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COUNTY OF FRESNO
Fresno CA
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AGREEMENT
THIS AGREEMENT is made and entered into this day of _______________, 2018, by and
between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to
as "COUNTY", and CPS HR CONSULTING, a Joint Powers Authority of the State of California, whose
address is 2450 Del Paso Road, Suite 220, Sacramento, CA 95834, hereinafter referred to as
"CONTRACTOR".
W I T N E S S E T H:
WHEREAS, COUNTY has a need for specialized training services for supervisors within the
Department of Social Services; and
WHEREAS, CONTRACTOR has the expertise and is willing and able to provide said services
pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the terms, covenants and conditions to be kept and
performed by each party, it is agreed as follows:
1.SERVICES
A. CONTRACTOR shall perform all services and fulfill all responsibilities as identified in
COUNTY’S Request for Proposal (RFP) No. 18-052, dated May 25, 2018, and Addendum No. One (1)
to COUNTY’S RFP No. 18-052 dated June 18, 2018, collectively hereinafter referred to as COUNTY’S
Revised RFP No. 18-052 and CONTRACTOR’S response to said Revised RFP, all incorporated herein
by reference and made part of this Agreement.
B.CONTRACTOR shall provide services as set forth in Exhibit A, Summary of Services,
and Exhibit B, Budget, both of which are attached hereto and incorporated herein by reference.
C.In the event of any inconsistency among the documents described in Paragraphs 1.A
and 1.B hereinabove, the inconsistency shall be resolved by giving precedence in the following order of
priority: 1) to this Agreement, including all Exhibits attached hereto, 2) to COUNTY’S Revised RFP No.
18-052, 3) to the CONTRACTOR’s response to Revised RFP. A copy of COUNTY’S Revised RFP No.
18-052, and CONTRACTOR’s response, shall be retained and made available during the term of this
Agreement by COUNTY’S Department of Social Services.
23rd October
Agreement No. 18-607
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2.TERM
The term of this Agreement shall be for a period of two (2) years, commencing on January
1, 2019 through and including December 31, 2020.
3.TERMINATION
Non-Allocation of Funds - The terms of this Agreement, and the services to be provided
thereunder, are contingent upon the approval of funds by the appropriating government agency. Should
sufficient funds not be allocated, the services provided may be modified, or this Agreement terminated, at
any time by giving the CONTRACTOR thirty (30) days advance written notice.
A.Breach of Contract - The COUNTY or CONTRACTOR may immediately suspend or
terminate this Agreement in whole or in part, where in the determination of the COUNTY there is:
1)An illegal or improper use of funds;
2)A failure to comply with any term of this Agreement;
3)A substantially incorrect or incomplete report submitted to the COUNTY;
4)Improperly performed service.
In no event shall any payment by the COUNTY constitute a waiver by the COUNTY of any
breach of this Agreement or any default which may then exist on the part of the CONTRACTOR. Neither
shall such payment impair or prejudice any remedy available to the COUNTY with respect to the breach or
default. The COUNTY shall have the right to demand of the CONTRACTOR the repayment to the
COUNTY of any funds disbursed to the CONTRACTOR under this Agreement, which in the judgment of
the COUNTY were not expended in accordance with the terms of this Agreement. The CONTRACTOR
shall promptly refund any such funds upon demand.
B.W ithout Cause - Under circumstances other than those set forth above, this Agreement
may be terminated by CONTRACTOR or COUNTY or COUNTY’s DSS or designee, upon the giving of
thirty (30) days advance written notice of an intention to terminate the Agreement.
4.COMPENSATION
For actual services provided as identified in the terms and conditions of this Agreement,
COUNTY agrees to pay CONTRACTOR and CONTRACTOR agrees to receive compensation in
accordance with Exhibit B.
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In no event shall actual services performed under this Agreement be in excess of Four
Hundred and Twelve Thousand and Five Hundred Dollars ($412,500) during the term of this Agreement. It
is understood that all expenses incidental to CONTRACTOR’s performance of services under this
Agreement shall be borne by CONTRACTOR.
