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HomeMy WebLinkAbout30491STATE OF CALIFORNIA ~TANDARDAGREEMENT STD 213 (Rev 06/03) Agreement No . 17-424 AGREEMENT NUMBER 16-5015 REGISTRATION NUMBER 1. This Agreement is entered into between the State Agency and the Contractor named below: STATE AGENCY'S NAME California Department of Social Services CONTR ACTOR'S NAME County of Fresno 2. The term of this Agreement is: 3. The maximum amount of this Agreement is : January 1, 2017 through $0.00 Zero Dollars and 00/100 June 30 , 2019 4 . The parties agree to comply with the terms and conditions of the following exhibits which are by this reference made a part of the Agreement. Exhibit A -Scope of Work Exhibit A, Attachment 1 -General Terms and Conditions Exhibit A, Attachment 2 -Information Security Requirements Exhibit A , Attachment 3 -State of California Public Liability and Workers' Compensation Insurance Exhibit A, Attachment 4 -State of California Automobile Liability/Physical Damage 8 pages 6 pages 2 pages 1 page 1 page ATTEST: BERl..JICE E. SEIDEL , Clerk Board of Supervisors By fu .D~ , C 1 . ·t. D puty Items shown with an Asterisk (*), are hereby incorporated by reference and made part of this agreement as if attached hereto. These documents can be viewed at www.dqs.ca.gov/ols/Resources/StandardContractLanquaqe.asp x IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto. CONTRACTOR California Deparlment of General Services Use Only CONTRACTOR'S NAME (if other than an individual , state whether a corporation , partnership, etc.) County of Fresno :(Aut£~J:e) DATE SIGNED(D o not typ e) !u.~1.<t..\ ~100 PRINTED NAME AND TITLE OF PERSON SIGNING Brian Pacheco, Chairman u I ADDRESS 1404 L Street, Fresno, California 93721 STATE OF CALIFORNIA AGENCY NAME California Department of Social Services BY (Authoriz;J8J.ature) ~ /,, rv< U AA D~E /~Gl~Do not type) PRINTED NA11'C1 BAND TITLE OF'PERSON SIGNING ~ Exempt per: SCM Vol. 1 4.04(A)(2) Deborah Pearce, Chief, Contracts and Purchasing Bureau ADDRESS 744 P Street, M.S . 8-14-747, Sacramento , California 95814 Agreement 16-5015 COSS/County of Fresno SCOPE OF WORK EXHIBIT A (Standard Agreement) Page 1 of 8 This agreement is entered into by and between the California Department of Social Services, hereinafter referred to as the COSS , and the County of Fresno , hereinafter referred to as the County, for the purpose of establishing the responsibilities of the COSS and the County in the provision and receipt of legal consultation and legal representation in administrative action appeals as described within Section Ill of this agreement, associated with the Resource Family Approval (RFA) program of the County child welfare services agency and the State of California, pursuant to California Welfare and Institutions Code section 16519.5 et seq. Hereinafter, the County and COSS may be referred to collectively as the "Parties", or individually as a "Party ". I. Background The RFA program was created to provide a unified, family friendly, and child-centered resource family approval process to replace multiple processes for licensing foster homes , approving relatives and nonrelative extended family members as foster care providers , and approving adoptive families; establish a single set of standards for resource family approvals which allow for the safety, permanence , and well-being needs of the children who have been victims of child abuse and neglect; reduce the use of congregate care placement settings ; and decrease the length of time for each child to obtain permanency. Pursuant to Government Code section 30029.7, subdivision (a), the County and COSS may enter into an agreement for COSS to provide services or activities related to RFA. The County and COSS have identified certain services or activities to be provided by COSS in order to expedite the delivery of services to children and nonminor dependents who reside or may reside in an approved resource family home. II. Definitions A. "Resource Family Approval" means an applicant successfully meets the home environment assessment and permanency assessment standards of the State of California as set forth by COSS with an approval provided by the County or applicable Foster Family Agency. This approval is in lieu of the existing foster care license, relative or nonrelative extended family member approval , and the adoption home study . B. "Respondent" means an applicant, Resource Family parent, or individual who has been served with a Notice of Action and is the subject of an administrative action . For matters that shall be heard by the COSS State Hearing Division , a "Respondent" also means a "claimant ," as defined in COSS Manual of Policy and Procedures section 22-001. C. "Written Directives" (WDs)1 means the written processes, standards, and requirements issued by the Department to implement the RFA Program. (See WDs § 3-01(a)(81).) The WDs have the same force and effect as regulations; ensure that a county uses the same standards for RFA; and ensure that a county does not implement policies or procedures that conflict with or attempt to supersede the WDs. (WDs § 2-01.) Ill. Legal Consultation and Legal Representation on Appeals/SHD and OAH Hearings A. Role of the COSS Legal Division in the Provision of Legal Consultation and Legal Representation on Appeals : 1 Version 4 of the Written Directives was used as a reference in creating this agreement. The Written Directives may be revised by COSS during the term of this agreement. Agreement 16-5015 COSS/County of Fresno EXHIBIT A (Standard Agreement) Page 2 of 8 1. The COSS Legal Division shall act as the sole legal representative on behalf of the County in the provision of legal consultations and legal representation on appeals to an RFA Notice of Action. The County is the client and is the final decision maker on decisions affecting the legal rights of the County. a. The Parties shall maintain confidentiality in all communications in accordance w ith any applicable confident iality laws, privacy laws, and laws governing attorney-client relationships . b. For purposes of this subdivision, "Parties " shall include agents of the County who conduct RFA activities as described in Welfare and Institutions Code section 16519 .5 et seq. on behalf of the county. The County shall ensure that agents of the county who conduct such RFA activities on behalf of the county are familiar with any applicable confidentiality laws , privacy laws, and laws governing attorney-client relationships , including , but not limited to, Evidence Code section 952. 