Opportunity and Responsibility to Kids (CalWORKs)
Act Division 9, Part 3, Chapter 2, Section 11320 et seq., COUNTY is mandated to deliver a time-limited
structural sequence of employment related activities and supportive services that are designed to maximize
unsubsidized employment opportunities to able-bodied, non-exempt CalWORKs public assistance
applicants and recipients; and
WHEREAS, COUNTY’s Department of Social Services, hereinafter referred to as DSS, has
developed and submitted to the State of California, a CalWORKs COUNTY Plan meeting the requirements
of the CalWORKs Act to deliver employment and training services to public assistance recipients; and
WHEREAS, COUNTY is authorized to enter into an Agreement with CONTRACTOR for such
services pursuant to CalWORKs and the rules and regulations of the California Department of Social
Services.
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 and fulfill all responsibilities as identified
in COUNTY’s Request for Proposal (RFP) No. 21-034, dated February 26, 2021, and Addendum No.
One (1) to COUNTY’s RFP No. 21-034, dated March 1, 2021, and Addendum No. Two (2) to COUNTY’s
RFP No. 21-034, dated March 12, 2021, collectively hereinafter referred to as COUNTY’s Revised RFP
No. 21-029 and CONTRACTOR’s response to said Revised RFP, all incorporated herein by reference
and made part of this Agreement.
B.CONTRACTOR shall perform all services set forth in Exhibit A, Summary of
Agreement No. 21-229
22nd June
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Services, attached hereto and by this reference incorporated herein.
C. In the event of any inconsistency among the documents described in Paragraphs
One (1) A and B hereinabove, the inconsistency shall be resolved by giving precedence in the following
order of priority: 1) to this Agreement, including all Exhibits attached hereto, 2) to COUNTY’s Revised
RFP No. 21-034, and 3) to the CONTRACTOR’s response to the Revised RFP. A copy of COUNTY’s
Revised RFP 21-034 and CONTRACTOR’s response shall be retained and made available during the
term of this Agreement by COUNTY’s Department of Social Services, hereinafter referred to as
COUNTY’s DSS.
2. TERM
The term of this Agreement shall commence on July 1, 2021 through and including June 30,
2024.
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 the COUNTY or the DSS Director or designee 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
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
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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,
Budget, attached hereto and by this reference incorporated herein. Mandated travel shall be reimbursed
based on actual expenditures and mileage reimbursement shall be at CONTRACTOR’s adopted rate per
mile, not to exceed the IRS published rate.
In no event shall compensation paid for services performed under this Agreement be in
excess of Two Million Three Hundred Eighty-One Thousand Nine Hundred Eighteen and No/100 Dollars
($2,381,918). For July 1, 2021 through June 30, 2022, in no event shall compensation paid for services
performed under this Agreement be in excess of Seven Hundred Ninety-Nine Thousand Three Hundred
Eighty-Six and No/100 Dollars ($799,386). For July 1, 2022 through June 30, 2023, in no event shall
compensation paid for services performed under this Agreement be in excess of Seven Hundred Eighty-
Two Thousand Five Hundred Eighty-Five and No/100 Dollars ($782,585). For July 1, 2023 through June
30, 2024, in no event shall compensation paid for services performed under this Agreement be in
excess of Seven Hundred Ninety-Nine Thousand Nine Hundred Forty-Seven and No/100 Dollars
($799,947).
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 State of California. In the event that funding
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for these services is delayed by the State Controller, COUNTY may defer payment to CONTRACTOR.
The amount of the deferred payment shall not exceed the amount of funding delayed by the State
Controller to the COUNTY. The period of time of the deferral by COUNTY shall not exceed the period of
time of the State Controller’s delay of payment to COUNTY plus forty-five (45) days.
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 receipts, invoices
received and documented administrative/overhead costs. No reimbursement for services shall be made
until invoices and MARs are reviewed and approved by COUNTY's DSS.