Except as provided below regarding State payment delays, payments by COUNTY shall be in
arrears, for services provided during the preceding month, within forty-five (45) days after receipt,
verification and approval of CONTRACTOR’s invoices by COUNTY. If CONTRACTOR should fail to
comply with any provision of this Agreement, COUNTY shall be relieved of its obligation for further
compensation. All final claims and/or any final budget modification requests shall be submitted by
CONTRACTOR within sixty (60) days following the final month of service for which payment is claimed. No
action shall be taken by COUNTY on claims submitted beyond the sixty (60) day closeout period. Any
compensation which is not expended by CONTRACTOR pursuant to the terms and conditions of this
Agreement shall automatically revert to COUNTY.
The services provided by CONTRACTOR under this Agreement are funded in whole or in part
by the State of California. In the event that funding for these services is delayed by the State Controller,
COUNTY may defer payment to CONTRACTOR. The amount of the deferred payment shall not exceed
the amount of funding delayed by the State Controller to the COUNTY. The period of time of the deferral by
COUNTY shall not exceed the period of time the State Controller’s delay of payment to COUNTY plus forty-
five (45) days.
5.INVOICING
CONTRACTOR shall invoice COUNTY in arrears by the tenth (10th) of each month for actual
services rendered in the previous month to: DSSInvoices@co.fresno.ca.us. Payments by COUNTY’s DSS
shall be in arrears, for actual services provided during the preceding month, within forty-five (45) days after
receipt, verification and approval of CONTRACTOR’s invoices by COUNTY’s DSS.
At the discretion of COUNTY’s DSS Director or designee, if an invoice is incorrect or is
otherwise not in proper form or detail, COUNTY’s DSS Director or designee shall have the right to
withhold payment as to only that portion of the invoice that is incorrect or improper after five (5) days
prior written notice or email correspondence to CONTRACTOR. CONTRACTOR agrees to continue to
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provide services for a period of ninety (90) days after notification of an incorrect or improper invoice. If
after the ninety (90) day period the invoice(s) is still not corrected to COUNTY’s DSS satisfaction,
COUNTY’s DSS Director or designee may elect to terminate this Agreement, pursuant to the termination
provisions stated in Paragraph Three (3) of this Agreement. All final claims shall be submitted by
CONTRACTOR within sixty (60) days following the month of actual service for which payment is
claimed. No payment for services shall be made by COUNTY’s DSS on claims submitted beyond sixty
(60)days following the month of actual service for which payment is invoiced.
6.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 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.
7.INDEPENDENT CONTRACTOR
In performance of the work, duties and obligations assumed by CONTRACTOR under this
Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of the
CONTRACTOR’S officers, agents, and employees will at all times be acting and performing as an
independent contractor, and shall act in an independent capacity and not as an officer, agent, servant,
employee, joint venturer, partner, or associate of COUNTY. Furthermore, COUNTY shall not have any
right to control or supervise or direct the manner or method by which CONTRACTOR shall perform their
work and function. However, COUNTY shall retain the right to administer this Agreement so as to verify
that CONTRACTOR are performing their obligations in accordance with the terms and conditions thereof.
CONTRACTOR and COUNTY shall comply with all applicable provisions of law and the rules
and regulations, if any, of governmental authorities having jurisdiction over matters which are directly or
indirectly the subject of this Agreement.
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Because of its status as an independent contractor, CONTRACTOR shall have absolutely no
right to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be solely
liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits.
In addition, CONTRACTOR shall be solely responsible and hold COUNTY harmless from all matters
relating to payment of CONTRACTOR’S employees, including compliance with Social Security withholding
and all other regulations governing such matters. It is acknowledged that during the term of this Agreement,
CONTRACTOR may be providing services to others unrelated to the COUNTY or to this Agreement.