2. The COSS Legal Division shall represent the County on all appeals to an RFA Notice of Action for denial or rescission of resource family approval, denial or rescission of a criminal record exemption, or exclusion of an individual and shall appear on behalf of the county at all proceedings related to such act ions that are heard by the State Hearings Division (SHD) or the Office of Administrat ive Hearings (OAH). 3. Nothing in this section shall preclude a County representative from being present at an RFA hearing. In addition, a County heari ng representative instead of the COSS Legal Division attorney may represent the County at hearings before the SHD with the prior written agreement of the COSS Legal Division for each individual action , provided the hearing representative follows the direction of the COSS Legal Div ision. 4. The Parties agree that COSS Legal Division 's scope of work shall not include legal consultation or representation regarding the following : a. Writs or lawsuits or similar actions against the County or its agents, except that the COSS Legal Division shall be available to consult with the county on any such actions arising out of an RFA action as described herein; b. Requests for information or documents from the county such as Public Records Act requests or subpoenas ; c. Placement of a dependent child or nonminor dependent; d. Relative or non-relative extended family member approvals pursuant to the "Harris " case; e. Child Abuse Central Index grievance hearings; f. Dependency or delinquency matters ; and g. Any other matter within the authority and direction of the County Counsel. B. Duties of the County and the COSS Legal Division Regarding Consultation : 1. In compliance with the WDs or regulations, the County is required to consult with the COSS Legal Div ision prior to service of a Notice of Act ion for denial or resc ission of resou rce Agreement 16-5015 COSS/County of Fresno EXHIBIT A (Standard Agreement) Page 3 of 8 family approval, denial or resciss ion of a criminal record exemption, or exclusion of an individual. (See, Welf. & Inst. Code§ 16519.5, subd. (f).) The County may also request a legal consultation regarding legal or evidentiary issues related to an investigation, psychosocial assessment or other matter affecting the approval. a . If the County seeks a temporary suspension order (TSO) against a resource family 's approval , in addition to consulting with the COSS Legal Division on the matter, the County shall consult w ith county counsel prior to service of a TSO. 2 . The County shall work with the COSS County Liaison to schedule a regular monthly legal consult meeting . If a matter is urgent, such as a s ituation warranting the immediate exclusion of an individual or a TSO, the County may contact their COSS County Liaison and request an urgent consult with their assigned COSS Legal Division consulting attorney (consulting attorney) by phone or email. 3 . The County shall prepare a confidential legal consultation memo and include each matter upon which legal advice is sought through a consult with the COSS Legal Division . A copy of the RFA legal consult memo form can be obtained through the COSS County Liaison. Upon request , the COSS County Liaison will provide technical assistance to the County regarding the consult procedures , the evidence , or how to draft the Notice of Action or legal consult memo. Both Parties shall maintain the confidentiality of the legal consult memo or emails du r ing any transmission of the form or ema ils in any files maintained by the Parties. 4. Using a secure or encrypted format , or a secure file transfer protocol , the County shall email a properly completed consult memo, the draft Notice of Action , as well as relevant attachments related to the request for consult including , but not limited to, investigations , court reco rds or arrest reports . These documents shall be sent to the COSS County Liaison and the consulting attorney at least three (3) business days prior to the date of the regularly scheduled consult. 5. The consult meeting is an opportunity for the consulting attorney to discuss the information in the consult memo provided by the County with the appropriate County staff. Accordingly , the County should make its best efforts to have the assigned County resource family approval worker or probation officer with knowledge of the facts described in the consult memo present at the consult. If the approval worker or probation officer cannot attend in person , the worker or probation officer should attend by teleconference. If that is not possible , the supervisor who is familiar w ith the facts of the matter shall attend . 