Monthly invoices must be submitted with accompanying back-up documentation, which
must provide proof of payment for all costs billed on the invoice. Expenditures must be billed to the invoice
corresponding to the month in which the expenditure was paid. All expenditures shall be reimbursed on a
cash basis and will not be reimbursed until paid by CONTRACTOR. Costs incurred via credit card are not
considered paid until the credit card payment has been made, and must be invoiced with verification of
credit card payment included.
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
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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
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
A. Any matters of this Agreement may be modified from time to time by the written
consent of CONTRACTOR and COUNTY without, in any way, affecting the remainder.
B. Notwithstanding the above, changes to Exhibit B, Budget, in an amount not to
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exceed ten percent (10%) of the total maximum compensation as identified in Section Four (4) of this
Agreement, may be made with the written approval of COUNTY’s DSS Director or designee and
CONTRACTOR. Budget line item changes shall not result in any change to the maximum compensation
amount payable to CONTRACTOR, as stated herein.
C. CONTRACTOR hereby agrees that changes to the compensation under this
Agreement may be necessitated by a reduction in funding from State and/or Federal sources.
COUNTY’s DSS Director or designee may modify the maximum compensation depending on State and
Federal funding availability, as stated in Section Four (4) in this Agreement. CONTRACTOR further
understands that this Agreement is subject to any restrictions, limitations or enactments of all legislative
bodies which affect the provisions, term, or funding of this Agreement in any manner.
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
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.
The provisions of this Section 9 shall survive termination of this Agreement.
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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. Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the California Labor
Code.
D. 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
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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
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
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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
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. CLEAN AIR AND WATER
In the event the funding under this Agreement exceeds One Hundred Thousand and No/100
Dollars ($100,000), 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 33
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 Agreement that has been listed on
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the Environmental Protection Agency (EPA) list of Violating Facilities;
B. COUNTY shall be notified prior to execution of this Agreement of the receipt of any
communication from the Director, Office of Federal Activities, U.S. EPA indicating that a facility to be
utilized in the performance of this Agreement 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 sub-grant, contract, or
subcontract.
15. DRUG-FREE WORKPLACE REQUIREMENTS
For purposes of this paragraph, CONTRACTOR will be referred to as the “grantee.” By
drawing funds against this grant award, the grantee is providing the certification that is required by
regulations implementing the Drug-Free Workplace Act of 1988, 45 CFR Part 76, Subpart F. These
regulations require certification by grantees that they will maintain a drug-free workplace. False certification
or violation of the certification shall be grounds for suspension of payments, suspension or termination of
grants, or government wide suspension or debarment. CONTRACTOR shall also comply with the
requirements of the Drug-Free Workplace Act of 1990 (California Government Code section 8350 et seq.).
16. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND
VOLUNTARY EXCLUSION-LOWER TIER COVERED TRANSACTIONS
A. COUNTY and CONTRACTOR recognize that CONTRACTOR is a recipient of State
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.
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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/.
17. 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.
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CONTRACTOR shall inform all 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
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 E-mailing at
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.
18. SINGLE AUDIT CLAUSE
A. If CONTRACTOR expends Seven Hundred Fifty Thousand Dollars ($750,000) or
more in 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 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 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
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COUNTY’s DSS, 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 Agreement may result in COUNTY performing the necessary audit tasks, or at
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 CONTRACTOR. All audit costs related to this
Agreement are the sole responsibility of 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
funding is through Drug related Medi-Cal. If a single audit is not applicable, a program audit must be
performed and a program audit report with management letter shall be submitted by CONTRACTOR to
COUNTY as a minimum requirement to attest to CONTRACTOR’s solvency. Said audit report shall be
delivered to COUNTY’s DSS, Administration, for review no later than nine (9) months after the close of
the fiscal year in which the funds supplied through this Agreement are expended. Failure to comply with
this Act may result in COUNTY performing the necessary audit tasks or contracting with a qualified
accountant to perform said audit. All audit costs related to this Agreement are the sole responsibility of
CONTRACTOR who agrees to take corrective action to eliminate any material noncompliance or
weakness found as a result of such audit. Audit work performed by COUNTY under this paragraph shall
be billed to the CONTRACTOR at COUNTY cost, as determined by COUNTY’s Auditor-
Controller/Treasurer-Tax Collector.