8.HOLD HARMLESS
CONTRACTOR agree to indemnify, save, hold harmless, and at COUNTY’s request, defend
the COUNTY, their officers, agents, and employees from any and all costs and expenses, damages,
liabilities, claims, and losses occurring or resulting to COUNTY in connection with the performance, or
failure to perform, by CONTRACTOR, their officers, agents, or employees under this Agreement, and from
any and all costs and expenses, 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, their officers, agents, or employees under this Agreement. In addition, CONTRACTOR
agree to indemnify COUNTY for Federal, State of California and/or local audit exceptions resulting from
noncompliance herein on the part of CONTRACTOR.
9.INSURANCE
W ithout limiting the COUNTY’S right to obtain indemnification from CONTRACTOR or any
third parties, CONTRACTOR, at their sole expense, shall maintain in full force and effect, the following
insurance policies or a program of self-insurance, including but not limited to, an insurance pooling
arrangement or Joint Powers Agreement (JPA) throughout the term of the Agreement:
A.Commercial General Liability
Commercial General Liability Insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000).
This policy shall be issued on a per occurrence basis. COUNTY may require specific
coverages including completed operations, products liability, and contractual liability,
Explosion-Collapse-Underground, fire legal liability or any other liability insurance deemed
necessary because of the nature of this contract.
B.Automobile Liability
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ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned
autos, covering hired, (Code 8) and non-owned autos (Code 9), with limit no less than
$1,000,000 per accident for bodily injury and property damage. Coverage should include
owned, non-owned and hired vehicles used in connection with this Agreement.
C.Professional Liability
If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W.,
M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than
One Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00)
annual aggregate.
D.Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the California Labor
Code.
CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance
naming the County of Fresno, its officers, agents, and employees, individually and collectively, as
additionally insured, but only insofar as the operations under this Agreement are concerned. Such
coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance,
maintained by COUNTY, its officers, agents and employees shall be excess only and not contributing with
insurance provided under CONTRACTOR’S policies herein. This insurance shall not be cancelled or
changed without a minimum of thirty (30) days advance written notice given to COUNTY.
Within Thirty (30) days from the date CONTRACTOR sign and execute this Agreement,
CONTRACTOR shall provide certificates of insurance and endorsements as stated above for all of the
foregoing policies, as required herein, to the County of Fresno, P.O. Box 1912, Fresno, CA 93718-1219,
Attention: Contract Analyst, stating that such insurance coverage has been obtained and is in full force;
that the County of Fresno, its officers, agents and employees will not be responsible for any premiums on
the policies; that for such worker’s compensation insurance the CONTRACTOR has waived its right to
recover from the COUNTY, its officers, agents, and employees any amounts paid under the insurance
policy and that waiver does not invalidate the insurance policy; that such Commercial General Liability
insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as
additionally insured, but only insofar as the operations under this Agreement are concerned; that such
coverage for additionally insured shall apply as primary insurance and any other insurance, or
self-insurance, maintained by COUNTY, its officers, agents and employees, shall be excess only and not
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contributing with insurance provided under CONTRACTOR policies herein; and that this insurance shall not
be cancelled or changed without a minimum of thirty (30) days advance written notice given to COUNTY.
In the event CONTRACTOR fail to keep in effect at all times insurance coverage as herein
provided, the COUNTY may, in addition to other remedies it may have, suspend or terminate this
Agreement upon the occurrence of such an event.
All policies shall be with admitted insurers licensed to do business in the State of California.,
and such insurance shall be purchased from companies possessing a current A.M. Best, Inc. rating of A
FSC VII or better.
10.ASSIGNMENT AND SUBCONTRACTS
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. COUNTY’s DSS Director or
designee is authorized to approve a request by CONTRACTOR to subcontract any of the services to be
delivered under this Agreement. Any transferee, assignee or subcontractor will be subject to all applicable
provisions of this Agreement, and all applicable State and Federal regulations. CONTRACTOR shall be
held primarily responsible by COUNTY for the performance of any transferee, assignee or subcontractor
unless otherwise expressly agreed to in writing by COUNTY. The use of subcontractor by CONTRACTOR
shall not entitle CONTRACTOR to any additional compensation than is provided for under this Agreement.
