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DATA SHARING AGREEMENT BETWEEN
Fresno County Department of Social Services and Cell-Ed
THIS DATA SHARING AGREEMENT, hereinafter referred to as “DSA,” is made and
entered into this _____ day of September, 2021 by and between the County of Fresno hereinafter
referred to as “COUNTY” and Cell-Ed, hereinafter referred to as “PROVIDER.”
WHEREAS COUNTY has a need to ensure CalFresh and CalWORKs participants
(“participants”) have remote access to employment and training programs;
WHEREAS PROVIDER will assist the COUNTY in providing remote learning opportunities to
participants to fulfill program participation requirements remotely, engage participants in remote
learning opportunities to assist COUNTY in providing remote learning opportunities to
participants to fulfill program participation requirements;
WHEREAS PROVIDER has been contracted by the California Department of Social Services
(CDSS) to provide free remote learning services to all participating counties for Federal Fiscal
Year 2022; and
WHEREAS COUNTY and PROVIDER must enter into a DSA in order for PROVIDER to make
available remote learning services to COUNTY participants.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein
contained, the parties hereto agree as follows:
I. PURPOSE
This DSA establishes an interagency collaborative for the CalFresh Employment and
Training (E&T) Program and the CalWORKs Welfare to Work (WTW) Program, whose
purpose is to increase participants’ employability by providing employer-valued skills
training and supporting participants’ ability to afford costs associated with the
employment and training program. This DSA will define the areas of responsibilities for
interagency cooperation to facilitate E&T and WTW implementation.
All E&T and WTW participants referred to PROVIDER services will sign a Release of
Information (ROI). The referring E&T Case Manager or Job Specialist will submit the
ROI along with participant’s date of birth and last four digits of Social Security number
to PROVIDER in order to enroll participant in a remote learning program. Participant
date of birth and last four digits of Social Security number will only be used for tracking
purposes and will not be shared with other programs or individuals. The PROVIDER will
grant COUNTY staff access to view a “data dashboard” which will include the following
data: confirmation of enrolled participants, record of participant logins by frequency and
length, participant course enrollment information, and participant course progress and
completion statistics. This data will be utilized by COUNTY staff to track participant
progress in fulfilling program requirements and submitting required reports.
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II. RESPONSIBILITIES OF COLLABORATIVE PARTNERS
A. RESPONSIBILITIES OF COUNTY
a. Refer appropriate E&T and WTW participants to PROVIDER, in accordance
with agreed upon work processes;
b. Safeguard confidentiality of PROVIDER information and data in accordance
with E&T and WTW policies and pursuant to law;
c. Collaborate and communicate with PROVIDER to improve case management
for E&T and WTW eligible and enrolled clients.
B. RESPONSIBILITIES OF PROVIDER
a. Implement PROVIDER program, actively managing daily administrative,
fiscal, and programmatic activities and incorporating relevant rules,
guidelines, forms and templates, policies and procedures;
b. Assign enrolled applicants to PROVIDER’S remote learning program
following confirmation of participant referrals from COUNTY;
c. Maintain participant information, component participation, and attainment
outcomes in accordance with the work processes agreed to by the parties open
for inspection and audit;
d. Provide COUNTY with access to a data dashboard.
III. TERM
This DSA shall be retroactively effective July 1, 2021 between the COUNTY and
PROVIDER and shall remain in effect until June 30, 2022, unless extended, terminated,
or otherwise amended in writing before that date.
IV. NOTICE
A. Any notice, demand, request, consent, or approval that either party provides
pursuant to this DSA shall be in writing and shall be either personally delivered or
sent by mail or email, addressed as follows:
COUNTY CELL-ED
Director, COUNTY OF FRESNO 885 El Camino Real
Department of Social Services Suite 13A-212
P.O. Box 1912 Palo Alto, CA 94301
Fresno, CA 93718 sonali@cell-ed.com
For all claims arising out of or related to this DSA, 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).