6 . If a matter to be discussed at the consult involves a recommendation for an exclusion action , a psychosocial assessment conducted by COSS, an investigation conducted by COSS , or the matter involves dual or multiple programs (e .g., resource family approval and a child care license), the County shall identify and request the appropriate COSS RFA staff, COSS adoptions staff or COSS Community Care Licensing Division (CCLD) staff to attend or teleconference into the consult. a. The County may request the COSS County Liaison to ass ist in arranging for the necessary COSS staff to attend. b. The County and COSS shall share evidence and information regarding related investigations, assessments or actions , as requ ired by the WDs. c. Agents of the county who conduct activ it ies as described in Welfare and Institutions Code section 16519.5 on behalf of the County may be present during that portion of a consultation that is applicable to a matter for which the agent acted on behalf of the Agreement 16-5015 COSS/County of Fresno EXHIBIT A (Standard Agreement) Page 4 of 8 County, and for which the agent's presence is needed to discuss the information in the consult memo provided by the County . 7 . The consulting attorney shall review the legal consult memo, the draft Notice of Action and attachments and shall advise the County regarding the Notice of Action , the proper hearing forum, and any other matter related to an investigation or proposed action . 8. The consulting attorney shall document the legal advice in writing within 3 to 5 business days , or as agreed upon at the consult , and submit the documentation to the County and the COSS County Liaison. If the matter involves dual or multiple programs or an exclusion act ion, the consulting attorney shall provide the relevant CCLD or COSS Program staff with a copy of the consult memo and legal advice . 9. If the adv ice of the consulting attorney is to proceed with an action that affects the approval, the County should notify the child(ren)'s placement worker , as applicable . C. County Duties Regarding Processing the Notice of Action and Appeal : 1. The County shall serve the Notice of Action in accordance with Welfare and Institutions Code section 16519.6 and the WDs or regulations. The County shall ensure the file contains adequate documentation regarding service of the Notice of Action to the correct address , such as certified mail rece ipts, and/or a proof of service in accordance with WDs, Article 12 : (Due Process). 2. If the matter includes an exclusion action or CCLD action, the County shall coordinate administrative act ions, including service of the Notices of Action, notice of a related licensing action by CCLD, an exclus ion order, or the filing of formal pleadings , with COSS . (WDs , Article 12.) 3. If an appeal is filed , the County is responsible to comply with the law and the WDs or regulations , including, but not limited to , the following : a. Date-stamp the appeal and envelope; b. Update the appeal status in the Not ice of Action database ; c. For OAH cases , immediately send the acknowledgment of appeal to Respondent and begin preparing the case for the Legal Division; and d. For SHD cases, begin preparing the case to be sent to the Legal Division at the same time the appeal is forwarded to the SHD. D. Preparing the Case to Send to the COSS Legal Divis ion After Receipt of an Appeal : 1. The County shall prepare a Statement of Facts for the COSS Legal Division using the follow i ng confidential attorney-client forms : a. Form RFA-9029: Statement of Facts Summary Sheet -Resource Family b. Form RFA-9029C : Complaint and Immediate Deficiencies Log Continuation c. Form RFA-90290: RFA Statement of Facts Dividers d. Form RFA-9029W: Witnesses Continuation 2. For SHD cases the County shall prepare the Statement of Facts , a draft position statement , and copies of all approval file documents within ten (10) business days of receipt of an appeal. The documents shall be sent electronically to the COSS Legal Division by encrypted email or Secure File Transfer at the same time the appeal is forwarded to SHD Agreement 16-5015 COSS/County of Fresno EXHIBIT A (Standard Agreement) Page 5 of 8 (WDs, Article 12). The County shall maintain the confidentiality of the attorney-client privileged Statement of Facts forms during any transmission of the forms or in any files maintained by the County. The County shall use the draft position statement template provided by COSS when drafting the position statement. 3. For OAH cases that involve a TSO or immediate exclusion action, the County shall prepare the Statement of Facts forms and copies of the RFA documents and evidence identified in the RFA 90290: RFA Statement of Facts Dividers and send to the COSS Legal Division by encrypted email or Secure File Transfer within ten (10) business days of receipt of the appeal. Hard copies of the original documents shall also be sent by mail. 4. For all other OAH cases, the County shall prepare and mail to the COSS County Liaison the Statement of Facts forms and originals of all relevant documents within thirty (30) days of rece ipt of the appeal. The COSS County Liaison will be responsible to review the documents , provide any technical assistance necessary, and then forward to the COSS Legal Division . 5. The County shall make its best efforts to obtain certified court and law enforcement or other relevant records prior to send ing the case to the COSS Legal Division . If certified records are received after the case has been forwarded , then the County shall forward them to the COSS Legal Division. 6. Prior to finalizing the Statement of Facts the County shall verify that the witness list contact information in Form RFA-9029W: Witness Continuation is current and updated, including the current placement and placement worker information for any child or nonminor dependent victim or witness . 