11.CONFLICT OF INTEREST
No officer, employee or agent of the COUNTY who exercises any function or responsibility for
planning and carrying out of the services provided under this Agreement shall have any direct or indirect
personal financial interest in this Agreement. In addition, no employee of the COUNTY shall be employed
by the CONTRACTORS under this Agreement to fulfill any contractual obligations with the COUNTY. The
CONTRACTORS shall comply with all Federal, State of California and local conflict of interest laws,
statutes and regulations, which shall be applicable to all parties and beneficiaries under this Agreement and
any officer, employee or agent of the COUNTY.
12.NON-DISCRIMINATION
During the performance of this Agreement CONTRACTOR shall not unlawfully discriminate
against any employee or applicant for employment, or recipient of services, because of ethnic group
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identification, gender, gender identity, gender expression, sexual orientation, color, physical disability,
mental disability, medical condition, national origin, race, ancestry, marital status, religion, or religious
creed, pursuant to all applicable State of California and Federal statutes and regulations.
13.CONFIDENTIALITY
All services performed by CONTRACTOR under this Agreement shall be in strict
conformance with all applicable Federal, State of California, and/or local laws and regulations relating to
confidentiality including, but not limited to: California Welfare and Institutions Code Sections 10850 and
14100.2; the CDSS Manual of Policies and Procedures, Division 19-0000; the California Department of
Health Care Services (DHCS) Medi-Cal Eligibility Procedures Manual, Section 2H; and the California
Public Records Act.
14.DRUG-FREE WORKPLACE REQUIREMENTS
For purposes of this paragraph, CONTRACTOR will be referred to as the “grantee”. By
drawing funds against this grant award, the grantee is providing the certification that is required by
regulations implementing the Drug-Free Workplace Act of 1988, 45 CFR Part 76, Subpart F. These
regulations require certification by grantees that they will maintain a drug-free workplace. False certification
or violation of the certification shall be grounds for suspension of payments, suspension or termination of
grants, or government wide suspension or debarment. CONTRACTOR shall also comply with the
requirements of the Drug-Free Workplace Act of 1990 (California Government Code section 8350 et seq.)
15.CERTIFICATION REGARDING DEBARMENT, SUSPENSION,
INTELIGIBILITY AND VOLUNTARY EXCLUSION-LOWER TIER COVERED
TRANSACTIONS
A.COUNTY and CONTRACTOR recognize that Federal assistance funds will be used
under the terms of this Agreement. For purposes of this paragraph, CONTRACTOR will be referred to as
the “prospective recipient”.
B.This certification is required by the regulation implementing Executive Order 12549,
Debarment and Suspension, 29 CFR Part 98m section 98.510, Participant’s responsibilities.
1)The prospective recipient of Federal assistance funds certified by entering
into this Agreement, that neither it nor its principals are presently debarred, suspended, proposed for
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debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal
department or agency.
2)The prospective recipient of funds agrees by entering into this Agreement,
that it shall not knowingly enter into any lower tier covered transaction with a person who is debarred,
suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this
transaction by any Federal department or agency with which this transaction originated.
3)Where the prospective recipient of Federal assistance funds is unable to
certify to any of the statements in this certification, such prospective participant shall attach an explanation
to this Agreement.
4)The prospective recipient shall provide immediate written notice to COUNTY
if at any time prospective recipient learns that its certification in Paragraph Fifteen (15) of this Agreement
was erroneous when submitted or has become erroneous by reason of changed circumstances.
5)The prospective recipient further agrees that by entering into this Agreement,
it will include a clause identical to Paragraph Fifteen (15) of this Agreement and titled “Certification
Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transactions”,
in all lower tier covered transactions and in all solicitations for lower tier covered transaction.
6)The certification in Paragraph Fifteen (15) of this Agreement is a material
representation of fact upon which COUNTY relied in entering into this Agreement.
16.STATE ENERGY CONSERVATION
CONTRACTOR must comply with the mandatory standard and policies relating to energy
efficiency which are contained in the State Energy Conservation Plan issued in compliance with 42 United
States (US) Code sections 6321, et. seq.