C. CONTRACTOR shall make available all records and accounts for inspection by
COUNTY, the State of California, if applicable, the Comptroller General of the United States, the Federal
Grantor Agency, or any of their duly authorized representatives, at all reasonable times for a period of at
least three (3) years following final payment under this Agreement or the closure of all other pending
matters, whichever is later.
19. 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 Agreement, to maintain
replacement-value insurance coverages on said hardware and software of like kind and quality
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approved by COUNTY.
All purchases over Five Thousand Dollars ($5,000) made during the life of this
Agreement that will outlive the life of this Agreement shall be identified as fixed assets with an assigned
Fresno County DSS Accounting Inventory Number. These fixed assets shall be retained by COUNTY,
as COUNTY property, in the event this Agreement is terminated or upon expiration of this Agreement.
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 Agreement. CONTRACTOR is responsible for returning to COUNTY all COUNTY
owned fixed assets upon the expiration or termination of this Agreement.
20. 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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21. 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.
22. GRIEVANCES
CONTRACTOR shall establish procedures for handling client complaints and/or grievances.
Such procedures will include provisions for informing clients of their rights to a State Hearing to resolve
such issues.
23. 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.
24. 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.
25. 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
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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).
26. PUBLIC INFORMATION
CONTRACTOR shall disclose COUNTY as a funding source in all public information.
27. 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 Director Department of Social Services Vocational Management Services, Inc. P.O. Box 1912 2665 N. Air Fresno Dr. Suite 110
Fresno, CA 93718 Fresno, CA 93727
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).
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28. 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.
29. 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.
30. 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.
CONTRACTOR shall not directly or indirectly use any of the funds under this Agreement for
any political activity or to further the election or defeat of any candidate for public office.
31. 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
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herein by reference, and submitting it to the COUNTY prior to commencing with the self-dealing
transaction or immediately thereafter.
32. 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.
33. 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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1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
2 first hereinabove written .
CONTRACTOR:
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VOCATIONAL MANAGEMNT SERVICES, INC. ?w-0~ ~,·
Print NameL T@ n le; 5 It/( C La.. L/
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Ti t le: 6;."e 5 i ci&h t
hairman of the Board, or
President, or any Vice President
,
B1<i} ~ s
Print Name: :,:;::44 f?S ~A-1.--n:&5
Title: s~e-/7A-~-
Secr~ry (of Corporation), or
any Assistant Secretary, or
Ch ief Financial Officer, or
any Assistant Treasurer
Mailing Address :
2665 N . Air Fresno Ave. Suite 110
Fresno, CA 93727
Phone No: (559) 456-8550
Contact: Jim Walters
FOR ACCOUNTING USE ONLY:
Fund/Subclass: 0001/10000
26 ORG No .: 56107001
Account No .: 7870
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Steve Brandau , Chairman of the Board of
. Supervisors of the County of Fresno
ATTEST:
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno , State of Ca li fornia
Exhibit A
Page 1 of 4
SUMMARY OF SERVICES
ORGANIZATION: Vocational Management Services Inc.
ADDRESS: 2665 North Air Fresno Drive, Suite 110
SERVICES: CalWORKs Job Ready Services for Participants with Disabilities
TELEPHONE: (559) 459-8550
CONTACTS: James D. Walters, Director
EMAIL: vms@unwirebb.com
______________________________________________________________________________
OVERVIEW
Vocational Management Services Inc. (VMS) shall provide employability services to participants
with disabilities who are recipients of California Work Opportunity and Responsibility to Kids
(CalWORKs) Welfare-to-Work (WTW) benefits. The provided services will be a specialized
program that includes job training and readiness components as well as assistance with job
search, job placement, job retention, and case management.
