HomeMy WebLinkAbout30404Agreement No. 16-416
1 AGREEMENT
2 This Agreement is made and entered into this21stday of June 2016, by and between the
3 COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as
4 "COUNTY'', the FRESNO COUNTY IN-HOME SUPPORTIVE SERVICES PUBLIC
5 AUTHORITY, a corporate public body, hereinafter referred to as "IHSS PUBLIC AUTHORITY",
6 and CARMAZZI GLOBAL SOLUTIONS, a California corporation, whose address is 1026 Florin
7 Rd #384, Sacramento, CA 95831 hereinafter referred to as "CONTRACTOR".
8 W I T N E S S E T H:
9 WHEREAS, Title VI of the Civil Rights Act of 1964 (42 U.S.C. et seq.; 45 C.F.R. §80.1 et
10 seq.; and 28 C.F.R. § 42.101-42.112) requires the COUNTY to provide persons with Limited English
11 Proficiency meaningful access to government services; and
12 WHEREAS, COUNTY has a need for written translation services for its employees, contracted
13 providers, patients, and consumers with Limited English Proficiency who seek services from
14 COUNTY' s Department of Behavioral Health, Department of Public Health, Department of Social
15 Services, Department of Public Works and Planning, and Probation Department, hereinafter referred
16 to individually as "COUNTY DEPARTMENT" and collectively as "COUNTY DEPARTMENTS",
17 and COUNTY; and
18 WHEREAS, IHSS PUBLIC AUTHORITY has a need for written translation for employees and
19 clients who seek services from IHSS PUBLIC AUTHORITY; and
20 WHEREAS, CONTRACTOR is capable of providing written translation and is willing to
21 provide these services subject to the terms and conditions of this Agreement.
22 NOW, THEREFORE, in consideration of their mutual covenants and conditions, the
2 3 parties hereto agree as follows:
24 1. SERVICES
2 5 CONTRACTOR shall provide all services set forth in Exhibit A, Summary of Services,
2 6 attached hereto and by this reference incorporated and made part of this Agreement, as requested by
27 COUNTY DEPARTMENTS and IHSS PUBLIC AUTHORITY.
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COUNTY OF FRESNO
Fresno, CA
1 2. TERM
2 The term of this Agreement shall be for a period of three (3) years, commencing on July
3 1, 2016 through and including June 30, 2019. This agreement may be extended for two (2) additional
4 consecutive twelve (12) month periods upon the approval of both parties no later than thirty (30) days
5 prior to the first day of the next twelve month extension period. The Director of the Department of
6 Social Services, hereinafter referred to as DSS, or designee is authorized to execute such written
7 approval on behalf of COUNTY based on CONTRACTOR's satisfactory performance. The
8 Executive Director of IHSS PUBLIC AUTHORITY is authorized to execute such written approval on
9 behalf of IHSS PUBLIC AUTHORITY based on CONTRACTOR's satisfactory performance.
10 3. TERMINATION
11 A. Non-Allocation of Funds -The terms of this Agreement, and the services to be
12 provided thereunder, are contingent on the approval of funds by the appropriating government agency.
13 Should sufficient funds not be allocated, the services provided may be modified, or this Agreement
14 terminated at any time by giving CONTRACTOR thirty (30) days advance written notice.
15 B. Breach of Contract -COUNTY or IHSS PUBLIC AUTHORITY may
16 immediately suspend or terminate this Agreement in whole or in part, where in the determination of
1 7 COUNTY or IHSS PUBLIC AUTHORITY there is:
18 1) An illegal or improper use of funds;
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21 CONTRACTOR;
2)
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A failure to comply with any term of this Agreement;
A substantially incorrect or incomplete report submitted by
22 4) Improperly performed service.
23 In no event shall any payment by COUNTY or IHSS PUBLIC AUTHORITY
24 constitute a waiver by COUNTY or IHSS PUBLIC AUTHORITY of any breach of this Agreement or
2 5 any default which may then exist on the part of CONTRACTOR. Neither shall such payment impair
2 6 or prejudice any remedy available to COUNTY or IHSS PUBLIC AUTHORITY with respect to the
2 7 breach or default. COUNTY and IHSS PUBLIC AUTHORITY shall have the right to demand of
2 8 CONTRACTOR the repayment to COUNTY or IHSS PUBLIC AUTHORITY of any funds disbursed
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{'res no, (;\
1 to CONTRACTOR under this Agreement, which in the judgment of COUNTY or IHSS PUBLIC
2 AUTHORITY were not expended in accordance with the terms of this Agreement. CONTRACTOR
3 shall promptly refund any such funds upon demand or, at COUNTY's or IHSS PUBLIC
4 AUTHORITY's discretion such repayment shall be deducted from future payments owing to
5 CONTRACTOR under this Agreement.
6 c. Without Cause -Under circumstances other than those set forth above, this
7 Agreement may be terminated by CONTRACTOR or COUNTY or COUNTY's DSS Director or
8 designee, or IHSS PUBLIC AUTHORITY, upon the giving of thirty (30) days advance written notice
9 of an intention to terminate the Agreement.
10 Termination of this Agreement by COUNTY does not affect the Agreement as it relates
11 to the CONTRACTOR and IHSS PUBLIC AUTHORITY. Termination of this Agreement by IHSS
12 PUBLIC AUTHORITY does not affect the Agreement as it relates to the CONTRACTOR and
13 COUNTY.
14 4. COMPENSATION
15 For actual services provided as identified in the terms and conditions of this Agreement,
16 including Exhibit A, COUNTY and IHSS PUBLIC AUTHORITY agree to pay CONTRACTOR and
1 7 CONTRACTOR agrees to receive compensation in accordance with Exhibit A. Payment shall be
18 made upon certification or other proof satisfactory to COUNTY or IHSS PUBLIC AUTHORITY that
19 services have actually been performed by CONTRACTOR as specified in this Agreement.
2 0 For the provision of written translation services for the period of July 1, 2016 through
21 June 30, 2017 in no event shall services performed be in excess of One Hundred Thirty Five Thousand
22 Four Hundred Fifty and No/100 Dollars ($135,450.00). For each twelve (12) month period of this
2 3 Agreement commencing on July 1, 2017 through June 30, 2021, in no event shall services performed
2 4 under this Agreement be in excess of One Hundred Thirty Five Thousand Nine Hundred Fifty and
2 5 No/100 Dollars ($135,950.00). The cumulative total of this Agreement shall not be in excess of Six
2 6 Hundred Seventy Nine Thousand Two Hundred Fifty and No/100 Dollars ($679,250.00). It is
2 7 understood that all expenses incidental to CONTRACTOR's performance of services under this
2 8 Agreement shall be borne by CONTRACTOR.
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1 Except as provided below regarding State payment delays, payments by COUNTY or
2 IHSS PUBLIC AUTHORITY shall be in arrears, for services provided during the preceding month,
3 within forty-five (45) days after receipt, verification and approval of CONTRACTOR's invoices by
4 COUNTY and I or IHSS PUBLIC AUTHORITY. If CONTRACTOR should fail to comply with any
5 provision of this Agreement, COUNTY and I or IHSS PUBLIC AUTHORITY shall be relieved of
6 their obligation for further compensation. All final claims shall be submitted by CONTRACTOR
7 within sixty (60) days following the final month of service for which payment is claimed. No action
8 shall be taken by COUNTY or IHSS PUBLIC AUTHORITY on claims submitted beyond the sixty
9 (60) day closeout period. Any compensation which is not expended by CONTRACTOR pursuant to
10 the terms and conditions of this Agreement shall automatically revert to COUNTY and IHSS PUBLIC
11 AUTHORITY.
12 The services provided by CONTRACTOR under this Agreement are funded in whole or
13 in part by the State of California. In the event that funding for these services is delayed by the State
14 Controller, COUNTY and IHSS PUBLIC AUTHORITY may defer payment to CONTRACTOR. The
15 amount of the deferred payment shall not exceed the amount of funding delayed by the State
16 Controller to COUNTY and IHSS PUBLIC AUTHORITY. The period of time of the deferral by
17 COUNTY shall not exceed the period of time of the State Controller's delay of payment to COUNTY
18 and IHSS Public Authority plus forty-five ( 45) days.
19 5. INVOICING
2 0 CONTRACTOR shall invoice COUNTY in arrears by the tenth (10 1h) of each month for
21 actual expenses incurred and services rendered in the previous month to the requesting COUNTY OF
2 2 FRESNO Department or IHSS PUBLIC AUTHORITY as follows:
23 A. Department of Social Services
2 4 e-mail address: DSSlnvoices@co.fresno.ca.us
2 5 Attention: Language Services Contract Analyst
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Department of Behavioral Health
P.O Box 712
Fresno, CA 93712
Attention: Accounts Payable
Department of Public Health
P.O. Box 11867
Fresno, CA 93775
Attention: DPH Contracts
IHSS Public Authority
e-mail address: DSSinvoices@co.fresno.ca.us
Attention: Language Services Contract Analyst
Department of Public Works and Planning
2220 Tulare Street, 61h Floor
Fresno, CA 93 721
Attention: Special Districts Administration
Probation Department
3333 E. American Avenue, Suite B
Fresno, CA 93 725
19 Attention: Probation Business Office
2 0 Invoices shall identify the COUNTY DEPARTMENTS or IHSS PUBLIC
21 AUTHORITY that requested services and the appropriate cost center. No reimbursement for services
2 2 shall be made until invoices are reviewed and approved by the COUNTY or IHSS PUBLIC
23 AUTHORITY.
24 At the discretion of a COUNTY DEPARTMENTS Director or designee, or IHSS
2 5 PUBLIC AUTHORITY' s Executive Director, if an invoice is incorrect or is otherwise not in proper
2 6 form or substance, a COUNTY DEPARTMENTS Director or designee, or IHSS PUBLIC
27 AUTHORITY's Executive Director, shall have the right to withhold payment as to only that portion of
2 8 the invoice that is incorrect or improper after five (5) days prior notice to CONTRACTOR.