17.FRATERNIZATION
CONTRACTOR shall establish procedures addressing fraternization between
CONTRACTOR’S staff and clients. Such procedures will include provisions for informing
CONTRACTOR’S staff and clients regarding fraternization guidelines.
18.INTERPRETATION OF LAWS AND REGULATIONS
COUNTY reserves the right to make final interpretations or clarifications on issues relating to
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Federal and State laws and regulations, to ensure compliance.
19.COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS
CONTRACTOR, its officers, consultants, subcontractors, agents and employees shall comply
with all applicable State, Federal and local laws and regulations governing projects that utilize Federal
Funds.
20.RECORDS
A.Record Establishment and Maintenance
CONTRACTOR shall establish and maintain records in accordance with those
requirements prescribed by COUNTY, with respect to all matters covered by this Agreement.
CONTRACTOR shall retain all fiscal books, account records and client files for services performed under
this Agreement for at least three (3) years from date of final payment under this Agreement or until all State
and Federal audits are completed for that fiscal year, whichever is later.
B.Cost Documentation
1)CONTRACTOR shall submit to COUNTY within ten (10) calendar days following
the end of each month, all documents as stated in Exhibit A. CONTRACTOR shall also furnish to COUNTY
such statements, records, data and information as COUNTY may request pertaining to matters covered by
this Agreement. In the event that CONTRACTOR fails to provide reports as provided herein, it shall be
deemed sufficient cause for COUNTY to withhold payments until compliance is established.
C.Service Documentation
CONTRACTOR agree to maintain records to verify services under this Agreement
including the dates of service and a description of services provided on each occasion. These records and
any other documents pertaining in whole or in part to this Agreement, shall be clearly identified and readily
accessible.
D.Use of Data
COUNTY acknowledges and agrees that: (i) CONTRACTOR has the right to reuse
any of its knowhow, ideas, concepts, methods, processes, or similar information, however characterized,
whether in tangible or intangible form, and whether used by CONTRACTOR in the performance of services
or not, at any time and without limitation, and (ii) CONTRACTOR retains ownership of any and all of its
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intellectual property rights that existed prior to the Effective Date including but not limited to, all methods,
concepts, designs, reports, programs, and templates.
Pre-existing Works are defined as inventions (whether or not patentable), works of
authorship, trade secrets, techniques, knowhow, ideas, concepts, algorithms, and other intellectual property
which existed prior to commencement of this agreement. No property rights to any Pre-existing Works shall
enure to the COUNTY. To the extent that CONTRACTOR incorporates Pre-existing Work into a derivative
work for the COUNTY, CONTRACTOR will retain ownership of such derivative work, provided that it hereby
grants COUNTY a royalty free, non-exclusive, perpetual, non-transferable, non-assignable, limited license
to use the work solely for internal purposes. The work product cannot be used for any outside jurisdiction
without written permission from CONTRACTOR.
CONTRACTOR shall grant to COUNTY and the United States Department of Health
and Human Services the royalty-free, nonexclusive and irrevocable license throughout the world to publish,
translate, reproduce, deliver, perform, dispose of, duplicate, use, disclose in any manner and for any
purpose whatsoever and to authorize others to do so, all subject data now or hereafter covered by
copyright which were created exclusively for the COUNTY and funded from this Agreement. However, with
respect to subject data not originated in the performance of this Agreement, such license shall be only to
the extent that CONTRACTOR have the right to grant such licenses without becoming liable to pay any
compensation to others because of such grants. CONTRACTOR shall exert all reasonable effort to advise
COUNTY at time of delivery of subject data furnished under this Agreement, of all possible invasions of the
right of privacy therein contained, and of all portions of such subject data copied from work not composed
or produced in the performance of this Agreement and not licensed under this provision.