The program shall have as its goal providing participants, who have a learning disability (LD),
intellectual disability (ID), or physical disability (PD), with soft skills and employability training;
screening and working with the Department of Social Services (DSS) to remove barriers to
employment; and assisting participants with job search/preparation that will lead to employment
and/or transition to a WTW approved activity within 180 days of start of services.
These services will be offered in person in the City of Fresno, as well as via remote learning
throughout Fresno County.
I. TARGET POPULATION
These services are intended for recipients of California Work Opportunity and Responsibility to
Kids (CalWORKs) Welfare-to-Work (WTW) benefits, who have been assessed with, or disclosed
having, a LD, ID, or PD. Only individuals referred by DSS may participate in the program.
II. SERVICE LOCATION AND HOURS OF OPERATION
VMS shall have an office location in the City of Fresno as well as provide services remotely to
participants throughout Fresno County. Services shall be provided during the schedule listed
below, except holidays which are observed by the County of Fresno. DSS may approve other
holidays or closures as requested in advance by VMS.
A. Designated Office Space
1. The Fresno office shall include at least one office spaces that DSS can utilize for
purpose of this program.
Exhibit A
Page 2 of 4
B. Technology
1. VMS shall provide a laptop lending library complete with hotspot cards to provide
participants remote access for services.
C. Hours of Operation, service hours will include:
1. Monday through Friday, 8:00 am – 4:30 pm.
2. VMS staff will be available, as need arises, during non-traditional hours of
operation.
III. PROGRAM SERVICES
VMS shall provide participants open-entry/open-exit for services and allow participants to have
an individualized education and employment services plan. Each participant will be provided
between 4 to 40 hours of services per week, for up to 180 days, based on the participant’s
required weekly WTW hours. Workshops will be offered daily with an AM session and a PM
session.
A. Program Capacity
1. Office Workshop Capacity
a) AM Session - up to 35 participants
b) PM Session - up to 35 participants
2. Remote learning Capacity
a) AM Session - up to 5 participants
b) PM Session - up to 5 participants
B. Provided Services
Provided Services will include, but not be limited to:
1. Workshop Curriculum that is employability-focused
2. Specialized Adult Basic Education including GED and High School Diploma tutoring
3. Specialized Vocational Training with a focus on modern workplace integration or
production assembly
4. Counseling to address barriers to program engagement and self-sufficiency
5. Case Management that includes but is not limited to: referrals/linkages to
specialized psychological therapy, drug treatment, medical treatment, dental care,
vision and hearing services, and driver’s license tests
6. Job Search, Job Development, and Retention Services
7. Supervised Work Experience
VMS will work with participants to create a flexible schedule and/or make up hours
missed.
C. Referral Outreach
Referral Outreach is defined as engagement of referred participants, of non-responsive
referrals, and of participants that have missed scheduled services. VMS shall conduct
Referral Outreach for all DSS referrals and participants.
Exhibit A
Page 3 of 4
V. VMS COLLABORATIONS
VMS will collaborate with County and community partners for participants to understand
benefits and resources afforded by the partners.
VI. REPORTING REQUIREMENTS
A. Meeting with DSS
1. VMS will be responsible for meeting with DSS quarterly, or more often as requested
by DSS for contract and performance monitoring.
2. VMS will obtain a release of information from all participants to ensure
confidentiality is not breached when communicating and sharing client-specific
information in reports and discussions with DSS.
B. Participant Weekly Progress Reports
1. Participant Weekly Progress Reports (PR) will be completed for all referred
participants.
2. PR will be submitted by 5:00 pm every Friday or other DSS-approved day.
3. VMS will submit a PR within one business days for of all discharged participants.
4. PR will include:
a) Participant’s weekly attendance
b) Other information requested by DSS
C. Monthly Reporting
1. VMS will be required to submit a monthly report to DSS that will include, but not be
limited to:
a) Actual expenses with backup documentation organized in a method approved by
DSS. Invoices shall include all corresponding documentation submitted and be
identified by line item. Supporting documentation shall include but is not limited
to: receipts, invoices received, and documented administrative/overhead costs.
b) A monthly activity report including outcomes and other relevant data as
requested by DSS.