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COUNTY OF FRESNO
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1 CONTRACTOR agrees to continue to provide services for a period of ninety (90) days after
2 notification of an incorrect or improper invoice. If after the ninety (90) day period, the invoice(s) is
3 still not corrected to COUNTY DEPARTMENTS or IHSS PUBLIC AUTHORITY's satisfaction,
4 COUNTY or COUNTY' s DSS Director or designee may elect to terminate this Agreement on behalf
5 of COUNTY, and IHSS PUBLIC AUTHORITY or its Executive Director may elect to terminate this
6 Agreement on behalf of IHSS PUBLIC AUTHORITY, pursuant to the termination provisions stated in
7 Paragraph Three (3) of this Agreement. In addition, for invoices received ninety (90) days after the
8 expiration of each term of this Agreement or termination of this Agreement, at the discretion of
9 COUNTY DEPARTMENT'S Director or designee or IHSS PUBLIC AUTHORITY Executive
10 Director shall have the right to deny payment of any additional invoices received.
11 6. INDEPENDENT CONTRACTOR
12 In performance of the work, duties, and obligations assumed by CONTRACTOR under
13 this Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of
14 CONTRACTOR's officers, agents, and employees will at all times be acting and performing as an
15 independent contractor, and shall act in an independent capacity and not as an officer, agent, servant,
16 employee, joint venture, partner, or associate of COUNTY or IHSS PUBLIC AUTHORITY.
1 7 Furthermore, COUNTY and IHSS PUBLIC AUTHORITY shall have no right to control or supervise
18 or direct the manner or method by which CONTRACTOR shall perform its work and function.
19 However, COUNTY and IHSS PUBLIC AUTHORITY shall retain the right to administer this
2 0 Agreement so as to verify that CONTRACTOR is performing its obligations in accordance with the
21 terms and conditions thereof. CONTRACTOR and COUNTY and IHSS PUBLIC AUTHORITY shall
2 2 comply with all applicable provisions of law and the rules and regulations, if any, of governmental
2 3 authorities having jurisdiction over matters which are directly or indirectly the subject of this
2 4 Agreement.
2 5 Because of its status as an independent contractor, CONTRACTOR shall have
2 6 absolutely no right to employment rights and benefits available to COUNTY or IHSS PUBLIC
2 7 AUTHORITY employees. CONTRACTOR shall be solely liable and responsible for providing to, or
2 8 on behalf of, its employees all legally-required employee benefits. In addition, CONTRACTOR shall
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be solely responsible and save COUNTY and IHSS PUBLIC AUTHORITY 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 COUNTY or
IHSS PUBLIC AUTHORITY or to this Agreement.
7. MODIFICATION
A. 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.
B. 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 or IHSS Public Authority's Executive Director 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
Neither party shall assign, transfer or subcontract this Agreement nor their rights or
duties under this Agreement without the prior written consent of the other party.
9. HOLD-HARMLESS
CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY and/or
IHSS PUBLIC AUTHORITY's request, defend COUNTY and/or IHSS PUBLIC AUTHORITY, its
officers, agents and employees from any and all costs and expenses, including attorney fees and court
costs, damages, liabilities, claims and losses occurring or resulting to COUNTY and/or IHSS PUBLIC
AUTHORITY 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 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, of CONTRACTOR, its officers, agents or employees under this Agreement. In addition,
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1 CONTRACTOR agrees to indemnify COUNTY and/or IHSS PUBLIC AUTHORITY for Federal,
2 State of California and/or local audit exceptions resulting from noncompliance herein on the part of
3 the CONTRACTOR.
4 10. INSURANCE
5 Without limiting COUNTY's or IHSS PUBLIC AUTHORITY's right to obtain
6 indemnification from CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall
7 maintain in full force and effect the following insurance policies throughout the term of this
8 Agreement:
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D.
Commercial General Liability
Commercial General Liability Insurance with limits of not less than One Million
Dollars ($1,000,000) per occurrence and an annual aggregate of Two Million
Dollars ($2,000,000). This policy shall be issued on a per occurrence basis.
COUNTY may require specific coverage including completed operations,
product liability, contractual liability, Explosion, Collapse, and Underground
(XCU), fire legal liability or any other liability insurance deemed necessary
because of the nature of the Agreement.
Automobile Liability
Comprehensive Automobile Liability Insurance with limits for bodily injury of
not less than Two Hundred Fifty Thousand Dollars ($250,000) per person, Five
Hundred Thousand Dollars ($500,000) per accident and for property damages of
not less than Fifty Thousand Dollars ($50,000), or such coverage with a
combined single limit of Five Hundred Thousand Dollars ($500,000). Coverage
should include owned and non-owned vehicles used in connection with this
Agreement.
Professional Liability
If CONTRACTOR employs licensed professional staff (e.g. Ph.D., R.N.,
L.C.S.W., M.F.C.T.) in providing services, Professional Liability Insurance with
limits of not less than One Million Dollars ($1,000,000) per occurrence, Three
Million Dollars ($3,000,000) annual aggregate.
Worker's Compensation
A policy of Worker's Compensation Insurance as may be required by the
California Labor Code.
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COUNTY OF FllliSNO
Fresno, CA
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F. Errors & Omissions Professional Liability
A policy that shall not be suspended, voided, cancelled by either party, reduced
in coverage of not less than One Million Dollars ($1,000,000) per incident and
One Million Dollars ($1,000,000) annual aggregate. Coverage must extend to
claims made up to twelve ( 12) months beyond the expiration or termination of
this Agreement.
6 CONTRACTOR shall obtain endorsements to the Commercial General Liability
7 insurance naming the COUNTY and IHSS PUBLIC AUTHORITY, their, officers, agents, and
8 employees, individually and collectively, as additional insureds, but only insofar as the operations
9 under this Agreement are concerned. Such coverage for additional insured shall apply as primary
10 insurance and any other insurance, or self-insurance, maintained by COUNTY and IHSS PUBLIC
11 AUTHORITY, their officers, agents and employees shall be excess only and not contributing with
12 insurance provided under CONTRACTOR's policies herein. This insurance shall not be cancelled or
13 changed without a minimum of thirty (30) days advance written notice given to COUNTY and IHSS
14 PUBLIC AUTHORITY.
15 Within thirty (30) days from the date CONTRACTOR signs this Agreement,
16 CONTRACTOR shall provide certificates of insurance and endorsements as stated above for all of the
1 7 foregoing policies, as required herein, to the COUNTY and IHSS PUBLIC AUTHORITY at the
18 Department of Social Services, , PO BOX 1912, Fresno, California, 93 718-1912, Attention: Contracts,
19 stating that such insurance coverages have been obtained and are in full force; that the COUNTY and
2 0 IHSS PUBLIC AUTHORITY, their officers, agents and employees will not be responsible for any
21 premiums on the policies; that such Commercial General Liability insurance names the COUNTY and
22 IHSS PUBLIC AUTHORITY, their officers, agents and employees, individually and collectively, as
2 3 additional insured, but only insofar as the operations under this Agreement are concerned; that such
2 4 coverage for additional insured shall apply as primary insurance and any other insurance, or self-
2 5 insurance, maintained by COUNTY and IHSS PUBLIC AUTHORITY, their officers, agents and
2 6 employees, shall be excess only and not contributing with insurance provided under
27 CONTRACTOR's policies herein; and that this insurance shall not be cancelled or changed without a
2 8 minimum of thirty (30) days advance, written notice given to COUNTY and IHSS PUBLIC
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1 AUTHORITY.
2 In the event CONTRACTOR fails to keep in effect at all times insurance coverage as
3 herein provided, COUNTY and/or IHSS PUBLIC AUTHORITY may, in addition to other remedies it
4 may have, suspend or terminate this Agreement upon the occurrence of such event.
5 All policies shall be with admitted insurers licensed to do business in the State of
6 California. Insurance purchased shall be from companies possessing a current A.M. Best, Inc. rating
7 of A FSC VII or better.
8 11. SUBCONTRACTS
9 CONTRACTOR shall obtain written approval from COUNTY's Department of Social
10 Services Director, or designee and IHSS PUBLIC AUTHORITY Executive Directorbefore
11 subcontracting any of the services delivered under this Agreement. Any Transferee, assignee or
12 subcontractor will be subject to all applicable provision of this Agreement, and all applicable State and
13 Federal regulations. CONTRACTOR shall be held primarily responsible by COUNTY and IHSS
14 PUBLIC AUTHORITY for the performance of any transferee, assignee or subcontractor unless
15 otherwise expressly agreed to in writing by COUNTY and IHSS PUBLIC AUTHORITY. The use of
16 subcontractors by CONTRACTOR shall not entitle CONTRACTOR to any additional compensation
1 7 than is provided for under this Agreement.