As used in this clause, the term “Subject Data” means writing, sound recordings,
pictorial reproductions, drawings, designs or graphic representations, procedural manuals, forms, diagrams,
work flow charts, equipment descriptions, data files and data processing of computer programs, and works
of any similar nature (whether or not copyrighted or copyrightable) which are first produced or developed
under this Agreement. The term does not include financial reports, cost analyses and similar information
incidental to contract administration.
CONTRACTOR shall report to COUNTY promptly and in written detail, each notice of
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claim of copyright infringement received by CONTRACTOR with respect to all subject data delivered under
this Agreement.
COUNTY shall have access to any report, preliminary findings or data assembled by
CONTRACTOR under this Agreement.
21.SINGLE AUDIT CLAUSE
As a subrecipient of Federal financial assistance, CONTRACTOR agree to provide copies of
their audit reports, performed in accordance with the requirements of the Single Audit Act of 1984 (31 USC
section 7502) and subject to the terms of Office of Management and Budget (OMB) Circulars (A-110, A-122
and A-133), to the County of Fresno. Such audits shall be delivered to COUNTY’S DSS, for review not
later than nine (9) months after the close of the subrecipients’ fiscal year in which the funds supplied
through this Agreement are expended and/or received for this program. The audits must include a
statement of findings or a statement that there were no findings. If there were negative findings,
CONTRACTOR must include a corrective action plan signed by an authorized individual. Failure to comply
with this Act may result in COUNTY performing the necessary audit tasks, or, at COUNTY’S option,
contracting with a qualified accountant to perform this audit. All audit costs related to this Agreement are
the sole responsibility of CONTRACTOR who agrees to take corrective actions to eliminate any material
noncompliance or weakness found as a result of such audits. Audit work performed by COUNTY under
this paragraph shall be billed at COUNTY cost as determined by COUNTY’S Auditor-Controller/Treasurer-
Tax Collector.
22.TAX EQUITY AND FISCAL RESPONSIBILITY ACT
To the extent necessary to prevent disallowance of reimbursement under section 1861 (v) (1)
(1)(I) of the Social Security Act, (42 U.S.C § 1395x, subd. (v)(1)[I]), until the expiration of four (4) years
after the furnishing of services under this Agreement, CONTRACTOR shall make available, upon written
request to the Secretary of the United States Department of Health and Human Services, or upon request
to the Comptroller General of the United States General Accounting Office, or any of their duly authorized
representatives, a copy of this Agreement and such books, documents, and records as are necessary to
certify the nature and extent of the costs of these services provided by CONTRACTOR under this
Agreement. CONTRACTOR further agrees that in the event CONTRACTOR carries out any of its duties
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under this Agreement through a subcontract, with a value or cost of Ten Thousand and No/100 Dollars
($10,000) or more over a twelve (12) month period, with a related organization, such Agreement shall
contain a clause to the effect that until the expiration of four (4) years after the furnishing of such services
pursuant to such subcontract, the related organizations shall make available, upon written request to the
Secretary of the United Sates General Accounting Office, or any of their duly authorized representatives, a
copy of such subcontract and such books, documents, and records of such organization as are necessary
to verify the nature and extent of such costs.
and regulations; and
D.This assurance shall be included in every nonexempt subgrant, contract, or
subcontract.
23.PERSONNEL DISCLOSURE
CONTRACTOR shall make available to COUNTY a current list of all personnel providing
services hereunder. Changes to this list will be immediately provided to COUNTY in writing. The list shall
provide the following information:
A.All full or part-time staff positions by title whose direct services are required to provide
the programs described herein;
B.A brief description of the functions of each such position and hours each person in
such position works each week or, for part-time positions, each day or month, as appropriate;
C.The education and experience levels required for each position; and
D.The names of persons filling the identified positions.
24.PROHIBITION ON PUBLICITY
None of the funds, materials, property or services provided directly or indirectly under this
Agreement shall be used for CONTRACTOR’s advertising, fundraising, or publicity (i.e., purchasing of
tickets/tables, silent auction donations, etc.) for the purpose of self-promotion.