7. The County shall assist the COSS Legal Division, if necessary, in locating witnesses, with the service of subpoenas, and with the transportation of witnesses to the hearing . The County shall notify the assigned COSS Legal Division hearing attorney (hearing attorney) if there are concerns about the testimony of a child or sim ilarly vulnerable witness at hearing as specified in WD , Art icle 12. The County shall ass ist the hearing attorney in providing information or facilitating contact with the witness 's placement worker or treatment provider if a motion to protect the witness is determined to be necessary. The County shall provide for the use of one-way closed-c ircuit television or video in accordance with WDs , section 12-16 (Conduct of Hearing; Confidentiality and Procedures), as applicable . E. Duties of the County and COSS Legal Division after the COSS Legal Division Receives the Case: 1. Upon receipt of the case file, the COSS Legal Division shall be responsible for the following : a. Logging the case into the Legal Case Tracking System (LCTS) and immediately assigning the case to a hearing attorney . b. Preparing a new case memo identifying the hearing attorney and the hearing attorney 's contact information and emailing it to the County staff identified on the Statement of Facts and the COSS County Liaison . 2. The hearing attorney will review the complete file to determine if the evidence is sufficient to go forward with the requested administrative action . If not, the County will be consulted and the file may be closed without fi ling and sent back to the County for an informal resolution or to obtain more evidence. Agreement 16-5015 COSS/County of Fresno EXHIBIT A (Standard Agreement) Page 6 of 8 3. For cases to be heard at SHD, the hearing attorney will review the draft Position Statement prepared by the County and work with the County to finalize it. Provided that the County provides the necessary and relevant information in a timely fashion, the COSS Legal Division is responsible for filing the Position Statement and exhibits with SHD, and for ensuring the documents are made available to the Respondent. 4. For cases to be heard at OAH, the COSS Legal Division will prepare, sign and file the Accusation or Statement of Issues in accordance with the County's request in the Statement of Facts case summary and serve on the Respondent(s). a. A final Accusation or Statement of Issues shall be provided to the County welfare director, chief probation officer or designee. A copy of the filed Accusation or Statement of Issues will be emailed to the County and the COSS County Liaison. b. If there are any substantive changes to the allegations at issue that were identified in the Statement of Facts case summary provided by the County, the COSS Legal Division shall consult the County welfare director, chief probation officer, or designee for approval prior to filing the Accusation or Statement of Issues. c. A COSS Legal Division attorney may sign an amended Accusation or Statements of Issues on behalf of the County, if the amendment is approved by the welfare director, probation officer or designee. The COSS Legal Division shall file a copy of the amended pleading with OAH, as applicable. 5. If a resolution is sought prior to hearing, the COSS Legal Division will discuss settlement options with the County, Respondent, CCLD or COSS Program if applicable, draft the settlement agreement, and supervise its finalization. The County shall have the final decision on whether to approve a settlement. If a Respondent seeks to withdraw the appeal or notice of defense, the COSS Legal Division shall prepare a written withdrawal for Respondent to sign, and if the matter has been set for hearing, submit a copy to the Administrative Law Judge. 6. For OAH cases, the COSS Legal Division will prepare and serve discovery. 7. While the RFA administrative action is pending, the County shall keep the assigned hearing attorney informed of new developments that occur prior to the hearing (e.g., new arrests or new evidence), and of any changes in the Respondent's address or other contact information. The County shall timely forward any phone calls or correspondence from Respondent or their authorized representative to the hearing attorney. 8. The COSS Legal Division will represent the County at the prehearing conference, settlement conference, and hearing before SHD or OAH, and prepare any necessary motions, briefs, subpoenas or other hearing documents. 9. Following the SHD or OAH hearing, the COSS Legal Division will ensure that the proposed decision is forwarded to the COSS Director or designee for adoption or rejection. The final decision to adopt or reject the proposed decision rests with the COSS Director or designee . If the decision is rejected, the COSS Legal Division or SHD shall review the record and prepare the final decision and order, in accordance with the established standard. 10. For matters that were heard by OAH, the COSS Legal Division will serve the final decision and order on all parties, including the County. Agreement 16-5015 COSS/County of Fresno EXHIBIT A (Standard Agreement) Page 7 of 8 11. The COSS Legal Division shall represent the County in a request for reconsideration of the decision and order, a request for rehearing, or a request to set aside a default decision and order. 12 . The COSS Legal Division shall update the statewide data system (i.e ., LAARS) with the final order or resolution. F. Conflict Resolution : 1. If the County and the consulting or hearing attorney disagree with how to proceed on a matter, the matter shall be elevated to the supervisor level for discussion. If no agreement is reached, the matter shall be elevated to the next supervisor or manager level. If still no agreement is reached, the matter shall be elevated to the COSS program manager and the equivalent county RFA program manager level. The County has the final decision on how to proceed on a matter, which shall be consistent with eth ical duties regarding the minimum standards of evidence necessary to proceed with an action and the considerations identified below in item F.2. 