18 12. CONFIDENTIALITY AND MEDI-CAL PRIVACY
19 All services performed by CONTRACTOR under this Agreement shall be in strict
2 0 conformance with all applicable Federal, State of California, and/or local laws and regulations relating
21 to confidentiality including, but not limited to: California Welfare and Institutions Code Sections
2 2 10850 and 14100.2; the CDSS Manual of Policies and Procedures, Division 19-0000; and the
2 3 California Department of Health Care Services (DHCS) Medi-Cal Eligibility Procedures Manual,
2 4 Section 2H. In addition, all services performed by CONTRACTOR under this Agreement shall also
2 5 be in conformance with the Medi-Cal Data Privacy and Security Agreement between the California
2 6 DHCS and the County of Fresno (hereinafter referred to as "the Medi-Cal Data Agreement") that is
2 7 then in effect, which is by this reference incorporated herein. The current Medi-Cal Data Agreement
2 8 is available upon request or can be viewed at: http://www.co.fresno.ca.us/MediCalPrivacy/. The
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1 purpose of this section is to assure that all applications and records concerning program recipients
2 shall be kept confidential and shall not be opened to examination, publicized, disclosed, or used for
3 any purpose not directly connected with the administration of the program. CONTRACTOR shall
4 inform all of its employees, agents, officers, and subcontractors of this provision; and that any person
5 knowingly and intentionally violating this provision is guilty of a misdemeanor.
6 13. HEALTH INSURANCE PORTABILITY AND ACCOUNT ABILITY ACT
7 A. The parties to this Agreement shall be in strict conformance with all applicable
8 Federal and State of California laws and regulations, including but not limited to Sections 5328,
9 10850, and 14100.2 et seq. of the Welfare and Institutions Code, Sections 2.1and431.300 et seq. of
10 Title 42, Code of Federal Regulations (CFR), Section 56 et seq. of the California Civil Code, Sections
11 11977 and 11812 of Title 22 of the California Code of Regulations, and the Health Insurance
12 Portability and Accountability Act (HIPAA), including but not limited to Section 1320 D et seq. of
13 Title 42, United States Code (USC) and its implementing regulations, including, but not limited to
14 Title 45, CFR, Sections 142, 160, 162, and 164, and The Health Information Technology for
15 Economic and Clinical Health Act (HITECH) regarding the confidentiality and security of patient
16 information.
1 7 Except as otherwise provided in this Agreement, CONTRACTOR, as a Business
18 Associate of COUNTY and IHSS PUBLIC AUTHORITY, may use or disclose Protected Health
19 Information (PHI) to perform functions, activities or services for or on behalf of COUNTY and IHSS
2 0 PUBLIC AUTHORITY, as specified in this Agreement, provided that such use or disclosure shall not
21 violate the Health Insurance Portability and Accountability Act (HIP AA), USC l 320d et seq. The
22 uses and disclosures of PHI may not be more expansive than those applicable to COUNTY
23 DEPARTMENTS and IHSS PUBLIC AUTHORITY; excluding the Department of Social Services,
24 Department of Public Works and Planning, and Probation Department; as the "Covered Entity" under
2 5 the HIP AA Privacy Rule ( 45 CFR 164.500 et seq), except as authorized for management,
2 6 administrative or legal responsibilities of the Business Associate.
27 B. CONTRACTOR shall protect, from unauthorized access, use, or disclosure of
2 8 names and other identifying information concerning persons receiving services pursuant to this
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1 Agreement, except where permitted in order to carry out data aggregation purposes for health care
2 operations [45 CFR Sections 164.504 (e)(2)(i), 164.504 (3)(2)(ii)(A), and 164.504 (e)(4)(i)] This
3 pertains to any and all persons receiving services pursuant to a COUNTY and I or IHSS PUBLIC
4 AUTHORITY funded program. CONTRACTOR shall not use such identifying information for any
5 purpose other than carrying out CONTRACTOR's obligations under this Agreement.
6 c. CONTRACTOR shall not disclose any such identifying information to any
7 person or entity, except as otherwise specifically permitted by this Agreement, authorized by law, or
8 authorized by the client/patient.
9 D. For purposes of the above sections, identifying information shall include, but not
10 be limited to name, identifying number, symbol, or other identifying particular assigned to the
11 individual, such as finger or voice print, or a photograph.
12 E. For purposes of the above sections, genetic information shall include genetic
13 tests of family members of an individual or individual, manifestation of disease or disorder of family
14 members of an individual, or any request for or receipt of, genetic services by individual or family
15 members. Family member means a dependent or any person who is first, second, third, or fourth
16 degree relative.
17 F. CONTRACTOR shall provide access, at the request of COUNTY and/or IHSS
18 PUBLIC AUTHORITY, and in the time and manner designated by COUNTY and/or PUBLIC
19 AUTHORITY, to PHI in a designated record set (as defined in 45 CFR Section 164.501), to an
20 individual or to COUNTY DEPARTMENTS or IHSS PUBLIC AUTHORITY in order to meet the
21 requirements of 45 CFR Section 164.524 regarding access by individuals to their PHI.
22 CONTRACTOR shall make any amendment(s) to PHI in a designated record set at the
23 request of COUNTY DEPARTMENTS or IHSS PUBLIC AUTHORITY, and in the time and manner
24 designated by COUNTY DEPARTMENTS or IHSS PUBLIC AUTHORITY in accordance with 45
2 5 CFR Section 164.526.
26 CONTRACTOR shall provide to COUNTY DEPARTMENTS or IHSS PUBLIC
27 AUTHORITY an individual, in a time and manner designated by COUNTY DEPARTMENTS,
2 8 information collected in accordance with 45 CFR Section 164.528, to permit COUNTY
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1 DEPARTMENTS to respond to a request by the individual for an accounting of disclosures of PHI in
2 accordance with 45 CFR Section 164.528.
3 G. CONTRACTOR shall report to COUNTY DEPARTMENTS, in writing, any
4 knowledge or reasonable belief that there has been unauthorized access, viewing, use, disclosure, or
5 breach of Protected Information not permitted by this Agreement, and any breach of unsecured PHI
6 of which it becomes aware, immediately and without reasonable delay and in no case later than two
7 (2) business days of discovery. Immediate notification shall be made to COUNTY
8 DEPARTMENTS's Information Security Officer and Privacy Officer and COUNTY
9 DEPARTMENTS's Department of Behavioral Health HIPAA Representative, within two (2)
10 business days of discovery. The notification shall include, to the extent possible, the identification of
11 each individual whose unsecured PHI has been, or is reasonably believed to have been, accessed,
12 acquired, used, disclosed, or breached. CONTRACTOR shall take prompt corrective action to cure
13 any deficiencies and any action pertaining to such unauthorized disclosure required by applicable
14 Federal and State Laws and regulations. CONTRACTOR shall investigate such breach and is
15 responsible for all notifications required by law and regulation or deemed necessary by COUNTY
16 DEPARTMENTS or IHSS PUBLIC AUTHORITY and shall provide a written report of the
1 7 investigation and reporting required to COUNTY DEPARTMENTS's Information Security Officer
18 and Privacy Officer and COUNTY DEPARTMENTS's Department of Behavioral Health HIPAA
19 Representative. This written investigation and description of any reporting necessary shall be
20 postmarked within the thirty (30) working days of the discovery of the breach to the addresses below:
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County of Fresno
Dept. of Public Health
HIP AA Representative
(559) 600-6439
P.O. Box 11867
Fresno, CA 93775
Dept. of Behavioral Health
HIP AA Representative
(559) 600-9180
444 l E. Kings Canyon
Fresno, CA 93 702
County of Fresno
Dept. of Public Health
Privacy Officer
(559) 600-6405
P.O. Box 11867
Fresno, CA 93775
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County of Fresno
Information Technology Services
Information Security Officer
(559) 600-5800
2048 N. Fine Street
Fresno, CA 93727
COUNTY or FRESNO
Fresno, CA
1 H. CONTRACTOR shall make its internal practices, books, and records relating to the
2 use and disclosure of PHI received from COUNTY DEPARTMENTS or IHSS PUBLIC AUTHORITY,
3 or created or received by the CONTRACTOR on behalf of COUNTY DEPARTMENTS or IHSS
4 PUBLIC AUTHORITY, available to the United States Department of Health and Human Services upon
5 demand.
6 I. SAFEGUARDS:
7 CONTRACTOR shall implement administrative, physical, and technical safeguards
8 as required by 45 CFR 164.308, 164.310, and 164.312 that reasonably and appropriately protect the
9 confidentiality, integrity, and availability of PHI, including electronic PHI, that it creates, receives,
10 maintains or transmits on behalf of COUNTY DEPARTMENTS or IHSS PUBLIC AUTHORITY; and
11 to prevent access, use or disclosure of PHI other than as provided for by this Agreement.
12 CONTRACTOR shall develop and maintain a written information privacy and security program that
13 includes administrative, technical and physical safeguards appropriate to the size and complexity of
14 CONTRACTOR's operations and the nature and scope of its activities. Upon COUNTY
15 DEPARTMENTS's or IHSS PUBLIC AUTHORITY's request, CONTRACTOR shall provide
16 COUNTY DEPARTMENTS or IHSS PUBLIC AUTHORITY with information concerning such
1 7 safeguards.