25.AUDITS AND INSPECTIONS
CONTRACTOR shall at any time during business hours, and as often as COUNTY may
deem necessary, make available to COUNTY for examination all of its records and data with respect to
the matters covered by this Agreement. CONTRACTOR shall, upon request by COUNTY, permit
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COUNTY OF FRESNO
Fresno CA
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COUNTY to audit and inspect all such records and data necessary to ensure CONTRACTOR's
compliance with the terms of this Agreement.
If this Agreement exceeds Ten Thousand and No/100 Dollars ($10,000.00), CONTRACTOR
shall be subject to the examination and audit of the State of California Auditor General for a period of
three (3) years after final payment under contract (California Government Code section 8546.7).
In addition, CONTRACTOR shall cooperate and participate with COUNTY’s fiscal review
process and comply with all final determinations rendered by the COUNTY’s fiscal review process. If
COUNTY reaches an adverse decision regarding CONTRACTOR’s services to consumers, it may result
in the disallowance of payment for services rendered; or in additional controls to the delivery of services,
or in the termination of this Agreement, at the discretion of COUNTY’s DSS Director or designee. If as a
result of COUNTY’s fiscal review process a disallowance is discovered due to CONTRACTOR’s
deficiency, CONTRACTOR shall be financially liable for the amount previously paid by COUNTY to
CONTRACTOR and this disallowance will be adjusted from CONTRACTOR’s future payments, at the
discretion of COUNTY’s DSS Director or designee. In addition, COUNTY shall have the sole discretion
in the determination of fiscal review outcomes, decisions and actions.
26.NOTICES
The persons and their addresses having authority to give and receive notices under this
Agreement include the following:
COUNTY CONTRACTOR
Director, County of Fresno Senior Practice Leader Department of Social Services P.O. Box 1912 CPS HR Consulting 2450 Del Paso Road, Suite 220 Fresno, CA 93718-1912 Sacramento, CA 95834
All notices between the COUNTY and CONTRACTOR provided for or permitted under this
Agreement must be in writing and delivered either by personal service, by first-class United States mail, by
an overnight commercial courier service, or by telephonic facsimile transmission. A notice delivered by
personal service is effective upon service to the recipient. A notice delivered by first-class United States
mail is effective three COUNTY business days after deposit in the United States mail, postage prepaid,
addressed to the recipient. A notice delivered by an overnight commercial courier service is effective one
COUNTY business day after deposit with the overnight commercial courier service, delivery fees prepaid,
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with delivery instructions given for next day delivery, addressed to the recipient. A notice delivered by
telephonic facsimile is effective when transmission to the recipient is completed (but, if such transmission is
completed outside of COUNTY business hours, then such delivery shall be deemed to be effective at the
next beginning of a COUNTY business day), provided that the sender maintains a machine record of the
completed transmission. For all claims arising out of or related to this Agreement, nothing in this section
establishes, waives, or modifies any claims presentation requirements or procedures provided by law,
including but not limited to the Government Claims Act (Division 3.6 of Title 1 of the Government Code,
beginning with section 810).
27.CHANGE OF LEADERSHIP/MANAGEMENT
In the event of any change in the status of CONTRACTOR’s leadership or management,
CONTRACTOR shall provide written notice to COUNTY within thirty (30) days from the date of change.
Such notification shall include any new leader or manager’s name, address and qualifications. “Leadership
or management” shall include any employee, member, or owner of CONTRACTOR who either a) directs
individuals providing services pursuant to this Agreement, b) exercises control over the manner in which
services are provided, or c) has authority over CONTRACTOR’S finances.
28.GOVERNING LAW
The parties agree, that for the purposes of venue, performance under this Agreement shall
only be in Fresno County, California.
The rights and obligations of the parties and all interpretation and performance of this
Agreement shall be governed in all respects by the laws of the State of California.
29.ENTIRE AGREEMENT
This Agreement, including all Exhibits, constitutes the entire agreement between the
CONTRACTOR and the COUNTY with respect to the subject matter hereof and supersedes all previous
agreement negotiations, proposals, commitments, writings, advertisements, publications, and
understandings of any nature whatsoever unless expressly included in this Agreement.
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1 IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the day and year first
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2 hereinabove written.
CONTRACTOR:
CPS HR Consulting
COUNTY OF FRESNO
ATTEST:
Bernice E.Seidel
Clerk of the Board of Supervisors
County of Fres~o,State of California
By:~,/\4.)l...~Deputy
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COUNTY OF FRESNO
Fresno CA
Print Name:Sandy MacDonald-Hopp
Title:Chief Financial Officer
Mailing Address:
2450 Del Paso Road,Suite 220
Sacramento,CA 95834
Attn:Senior Practice Leader
Fund/Subclass:0001/10000
Organization:56107001
Account:7295
Exhibit A
SUMMARY OF SERVICES
ORGANIZATION: CPS HR Consulting
ADDRESS: 2450 Del Paso Road, Suite 220
Sacramento, CA 95834
SERVICES: Specialized Supervisor Training Services
TELEPHONE: (916)471-3358
CONTACTS: Melissa Asher, Senior Practice Leader
masher@cpshr.us
Karen Evans, Training Manager
kevans@cpshr.us
CONTRACT PERIOD: January 1, 2019 – December 31, 2020
AMOUNT: $ 412,500
SUMMARY OF SERVICES
CPS HR Consulting (CONTRACTOR) will provide the Fresno County Department of Social
Services (COUNTY) specialized training for a minimum of 275 supervisors over the course of
two years. Training will focus on leadership development, coaching and performance
management, and development of interpersonal skills, critical thinking and decision-making
skills, and will be based on CONTRACTOR’S original curriculum. COUNTY and CONTRACTOR
will mutually determine the best method to deliver and distribute course materials to COUNTY
staff.
Contractor’s Responsibilities
1.Provide a total of sixty (60) days of training in 2019, and a total of fifty (50) days of
training in 2020. Each supervisor will receive seventy-five (75) hours of in-person
training.
2.Meet with COUNTY staff for monthly contract meetings and as needed, either in person
or via conference call.
3.Customize curriculum as needed with COUNTY approval.
4.Provide input on selection, grouping and registration of cohorts.
5.Submit monthly invoices as described in boilerplate, along with attendance rosters,
completed instructor evaluations, and pre and post-assessments.
6. Submit monthly activity reports which detail services, outcomes and evaluation results.
DSS Responsibilities
1.Provide training facilities and audio-visual equipment.
2.Provide vendor with policies and procedures regarding use of County facilities.
3.Provide coordination of scheduling meetings and/or conference calls.
4.Review and approve curriculum as needed.
5.Provide input on and coordination of selection, grouping and registration of cohorts.
Exhibit A
Outcomes
Identified outcomes are considered preliminary and may be modified, by mutual written consent,
of the Department of Social Services (DSS) Director, or designee, and by Contractor during the
contract term. Contractor will report outcomes in a method to be mutually developed by both
parties.
Outcome to be Reported Outcome Indicator
Trainees will be satisfied with instructor
performance.
Instructors will receive at least 90% rating on
in-class evaluations, on average.
Trainees will find course content to be
relevant and applicable to their job.
Material and content will receive at least 90%
rating on in-class evaluations, on average.
Trainees will demonstrate a transfer of
learning.
90% of scores on pre and post-assessments
will indicate an increase in understanding
their role as a leader.
Exhibit B
BUDGET
This budget includes rates for all services, materials, equipment, fees and taxes to be provided
under this agreement for each proposed year. Any cost that was not provided in the cost
proposal will be assumed no charge to COUNTY.
Training
January 1, 2019 –
December 31,
2019
January 1, 2020 –
December 31,
2020
Number of Distinct Courses to be Provided
10
10
Total Number of Courses Provided
60*
50*
Cost per 2 Course Block
$7,500
$7,500
Subtotal
$225,000
$187,500
Total Cost
$412,500
*Note: 2019 = 30 2-course blocks; 2020 = 25 2-course blocks