2. The discussion shall include consideration of the minimum legal requirements for an action in the applicable statutes and WDs or regulations, any risks attendant to administrative litigation including a negative outcome at hearing, any risks to the health and safety of a child or nonminor dependent that may be caused by a failure to take action, and COSS oversight responsibilities as mandated by law. 3. Nothing in this section shall interfere with the Parties' termination rights under this agreement. IV. Project Representatives for COSS and the County COSS Program Representative: Name: Title : Address : Phone: Fax: Email: Kathi Gilmour-Benner Assistant Chief Counsel 744 P Street, MS 8-5-161 Sacramento, CA 95814 (916) 657-2123 (916) 657-2470 Kath i.Gilmour@dss .ca .gov County of Fresno Representative: Name: Title : Address : Phone: Fax: Email : Tricia Gonzalez DSS Deputy Director Fresno County DSS 1404 L Street Fresno, CA 93721 (559) 600-2306 Not Applicable gonzapd@co.fres no.ca .us Changes to the project representative information may be made by written notice to the other Party and shall not require an amendment to this agreement. Agreement 16-5015 COSS/County of Fresno EXHIBIT A (Standard Agreement) V . Authority to Enter into This Agreement Page 8 of 8 Each Party entering into th is agreement warrants the existence of the authority to enter into this agreement on behalf of the named Party . Agreement 16-5015 COSS/County of Fresno A. Term EXHIBIT A, ATTACHMENT 1 GENERAL TERMS AND CONDITIONS Page 1 of 6 The initial term of this agreement shall commence on January 1, 2017, and shall terminate on June 30, 2019 (the "Initial Term"). This agreement may be renewed by written amendment on a year-to-year basis for each one-year renewal period, upon its commencement, to constitute part of the "Term" for all purposes hereunder. B. Termination 1. Termination without Cause: Each Party reseNes the right to terminate this agreement at any time and for any reason upon provision of ninety (90) days' advance written notice to the other Party in accordance with Paragraph 0 (Notices). 2. Termination for Cause: Each Party reseNes the right to terminate the agreement for cause. In addition , if either Party defaults under this agreement , the agreement may be terminated by the non-defaulting Party effective upon provision of forty-five (45) days advance written notice of termination provided to the defaulting Party in accordance with Paragraph 0 (Notices). 3. Default Costs : In the event of termination of this agreement due to a default by either Party, the non-defaulting Party shall not be liable for any costs incurred by the defaulting Party in connection with such termination. 4. Return of Materials: Upon the expiration or earlier termination of this agreement, each Party shall return to the other Party any and all materials, equipment or documents provided by the other Party in connection with the activities governed by this agreement within ten (10) business days of written demand therefor. C. Ineligible for Federal Assistance This agreement is void or voidable if the either Party receives reliable information that the other Party has been debarred, suspended, proposed for debarment, excluded or disqualified under the non-procurement common rule , or otherwise declared ineligible from receiving Federal agreements, certain sub-agreements, and certain Federal assistance and benefits. D. Amendments This agreement may be modified, amended, or supplemented only by a written amendment , signed by a Representative from each Party, who has the authority to act on behalf of their respective Party. Each Party is responsible for obtaining the necessary approval(s) before entering into any amendment. E. Time 1. Time is of the essence for the performance of the seNices of this agreement. Each Party shall promptly comply with the terms of this agreement and in the performance of the activities described in Exhibit A, Section Ill. If a Party is unable to comply with a term or requirement of this agreement, it shall promptly notify the other Party 's Project Representative of the inability to comply with the particular requirement or term . 2. Each Party to this agreement shall devote such time to the performance of the activities described in Exhibit A as may be reasonably necessary for the satisfactory performance of the obligations of this agreement. Agreement 16-5015 COSS/County of Fresno EXHIBIT A, ATTACHMENT 1 GENERAL TERMS AND CONDITIONS Page 2 of 6 3. The Party failing to meet the timelines described in the serv ices in Exhibit A , Sect ion Ill of this agreement shall be responsible for any fees or costs imposed by the applicable law which result due to the other Party . F. Default Neither party shall be considered to be in default of this agreement to the extent the performance is prevented or delayed by any cause , present or future , which is beyond the reasonable control of the Party . G. Conflict of Interest The Parties agree to enforce the requirements of the California Govt. Code , § 1090 et seq. and §§ 87100 through 87105 to prevent a public officer or employee , including a subcontractor, from participating in an act ivity that would constitute a conflict of interest. H. Nondiscrimination The Parties shall not discriminate in the employment of persons necessary to perform this agreement on any legally impermissible basis , including on the basis of race , religious creed , color, national origin, ancestry , physical disability , mental disability, medical condition, genetic information , marital status, sex , gender, gender identity , gender expression , age , sexual orientation, or military and veteran status . 