18 CONTRACTOR shall implement strong access controls and other security
19 safeguards and precautions in order to restrict logical and physical access to confidential, personal (e.g.,
2 0 PHI) or sensitive data to authorized users only. Said safeguards and precautions shall include the
21 following administrative and technical password controls for all systems used to process or store
2 2 confidential, personal, or sensitive data:
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1. Passwords must not:
a. Shared or written down where they are accessible or recognized by
2 5 anyone else; such as taped to the computer screen, stored under keyboards, or visible in work areas;
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a dictionary word; a
stored in a clear text
Passwords must be:
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1 a. Eight (8) characters or more in length;
2 b. changed every ninety (90) days
3 c. changed immediately, if revealed or compromised; and
4 d. composed of characters from at least three of the following four
5 groups of the standard keyboard:
6 I) Upper case letters (A-Z);
7 2) Lower case letters (a-z);
8 3) Arabic numbers (0 through 9); and
9 4) Non-alphanumeric characters (punctuation symbols).
10 CONTRACTOR shall implement the following security controls on each
11 workstation or portable computing device (e.g., laptop computer) containing confidential,
12 personal, or sensitive data:
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Network-based firewall and/or personal firewall;
Continuously updated anti-virus software; and
3. Patch management process including installation of all operating
system/software vendor security patches.
CONTRACTOR shall utilize a commercial encryption solution that has received
FIPS 140-2 validation to encrypt all confidential, personal, or sensitive data stored on portable
electronic media (including, but not limited to, compact disks and thumb drives) and on portable
computing devices (including, but not limited to, laptop and notebook computers).
CONTRACTOR shall not transmit confidential, personal, or sensitive data via e-
mail or other internet transport protocol unless the data is encrypted by a solution that has been
validated by the National Institute of Standards and Technology (NIST) as conforming to the
Advanced Encryption Standard (AES) Algorithm.
J. Mitigation of Harmful Effects
CONTRACTOR shall mitigate, to the extent practicable, any harmful effect that
is known to CONTRACTOR of an unauthorized access, viewing, use, disclosure, or breach of PHI by
CONTRACTOR or its subcontractors in violation of the requirements of these provisions.
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Fresno, CA
1 K. Contractor's Subcontractors
2 CONTRACTOR shall ensure that any of its contractors, including
3 subcontractors, if applicable, to whom CONTRACTOR provides PHI received from or created or
4 received by CONTRACTOR on behalf of COUNTY DEPARTMENTS IHSS PUBLIC AUTHORITY,
5 agree to the same restrictions and conditions that apply to CONTRACTOR with respect to such PHI;
6 and to incorporate, when applicable, the relevant provisions of these provisions into each subcontract
7 or sub-award to such agents or subcontractors.
8 CONTRACTOR shall ensure that any of its contractors, including subcontractors, if
9 applicable, to whom CONTRACTOR provides PHI received from or created or received by
10 CONTRACTOR on behalf of COUNTY DEPARTMENTS or IHSS PUBLIC AUTHORITY, agree to
11 the same restrictions and conditions that apply to CONTRACTOR with respect to such PHI; and to
12 incorporate, when applicable, the relevant provisions of these provisions into each subcontract or sub-
13 award to such agents or subcontractors.
14 L. Employee Training and Discipline
15 CONTRACTOR shall train and use reasonable measures to ensure compliance
16 with the requirements of these provisions by employees who assist in the performance of functions or
1 7 activities on behalf of COUNTY DEPARTMENTS or IHSS PUBLIC AUTHORITY under this
18 Agreement and use or disclose PHI and discipline such employees who intentionally violate any
19 provisions of these provisions, including termination of employment.
20 M. Termination for Cause
21 Upon COUNTY DEPARTMENTS and IHSS PUBLIC AUTHORITY's
22 knowledge of a material breach of the provisions of this Section 15 by CONTRACTOR, COUNTY
23 DEPARTMENTS and IHSS PUBLIC AUTHORITY shall either:
24 1. Provide an opportunity for CONTRACTOR to cure the breach or end the
2 5 violation and terminate this Agreement if CONTRACTOR does not cure the breach or end the
26 violation within the time specified by COUNTY DEPARTMENTS and IHSS PUBLIC AUTHORITY;
27 or
28 2. Immediately terminate this Agreement if CONTRACTOR has breached a
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Fresno, CA
1 material term of these provisions and cure is not possible.
2 3. If neither cure nor termination is feasible, the COUNTY
3 DEPARTMENTS Privacy Officer shall report the violation to the Secretary of the U.S. Department of
4 Health and Human Services.
5 N. Judicial or Administrative Proceedings
6 COUNTY DEPARTMENTS or IHSS PUBLIC AUTHORITY may tenninate this
7 Agreement in accordance with the terms and conditions of this Agreement as written hereinabove, if:
8 (1) CONTRACTOR is found guilty in a criminal proceeding for a violation of the HIPAA Privacy or
9 Security Laws or the HITECH Act; or (2) a finding or stipulation that the CONTRACTOR has
10 violated a privacy or security standard or requirement of the HITECH Act, HIP AA; or other security
11 or privacy laws in an administrative or civil proceeding in which the CONTRACTOR is a party.
12 0. Effect of Termination
13 Upon termination or expiration of this Agreement for any reason,
14 CONTRACTOR shall return or destroy all PHI received from COUNTY DEPARTMENTS or IHSS
15 PUBLIC AUTHORITY (or created or received by CONTRACTOR on behalf of COUNTY
16 DEPARTMENTS or IHSS PUBLIC AUTHORITY) that CONTRACTOR still maintains in any form,
1 7 and shall retain no copies of such PHI. If return or destruction of PHI is not feasible, it shall continue
18 to extend the protections of these provisions to such information, and limit further use of such PHI to
19 those purposes that make the return or destruction of such PHI infeasible. This provision shall apply
2 0 to PHI that is in the possession of subcontractors or agents, if applicable, of CONTRACTOR. If
21 Contractor destroys the PHI data, a certification of date and time of destruction shall be provided to
2 2 the COUNTY DEPARTMENTS or IHSS PUBLIC AUTHORITY by CONTRACTOR.
23 P. Disclaimer
24 COUNTY DEPARTMENTS or IHSS PUBLIC AUTHORITY makes no
2 5 warranty or representation that compliance by CONTRACTOR with these provisions, the HITECH
2 6 Act, HIP AA or the HIP AA regulations will be adequate or satisfactory for CONTRACTOR's own
2 7 purposes or that any information in CONTRACTOR's possession or control, or transmitted or
2 8 received by CONTRACTOR, is or will be secure from unauthorized access, viewing, use, disclosure,
-17 -COUNTY OF FRESNO
Frc~no, CA
1 or breach. CONTRACTOR is solely responsible for all decisions made by CONTRACTOR regarding
2 the safeguarding of PHI.
3 Q. Amendment
4 The parties acknowledge that Federal and State laws relating to electronic data
5 security and privacy are rapidly evolving and that amendment of these provisions may be required to
6 provide for procedures to ensure compliance with such developments. The parties specifically agree
7 to take such action as is necessary to amend this agreement in order to implement the standards and
8 requirements of HIP AA, the HIP AA regulations, the HITECH Act and other applicable laws relating
9 to the security or privacy of PHI. COUNTY DEPARTMENTS or IHSS PUBLIC AUTHORITY may
10 terminate this Agreement upon thirty (30) days written notice in the event that CONTRACTOR does
11 not enter into an amendment providing assurances regarding the safeguarding of PHI that COUNTY
12 DEPARTMENTS or IHSS PUBLIC AUTHORITY in its sole discretion, deems sufficient to satisfy the
13 standards and requirements of HIP AA, the HIP AA regulations and the HITECH Act.
14 R. No Third-Party Beneficiaries
15 Nothing express or implied in the terms and conditions of these provisions is
16 intended to confer, nor shall anything herein confer, upon any person other than COUNTY
17 DEPARTMENTS, or IHSS PUBLIC AUTHORITY, or CONTRACTOR and their respective
18 successors or assignees, any rights, remedies, obligations or liabilities whatsoever.
19 S. Intemretation
2 0 The terms and conditions in these provisions shall be interpreted as broadly as
21 necessary to implement and comply with HIP AA, the HIP AA regulations and applicable State laws.
2 2 The parties agree that any ambiguity in the terms and conditions of these provisions shall be resolved
2 3 in favor of a meaning that complies and is consistent with HIP AA and the HIP AA regulations.
24 T. Regulatory References
2 5 A reference in the terms and conditions of these provisions to a section in the
2 6 HIP AA regulations means the section as in effect or as amended.
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u. Survival
The respective rights and obligations of CONTRACTOR as stated in this Section
-18 -COUNlY OF foRESNO
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1 shall survive the termination or expiration of this Agreement.
2 v. No Waiver of Obligations
3 No change, waiver or discharge of any liability or obligation hereunder on any
4 one or more occasions shall be deemed a waiver of performance of any continuing or other obligation,
5 or shall prohibit enforcement of any obligation on any other occasion.
6 14. CONFLICT OF INTEREST
7 No officer, agent, or employee of COUNTY or IHSS PUBLIC AUTHORITY who
8 exercises any function or responsibility for planning and carrying out the services provided under this
9 Agreement shall have any direct or indirect personal financial interest in this Agreement. In addition,
10 no employee of COUNTY or IHSS PUBLIC AUTHORITY shall be employed by CONTRACTOR to
11 fulfill any contractual obligations with COUNTY or IHSS PUBLIC AUTHORITY. CONTRACTOR
12 shall also comply with all Federal, State of California, and local conflict of interest laws, statutes, and
13 regulations, which shall be applicable to all parties and beneficiaries under this Agreement and any
14 officer, agent, or employee of COUNTY or IHSS PUBLIC AUTHORITY.