B. Either party may change the address to which subsequent notice and/or other
communications can be sent by giving written notice designating a change of
address to the other party, which shall be effective upon receipt.
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V. COMPLIANCE WITH LAWS
The parties shall observe and comply with all applicable Federal, State, and County laws,
regulations, and ordinances.
VI. CONFIDENTIALITY
PROVIDER and any employees and/or volunteers performing services at its direction
agree to comply with the provisions of Sections 827 and 10850 et. seq. of the Welfare
and Institutions Code (WIC) and the California Department of Social Services (CDSS)
Manual of Policies and Procedures, Division 19 Regulations 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 receiving services
pursuant to this DSA are confidential and are not open to examination for any
purpose not directly connected with the administration, performance compliance,
monitoring, evaluation, or auditing of the program.
B. No person may publish, disclose, use, or permit or cause to be published or
disclosed; any confidential information pertaining to services, except as provided
by law. Any inadvertent or willful disclosure of any confidential information
may result in criminal penalties.
C. Breaches of confidentiality of participant information shall be reported to the
County Privacy Office on the day of discovery, via the following means: email
to DSSPrivacyOfficer@fresnocountyca.gov.
PROVIDER shall inform all of its employees, agents, officers and subcontractors of the
above provisions and that any person knowingly and intentionally violating such
provisions is guilty of a misdemeanor.
In addition, PROVIDER, 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/. PROVIDER 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. PROVIDER 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. PROVIDER
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.
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VII. NON-DISCRIMINATION AND NON-HARRASMENT
During the performance of this MOU, PROVIDER 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.
The parties represent that they are in compliance with and agree that they will continue to
comply with the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et seq and
regulations and guidelines issued pursuant thereto. PROVIDER shall provide all eligible
activities under this MOU in a manner that is free from religious influences. PROVIDER
shall include this nondiscrimination provision in all subcontracts related to this MOU.
VIII. INDEMNIFICATION
PROVIDER agrees to indemnify, defend, and hold County, its Board of Supervisors,
employees, officers, and agents, harmless from any and all liabilities including, but not
limited to, litigation costs and attorney’s fees arising from any and all claims and losses
to anyone who may be injured or damaged by reason of the PROVIDER’s negligence or
reckless or willful misconduct in the performance of this DSA.
IX. WARRANTIES
PROVIDER hereby represents and warrants that it is qualified and competent to render
all services agreed to in this DSA, and that it shall maintain appropriate licenses,
certifications and permits through the life of this DSA which might be required by the
work to be performed herein.
X. REPORTS
PROVIDER and County must meet CalFresh E&T and CalWORKs WTW reporting
requirements to the State and other agencies with respect to PROVIDER’S work
hereunder. This cooperation includes assisting to prepare evaluations by providing
participant data required by the State or Federal governments regarding services provided
by PROVIDER under this DSA.
XI. AUDITS AND RECORDS
Upon request, COUNTY or its designee shall have the right at reasonable times and
intervals to audit, at PROVIDER's premises, PROVIDER's program records as COUNTY
deems necessary to determine PROVIDER's compliance with legal requirements and the
correctness of reports submitted by PROVIDER. PROVIDER shall maintain such records
for a period of three years following termination of the DSA and shall make them
available for copying upon COUNTY’s request at COUNTY’s expense. Should any
findings be noted in the audit report, PROVIDER must submit an action plan with the
audit report detailing how the finding will be addressed. Federal regulations require all
findings to be corrected within six months after receipt of the audit report.
XII. JURISDICTION AND VENUE
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This DSA shall be constructed in accordance with the laws of the State of California and
the parties hereto agree that the venue for any action arising out of or related to this DSA
will be in Fresno County, California.
XIII. MODIFICATION
This DSA may be modified only by written amendment signed by both parties.
XIV. RELATIONSHIP BETWEEN PARTIES
It is expressly understood that in the performance of the services herein, PROVIDER,
and the agents and employees thereof, shall act in an independent capacity and as an
independent contractor and not as officers, employees, or agents of the County.
