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COUNTY OF FRESNO
Fresno,CA
Agreement No.16-402
AGREEMENT
THIS AGREEMENT is made and entered into this 21 st day of June ,2016,by
3 and between the COUNTY OF FRESNO,a Political Subdivision of the State of California,
4 hereinafter referred to as "COUNTY",and FRESNO UNIFIED SCHOOL DISTRICT,a Political
5 Subdivision of State of California,whose address is 2309 Tulare Street,Fresno,CA 93721-2287,
6 hereinafter referred to as "FUSD".
7 WIT N E SSE T H:
8 WHEREAS,COUNTY's Department of Social Services (DSS)is the manager of client case
9 data regarding foster children who are involved in the Child Protective Services (CPS)system;and
10 WHEREAS,FUSD is in need of such data to continue its support system for children living
11 in foster care;and
12 NOW,THEREFORE,in consideration of their mutual covenants and conditions,the parties:
13 hereto agree as follows:
14 1.RESPONSIBILITIES OF COUNTY
15 A.COUNTY shall provide FUSD with an electronic list of children living in foster
16 care who are attending school in FUSD,which shall be uploaded on a weekly basis to FUSD's
17 designated contact person.This list shall include the child's name,gender,and birth date.
18 B.COUNTY shall identify a contact person for FUSD regarding FUSD school
19 children in foster care.
20 2.RESPONSIBILITIES OF FUSD
21 A.FUSD shall provide COUNTY with electronic reports containing educational data
22 regarding FUSD students who are identified as students in foster care quarterly.Reports shall be
23 coded to protect the identity of foster children and ensure confidentiality as stated herein.
24 B.FUSD shall designate a contact person for COUNTY's DSS who shall:
25 1.Receive from COUNTY's DSS designee,an electronic list of children living
26 in foster care who are attending school in FUSD,as specified in Section 1.A.above;
27 2.Keep electronic or paper-based lists only at FUSD's Department of
28 Prevention and Intervention office located at 1350 "M"Street,Fresno,CA 93721 in locked files;
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3.Ensure only FUSD's designated staff and FUSD's school administrators,
2 school social workers,school counselors,school psychologists,guidance learning coordinators,and
3 teachers have access to this list of children.
4 C.FUSD shall connect COUNTY's DSS designated computers so that COUNTY is
5 able to use the Internet and FUSD's Virtual Private Network (VPN)equipment to access FUSD's
6 Student Information System and retrieve on an inquiry only basis,educational records of children
7 currently in foster care or pending involvement within COUNTY's DSS CPS system,including but
8 not limited to those records pertaining to attendance,discipline,and grades.COUNTY's personnel
9 must follow standard security procedures to initiate access by first contacting FUSD's Department
10 of Prevention and Intervention.
11 3.TERM
12 This Agreement shall become effective July 1,2016 and shall terminate on the 30th day
13 of June,2019.
14 This Agreement shall automatically be extended for two (2)additional one (1)year
15 extensions upon the same terms and conditions herein set forth,unless written notice of non-
16 renewal is given by FUSD or COUNTY's DSS Director,or designee,no later than thirty (30)days
17 prior to the close of the current Agreement term.
18 4.TERMINATION
19 A.Non-Allocation of Funds -The terms of this Agreement,and the services to be
20 provided thereunder,are contingent on the approval of funds by the appropriating government
21 agency.Should sufficient funds not be allocated,the services provided may be modified,or this
22 Agreement terminated at any time by giving FUSD thirty (30)days advance written notice.
23 B.Breach of Contract -COUNTY may immediately suspend or terminate this
24 Agreement in whole or in part,wherein the determination of COUNTY there is:
25 1)An illegal or improper use of funds;
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2)A failure to comply with any term of this Agreement;
3)A substantially incorrect or incomplete report submitted to COUNTY;
4)Improperly performed service.
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COUNTY OF FRESNO
Fresno,CA
In no event shall any payment by COUNTY constitute a waiver by COUNTY of
2 any breach of this Agreement or any default which may then exist on the part ofFUSD.Neither
3 shall such payment impair or prejudice any remedy available to COUNTY with respect to the
4 breach or default.COUNTY shall have the right to demand ofFUSD the repayment to COUNTY
5 of any funds disbursed to FUSD under this Agreement,which in the judgment of COUNTY were
6 not expended in accordance with the terms of this Agreement.FUSD shall promptly refund any
7 funds upon demand or,at COUNTY's option such repayment shall be deducted from future
8 payments owing to FUSD under this Agreement.
C.Without Cause -Under circumstances other than those set forth above,this
10 Agreement may be terminated by FUSD or COUNTY upon the giving of thirty (30)days advance
11 written notice of an intention to terminate.