2. Other program information requested by DSS.
VII. DSS REQUIRED TRAININGS
VMS will provide Civil Rights and Privacy and Security training to their staff within 30 days of the
commencement of this Agreement. VMS will provide annual Civil Rights and Privacy and Security
training to their staff in the beginning of every calendar year and will provide relevant proof of
completion to DSS by April 1st of every calendar year. VMS will ensure all new hires receive both
trainings and proof of completion to DSS is submitted within 30 days of their hire.
VMS will provide any other additional trainings to staff as they become required by DSS. DSS is
to provide training material for VMS staff.
Exhibit A
Page 4 of 4
VIII. DSS RESPONSIBILITIES
DSS shall be responsible for referring appropriate participants to VMS for Specialized Job Ready
Employability Services for participants with disabilities.
1. DSS will confirm and verify participant eligibility to services.
2. DSS will provide VMS with participant’s disability assessments when applicable.
3. DSS will provide referrals for services and ensure that all referred participants’
required WTW participation hours are provided to VMS.
4. DSS shall ensure VMS is provided with all relevant contact information for each
referred participant.
5. DSS staff shall meet with VMS staff as often as needed to exchange pertinent
information, resolve problems, and work together to effectively coordinate
services.
6. DSS will provide participants with applicable supportive services, including but not
limited to: transportation fare/reimbursement, childcare, and other ancillary items
to address employment barriers.
IX. PERFORMANCE MEASURES
For each contract period, VMS shall meet the following performance measurements and levels:
A. Outcome 1: Program Engagement Rate (70%)
70% of all participants who complete intake will be enrolled for services as measured
by:
1. Participants who complete enrollment paperwork.
2. Participants who continue to participate for at least 30 calendar days.
B. Outcome 2: Program Effectiveness Rate (55%)
55% of all participants who complete the program will become employed or participate
in a WTW activity within 180 days of start of services.
C. Outcome 3: Employment Retention Rate (65%)
65% of participants who successfully complete the program and become employed will
retain employment for at minimum 60 days.
DSS will consider VMS performance levels when determining whether to execute the optional
extension term of this agreement.
Exhibit B
Page 1 of 3
BUDGET
ORGANIZATION: Vocational Management Services, Inc.
SERVICES: Job Ready Services for Participants with Disabilities
CONTRACT PERIOD: July 1, 2021- June 30, 2022
TERM AMOUNT: $799,386.00
BUDGET CATEGORY TOTAL
SALARIES $ 362,544.00
Positions
Director (.5 FTE)
Lead Counselor/Teacher (1 FTE)
Counselor/Teacher (2 FTE)
Aide (2FTE)
Job Developer (1 FTE)
Office Manager/Aide (1 FTE)
BENEFITS $164,698.00
Includes Health Ins, Retirement, Life Insurance
PAYROLL TAXES $29,583.00
FICA, SUI
INSURANCE $13,547.00
Includes Commercial General Liability, Automobile Liability, Workers Compensation
COMMUNICATIONS $14,280.00
Includes Office Telephone & Internet, Staff Cell Phone Monthly reimbursement, Internet Hot Spots
OFFICE EXPENSES $14,632.00
Includes Equipment Maintenance Repair, Building Maintenance Supplies, General Day-to-Day Office
Consumables, Microsoft Office 365, Desk Top Supplies
OFFICE LEASE $51,852.00
Fresno Office Lease
UTILITIES $9,250.00
Fresno Office Utilities
EQUIPMENT PURCHASE $26,000.00
Includes Desktops, Laptops, Write Pads
TRANSPORTATION $8,000.00
Includes Staff Mileage Reimbursement when conducting home visits
PROGRAM SUPPLIES $22,750.00
Includes Testing Material, Shop Supplies, Workbooks/ Instructional Aides, Cognitive Training Software
OTHER $22,250.00
Audit, Accounting, Perceptual Motor Consultant
INDIRECT COSTS $60,000.00
Includes Administrative Costs
CONTRACT PERIOD TOTAL
$799,386.00
Exhibit B
Page 2 of 3
BUDGET
ORGANIZATION: Vocational Management Services, Inc.