15 15. DISCLOSURE OF SELF-DEALING TRANSACTIONS
16 This provision is only applicable if CONTRACTOR is operating as a corporation (a for-
1 7 profit or non-profit corporation) or if during the term of this Agreement, CONTRACTOR changes its
18 status to operate as a corporation.
19 Members of CONTRACTOR's Board of Directors shall disclose any self-dealing
2 0 transactions that they are a party to while CONTRACTOR is providing goods or performing services
21 under this Agreement. A self-dealing transaction shall mean a transaction to which CONTRACTOR
2 2 is a party and in which one or more of its directors has a material financial interest. Members of the
2 3 Board of Directors shall disclose any self-dealing transactions that they are a party to by completing
2 4 and signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit C and by this
2 5 reference incorporated herein, and submitting it to COUNTY and IHSS PUBLIC AUTHORITY prior
2 6 to commencing with the self-dealing transaction or immediately thereafter.
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16. DATA SECURITY
For the purpose of preventing the potential loss, misappropriation or inadvertent
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1 disclosure of COUNTY and IHSS PUBLIC AUTHORITY's data including sensitive or personal
2 client information; abuse of COUNTY and IHSS PUBLIC AUTHORITY's resources; and/or
3 disruption to COUNTY DEPARTMENTS or IHSS PUBLIC AUTHORITY's operations, individuals
4 and/or agencies that enter into a contractual relationship with COUNTY DEPARTMENTS or IHSS
5 PUBLIC AUTHORITY for the purpose of providing services under this Agreement must employ
6 adequate data security measures to protect the confidential information provided to CONTRACTOR
7 by COUNTY DEPARTMENTS or IHSS PUBLIC AUTHORITY, including but not limited to the
8 following:
9 A. Contractor-Owned Mobile/Wireless/Handheld Devices may not be connected to
10 COUNTY DEPARTMENTS or IHSS PUBLIC AUTHORITY's networks via personally owned
11 mobile, wireless or handheld devices, except when authorized by COUNTY DEPARTMENTS or
12 IHSS PUBLIC AUTHORITY for telecommuting and then only if virus protection software currency
13 agreements are in place and if a secure connection is used.
14 B. Contractor-Owned Computers or Computer Peripherals may not brought into
15 COUNTY DEPARTMENTS or IHSS PUBLIC AUTHORITY for use, including and not limited to
16 mobile storage devices, without prior authorization from COUNTY DEPARTMENTS's Chief
1 7 Information Officer or her designee. Data must be stored on a secure server approved by COUNTY
18 DEPARTMENTS or IHSS PUBLIC AUTHORITY and transferred by means ofa VPN (Virtual
19 Private Network) connection, or another type of secure connection of this type if any data is approved
2 0 to be transferred.
21 c. COUNTY DEPARTMENT-Owned or IHSS PUBLIC AUTHORITY-Owned
2 2 Computer Equipment -CONTRACTOR or anyone having an employment relationship with
2 3 COUNTY DEPARTMENTS or IHSS PUBLIC AUTHORITY may not use COUNTY
24 DEPARTMENTS or IHSS PUBLIC AUTHORITY's computers or computer peripherals on non-
25 COUNTY DEPARTMENTS or IHSS PUBLIC AUTHORITY premises without prior authorization
2 6 from COUNTY DEPARTMENTS's Chieflnformation Officer or her designee.
27 D. CONTRACTOR may not store COUNTY DEPARTMENTS or IHSS PUBLIC
2 8 AUTHORITY's private, confidential or sensitive data on any hard-disk drive.
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1 E. CONTRACTOR is responsible to employ strict controls to insure the integrity
2 and security of COUNTY DEPARTMENTS or IHSS PUBLIC AUTHORITY's confidential
3 information and to prevent unauthorized access to data maintained in computer files, program
4 documentation, data processing systems, data files and data processing equipment which stores or
5 processes COUNTY DEPARTMENTS or IHSS PUBLIC AUTHORITY's data internally and
6 externally.
7 F. Confidential client information transmitted to one party by the other by means of
8 electronic transmissions must be encrypted according to Advanced Encryption Standards (AES) of
9 128 BIT or higher. Additionally, a password or pass phrase must be utilized.
10 G. CONTRACTOR is responsible to immediately notify COUNTY
11 DEPARTMENTS or IHSS PUBLIC AUTHORITY of any breaches or potential breaches of security
12 related to COUNTY DEPARTMENTS or IHSS PUBLIC AUTHORITY's confidential information,
13 data maintained in computer files, program documentation, data processing systems, data files and
14 data processing equipment which stores or processes COUNTY DEPARTMENTS or IHSS PUBLIC
15 AUTHORITY data internally or externally.
16 H. In the event of a breach of security related to COUNTY DEPARTMENTS or
1 7 IHSS PUBLIC AUTHORITY confidential client information provided to CONTRACTOR, COUNTY
18 DEPARTMENTS or IHSS PUBLIC AUTHORITY will manage the response to the incident, however,
19 CONTRACTOR will be responsible to issue any notification to affected individuals as required by law
20 or as deemed necessary by COUNTY DEPARTMENTS or IHSS PUBLIC AUTHORITY in its sole
21 discretion. CONTRACTOR will be responsible for all costs incurred as a result of providing the
2 2 required notification. When no longer needed, all Medi-Cal Personally Identifiable Information, as
2 3 defined in the Medi-Cal Data Privacy and Security Agreement between the California DHCS and the
2 4 County of Fresno (hereinafter referred to as "the Medi-Cal Data Agreement"), whether stored in print
2 5 or electronic format, must be destroyed or disposed of through confidential means, as described in the
2 6 Medi-Cal Data Agreement. The current Medi-Cal Data Agreement is available upon request or can be
2 7 viewed at: http://www.co.fresno.ca.us/MediCalPrivacy/. .
28 I. The requirements in this Data Security provision shall apply to
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1 CONTRACTOR's subcontractors, if any.
2 17. CLEAN AIR AND WATER
3 In the event the funding under this Agreement exceeds One Hundred Thousand and
4 No/100 Dollars ($100,000.00), CONTRACTOR shall comply with all applicable standards, orders, or
5 requirements issued under the Clean Air Act contained in 42 U.S. Code 7601 et seq.; the Clean Water
6 Act contained in 33 U.S. Code 1368 et seq.; and any standards, laws, and regulations promulgated
7 thereunder. Under these laws and regulations, CONTRACTOR shall assure:
8 A. No facility shall be utilized in the performance of the Agreement that has been
9 listed on the Environmental Protection Agency (EPA) list of Violating Facilities;
10 B. COUNTY and IHSS PUBLIC AUTHORITY shall be notified prior to execution
11 ofthis Agreement ofthe receipt of any communication from the Director, Office of Federal Activities,
12 U.S. EPA indicating that a facility to be utilized in the performance of this Agreement is under
13 consideration to be listed on the EPA list of Violating Facilities;
14 c. COUNTY, IHSS PUBLIC AUTHORITY and U.S. EPA shall be notified about
15 any known violation of the above laws and regulations; and
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D. This assurance shall be included in every nonexempt sub grant, contract, or
subcontract.
18. DEBARMENT-CERTIFICATION REGARDING DEBARMENT, SUSPENSION,
INELIGIBILITY AND VO LUNT ARY EXCLUSION-LOWER TIER COVERED
TRANSACTIONS
A. COUNTY, IHSS PUBLIC AUTHORITY and CONTRACTOR recognize that
21 Federal assistance funds will be used under the terms of this Agreement. For purposes of this
22 paragraph, CONTRACTOR will be referred to as the "prospective recipient".
23 B. This certification is required by the regulation implementing Executive Order
24 12549, Debarment and Suspension, 29 CFR Part 98, section 98.510, Participant's responsibilities.
25 1) The prospective recipient of Federal assistance funds certified by entering
2 6 into this Agreement, that neither it nor its principals are presently debarred, suspended, proposed for
2 7 debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any
28 Federal department or agency.
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1 2) The prospective recipient of funds agrees by entering into this Agreement,
2 that it shall not knowingly enter into any lower tier covered transaction with a person who is debarred,
3 suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction,
4 unless authorized by the Federal department or agency with which this transaction originated.
5 3) Where the prospective recipient of Federal assistance funds is unable to
6 certify to any of the statements in this certification, such prospective participant shall attach an
7 explanation to this Agreement.
8 4) The prospective recipient shall provide immediate written notice to
9 COUNTY or IHSS PUBLIC AUTHORITY if at any time prospective recipient learns that its
10 certification in Paragraph Eighteen ( 18) of this Agreement was erroneous when submitted or has
11 become erroneous by reason of changed circumstances. The prospective recipient further agrees that
12 by entering into this Agreement, it will include a clause identical to Paragraph Eighteen (18) of this
13 Agreement and titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary
14 Exclusion-Lower Tier Covered Transactions", in all lower tier covered transactions and in all
15 solicitations for lower tier covered transaction.
16 5) The certification in Paragraph Eighteen ( 18) of this Agreement is a material
1 7 representation of fact upon which COUNTY or IHSS PUBLIC AUHTORITY relied in entering into
18 this Agreement.