12 5.COMPENSATION
13 Both parties agree services conducted pursuant to the terms and conditions of this
14 Agreement shall be performed without the payment of any monetary consideration by FUSD or
15 COUNTY,one to the other.
16 6.INDEPENDENT CONTRACTOR
17 In performance of the work,duties and obligations assumed by FUSD under this
18 Agreement,it is mutually understood and agreed that FUSD,including any and all ofFUSD's
19 officers,agents and employees will at all times be acting and performing as an independent
20 contractor,and shall act in an independent capacity and not as an officer,agent,servant,employee,
21 joint venturer,partner or associate of COUNTY.Furthermore,COUNTY shall have no right to
22 control or supervise or direct the manner or method by which FUSD shall perform its work and
23 function.However,COUNTY shall retain the right to administer this Agreement so as to verify
24 that FUSD is performing its obligations in accordance with the terms and conditions thereof.FUSD
25 and COUNTY shall comply with all applicable provisions of law and the rules and regulations,if
26 any,of government authorities having jurisdiction over matters which are directly or indirectly the
27 subject of this Agreement.
28 Because of its status as an independent contractor,FUSD shall have absolutely no right
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1 to employment rights and benefits available to COUNTY employees.FUSD shall be solely liable
2 and responsible for providing to,or on behalf of,its employees all legally-required employee
3 benefits.In addition,FUSD shall be solely responsible and save COUNTY harmless from all
4 matters relating to payment ofFUSD's employees,including compliance with Social Security,
5 withholding and all other regulations governing such matters.It is acknowledged that during the
6 term of this Agreement,FUSD may be providing services to others unrelated to COUNTY or to this
7 Agreement.
8 7.MODIFICATION
9 Any matters of this Agreement may be modified from time to time by the written
10 consent of FUSD and COUNTY without,in any way,affecting the remainder.
11 8.NON-ASSIGNMENT
12 Neither party shall assign or transfer this Agreement nor their rights or duties under this
13 Agreement without the prior written consent of the other party.
14 9.HOLD-HARMLESS
15 FUSD agrees to indemnify,save,hold harmless,and at COUNTY's request,defend
16 COUNTY,its officers,agents and employees from any and all costs and expenses,including
17 attorney fees and court costs,damages,liabilities,claims and losses occurring or resulting to
18 COUNTY in connection with the performance,or failure to perform,by FUSD,its officers,agents
19 or employees under this Agreement,and from any and all costs and expenses,including attorney
20 fees and court costs,damages,liabilities,claims and losses occurring or resulting to any person,
21 firm or corporation who may be injured or damaged by the performance,or failure to perform,of
22 FUSD,its officers,agents or employees under this Agreement.In addition,FUSD agrees to
23 indemnify COUNTY for Federal,State of California and/or local audit exceptions resulting from
24 non-compliance herein on the part ofFUSD.
25 10.INSURANCE
26 Without limiting COUNTY's right to obtain indemnification from FUSD or any third
27 parties,FUSD,at its sole expense,shall maintain in full force and effect the following insurance
28 policies throughout the term of this Agreement:
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COUNTY OF FRESNO
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A.Commercial General Liability
Commercial General Liability Insurance with limits of not less than One Million
Dollars ($1,000,000.00.)per occurrence and an annual aggregate of Two Million
Dollars ($2,000,000.00).This policy shall be issued on a per occurrence basis.
COUNTY may require specific coverage including completed operations,product
liability,contractual liability,Explosion-Collapse-Underground (XCU),fire,legal
liability or any other liability insurance deemed necessary because of the nature of
the Agreement.
B.Automobile Liability
Comprehensive Automobile Liability Insurance with limits for bodily injury of not
less than Two Hundred Fifty Thousand Dollars ($250,000.00)per person,Five
Hundred Thousand Dollars ($500,000.00)per accident and for property damages
of not less than Fifty Thousand Dollars ($50,000.00),or such coverage with a
combined single limit of Five Hundred Thousand Dollars ($500,000.00).If
CONTRACTOR provides transportation to COUNTY Cal WORKs participants in
connection with this Agreement,a combined single limit of not less than One
Million Dollars ($1,000,000)is required.Coverage should include owned and
non-owned vehicles used in connection with this Agreement.
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C.Professional Liability
If CONTRACTOR employees 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.Equipment Insurance
A policy or policies with minimum coverage(s)of Five Thousand Dollars ($5,000)
to replace any equipment provided by COUNTY to FUSD,or purchased by FUSD
with funds provided through this Agreement,for FUSD's use in fulfilling its
obligations under this Agreement.Said policy or policies shall provide coverage(s)
against loss of any such equipment resulting from casualty such as fire,theft or any
other disappearance,and damage that renders such equipment inoperable and
regardless of cause.The policy or policies shall be endorsed naming County of
Fresno as loss payee.