1. The Parties represent that each is aware and shall follow: a. Title VII of the Civil Rights Act of 1964 , i ncluding subsequent amendments (42 USC § 2000e et seq.); b. The Age Discrimination Act of 1967 (29 USC 621 et seq.); c. Title I of the Americans with Disabilit ies Act of 2008 (42 U.S.C §12101 et seq.) d. The Californ ia Fair Employment and Housing Act (Govt. Code ,§ 12900 et. seq.), including the related regulations commencing at 2 CCR § 11006 et seq. 2. In the provision of services each Party shall be responsible for the actions of its employees, directors or officers so that employees and applicants for employment and any member of the public are free from any unlawful discrimination. 3. The Parties agree to include the non-discrimination and compliance provision of th is paragraph in all sub-agreements, if any, to perform services under this agreement. I. Change in Statutes or Regulations If there is a change of statute or regulations , including the WDs , applicable to the performance of this agreement, both Parties agree to be governed by the new provisions , unless either party gives notice to terminate pursuant paragraph 0 (Notices) of this agreement or identifies through written correspondence that the changes in law require negotiation of the responsibilities or terms of the agreement. Agreement 16-5015 COSS/County of Fresno J. Assignment EXHIBIT A, ATTACHMENT 1 GENERAL TERMS AND CONDITIONS Page 3 of 6 Except as specifically authorized within the agreement, no rights may be assigned and no duties under this agreement may be delegated by a Party without the prior written consent of the other, and any attempted assignment or delegation without such consent shall be void . Each successor or assignee of the applicable Party to this agreement shall be held jointly and severally liable under this agreement. K. Responsibility of Project Representatives All matters concerning the administration of this agreement, which are within the responsibility of the Parties shall be under the direction of, or shall be submitted to , the respective Project Representative or the party's employee specified, in writing, by the Project Representative. A Party may , in its sole discretion, change its designation of its Project Representative upon providing written notice to the other Party at least ten days prior to such change in accordance with paragraph 0 (Notices). The Project Representatives for the Parties are specified in the Exhibit A , Page 7, in Section IV. L. Waiver 1. Any waiver shall be memorialized in writing , and signed by the Project Representative of each Party . However, neither Party may waive provision or right in the agreement that is a required act specified in the WDs . 2. The failure of either Party to enforce any right or provision of this agreement shall not be construed as a waiver by the other Party of its rights under the agreement and shall not prevent the other Party from subsequently enforcing such right or provision . M. Cumulative Rights The rights and remedies of the Parties herein are cumulative and are in addition to any other rights or remedies that the Parties may have at law or in equity . N. Severability Should any part, term, portion, or provision of this agreement be finally decided by a court of competent jurisdiction to be in confl ict with any law of the United States or the State of California , or otherwise be unenforceable or ineffectual , the validity of the rema ining parts , terms , portio ns , or provisions will be deemed severable and will not be affected thereby, provided such remaining portions or provisions can be construed in substance to constitute the agreement which the Parties intended to enter into in the first place . 0. Notices A notice to the other Party in the administration of this agreement shall be given to the Party's Project Representative by regular mail , by facsimile transm ission, or by email as more particularly spec ified in this paragraph . Any such notice w ill be deemed given on : 1. Personal Service: The day the notice is pe rsonally delivered to the Party's Project Representative . 2. United States Mail : Five days after the date the notice is deposited in the United States mai l, addressed to a Party's Project Representative with first-class postage fully prepaid ; Agreement 16-5015 COSS/County of Fresno EXHIBIT A , ATTACHMENT 1 GENERAL TERMS AND CONDITIONS Page4 of 6 3. Facsimile: On the day the notice is transmitted by facsimile to the facsimile number specified as specified in Exhibit A, Section IV, provided that an original of such notice is deposited in the United States mail, addressed to the Party 's Project Representative on the same day as the facsimile transmission is made ; or 4 . Email: On the day the notice is transmitted by email to the email address of the Party's Project Representative. P. Continuation of Services In the event this agreement expires or is term i nated with open Legal Consultations or Legal Representat ion on Appeals, COSS may complete such actions in accordance with the terms of this agreement. Q. Compliance with Applicable Laws The Parties shall comply with all applicable federal , state and local laws now, or hereafter, in force, and with any applicable regulations, in performing the work and providing the service specified in this agreement. This obligation includes, without limitation, the acquisition, and maintenance of any permits, licenses , or other entitlements necessary to perform the dut ies imposed expressly or impliedly under th