PROVIDER shall be solely responsible to pay all required taxes, including but not
limited to, all withholding social security and workers’ compensation.
XV. INSURANCE
Without limiting the COUNTY's right to obtain indemnification from PROVIDER or any
third parties, PROVIDER, at its sole expense, shall maintain in full force and effect, the
following insurance policies or a program of self-insurance, including but not limited to,
an insurance pooling arrangement or Joint Powers Agreement (JPA) throughout the term
of the Agreement:
A. Commercial General Liability
Commercial General Liability Insurance with limits of not less than Two Million
Dollars ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars
($4,000,000.00). This policy shall be issued on a per occurrence basis. COUNTY may
require specific coverages including completed operations, products liability, contractual
liability, Explosion-Collapse-Underground, fire legal liability or any other liability
insurance deemed necessary because of the nature of this contract.
B. Automobile Liability
Comprehensive Automobile Liability Insurance with limits of not less than One Million
Dollars ($1,000,000.00) per accident for bodily injury and for property damages.
Coverage should include any auto used in connection with this Agreement.
C. Professional Liability
If PROVIDER 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 California
Labor Code.
E. Additional Requirements Relating to Insurance
PROVIDER 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
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COUNTY, its officers, agents and employees shall be excess only and not
contributing with insurance provided under PROVIDER's policies herein. This
insurance shall not be cancelled or changed without a minimum of thirty (30) days
advance written notice given to COUNTY.
PROVIDER hereby waives its right to recover from COUNTY, its officers, agents,
and employees any amounts paid by the policy of worker’s compensation insurance
required by this Agreement. PROVIDER is solely responsible to obtain any
endorsement to such policy that may be necessary to accomplish such waiver of
subrogation, but PROVIDER’s waiver of subrogation under this paragraph is
effective whether or not PROVIDER obtains such an endorsement.
Within Thirty (30) days from the date PROVIDER signs and executes this
Agreement, PROVIDER shall provide certificates of insurance and endorsement as
stated above for all of the foregoing policies, as required herein, to the County of
Fresno, at 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
PROVIDER 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 PROVIDER'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 PROVIDER 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.
XVI. DSA EXECUTION
Unless otherwise prohibited by law or County policy, the parties agree that an electronic
copy of a signed DSA, or an electronically signed DSA, has the same force and legal
effect as a DSA executed with an original ink signature. The term “ELECTRONIC
COPY OF A SIGNED DSA” refers to transmission by facsimile, electronic mail, or other
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electronic means of a copy of an original signed DSA in a portable document format. The
term “ELECTRONICALLY SIGNED DSA” means a DSA that is executed by applying
an electronic signature using technology approved by the COUNTY.
XVII. TERMINATION
This DSA will remain in effect until either or both parties terminate as described herein.
Either party may terminate this DSA for any reason by giving thirty (30) calendar days
written notice to the other parties. COUNTY may terminate this DSA by giving five (5)
calendar days written notice to PROVIDER if PROVIDER fails to provide in any manner
the services agreed upon under this DSA, fails to comply with any other terms of the
same, or violates any ordinance, regulation or other law which applies to its performance
herein.
XVIII. APPROVAL
We, the undersigned, hereby certify that the Data Sharing Agreement is full, true, and
correct and that all information is correct and complete. This Data Sharing Agreement
shall be retroactively effective to July 1, 2021.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed
as of the day and year first written above.
COUNTY OF FRESNO, CELL-ED
a political subdivision of the State of California
By ______________________________________ By _________________________________
Gary Cornuelle Authorized Representative
Title ____________________________________ Title: _______________________________
Date: ____________________________________ Date: _______________________________
“COUNTY” “PROVIDER”
County of Fresno Purchasing Manager
9/1/2021
Gary Cornuelle Digitally signed by Gary Cornuelle
Date: 2021.09.01 09:05:58 -07'00'
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Chief Operating Officer
9/8/2021
Sonali Joshi