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FUSD shall obtain endorsements to the Commercial General Liability Insurance naming
2 the County of Fresno,its officers,agents,and employees,individually and collectively,as
3 additional insured,but only insofar as the operations under this Agreement are concerned.Such
4 coverage for additional insured shall apply as primary insurance and any other insurance,or self-
5 insurance,maintained by the COUNTY,its officers,agents and employees shall be in excess only
6 and not contributing with insurance provided under the FUSD's policies herein.This insurance
7 shall not be cancelled or changed without a minimum of thirty (30)days advance written notice
8 given to COUNTY.
9 Within thirty (30)days from the date FUSD signs this Agreement,FUSD shall provide
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10 certificates of insurance and endorsements as stated above for all the foregoing policies,as required
11 herein,to the Fresno County Department of Social Services,P.O.Box 1912,Fresno,California,
12 93718-1912,Attention:Staff Analyst,Dylan Loy,stating that such insurance coverages have been
13 obtained and are in full force;that the County of Fresno,its officers,agents and employees will not
14 be responsible for any premiums on the policies;that such Commercial General Liability insurance
15 names the County of Fresno,its officers,agents and employees,individually and collectively,as
16 additional insured,but only insofar as the operations under this Agreement are concerned;that such
17 coverage for additional insured shall apply as primary insurance and any other insurance,or self-
18 insurance,maintained by the COUNTY,its officers,agents and employees,shall be excess only and
19 not contributing with insurance provided under FUSD's policies herein;and that this insurance
20 shall not be cancelled or changed without a minimum of thirty (30)days advance,written notice
21 given to COUNTY.
22 In the event FUSD fails to keep in effect at all times insurance coverage as herein
23 provided,the COUNTY may,in addition to other remedies it may have,suspend or terminate this
24 Agreement upon the occurrence of such event.
25 All policies shall be with admitted insurers licensed to do business in the State of
26 California.Insurance purchased shall be from companies possessing a current A.M.Best,Inc.
271 rating of A FSC VII or better.
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2 FUSD shall obtain written approval from COUNTY or COUNTY's Department of
1 11.SUBCONTRACTS
3 Social Services Director,or designee before subcontracting any of the services delivered under this
4 Agreement.Any transferee,assignee or subcontractor will be subject to all applicable provisions of
5 this Agreement,and all applicable State and Federal regulations.FUSD shall be held primarily
6 responsible by COUNTY for the performance of any transferee,assignee or subcontractor unless
7 otherwise expressly agreed to in writing by COUNTY.The use of subcontractors by FUSD shall
8 not entitle FUSD to any additional compensation than is provided for under this Agreement.
9 12.CONFIDENTIALITY
10 All services performed by FUSD under this Agreement shall be in strict
11 conformance with all applicable Federal,State of California and/or local laws and regulations
12 relating to confidentiality including,but not limited to,California Welfare and Institutions Code
13 sections 10850.
14 13.DATA SECURITY
15 For the purpose of preventing the potential loss,misappropriation or inadvertent
16 disclosure of COUNTY data including sensitive or personal client information;abuse of County
17 resources;and/or disruption to County operations,individuals and/or agencies that enter into a
18 contractual relationship with the COUNTY for the purpose of providing services under this
19 Agreement must employ adequate data security measures to protect the confidential information
20 provided to the FUSD by the COUNTY,including but not limited to the following:
21 A.Contractor-Owned Mobile/WirelesslHandheld Devices may not be connected to
22 County networks via personally owned mobile,wireless or handheld devices,except when
23 authorized by COUNTY for telecommuting and then only if virus protection software currency
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24 agreements are in place,and if a secure connection is used.
B.Contractor-Owned Computers or Computer Peripherals may not be brought into the
26 COUNTY for use without prior authorization from the COUNTY's Chief Information Officer
27 and/or designee(s),including and not limited to mobile storage devices.Data must be stored on a
28 secure server approved by the COUNTY and transferred by means of a VPN (Virtual Private
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E.FUSD is responsible to employ strict controls to insure the integrity and security of
1 Network)connection,or another type of secure connection of this type if any data is approved to be
2 transferred.
C.County-Owned Computer Equipment -FUSD or anyone having an employment
4 relationship with the COUNTY may not use COUNTY computers or computer peripherals on non-
S COUNTY premises without prior authorization from the COUNTY's ChiefInformation Officer
6 and/or designee(s).
7 D.FUSD may not store COUNTY's private,confidential or sensitive data on any hard-
8 disk drive.
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10 the COUNTY's confidential information and to prevent unauthorized access to data maintained in
11 computer files,program documentation,data processing systems,data files and data processing
12 equipment which stores or processes COUNTY data internally and externally.
13 F.Confidential client information transmitted to one party by the other by means of
14 electronic transmissions must be encrypted according to Advanced Encryption Standards (AES)of
15 128 BIT or higher.Additionally,a password or pass phrase must be utilized.
16 G.FUSD is responsible to immediately notify COUNTY of any breaches or potential
17 breaches of security related to COUNTY's confidential information,data maintained in computer
18 files,program documentation,data processing systems,data files and data processing equipment
19 which stores or processes COUNTY data internally or externally.
20 H.In the event of a breach of security related to COUNTY's confidential client
21 information provided to FUSD,COUNTY will manage the response to the incident,however,
22 FUSD will be responsible to issue any notification to affected individuals as required by law or as
23 deemed necessary by COUNTY in its sole discretion.FUSD will be responsible for all costs
24 incurred as a result of providing the required notification.
25 14.INTERPRETATION OF LAWS AND REGULATIONS
26 COUNTY reserves the right to make final interpretations or clarifications on issues
271 relating to Federal and State laws and regulations,to ensure compliance.
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COUNTY
Director,Department of
Social Services
P.O.Box 1912
Fresno,CA 93718-1912
FUSD
Superintendent or designee
Fresno Unified School District
Education Center
2309 Tulare Street
Fresno,CA 93721-2287
15.COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS
2 COUNTY,its officers,consultants,subcontractors,agents and employees shall comply
3 with all applicable State,Federal and local laws and regulations governing projects that utilize
4 Federal Funds.
5 16.AUDITS AND INSPECTIONS
6 FUSD shall at any time during business hours,and as often as COUNTY may deem
7 necessary,make available to COUNTY for examination all of its records and data with respect to
8 the matters covered by this Agreement.FUSD shall,upon request to COUNTY,permit COUNTY
9 to audit and inspect all such records and data necessary to ensure FUSD's compliance with the
10 terms of this Agreement.
11 17.NOTICES
12 The persons having authority to give and receive notices under this Agreement and their
13 addresses include the following:
18 Any and all notices between COUNTY and FUSD provided for or permitted under this
19 Agreement,or by law,shall be in writing and shall be deemed duly serviced when personally
20 delivered to one of the parties,or in lieu of such personal service,when deposited in the United
21 States Mail,postage prepaid,addressed to such party.
22 18.GOVERNING LAW
23 The parties agree,that for purposes of venue,performance under this Agreement is to be
24 in Fresno County,California.
25 The rights and obligations of the parties and all interpretation and performance of this
26 Agreement shall be governed in all respects by the laws of the State of California.
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2 This Agreement,including all Exhibits,constitutes the entire Agreement between FUSD
3 and COUNTY with respect to the subject matter hereof and supersedes all previous agreement
4 negotiations,proposals,commitments,writings,advertisements,publications and understandings of
5 any nature whatsoever unless expressly included in this Agreement.
19.ENTIRE AGREEMENT
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1 IN WITNESS WHEREOF,the parties hereto have executed this Agreement as ofthe day and
2 year first hereinabove written.
3 ATTEST:
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FRESNO UNIFIED SCHOOL DISTRICT
By ~~d~
Print NI:F.Quinto
Deputy Superintendent/CFOTitle:_
Board President or Designee
Print Name:~6>c(',,,.)~t \do'<"Y't..
Title:t\Y'o c =\;n=-c
Mailing Address:
Education Center
2309 Tulare Street
Fresno,CA 93721-2287
Attention:Superintendent or designee
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COUNTY OF FRESNO
ByE Y=~
Chairman,Board of Supervisors
BERNICE E.SEIDEL,Clerk
Board of Supervisors
PLEASE SEE ADDITIONAL
SIGNATURE I>AGE ATTACHED
COUNTY OF FRESNO
Fresno,CA
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Fresno,CA
APPROVED AS TO LEGAL FORM:
DANIEL C.CEDERBORG,COUNTY COUNSEL
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£',I 1)1),
4 By .ivtZ{./.
5 APPR!iVED AS TO ACCOUNTING ·0
6 VICKI CROW,C.P.A.,AUDITOR-C~NTROLLERI
TREASURER-TAX COLLECTOR
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:BY_~=='~~~~~~~~/__
10 REVIEWED AND RECOMMENDED FOR
11 APPROVAL:
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13 By~~~~~~~~~~_
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19 Fund/Subclass:0001 II 0000
20 Organization:56107001
AccountJProgram:N/A
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