is agreement. R. Negotiated Agreement This agreement was negotiated between the Parties . Neither Party is deemed to be the Party which prepared this agreement within the meaning of California Civil Code , section 1654. S. Independent Advice Each Party represents and warrants that in executing this agreement it does so w ith full knowledge of the rights and duties it may have with respect to the other Party. Each Party also warrants and represents that it has received independent legal advice from its attorney with respect to the matters set forth in this agreement and the rights and duties arising out of this agreement, or that such Party willingly foregoes any such consultation. T. Information Subject to a Business Associate Agreement The Parties agree to identify for the other Party protected health information in the records that was provided through a business associate agreement of a covered entity , as required by 42 U.S.C 1320d and its implementing regulations at 45 CFR Parts 142 , 160, 162 , and 164 , collectively referred to as the Health Insurance Portability and Accountabil ity Act Privacy Rule. U. Conflicting Disclosure Laws The Parties agree to follow the requirements of the law for the disclosure of confidential records. When in doubt as to whether a record in its possession should be disclosed or withheld, each Party agrees to contact its Legal Counsel for direction . Agreement 16-5015 COSS/County of Fresno EXHIBIT A, ATTACHMENT 1 GENERAL TERMS AND CONDITIONS V. Mailing of Confidential Information Page 5 of 6 The Parties may use the United States Postal Service to deliver records containing personal or confidential information to the other provided that the record(s) are double enveloped with the interior envelope identified as confidential with the name of the recipient of the ma il on the interior envelope. Additionally, each shall require that the records being delivered shall only be delivered to the addressee with an acknowledgement of receipt. The Party sending the records is responsible for obtaining a copy of the signed receipt and maintaining it. W. Transporting Records The Parties agree that all records containing personal or confidential information shall be transported in a secure manner. When using a third party who is not a Party to this agreement to transport records to the other Party, the Parties each agree to notify the other before sending records to the other containing personal or confidential information , as defined in law. Notice may be provided electronically, but receipt of the message must be confirmed before commencing the transport of the records to the other Party. Additionally, except for personal delivery by a representative of the Parties a bonded courier service shall be used . The records shall be securely double-enveloped or boxed with the interior envelope or box identified as confidential and properly addressed to the intended recipienUemployee . Upon delivery , the courier shall obtain a signed acknowledgement of receipt from the entity receiving the documents. The Party sending the records is responsible for obtaining a copy of the signed receipt and maintaining it. X. Indemnification 1. Claims Arising from Acts or Omissions of the County The County hereby agrees to defend and indemnify the COSS, its agents, officers, and employees (hereinafter collectively referred to as the COSS), from any claim, action or proceeding against the COSS, arising out of acts or omissions of the County in the performance of this agreement. At its discretion , the COSS may participate at its own expense in the defense of any claim, action or proceeding, but such participation shall not relieve the County of any obligation imposed by this Agreement. The COSS shall notify the County promptly of any claim, action or proceeding and cooperate fully. 2. Claims Arising from Acts or Omissions of the COSS The COSS hereby agrees to defend and indemnify the County, its agents, officers, and employees (hereinafter collectively referred as the COUNTY), from any claim, action, or proceeding against the COUNTY arising out of the acts or omissions of the COSS in the performance of this agreement. At its discretion, the COUNTY may participate at its own expense in the defense of any claim, action or proceeding, but such participation shall not relieve the COSS of any obligation imposed by this agreement. The County shall notify the COSS promptly of any claim, action or proceeding and cooperate fully. Y. Relationship of the Parties The COSS is acting as a contractor for the delivery of the services; this is not a joint venture agreement between the Parties. It is understood by both Parties that this agreement does not create an employer-employee relationship between the Parties. Each Party agrees that it shall not enter into agreements or make representations or promises on behalf of the other Party, except as identified in Exhibit A . Agreement 16-5015 COSS/County of Fresno Z. Bankruptcy EXHIBIT A, ATTACHMENT 1 GENERAL TERMS AND CONDITIONS Page 6 of 6 The Parties shall immediately notify the other in the event that either ceases conducting business in the normal manner or becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business on assets, or avails itself of, or becomes subject to, any proceeding under the Federal Bankruptcy Act or any other statute of this state relating to insolvency or protection of the rights of creditors. AA. Insurance Requirements The COSS is a self-insured public entity, which possesses the ability to cover liabilities, including general, professional, motor vehicle, and workers ' compensation liabilities arising from or connection with the performance of services under this agreement by COSS, its employees, officers, or