19 19. CHARITABLE CHOICE
2 0 CONTRACTOR may not discriminate in its program delivery against a client or
21 potential client on the basis of religion or religious belief, a refusal to hold a religious belief, or a
2 2 refusal to actively participate in a religious practice. Any specifically religious activity or service
2 3 made available to individuals by CONTRACTOR must be voluntary as well as separate in time and
2 4 location from COUNTY and IHSS PUBLIC AUTHOIRTY funded activities and services.
2 5 CONTRACTOR shall inform COUNTY and IHSS PUBLIC AUTHORITY as to whether it is faith-
2 6 based. If CONTRACTOR identifies as faith-based it must submit to DSS a copy of its policy on
27 referring individuals to an alternate treatment provider, and include a copy of this policy in its client
2 8 admission forms. The policy must inform individuals that they may be referred to an alternative
-23 -COUNTY OF FRESNO
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1 provider if they object to the religious nature of the program, and include a notice to DSS. Adherence
2 to this policy will be monitored during annual site reviews, and a review of client files. If
3 CONTRACTOR identifies as faith-based, by July 1 of each year CONTRACTOR will be required to
4 report to DSS the number of individuals who requested referrals to alternate providers based on
5 religious objection.
6 20. LOBBYING ACTIVITY
7 None of the funds provided under this Agreement shall be used for publicity, lobbying or propaganda
8 purposes designed to support or defeat legislation pending in the Congress of the United States of
9 America or the Legislature of the State of California.
10 21. STATE ENERGY CONSERVATION
11 CONTRACTOR shall recognize the mandatory standard and policies relating to energy
12 efficiency in the State Energy Conservation Plan as required by the United States Energy Policy and
13 Conservation Act (42 U.S.C. section 6201, et seq).
14 22. INTERPRETATION OF LAWS AND REGULATIONS
15 COUNTY reserves the right to make final interpretations or clarifications on issues
16 relating to Federal and State laws and regulations, to ensure compliance.
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23. RECORDS
A. Medical Records: Clinical records of each patient shall be the property of
19 CONTRACTOR and shall be maintained for seven years or until audit findings are resolved. All such
2 0 records shall be considered confidential patient records in accordance with California Welfare and
21 Institutions Code, section 5328, and the Code of Federal Regulations, section 205.50, regarding
22 confidentiality of patients. Clinical records shall include evaluative studies in sufficient detail to make
2 3 possible an evaluation by the Fresno County DSS Director, or his designee, and shall be kept in
2 4 accordance with the rules and regulations of the State of California Community Mental Health
2 5 Services Act of 1967, as amended.
26 B. Financial Records: CONTRACTOR shall maintain statistical records in the
2 7 manner provided by the State Health and Human Services Agency and make such records available to
2 8 the Fresno County DSS Director, and the California State Health and Human Services Agency.
-24 -COUNTY OF FRESNO
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1 If the COUNTY, IHSS PUBLIC AUTHORITY, or CONTRACTOR is requested
2 to disclose any books, documents or records relevant to this Agreement, for the purpose of an audit or
3 investigation, the COUNTY, IHSS PUBLIC AUTHORITY, or CONTRACTOR shall notify the other
4 party of the nature and scope of such request and shall make available to the other party all such
5 books, contracts, documents or records. By agreeing to the aforementioned, the COUNTY, IHSS
6 PUBLIC AUTHORITY, and CONTRACTOR do not waive any legal rights that they have with regard
7 to disclosure of documents or information.
8 CONTRACTOR shall maintain accurate accounting records of its costs and
9 operating expenses. Such records of costs and expenditures shall be maintained for at least four years
10 or until audit findings are resolved, and shall be open to inspection by COUNTY, the County Auditor,
11 the Grand Jury, the State Controller, the State Director of the Department of Mental Health, or any of
12 their deputies.
13 24. SINGLE AUDIT CLAUSE
14 CONTRACTOR agrees to provide a copy of its audit report, performed in accordance
15 with the requirements of the Single Audit Act of 1984 (31 USC section 7 502) and subject to the terms
16 of Office of Management and Budget (OMB) Super-Circular, Title 2 of the Code of Federal
1 7 Regulations (CFR) Part 200, to COUNTY and IHSS PUBLIC AUTHORITY. Such audit shall be
18 delivered to COUNTY's DSS and IHSS PUBLIC AUTHORITY, for review not later than nine (9)
19 months after the close of the CONTRACTOR's fiscal year in which the funds supplied through this
2 0 Agreement are expended and/or received for this program. The audit must include a statement of
21 findings or a statement that there were no findings. If there were negative findings, CONTRACTOR
2 2 must include a corrective action plan signed by an authorized individual. Failure to comply with the
2 3 Single Audit Act may result in COUNTY or IHSS PUBLIC AUTHORITY performing the necessary
2 4 audit tasks, or, at COUNTY or IHSS PUBLIC AUTHORITY's option, contracting with a qualified
2 5 accountant to perform this audit. All audit costs related to this Agreement are the sole responsibility
2 6 of CONTRACTOR who agrees to take corrective action to eliminate any material noncompliance or
2 7 weakness found as a result of such audit. Audit work performed by COUNTY or IHSS PUBLIC
28 AUTHORITY under this paragraph shall be performed only after written notice to CONTRACTOR
-25 -COUNTY OF FRESNO
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1 and billed to CONTRACTOR at COUNTY and IHSS PUBLIC AUTHORITY cost as determined by
2 COUNTY's Auditor-Controller/Treasurer-Tax Collector.
3 25. TAX EQUITY AND FISCAL RESPONSIBILITY ACT
4 To the extent necessary to prevent disallowance of reimbursement under section 186l(v)
5 (1) (I) of the Social Security Act, (42 U.S.C. § 1395x, subd. (v)(l)[I]), until the expiration of four (4)
6 years after the furnishing of services under this Agreement, CONTRACTOR shall make available,
7 upon written request to the Secretary of the United States Department of Health and Human Services,
8 or upon request to the Comptroller General of the United States General Accounting Office, or any of
9 their duly authorized representatives, a copy of this Agreement and such books, documents, and
1 0 records as are necessary to certify the nature and extent of the costs of these services provided by
11 CONTRACTOR under this Agreement. CONTRACTOR further agrees that in the event
12 CONTRACTOR carries out any of its duties under this Agreement through a subcontract, with a value
13 or cost of Ten Thousand and No/100 Dollars ($10,000.00) or more over a twelve (12) month period,
14 with a related organization, such Agreement shall contain a clause to the effect that until the expiration
15 of four ( 4) years after the furnishing of such services pursuant to such subcontract, the related
16 organizations shall make available, upon written request to the Secretary of the United States
1 7 Department of Health and Human Services, or upon request to the Comptroller General of the United
18 States General Accounting Office, or any of their duly authorized representatives, a copy of such
19 subcontract and such books, documents, and records of such organization as are necessary to verify
2 0 the nature and extent of such costs.
21 26. AUDITS AND INSPECTIONS
2 2 CONTRACTOR shall at any time during business hours, and as often as COUNTY or
23 IHSS PUBLIC AUTHORITY may deem necessary, make available to COUNTY and IHSS PUBLIC
2 4 AUTHORITY for examination all of its records and data with respect to the matters covered by this
2 5 Agreement. CONTRACTOR shall, upon request by COUNTY and IHSS PUBLIC AUTHORITY,
2 6 permit COUNTY and IHSS PUBLIC AUTHORITY to audit and inspect all such records and data
2 7 necessary to ensure CONTRACTOR's compliance with the terms of this Agreement.
28 If this Agreement exceeds Ten Thousand and No/100 Dollars ($10,000.00),
-26 -COUN'IY OF FRESNO
Fresno, CA
1 CONTRACTOR shall be subject to the examination and audit of the State of California Auditor
2 General for a period of three (3) years after final payment under contract (California Government
3 Code section 8546.7).
4 In addition, CONTRACTOR shall cooperate and participate with COUNTY and IHSS
5 PUBLIC AUTHORITY's fiscal review process and comply with all final determinations rendered by
6 the COUNTY and IHSS PUBLIC AUTHORITY's fiscal review process. If COUNTY or IHSS
7 PUBLIC AUTHORITY reaches an adverse decision regarding CONTRACTOR's services to
8 consumers, it may result in the disallowance of payment for services rendered; or in additional
9 controls to the delivery of services, or in the termination of this Agreement, at the discretion of
10 COUNTY or COUNTY's DSS Director or designee, or at the discretion of IHSS PUBLIC
11 AUTHORITY or its Executive Director. If as a result of COUNTY or IHSS PUBLIC
12 AUTHORITY's fiscal review process a disallowance is discovered due to CONTRACTOR's
13 deficiency, CONTRACTOR shall be financially liable for the amount previously paid by COUNTY or
14 IHSS PUBLIC AUTHORITY to CONTRACTOR and this disallowance will be adjusted from
15 CONTRACTOR's future payments, at the discretion of COUNTY or COUNTY's DSS Director or
16 designee, or IHSS PUBLIC AUTHORITY or its Executive Director. In addition, COUNTY and IHSS
1 7 PUBLIC AUTHORITY shall have the sole discretion in the determination of fiscal review outcollJ.es,
18 decisions and actions.
19 27. NOTICES
2 0 The persons having authority to give and receive notices under this Agreement and their
21 addresses include the following:
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COUNTY
Director,
Department of Social Services
PO BOX 1912
Fresno, CA 93718-1912
26 Ill
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CONTRACTOR
Director
Carmazzi Global Solutions
1026 Florin Rd #384
Sacramento, CA 95831
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IHSS PUBLIC AUTHORITY
Executive Director
P.O. Box 1912
Fresno, CA 93718-1912
28. CHANGE OF LEADERSHIP I MANAGEMENT
5 Any and all notices between COUNTY, IHSS PUBLILC AUTHORITY and
6 CONTRACTOR provided for or permitted under this Agreement or by law, shall be in writing and
7 shall be deemed duly served when personally delivered to one of the parties, or in lieu of such
8 personal service, when deposited in the United States Mail, postage prepaid, addressed to such party.
9 In the event of any change in the status of CONTRACTOR'S leadership or
10 management, CONTRACTOR shall provide written notice to COUNTY and IHSS PUBLIC
11 AUTHORITY within thirty (30) days from the date of change. Such notification shall include any
12 new leader or manager's name, address and qualifications. "Leadership or management" shall include
13 any employee, member, or owner of CONTRACTOR who either a) directs individuals providing
14 services pursuant to this Agreement, b) exercises control over the manner in which services are
15 provided, or c) has authority over CONTRACTOR's finances.
16 29. GOVERNING LAW
1 7 The parties agree that for the purposes of venue, performance under this Agreement is to
18 be in Fresno COUNTY, California.
19 The rights and obligations of the parties and all interpretation and performance of this
2 0 Agreement shall be governed in all respects by the laws of the State of California.
21 30. PUBLIC AUTHORITY SEP ARA TE ENTITY
2 2 IHSS PUBLIC AUTHORITY is an independent legal entity, separate and apart from the
2 3 COUNTY. The Authority has no power to bind the COUNTY to any contractual or legal obligations.
24 Nor may the obliges ofIHSS PUBLIC AUTHORITY seek recourse against the COUNTY for any
2 5 financial or legal obligations of IHSS PUBLIC AUTHORITY.
26 31. ENTIRE AGREEMENT
2 7 This Agreement, including all Exhibits, constitutes the entire agreement between
28 CONTRACTOR, IHSS PUBLIC AUTHORITY, and COUNTY DEPARTMENTS with respect to the
-28 -COUNTY OF l'RESNO
Fresno, CA
1 subject matter hereof and supersedes all previous agreement negotiations, proposals, commitments,
2 writings, advertisements, publications and understandings of any nature whatsoever unless expressly
3 included in this Agreement.
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Mailing Address:
CARMAZZI GLOBAL SOLUTIONS
1026 Florin Rd#384,Sacramento,CA 9583 J
Phone No.:(888)452-6543
Contact:Angela Carmazzi
IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the day and
year first hereinabove written.
ATTEST:
4
CONTRACTOR:
5 CARMAZZI GLOBAL SOLUTIONS
6
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BY~
Print Name:Angela Carmazzi
Title:President
Chairman of the Board,or
President,or any Vice President
Print Name:Angela Carmazzi
Title:President
Secretary (of Corporation),or
any Assistant Secretary,or
Chief Financial Officer,or
any Assistant Treasurer
COUNTY OF FRESNO
BY~~~
Ernest Buddy Mendes,Chairman
Board of Supervisors
BERNICE E.SEIDEL,Clerk
Board of Supervisors
IN-HOME SUPPORTIVE SERVICES
PUBLIC AUTHORITY
ByE £~~'---
Chairman,BoaJOdOfDirtOfS
PLEASE SEE ADDITIONAL
SIGNATURE PAGE A TT ACHED
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APPROVED AS TO LEGAL FORM:
DANIEL C. CEDERBORG, COUNTY COUNSEL
By~~.e-~-'-~-1-....,._~~~~~
APPROVED AS TO AC TING FORM:
VICKI CROW, C.P.A., AUDITOR-CONTROLLER/
TREASURER-TAX COLLECTOR
, . /
By L1!it.I!~//
/ // / /1._/' I /
REVIEWEDAI)ID REjOMMENDED
FOR APPR0¥AL: L/
PLEASE SEE EXHIBIT B
FOR BUDGET ORGS AND FUNDING
-31 -COUNTY OF FIU~SNO
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By &-i/"Lt'-t~
Dawan Utecht, Director
Department of Behavioral Health
-32 -COUNTY Qi; r:RESNO
Fresno, CA.
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By ')'a ~ ~(/:-)
Michael L. Elliott, Chief Probation Otliccr
Fresno County Probation Department
-33 -< :< H lNTY < lF FRF$NO
Frc~1i11. c:. \
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-H -COLIN'l'Y ( W FRE.'i!'\t)
Fn"l!111,C\
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By~~~~~...,£.._;:_~~~~~~-
Steven E. White, Director
Department of Public Works and Planning
-35 -COUN'IY OF FRESNO
Fresno, Ct\
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0~ By~...,._._~~~~~~~~~~
nin, Executive Director Joy
In· me Supportive Services Public Authority
-36 -COUN1Y OF FRESNO
Fresno, CA
ORGANIZATION:
SERVICES:
Summary of Services
Carmazzi Global Solutions
Written Translation Services
Exhibit A
Page 1of6
MAILING ADDRESS: 1026 Florin Rd #384, Sacramento, CA 95831
CONTACT PERSON: Angela Carmazzi
CONTRACT PERIOD: July 1, 2016 through June 30, 2021
CONTRACT AMOUNT: $679,250.00
PROJECT DESCRIPTION:
Carmazzi Global Solutions, henceforth referred to as CONTRACTOR, shall provide
written translation of consumer documents, forms, notices or other materials as needed
to the County of Fresno Departments of Social Services, Behavioral Health, Public
Health, Public Works and Planning, Probation, and In-Home Supportive Services Public
Authority (IHSS-PA), henceforth referred to as COUNTY or IHSS-PA, in Spanish,
Hmong, Lao, Cambodian, Armenian, Punjabi, Vietnamese, and other languages or
dialects in which they are proficient.
AVAILIBIL TY HOURS/DA VS:
Service activities shall be Monday through Friday, between the hours of 8:00 AM. and
5:00 P.M, excluding COUNTY holidays. Non-traditional hours may be provided to
accommodate participants with extenuating circumstances, on a case-by-case basis,
and the COUNTY or IHSS-PA may approve other holidays as appropriate.
CONTRACTOR'S RESPONSIBILITIES:
CONTRACTOR will utilize only highly qualified translators who are certified by an
accreditation organization, state certification program, or other recognized accreditation
agency accepted by the County and IHSS-PA. Regarding the quality of the document
translated, Carmazzi Global Solutions will utilize an internal review process that will
proofread translated document for errors in spelling, grammar, and content to ensure
the accuracy of the original message is maintained.
A. Translation Process
CONTRACTOR shall translate documents as outlined below.
Exhibit A
Page 2of6
1. Once the CONTRACTOR receives a request for translation, CONTRACTOR will
contact the requesting COUNTY Department or IHSS-PA within two (2) hours to
confirm receipt of the document.
2. CONTRACTOR will then verify the deadline, design/layout, reading level,
terminology, program names, and sections of the document that will be
translated.
3. Once the specifics of the translation have been mutually agreed upon,
CONTRACTOR will provide COUNTY or IHSS-PA with an estimate for the
translation.
4. CONTRACTOR will then ensure that the translator has the required certification
to translate the document. If CONTRACTOR does not have an individual certified
to translate the document, CONTRACTOR will inform the requesting Department
or IHSS-PA for resolution.
a. General documents shall be translated by individuals certified by an
organization comparable to the American Translators Association.
b. Legal documents shall be translated by individuals certified by an
organization comparable to the National Association of Judiciary
Interpreters and Translators.
c. Medical documents shall be translated by individuals certified by an
organization comparable to the National Board of Certified Medical
Interpreters.
5. Once the initial translation is complete, the document will be proofread and
reviewed for spelling, formatting, and accuracy.
6. After the document has been reviewed, it will be provided to the requesting
COUNTY Department or IHSS-PA for final review.
7. Should the COUNTY Department or IHSS-PA identify any errors; the document
will be corrected by the CONTRACTOR and re-reviewed by the CONTRACTOR
for spelling, formatting, and accuracy.
8. Once the translation is complete and accepted by the requesting COUNTY
Department or IHSS-PA, the CONTRACTOR shall provide the invoice to the
requestor as detailed in paragraph five (5) of the Agreement.
B. General Requirements
1. CONTRACTOR shall track translation requests made by the requesting
COUNTY Department of IHSS-PA to ensure timeliness of the translation.
2. CONTRACTOR shall provide final materials to designated COUNTY Department
or IHSS-PA staff for review and signoff via electronic files attached to email
messages. If requested, other delivery methods will be agreed upon by the
requesting COUNTY Department or IHSS-PA and CONTRACTOR.
3. Provide replacement document(s) to COUNTY or IHSS-PA with no additional
cost if a document is lost or damaged.
4. Complete all requested translations as agreed upon by CONTRACTOR and
COUNTY or IHSS-PA representative.
Exhibit A
Page 3of6
5. Correct, without charge, any error or misinterpretation of the translated
document(s) identified by or brought to the attention of COUNTY or IHSS-PA
staff.
6. Provide translated document(s) in the format requested.
7. Provide all requested program service information timely (invoices and other
information) as required by COUNTY or IHSS-PA.
8. Meet with designated COUNTY staff as needed for service coordination,
problem/issue resolution, information sharing, and review and of services.
COUNTY'S AND IHSS-PA's RESPONSIBLITIES:
1. Provide CONTRACTOR hard copy or electronic files attached to email.
2. Provide instructions on the specific document(s) need to be translated.
3. Provide due date for COUNTY or IHSS-PA receipt of translated documents.
4. Meet with designated CONTRACTOR staff as needed for service coordination,
problem/issue resolution, information sharing, and review and of services.
PERFORMANCE MEASUREMENTS:
Exhibit A
Page 4 of 6
Fresno County will consider CONTRACTOR performance levels when determining
funding recommendations for future Agreements. For this contract period,
CONTRACTOR shall meet the following performance measurements and levels:
Performance Measure Expected Level of Performance
Performance Measurement 1:
Correct Translation -The number of 95% of the documents should be translated
documents that should be translated correctly without additional changes from
correctly without additional changes by County staff.
County staff.
Data Sources:
County staff verification of documents
Performance Measurement 2: 100% of the documents should be
Processing Time -The number of translated by the given deadline.
documents received by established
deadline given by the Department.
Data Sources:
Tracking log
Rate Sheet:
A. Translation Costs
Source Language Target Language Rate per 4 Hour
word Rush
Charge
English Spanish $ 0.12 $
English Hmong $ 0.16 $
English Lao $ 0.16 $
English Cambodian $ 0.16 $
English Armenian $ 0.16 $
English Punjabi $ 0.16 $
English Vietnamese $ 0.16 $
English All other Languages $ 0.18 $
24 Hour
Rush Charge
0.16 $ 0.14
0.20 $ 0.19
0.20 $ 0.19
0.20 $ 0.19
0.20 $ 0.19
0.20 $ 0.19
0.20 $ 0.19
0.22 $ 0.20
Exhibit A
Page 5 of 6
Inverse
Translation
Rate
$ 0.12
$ 0.16
$ 0.16
$ 0.16
$ 0.16
$ 0.16
$ 0.16
$ 0.18
B. Proofreading/Editing Costs (Applies if CONTRACTOR provides the translation services, but not the
layout services, and CONTRACTOR is asked to proofread/edit the final layout completed by another
company or COUNTY or IHSS-PA)
Source Language Target Language Rate per page 4-8 Hour Rush 24 Hour Rush
Charge Charge
English · All Language $ 15.00 $ 19.00 $ 17.00
C. Proofreading/Editing costs of existing translation not translated by CGS
Source Language Target Language Rate per page 4 Hour Rush 24 Hour Rush
Charge Charge
English Spanish $ 24.00 $ 30.00 $ 28.00
English Hmong $ 32.00 $ 38.00 $ 36.00
English Lao $ 32.00 $ 38.00 $ 36.00
English Cambodian $ 32.00 $ 38.00 $ 36.00
English Armenian $ 32.00 $ 38.00 $ 36.00
English Punjabi $ 32.00 $ 38.00 $ 36.00
English Vietnamese $ 32.00 $ 38.00 $ 36.00
English All other Languages $ 32.00 $ 38.00 $ 36.00
D. Additional Translation Costs
Description Rate 4 Hour Rush Charge 24 Hour Rush Charge
Complex/Technical Add $0.01 per word Add $0.05 per word to Add $0.03 per word to each
Text to each language each language rate. language rate.
rate.
Design Layout MS Word $8.00/page MS Word $10.00/page MS Word $9.00/page
PDF $15.00/page PDF $17.00/page PDF $16.00/page
Ready to Print Converting to Print
Files Ready Files with crop
marks and high
resolution
$65/pro ject/la nguage
Complex $18.00/page
Formatting
Graphic or Table $12.00 each
Editing/Recreation
$75/project/language
$29.00/page
$14.00 each
Exhibit A
Page 6of6
$70/ project/language
$19.00/page
$13.00 each
Organization
Number
56107001
5611
Total
Organization
Number
56201500
56201600
56201611
56201650
56201645
56201661
56201654
56201670
56201706
56204764
Total
Organization
Number
56304312
56304314
56304622
56304710
56302200
56302666
56302003
Total
Organization
Number
9140
9015
Total
Organization
Number
3430
Total
Carmazzi Global Solutions -Written Translation Services
Contract Term: July 1, 2016 through June 30, 2017
Contract Amount: $135,450
Department of Social Services/IHSS Public Authority
Federal/State Social Service Grants lntrafund Net County
Revenues Realignment Cost
$ 95,150 $ 10,657 $ -$ -$ 193
$ 1,336 $ 164 $ -$ -$ -
$ 96,486 $ 10,821 $ -$ -$ 193
Department of Public Health
Federal/State Health Grants lntrafund Fees Revenues Realignment
$ -$ 6,000 $ -$ -$ -
$ -$ 25 $ 475 $ -$ -
$ -$ -$ 500 $ -$ -
$ -$ 460 $ -$ 5 $ 35
$ 500
$ 500
$ -$ 35 $ 28 $ 73 $ 114
$ -$ 500 $ -$ -
$ -$ 500 $ -$ -
$ -$ 60 $ -$ -$ 940
$ -$ 7,483 $ 836 $ 65 $ 907
Department of Behavioral Health
Managed Care Mental Health Grants lntrafund MHSA State
Realianment Funds
$ -$ -$ -$ -$ 583
$ -$ -$ -$ -$ 583
$ -$ -$ -$ -$ 833
$ -$ -$ -$ -$ 6,667
$ -$ 1,250 $ -$ -$ -
$ 333 $ -$ -$ -$ -
$ -$ 1,667 $ -$ -$ -
$ 333 $ 2,917 $ -$ -$ 8,666
Department of Public Works and Planning
Managed Care Mental Health Grants lntrafund MHSA State
Realignment Funds
$ -$ -$ -$ 1,667
$ -$ -$ -$ 833
$ -$ -$ -$ 2,500 $ -
Probation Department
Managed Care Mental Health Grants lntrafund Net County
Realignment Cost
$ -$ -$ -$ 400
$ -$ -$ -$ -$ 400
Grand Total
$
$
$ -
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
Exhibit B
Page 1of2
Total
106,000
1,500
107,500
Total
6,000
500
500
500
500
500
250
500
500
1,000
10,750
Total
583
583
833
6,667
1,250
333
1,667
14,300
Total
1,667
833
2,500
Total
400
400
$ 135,450
Organization
Number
56107001
5611
Total
Organization
Number
56201500
56201600
56201611
56201650
56201645
56201661
56201654
56201670
56201706
56204764
Total
Organization
Number
56304312
56304314
. 56304622
56304710
56302200
56302666
.56302003
Total
Cannazzi Global Solutions -Written Translation Services
Contract Tenn: July 1, 2017 through June 30, 2021
Contract Amount Per 12 Month Term: $135,950
Department of Social Services/IHSS Public Authority
Federal/State Social Service Grants lntrafund Net County
Revenues Realignment Cost
$ 95, 150 $ 10,657 $ -$ -$ 193
$ 1,336 $ 164 $ -$ -$ -
$ 96,486 $ 10,821 $ -$ -$ 193
Department of Public Health
Federal/State Health Grants lntrafund Fees Revenues RealiQnment
$ -$ 6,000 $ -$ -$ -
$ -$ 25 $ 475 $ -$ -
$ -$ -$ 500 $ -$ -
$ -$ 460 $ -$ 5 $ 35
$ 500
$ 500
$ -$ 35 $ 28 $ 73 $ 114
$ -$ 500 $ -$ -
$ -$ 500 $ -$ -
$ -$ 60 $ -$ -$ 940
$ -$ 8,580 $ 1,003 $ 78 $ 1,089
Department of Behavioral Health
Managed Care Mental Health Grants lntrafund MHSA State
Realignment Funds
$ -$ -$ -$ -$ 700
$ -$ -$ -$ -$ 700
$ -$ -$ -$ -$ 1,000
$ -$ -$ -$ -$ 8,000
$ -$ 1,500 $ -$ -$ -
$ 400 $ -$ -$ -$ -
$ -$ 2,000 $ -$ -$ -
$ 400 $ 3,500 $ -$ -$ 10,400
Department of Public Works and PlanninR
Organization · Managed Care Mental Health Grants lntrafund MHSA State
Number Realignment Funds
9140 $ -$ -$ -$ 2,000
9015 $ -$ -$ -$ 1,000
Total $ -$ -$ -$ 3,000 $ -
Probation Department
Organization Managed Care Mental Health Grants lntrafund Net County
Number Realignment Cost
3430 $ -$ -$ -$ 400
Total $ -$ -$ -$ -$ 400
Grand Total
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
Exhibit B
Page 2 of 2
Total
106,000
1,500
107,500
Total
6,000
500
500
500
500
500
250
500
500
1,000
10,750
Total
700
700
1,000
8,000
1,500
400
2,000
14,300
Total
2,000
1,000
3,000
Total
400
400
$ 135,950
SELF-DEALING TRANSACTION DISO.OSURE FORM
Exhibit C
Page 1 of2
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).
. . ·. '. ·; :. ·.: :;: ~-., ~: . : : ··:·~ : /· ···. .:;.·;··.·.~.:.-.•. ·.~.~.· •.· .. :.·:;·· .. :··.;.·.··.:'.· .. ·.:,·.· ... =:.· .. ·· .• •.·.··.·.·.·. · . .;··=>-:=..=:.::._;_:.; ;·:)·~:.:,!:\"\ .--
Signature:
Exhibit C
Page 2 of2