SERVICES: Job Ready Services for Participants with Disabilities
CONTRACT PERIOD: July 1, 2022- June 30, 2023
TERM AMOUNT: $782,585.00
BUDGET CATEGORY TOTAL
SALARIES $368,555.00
Positions
Director (.5 FTE)
Lead Counselor/Teacher (1 FTE)
Counselor/Teacher (2 FTE)
Aide (2FTE)
Job Developer (1 FTE)
Office Manager/Aide (1 FTE)
BENEFITS $160,849.00
Includes Health Ins, Retirement, Life Insurance
PAYROLL TAXES $30,042.00
FICA, SUI
INSURANCE $13,831.00
Includes Commercial General Liability, Automobile Liability, Workers Compensation
COMMUNICATIONS $14,745.00
Includes Office Telephone & Internet, Staff Cell Phone Monthly reimbursement, Internet Hot Spots
OFFICE EXPENSES $14,959.00
Includes Equipment Maintenance Repair, Building Maintenance Supplies, General Day-to-Day Office
Consumables, Microsoft Office 365, Desk Top Supplies
OFFICE LEASE $52,888.00
Fresno Office Lease
UTILITIES $9,435.00
Fresno Office Utilities
EQUIPMENT PURCHASE $0.00
Includes Desktops, Laptops, Write Pads
TRANSPORTATION $11,185.00
Includes Staff Mileage Reimbursement when conducting home visits
PROGRAM SUPPLIES $23,147.00
Includes Testing Material, Shop Supplies, Workbooks/ Instructional Aides, Cognitive Training Software
OTHER $22,735.00
Audit, Accounting, Perceptual Motor Consultant
INDIRECT COSTS $60,214.00
Includes Administrative Costs
CONTRACT PERIOD TOTAL
$782,585.00
Exhibit B
Page 3 of 3
BUDGET
ORGANIZATION: Vocational Management Services, Inc.
SERVICES: Job Ready Services for Participants with Disabilities
CONTRACT PERIOD: July 1, 2023- June 30, 2024
TERM AMOUNT: $799,947.00
BUDGET CATEGORY TOTAL
SALARIES $375,926.00
Positions
Director (.5 FTE)
Lead Counselor/Teacher (1 FTE)
Counselor/Teacher (2 FTE)
Aide (2FTE)
Job Developer (1 FTE)
Office Manager/Aide (1 FTE)
BENEFITS $166,547.00
Includes Health Ins, Retirement, Life Insurance
PAYROLL TAXES $30,606.00
FICA, SUI
INSURANCE $ 14,220.00
Includes Commercial General Liability, Automobile Liability, Workers Compensation
COMMUNICATIONS $15,221.00
Includes Office Telephone & Internet, Staff Cell Phone Monthly reimbursement, Internet Hot Spots
OFFICE EXPENSES $15,292.00
Includes Equipment Maintenance Repair, Building Maintenance Supplies, General Day-to-Day Office
Consumables, Microsoft Office 365, Desk Top Supplies
OFFICE LEASE $53,946.00
Fresno Office Lease
UTILITIES $9,700.00
Fresno Office Utilities
EQUIPMENT PURCHASE $2,000.00
Includes Desktops, Laptops, Write Pads
TRANSPORTATION $8,253.00
Includes Staff Mileage Reimbursement when conducting home visits
PROGRAM SUPPLIES $23,652.00
Includes Testing Material, Shop Supplies, Workbooks/ Instructional Aides, Cognitive Training Software
OTHER $23,226.00
Audit, Accounting, Perceptual Motor Consultant
INDIRECT COSTS $61,358.00
Includes Administrative Costs
CONTRACT PERIOD TOTAL
$799,947.00
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: