HomeMy WebLinkAboutAgreement A-20-240 with United Language Group.pdf1
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A G R E E M E N T
THIS AGREEMENT is made and entered into this day of _________, 2020, by and between
the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as
"COUNTY", the FRESNO COUNTY IN-HOME SUPPORTIVE SERVICES PUBLIC AUTHORITY, a
corporate public body, hereinafter referred to as “IHSS PA”, and United Language Group, a Minnesota
corporation, whose address is 1600 Utica Avenue South, Suite 750, Minneapolis, MN 55416, hereinafter
referred to as "CONTRACTOR".
W I T N E S S E T H:
WHEREAS, Title VI of the Civil Rights Act of 1964 (42 U.S.C. et seq.; 45 C.F.R. §80.1 et seq.; and
28 C.F.R §42.101-42.112) requires COUNTY and IHSS PA to provide persons with Limited English
Proficiency (LEP) meaningful access to government services; and
WHEREAS, COUNTY has a need for translation and interpretation services for its employees,
contracted providers, patients, and consumers with LEP who seek services from COUNTY’s Department
of Behavioral Health, Department of Public Health, Department of Social Services, Department of Public
Works and Planning, Probation Department, Department of Agriculture, and County Clerk/Registrar of
Voters, hereinafter referred to individually as “COUNTY Department” and collectively as “COUNTY”; and
WHEREAS, IHSS PA has a need for translation and interpretation services for employees and
clients who seek services from IHSS PA; and
WHEREAS, CONTRACTOR is capable of providing translation and interpretation services for
employees and clients who seek services from COUNTY and IHSS PA.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
contained, the parties hereto agree as follows:
1.SERVICES
A.CONTRACTOR shall provide 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. 20-051 dated March 11, 2020, Addendum No.
One (1), dated April 1, 2020 and Addendum No. Two (2) dated April 3, 2020, hereinafter collectively
23rd June
Agreement No. 20-240
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referred to as COUNTY’S RFP 20-051, and CONTRACTOR'S response to said RFP, all incorporated
herein and by reference made part of this Agreement.
C. In the event of any inconsistency among the documents described in Paragraph
1.A and 1.B herein above, 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 RFP 20-
051; and 3) to CONTRACTOR'S Response to RFP. A copy of COUNTY’S RFP 20-051 and
CONTRACTOR'S response shall be retained and made available during the term of this Agreement by
COUNTY’S Department of Social Services (DSS).
2. TERM
The term of this Agreement shall be for a period of three (3) years, commencing on July 1,
2020 through and including June 30, 2023.
This Agreement may be extended for two (2) 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 Director of COUNTY Department of Social Services, hereinafter
referred to as DSS Director, or his or her designee is authorized to execute such written approval on behalf
of COUNTY based on CONTRACTOR’S satisfactory performance. The Executive Director of IHSS PA or
his or her designee is authorized to execute such written approval on behalf of IHSS PA 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 CONTRACTOR thirty (30) days advance written notice.
B. Breach of Contract - COUNTY or IHSS PA may immediately suspend or terminate
this Agreement in whole or in part, where in the determination of COUNTY or IHSS PA 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 COUNTY or IHSS
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PA;
4)Improperly performed service.
In no event shall any payment by COUNTY or IHSS PA constitute a waiver by COUNTY or
IHSS PA of any breach of this Agreement or any default, which may then exist on the part of
CONTRACTOR. Neither shall such payment impair or prejudice any remedy available to COUNTY or
IHSS PA with respect to the breach or default. COUNTY and IHSS PA shall have the right to demand of
CONTRACTOR the repayment to COUNTY or IHSS PA of any funds disbursed to CONTRACTOR under
this Agreement, which in the judgment of COUNTY or IHSS PA were not expended in accordance with the
terms of this Agreement. CONTRACTOR shall promptly refund any such funds upon demand or, at
COUNTY’s or IHSS PA’s, discretion such repayment shall be deducted from future payments owing to
CONTRACTOR under this Agreement.
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,
or IHSS PA Executive Director or designee, upon the giving of thirty (30) days advance written notice of an
intention to terminate the Agreement.
Termination of this Agreement by COUNTY does not affect the Agreement as it relates to
CONTRACTOR and IHSS PA. Termination of this Agreement by IHSS PA does not affect the
Agreement as it relates to CONTRACTOR and COUNTY.
4.COMPENSATION
For actual services provided as identified in the terms and conditions of this Agreement,
COUNTY and IHSS PA agree to pay CONTRACTOR and CONTRACTOR agrees to receive
compensation in accordance with Exhibit B, attached hereto and by this reference incorporated herein.
In no event shall compensation for services performed under this Agreement be in excess
of Seven Hundred Forty-Seven Thousand Nine Hundred Sixty-Nine Dollars ($747,969) for each 12-month
period (July 1, 2020 to June 30, 2021, July 1, 2021 to June 30, 2022, and July 1, 2022 to June 30, 2023).
Should the term of this Agreement be extended for one (1) or two (2) additional years, in no event shall
compensation for services performed under this Agreement be in excess of Seven Hundred Forty-Seven
Thousand Nine Hundred Sixty-Nine Dollars ($747,969) for each 12 month period (July 1, 2023 to June 30,
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2024 or July 1, 2024 to June 30, 2025). The cumulative total of the Agreement shall not be in excess of
Three Million Seven Hundred Thirty-Nine Thousand Eight Hundred Forty-Five Dollars ($3,739,845).
COUNTY and IHSS PA will not request services beyond the annual not to exceed amounts. It is
understood that all expenses incidental to CONTRACTOR'S performance of services under this
Agreement shall be borne by CONTRACTOR.
Except as provided below regarding State payment delays, payments by COUNTY shall
be in arrears, for services provided during the preceding month, within forty-five (45) days after receipt,
verification and approval of CONTRACTOR’S invoices by DSS. If CONTRACTOR should fail to comply
with any provision of this Agreement, COUNTY and IHSS PA shall be relieved of its obligation for further
compensation. All final claims shall be submitted by CONTRACTOR within sixty (60) days following the
final month of service for which payment is claimed. No action shall be taken by COUNTY or IHSS PA on
claims submitted beyond the sixty (60) day closeout period. Any compensation which is not expended by
CONTRACTOR pursuant to the terms and conditions of this Agreement shall automatically revert to
COUNTY and IHSS PA.
The services provided by CONTRACTOR under this Agreement are funded in whole or in
part by the State of California. In the event that funding for these services is delayed by the State
Controller, COUNTY or IHSS PA may defer payment to CONTRACTOR. The amount of the deferred
payment shall not exceed the amount of funding delayed by the State Controller to COUNTY. The period
of time of the deferral by COUNTY and IHSS PA 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 in arrears by the tenth (10th) of each month for
actual expenses incurred and services rendered in the previous month to the requesting COUNTY
Department or IHSS PA as documented in Exhibit C, attached hereto and by this reference incorporated
herein.
At the discretion of a COUNTY Department Director or designee, or IHSS PA’s Executive
Director or designee, if an invoice is incorrect or is otherwise not in proper form or substance, a
COUNTY’S Department Director or designee, or IHSS PA’s Executive Director or designee, shall have the
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right to withhold payment as to only that portion of the invoice that is incorrect or improper after five (5)
days prior written notice to CONTRACTOR. CONTRACTOR agrees to continue to provide services for a
period of ninety (90) days after notification of an incorrect or improper invoice. If after the ninety (90) day
period, the invoice(s) is still not corrected to COUNTY or IHSS PA’s satisfaction, COUNTY or COUNTY's
DSS Director or designee may elect to terminate this Agreement on behalf of COUNTY and IHSS PA, or
its Executive Director or designee may elect to terminate this Agreement on behalf of IHSS PA, pursuant
to the termination provisions stated in Paragraph Three (3) of this Agreement. In addition, for invoices
received ninety (90) days after the expiration of each term of this Agreement or termination of this
Agreement, at the discretion of COUNTY Department’s Director or designee or IHSS PA’s Executive
Director or designee shall have the right to deny payment of any additional invoices received.
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 COUNTY or IHSS PA. Furthermore, COUNTY and IHSS
PA 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 and IHSS PA 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, COUNTY and IHSS PA shall comply with all applicable
provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction
over matters which are directly or indirectly the subject of this Agreement.
Because of its status as an independent contractor, CONTRACTOR shall have absolutely
no right to employment rights and benefits available to COUNTY or IHSS PA 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 and IHSS
PA harmless from all matters relating to payment of CONTRACTOR's employees, including compliance
with Social Security, withholdings and all other regulations governing such matters. It is acknowledged that
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during the term of this Agreement, CONTRACTOR may be providing services to others unrelated to the
COUNTY or IHSS PA or to this Agreement.
7.MODIFICATION
Any matters of this Agreement may be modified from time to time by the written consent
of all the parties without, in any way, affecting the remainder.
8.HOLD HARMLESS
CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY and/or IHSS
PA’s request, defend COUNTY and/or IHSS PA, its officers, agents, and employees from any and all costs
and expenses (including attorney’s fees and court costs), damages, liabilities, claims, and losses occurring
or resulting to COUNTY and/or IHSS PA in connection with the performance, or failure to perform, of
CONTRACTOR, its officers, agents, or employees under this Agreement, and from any and all costs and
expenses (including attorney’s fees and court 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, by CONTRACTOR, its officers, agents, or employees under this Agreement. In addition,
CONTRACTOR agrees to indemnify COUNTY and/or IHSS PA for Federal State of California and/or local
audit exceptions resulting from noncompliance herein on the part of the CONTRACTOR.
9.INSURANCE
Without limiting COUNTY's or IHSS PA’s right to obtain indemnification from the
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 MillionDollars ($2,000,000.00) per occurrence and an annual aggregate of Four MillionDollars ($4,000,000.00). This policy shall be issued on a per occurrence basis.COUNTY may require specific coverage including completed operations, productsliability, and contractual liability, Explosion-Collapse-Underground, fire legal liabilityor any other liability insurance deemed necessary because of the nature of thiscontract.
B.Automobile Liability
Comprehensive Automobile Liability Insurance with limits of not less than OneMillion Dollars ($1,000,000.00) per accident for bodily injury and for propertydamages. Coverage should include any auto used in connection with thisAgreement.
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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.
D.Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the CaliforniaLabor Code.
E.Errors & Omissions Professional LiabilityA policy that shall not be suspended, voided, cancelled by either party or reduced
in coverage of not less than One Million Dollars ($1,000,000.00) per incident and
Three Million ($3,000,000.00) annual aggregate. Coverage must extend to claims
made up to twelve (12) months beyond the expiration or termination of this
agreement.
CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance
naming the County of Fresno and IHSS Public Authority, 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 and IHSS PA, 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 and IHSS PA.
CONTRACTOR hereby waives its right to recover from COUNTY or IHSS PUBLIC
AUTHORITY, its officers, agents, and employees any amounts paid by the policy of worker’s
compensation insurance required by this Agreement. CONTRACTOR is solely responsible to obtain any
endorsement to such policy that may be necessary to accomplish such waiver of subrogation, but
CONTRACTOR’s waiver of subrogation under this paragraph is effective whether or not CONTRACTOR
obtains such an endorsement.
Within Thirty (30) days from the date CONTRACTOR signs and executes this Agreement,
CONTRACTOR shall provide certificates of insurance and endorsement as stated above for all of the
foregoing policies, as required herein, to the County of Fresno Department of Social Services at 205 W.
Pontiac Way, Clovis, CA 93612, Attention: Contract Analyst, stating that such insurance coverages have
been obtained and are in full force; that COUNTY and IHSS PA, its officers, agents and employees will not
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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 and IHSS PA, 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 and IHSS PA, 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 and IHSS PA.
In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein
provided, COUNTY and IHSS PA 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.
10.ASSIGNMENT OF AGREEMENT
COUNTY and IHSS PA understand that CONTRACTOR provides translation and
interpreter services under this Agreement through independent contractors that CONTRACTOR contracts
with, which does not impact CONTRACTOR’s obligations to COUNTY and IHSS PA under this
Agreement. The use of these independent contractors does not entitle CONTRACTOR to any additional
compensation than is provided under this Agreement.
CONTRACTOR shall obtain written approval from COUNTY’s DSS Director or designee
and IHSS PA’s Executive Director or designee before assigning any of its rights or duties under this
agreement. Any assignee will be subject to all applicable provisions of this Agreement, and all applicable
State and Federal regulations. CONTRACTOR shall be held primarily responsible by COUNTY and IHSS
PA for the performance of any assignee unless otherwise expressly agreed to in writing by COUNTY and
IHSS PA.
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11.AUDITS AND INSPECTIONS:
CONTRACTOR shall at any time during business hours, and as often as COUNTY or IHSS
PA may deem necessary, make available to COUNTY and IHSS PA for examination all such records and
data with respect to the matters covered by this Agreement. CONTRACTOR shall, upon request by
COUNTY and IHSS PA, permit COUNTY and IHSS PA to audit and inspect all 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).
12.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 DSS Vice President-Client Engagement 205 W. Pontiac Way United Language Group Clovis, CA 93612 1600 Utica Ave South, Ste 750 Minneapolis, MN 55416
IHSS PA
Executive Director, IHSS Public Authority
205 W. Pontiac Way
Clovis, CA 93612
All notices between COUNTY, IHSS PA 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
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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).
13.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 and IHSS PA 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.
14.GOVERNING LAW
The parties agree that for the purposes of venue, performance 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.
15.DISCLOSURE OF SELF-DEALING TRANSACTIONS
This provision is only applicable if 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 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 A and incorporated
herein by reference, and submitting it to COUNTY and IHSS PA prior to commencing with the self-
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dealing transaction or immediately thereafter.
16.CONFIDENTIALITY
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.
17.CERTIFICATION REGARDING DEBARMENT, SUSPENSIONS, INELIGIBILITY AND
VOLUNTARY EXCLUSION-LOWER TIER COVERED TRANSITIONS
A.COUNTY, IHSS PA and CONTRACTOR recognize that Federal assistance funds
will be used under the terms of this Agreement. For purposes of this paragraph, CONTRACTOR will be
referred to as the “prospective recipient”.
B.This certification is required by the regulation implementing Executive Order 12549,
Debarment and Suspension, 29 CFR Part 98, section 98.510, Participant’s responsibilities.
1)The prospective recipient of Federal assistance funds certified by entering
into this Agreement, that neither it nor its principals are presently debarred, suspended, proposed for
debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal
department or agency.
2)The prospective recipient of funds agrees by entering into this Agreement,
that it shall not knowingly enter into any lower tier covered transaction with a person who is debarred,
suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless
authorized by the Federal department or agency with which this transaction originated.
3)Where the prospective recipient of Federal assistance funds is unable to
certify to any of the statements in this certification, such prospective participant shall attach an explanation
to this Agreement.
4)The prospective recipient shall provide immediate written notice to
COUNTY and IHSS PA if at any time prospective recipient learns that its certification in Paragraph 19 of
this Agreement was erroneous when submitted or has become erroneous by reason of changed
circumstances.
The prospective recipient further agrees that by entering into this Agreement, it will include
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a clause identical to Paragraph 17 of this Agreement and titled “Certification Regarding Debarment,
Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transactions”, in all lower tier
covered transactions and in all solicitations for lower tier covered transaction.
5.) The certification in Paragraph 17 of this Agreement is a material
representation of fact upon which COUNTY and IHSS PA relied in entering into this Agreement.
18. DATA SECURITY
For the purpose of preventing the potential loss, misappropriation or inadvertent
disclosure of COUNTY and IHSS PA data including sensitive or personal client information; abuse of
COUNTY or IHSS PA resources; and/or disruption to COUNTY or IHSS PA operations, individuals
and/or agencies that enter into a contractual relationship with COUNTY and/or IHSS PA for the purpose
of providing services under this Agreement must employ adequate data security measures to protect
the confidential information provided to CONTRACTOR by COUNTY or IHSS PA, including but not
limited to the following:
A. CONTRACTOR-Owned Mobile/Wireless/Handheld Devices may not be connected
to COUNTY or IHSS PA networks via personally owned mobile, wireless or handheld devices, except
when authorized by COUNTY and/or IHSS PA for telecommuting and then only if virus protection software
currency agreements are in place, and if a secure connection is used.
B. Contractor-Owned Computers or Computer Peripherals may not brought into
COUNTY or IHSS PA facilities for use, including and not limited to mobile storage devices, without prior
authorization from COUNTY’s Chief Information Officer or her designee and transferred by means of a
Virtual Private Network Connection, or another type of secure connection of this type if any data is
approved to be transferred.
C. COUNTY and/or IHSS PA-Owned Computer Equipment - CONTRACTOR or
anyone having an employment relationship with COUNTY and/or IHSS PA may not use COUNTY and/or
IHSS PA computers or computer peripherals on non-COUNTY and/or IHSS PA premises without prior
authorization from COUNTY’s Chief Information Officer or her designee.
D. CONTRACTOR may not store COUNTY’s and/or IHSS PA’s private confidential
or sensitive data on any hard disk drive.
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E. CONTRACTOR is responsible to employ strict controls to insure the integrity and
security of COUNTY’s and/or IHSS PA's confidential information and to prevent unauthorized access to
data maintained in computer files, program documentation, data processing systems, data files and
data processing equipment which stores or processes COUNTY and/or IHSS PA data internally and
externally.
F. Confidential client information transmitted to one party by the other by means of
electronic transmissions must be encrypted according to Advanced Encryption Standards (AES) of 128
BIT or higher. Additionally, a password or pass phrase must be utilized.
G. CONTRACTOR is responsible to immediately notify COUNTY and IHSS PA of
any breaches or potential breaches of security related to COUNTY’s or IHSS PA's confidential
information, data maintained in computer files, program documentation, data processing systems, data
files and data processing equipment which stores or processes COUNTY and/or IHSS PA data
internally or externally.
H. In the event of a breach of security related to COUNTY’s and/or IHSS PA's
confidential client information provided to CONTRACTOR, COUNTY and/or IHSS PA will manage the
response to the incident, however, CONTRACTOR will be responsible to issue any notification to
affected individuals as required by law or as deemed necessary by COUNTY and/or IHSS PA in its sole
discretion. CONTRACTOR will be responsible for all costs incurred as a result of providing the required
notification.
19. PUBLIC AUTHORITY SEPARATE ENTITY
IHSS PA is an independent legal entity, separate and apart from the County of Fresno.
IHSS PA has no power to bind the County to any contractual or legal obligations. Nor may the obligees
of IHSS PA seek recourse against the County of Fresno for any financial or legal obligations of the
IHSS PA.
20. CONFLICT OF INTEREST
No officer, agent, or employee of COUNTY or IHSS PA who exercises any function or
responsibility for planning and carrying out the services provided under this Agreement shall have any
direct or indirect personal financial interest in this Agreement. In addition, no employee of COUNTY or
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IHSS PA shall be employed by CONTRACTOR to fulfill any contractual obligations with COUNTY or
IHSS PA. CONTRACTOR shall also 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, agent, or employee of COUNTY or IHSS PA.
21.POLITICAL ACTIVITY
None of the funds, materials, property or services provided directly or indirectly under this
Agreement shall be used for any political activity, or to further the election or defeat of any candidate for
public office.
22.LOBBYING 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.
23.FRATERNIZATION
CONTRACTOR shall establish procedures addressing fraternization between
CONTRACTOR staff and clients. Such procedures will include provisions for informing CONTRACTOR
staff and clients regarding fraternization guidelines.
24.INTERPRETATION OF LAWS AND REGULATIONS
COUNTY and IHSS PA reserve the right to make final interpretations or clarifications on
issues relating to Federal and State laws and regulations, to ensure compliance.
25.COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS
CONTRACTOR, COUNTY and IHSS PA, its officers, consultants, subcontractors, agents
and employees shall comply with all applicable State, Federal and local laws and regulations governing
projects that utilize Federal Funds.
26.PERSONNEL DISCLOSURE
CONTRACTOR, upon request, shall make available to COUNTY and IHSS PA a current
list of all personnel providing services hereunder. Changes to this list will be immediately provided to
COUNTY and IHSS PA in writing. The list shall provide the following information:
A.All full or part-time staff positions by title whose direct services are required to
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provide the programs described herein;
B. A brief description of the functions of each such position and hours each person in
such position works each week or, for part-time positions, each day or month, as appropriate;
C. The education and experience levels required for each position; and
D. The names of persons filling the identified positions.
27. 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 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).
28. SINGLE AUDIT CLAUSE
As a Contractor of Federal financial assistance, CONTRACTOR agrees to provide copies
of their audit reports, performed in accordance with the requirements of the Single Audit Act of 1984 (31
USC section 7502) and subject to the terms of Office of Management and Budget (OMB) Circulars (A-110,
A-122 and A-133), to the County of Fresno. Such audits shall be delivered to COUNTY’s DSS, for review
not later than nine (9) months after the close of the CONTRACTOR’S fiscal year in which the funds
supplied through this Agreement are expended and/or received for this program. The audits must include
a statement of findings or a statement that there were no findings. If there were negative findings,
CONTRACTOR must include a corrective action plan signed by an authorized individual. Failure to
comply with this Act may result in COUNTY or IHSS PA performing the necessary audit tasks, or, at
COUNTY’s or IHSS PA’s option, contracting with a qualified accountant to perform this audit. All audit
costs related to this Agreement are the sole responsibility of CONTRACTOR who agree to take corrective
actions to eliminate any material noncompliance or weakness found as a result of such audits. Audit work
performed by COUNTY and/or IHSS PA under this paragraph shall be billed at COUNTY cost as
determined by COUNTY’s Auditor-Controller/Treasurer-Tax Collector.
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29. TAX EQUITY AND FISCAL RESPONSIBILITY ACT
To the extent necessary to prevent disallowance of reimbursement under section 1861 (v)
(1) (1) (I) of the Social Security Act, (42 U.S.C § 1395x, Sub. (v)(1)[I]), until the expiration of four (4) years
after the furnishing of services under this Agreement, CONTRACTOR shall make available, upon written
request to the Secretary of the United States Department of Health and Human Services, or upon request
to the Comptroller General of the United States General Accounting Office, or any of their duly authorized
representatives, a copy of this Agreement and such books, documents, and records as are necessary to
certify the nature and extent of the costs of these services provided by COTNRACTOR under this
Agreement. CONTRACTOR further agrees that in the event CONTRACTOR carries out any of their duties
under this Agreement through a subcontract, with a value or cost of Ten Thousand and No/100 Dollars
($10,000) or more over a twelve (12) month period, with a related organization, such Agreement shall
contain a clause to the effect that until the expiration of four (4) years after the furnishing of such services
pursuant to such subcontract, the related organizations shall make available, upon written request to the
Secretary of the United Sates General Accounting Office, or any of their duly authorized representatives, a
copy of such subcontract and such books, documents, and records of such organization as are necessary
to verify the nature and extent of such costs and regulations.
30. 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.
31. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between CONTRACTOR, COUNTY, and
IHSS PA 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.
///
1 IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day and year
2 first hereinabove written .
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Bob Arnold , Vice President -Client
Engagement
United Language Group
FOR ACCOUNTING USE ONLY:
Fund : 0001
Subclass: 10000
ORG: 5610
Account: 7295
COUNTY OF FRESNO
£Erne ~~~
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 California
By : ~ ~
FRESNO COUNTY
IN-HOME SUPPORTIVE SERVICES
PUBLIC AUTHORITY
£ Y-4,,,. 'f-~--/4--,__
Ernest Buddy Mendes
Chairman of the Board of Directors
17
Exhibit A: Page 1 of 6
Summary of Services
ORGANIZATION: United Language Group
ADDRESS: 1600 Utica Avenue South
Minneapolis, MN 55416
CONTACT: Bob Arnold, Vice President-Client Engagement
(303)949-0403 Bob.Arnold@ulgroup.com
SERVICES: Written Translation and Telephonic/Video Remote
Interpretation
CONTRACT PERIOD July 1, 2020 - June 30, 2021 $747,969
and NOT TO EXCEED July 1, 2021 - June 30, 2022 $747,969
AMOUNTS: July 1, 2022 – June 30, 2023 $747,969
July 1, 2023 – June 30, 2024 $747,969
July 1, 2024 – June 30, 2025 $747,969
CONTRACTOR REQUIREMENTS
Written Translation Services:
1.UNITED LANGUAGE GROUP (hereinafter “CONTRACTOR”) will provide written translation
services for the Fresno County In-Home Supportive Services Public Authority (hereinafter “IHSS
PA”)and the COUNTY OF FRESNO, Departments of Social Services, Public Health, Behavioral
Health, Probation, Public Works and Planning, Agriculture and the County Clerk/Registrar of
Voters, (hereinafter “COUNTY”).
2.CONTRACTOR will provide written translation services from CONTRACTOR’s place of business
during normal business days and hours, Monday-Friday from 7:30 am PST to 5:00 pm PST, and if
needed, during non-business days and hours.
3.CONTRACTOR will provide written translation services for all languages listed herein.
4.CONTRACTOR will translate documents from English into target languages and from source
languages into English.
Exhibit A: Page 2 of 6
5.CONTRACTOR will ensure all translations are completed by a qualified translator, and will ensure
all documents are edited, proofread and vetted for accuracy, consistency, and localization.
6.All written translations will be completed within three (3) business days unless an alternate
timeframe is mutually agreed upon by CONTRACTOR and COUNTY or CONTRACTOR and IHSS PA.
7.CONTRACTOR will facilitate same-day translation services in emergent situations, such as
emergencies involving children, families, older adults or disabled persons, or natural disasters.
These and other unforeseen circumstances may require translations completed within four (4)
hours or a mutually agreed upon same-day deadline.
8.Documents in need of translation will be provided as electronic files submitted through
CONTRACTOR’s online portal. CONTRACTOR will maintain integrity of document design and
layout, logos, images, terminology, and printing needs. CONTRACTOR will provide translated
documents as electronic files, and all translated documents will be submitted in the format
requested. CONTRACTOR will correct, at no additional charge, all translation errors or
misinterpretations identified by COUNTY or IHSS PA within three (3) month timeframe from the
document translation completion date, using the same turnaround time as the initial request.
CONTRACTOR will also provide, upon request, proofreading services for translated documents
currently in use by COUNTY or IHSS PA.
9.CONTRACTOR will maintain records documenting all translation requests, the requesting County
Department or IHSS PA, and the target and source languages translated. In the event a
translated document is damaged or lost by the requesting County Department or IHSS PA,
CONTRACTOR agrees to provide a replacement copy at no cost to COUNTY or IHSS PA for the
period of three (3) months from the document translation completion date. Document
translation records will be maintained in accordance with all Federal, State and County
requirements. Upon submittal by CONTRACTOR, all translated documents shall become sole
property of COUNTY or IHSS PA.
10.CONTRACTOR’s monthly invoices will include the following information for each completed
document translation: language, number of words translated; number of pages proofread,
edited, formatted and/or scanned; and any additional work that was necessary to fulfill the
request.
11.CONTRACTOR will ensure 95% of translated documents are error free and require no revision by
COUNTY or IHSS PA.
12.CONTRACTOR will ensure 100% of translated documents are completed within the mutually
agreed-upon deadline.
Exhibit A: Page 3 of 6
Telephonic/Video Remote Interpretation Services:
1.CONTRACTOR will provide telephonic/video remote interpretation services for the IHSS PA and
the COUNTY.
2.CONTRACTOR will provide telephonic/video remote interpretation services from CONTRACTOR’s
place of business during normal business days and hours, Monday-Friday from 7:30 am PST to
5:00 pm PST, and if needed, during non-business days and hours.
3.CONTRACTOR will furnish all labor, materials, equipment, and services necessary to administer
dedicated toll-free telephone lines and video remote access capable of handling numerous
simultaneous calls for interpretation services.
4.Over-the-Phone-Interpretation (OPI): CONTRACTOR will answer all OPI incoming calls on
dedicated toll-free lines within thirty (30) seconds. CONTRACTOR will connect caller to the
appropriate language interpreter within sixty (60) seconds.
5.Video-Remote Interpretation (VRI): CONTRACTOR will answer all VRI incoming calls on
dedicated toll-free lines within thirty (30) seconds. CONTRACTOR will connect caller to the
appropriate language interpreter within ninety (90) seconds.
6.CONTRACTOR will provide telephonic/video remote interpretation services for all languages
listed herein.
7.CONTRACTOR’s monthly invoices will include the following information for each completed
telephonic/video remote interpretation: language interpreted; assigned interpreter; COUNTY or
IHSS PA staff member; call connection time; call end time; and duration of telephonic
interpretation time.
8.CONTRACTOR will ensure 95% accuracy on all interpretations. Accuracy rate will be evaluated
monthly, at a minimum. CONTRACTOR will utilize its internal quality control procedures and
Service Alerts to collect and report monthly accuracy data as part of their monthly invoicing
process.
9.CONTRACTOR will ensure 95% of all OPI incoming calls are answered within thirty (30) seconds
and 90% connected to the appropriate language interpreter within sixty (60) seconds. Answer
and connection rate will be evaluated monthly, at a minimum. CONTRACTOR will collect and
report monthly answer and connection data as part of their monthly invoicing process.
10.CONTRACTOR will ensure 90% of all VRI incoming calls are answered within thirty (30) seconds
and connected to the appropriate language interpreter within ninety (90) seconds. Answer rate
Exhibit A: Page 4 of 6
will be evaluated monthly, at a minimum. CONTRACTOR will collect and report monthly
connection data as part of their monthly invoicing process.
11. Contractor will provide annual Civil Rights training to their staff in the first quarter of every
calendar year and will provide relevant proof to DSS by April 1, for each year of the contract
year.
12. CONTRACTOR will participate in contract monitoring meetings on a quarterly basis, at a
minimum, with COUNTY or IHSS PA representatives to address service provision, information
sharing, and resolution of any issues or problems identified by COUNTY, IHSS PA or
CONTRACTOR. CONTRACTOR will be monitored in accordance with all applicable state and
federal funding regulations, including but not limited to 2 CFR, Part 200.
Exhibit A:Page 5 of 6
Exhibit A:Page 6 of 6
1600 Utica Avenue South, Minneapolis MN, 55416 | USA +1 855-7UNITED
unitedlanguagegroup.com
ULG Rate Sheet
Translation Services1
USD
Price Per Word TRANSLATION
ENGLISH:
INTO LANGUAGE
RATE PER WORD OR
ASIAN CHARACTER
4-8 HOUR RUSH
CHARGE
24 HOUR RUSH
CHARGE
INVERSE
TRANSLATION RATE Armenian 0.17 0.26 0.21 0.21
Cambodian 0.14 0.21 0.18 0.18
Hmong 0.25 0.38 0.31 0.29
Lao 0.22 0.33 0.28 0.26
Punjabi 0.16 0.24 0.20 0.20
Spanish 0.12 0.18 0.15 0.16
Vietnamese 0.13 0.20 0.16 0.17
Cantonese 0.13 0.20 0.16 0.17
Mandarin 0.13 0.20 0.16 0.17
Russian 0.12 0.18 0.15 0.16
Tagalog 0.16 0.24 0.20 0.20
Albanian 0.16 0.24 0.20 0.20
Amharic 0.23 0.35 0.29 0.27
Arabic 0.13 0.20 0.16 0.17
Bengali 0.23 0.35 0.29 0.27
Burmese 0.19 0.29 0.24 0.23
Creole 0.23 0.35 0.29 0.27
Dari 0.19 0.29 0.24 0.23
Falam 0.22 0.33 0.28 0.26
Farsi 0.18 0.27 0.23 0.22
French 0.17 0.26 0.21 0.21
Fulani 0.23 0.35 0.29 0.27
Georgian 0.18 0.27 0.23 0.22
Haitian 0.19 0.29 0.24 0.23
Indonesian 0.15 0.23 0.19 0.19
K’iche 0.19 0.29 0.24 0.23
Kabyle 0.23 0.35 0.29 0.27
Kaqchikel 0.18 0.27 0.23 0.22
Karen (both dialects) 0.25 0.38 0.31 0.29
Khmer 0.14 0.21 0.18 0.18
Malayalam 0.13 0.20 0.16 0.17
Mam 0.18 0.27 0.23 0.22
Mandingo 0.23 0.35 0.29 0.27
Nepali 0.15 0.23 0.19 0.19
Pashto 0.23 0.35 0.29 0.27
Portuguese 0.13 0.20 0.16 0.17
Q’eqchi’ 0.18 0.27 0.23 0.22
Soninke 0.24 0.36 0.30 0.28
Swahili 0.20 0.30 0.25 0.24
Tajik 0.23 0.35 0.29 0.27
1 ULG Supports 125 Languages for Translation, additional pricing available upon request.
Exhibit B
Page 1 of 4
1600 Utica Avenue South, Minneapolis MN, 55416 | USA +1 855-7UNITED
unitedlanguagegroup.com
USD
Price Per Word TRANSLATION
ENGLISH:
INTO LANGUAGE
RATE PER WORD OR
ASIAN CHARACTER
4-8 HOUR RUSH
CHARGE
24 HOUR RUSH
CHARGE
INVERSE
TRANSLATION RATE
Tedim 0.23 0.35 0.29 0.27
Tigrinya 0.19 0.29 0.24 0.23
Ukrainian 0.13 0.20 0.16 0.17
Urdu 0.19 0.29 0.24 0.23
Uzbek 0.21 0.32 0.26 0.25
USD
Price Per Hour PROOFREADING/EDITING
LANGUAGES RATE
PER HOUR
4-8 HOUR RUSH
CHARGE
24 HOUR RUSH
CHARGE
INVERSE
TRANSLATION RATE
All Languages 50.00 75.00 65.00 50.00
USD
Price Per Hour OTHER SERVICES
LANGUAGES SERVICE RATE
PER HOUR
4-8 HOUR
RUSH
CHARGE
24 HOUR
RUSH
CHARGE
INVERSE
TRANSLA -
TION RATE
All Languages
Desktop Publishing 50.00 75.00 65.00 50.00
Quality Control 50.00 75.00 65.00 50.00
Project Management2 5%
Interpretation Services3
OVER-THE -PHONE-INTERPRETATION (OPI) USD
Price Per Minute
LANGUAGE: ENGLISH INTO MINUTE
Spanish 0.57
AOL 4 0.67
Flat Rate (All Languages) 0.62
Flat Rate (All Languages)5 0.60
VIDEO-REMOTE -INTERPRETATION (VRI) USD
Price Per Minute
LANGUAGE: ENGLISH INTO MINUTE
Spanish 1.29
AOL4 1.57
ASL 1.99
2 Applied to projects as a percentage of the overall project cost.
3 ULG Supports over 200 Languages for Interpretation , additional pricing and languages available upon request.
4 AOL = All Other Languages.
5 If the County of Fresno can guarantee a Spanish volume of 65% or above , the rate would drop to $0.60.
Exhibit B
Page 2 of 4
Exhibit C
United Language Group – Invoicing
County Department E-mail Address
Department of Social Services DSSInvoices@fresnocountyca.gov
IHSS Public Authority DSSInvoices@fresnocountyca.gov
Department of Behavioral Health DBH-Invoices@fresnocountyca.gov
Department of Public Health dphboap@fresnocountyca.gov
Department of Public Works & Planning PWPBusinessOffice@fresnocountyca.gov
Probation Department ProbationInvoices@fresnocountyca.gov
County Clerk/Registrar of Voters Countyclerkfinance@fresnocountyca.gov
Department of Agriculture agpurchasing@fresnocountyca.gov