directors. Evidence of self-insurance is provided with Exhibit A, Attachment 3, incorporated herein by reference. Evidence of COSS ' self-insurance for liabilities, from the use of motor vehicles includes owned, non-owned , and hired vehicles used by COSS employees in the performance of services, is provided with Exhibit A , Attachment 4, and incorporated by reference. BB. Title to Documents; Copyrights The reports, forms and other materials produced by the COSS pursuant to this agreement are the property of the COSS and shall not be subject to any copyright claimed by the County, its employees, subcontractors or agents. However, the County may use for administrative purposes completed materials developed or produced by the COSS. Incomplete documents or projects may not be used without the prior written consent of the COSS . Records, reports , or documents containing personal or confidential information shall not be used for any commercial purpose and shall not be copyrighted by either Party, including the employees, officers , directors, or agents of each Party. CC. Venue It is agreed by the Parties to this agreement that, unless expressly waived by COSS, any action brought to enforce provisions of this agreement for declaratory relief shall be filed and remain in a court of competent jurisdiction in the County of Sacramento in the State of California. DD. Controlling Law The validity, interpretation and performance of this agreement shall be construed under the laws of the State of California, or when applicable federal law. EE. Entire Agreement This agreement is the entire agreement of the Parties for the performance of the services described in Exhibit A. There are no understandings or agreements pertaining to this agreement except as are expressly stated in writing in this agreement or in any document attached hereto or incorporated by reference. It is the intention of the Parties hereto that this agreement shall supersede any prior agreements, discussions, commitments , representations , agreements, written, or oral, between the parties. Agreement 16-5015 COSS/County of Fresno Exhibit A, Attachment 2 Information Security Requirements I. Information Security Incidents and/or Breaches Page 1 of 2 A. Discovery and Notification of Incidents and/or Breaches. COSS shall be responsible for facilitating the Incident and/or Breach response process as described in California Civil Code 1798.29(e), California Civil Code 1798.82(f), and SAM 5340 , Incident Management. COSS shall notify the COSS Program Contract Manager and the County Information Security and/or Privacy Officer within one working day by telephone call and email upon the discovery of the Incident and/or Breach affecting the security of County Confidential, Sensit ive , and/or Personal (CSP) Information if the County CSP was , or is reasonably believed to have been , acqu ired by an unauthorized person , or there is an intrus ion, potential loss, or unauthorized use or disclosure of the County CSP is in violation of the Agreement, th is provision, the law , or potential loss of the County CSP that is in violation of this Attachment 2. COSS shall take : 1. Prompt corrective action to mitigate any risks or damages involved with the Incident and/or Breach and to protect the operat ing environment; 2. Any action pertaining to such unauthorized disclosure required by applicable Federal and State laws and regulations . B. Isolation of System or Device. A system or device, containing County CSP , compromised by an Incident and/or Breach involving an exploitation of a technical vulnerability , shall be promptly disconnected from COSS ' production environment with access to only individuals who are participating in the investigation, mitigation, and remediation of the Incident and/or Breach . Such system or device shall remain disconnected from the production environment until the risk from the exploited vulnerability has been adequately mitigated . The County must be contacted prior to placing the previously compromised system or device, containing County CSP, back in the production environment. The affected system or device , containing County CSP, shall not be returned to operation in the production environment until the County Information Security and/or Privacy Officer gives its approval. C. Investigation of Incidents and/or Breaches. COSS shall promptly investigate such Incidents and/or Breaches . D. Updates on Investigation. COSS shall provide regular (at least once a week) email updates on the progress of the Incident and/or Breach investigation to the COSS Program Contract Manager and the County Information Security and/or Privacy Officer. E. Written Report. COSS shall provide a written report of the investigation to the COSS Program Contract Manager and the County Information Security and/or Privacy Officer within fifteen (15) working days of the discovery of the Inc ident and/or Breach. To the extent COSS has such information, the report shall include but not be limited to the follow ing : 1. COSS point of contact information ; 2. Description of what happened , including the date of the Incident and/or Breach and the date of the discovery of the Incident and/or Breach , if known ; 3. Description of the types of County CSP that were involved and the extent of the information involved in the Incident and/or Breach ; 4 . A description of the unauthorized persons known or reasonably believed to have improperly used or disclosed County CSP ; Agreement 16-5015 COSS/County of Fresno Exhibit A, Attachment 2 Information Security Requirements Page 2 of 2 5. A description of where the County CSP is believed to have been improperly transmitted, sent, or utilized; 6 . A description of the probable causes of the improper use or disclosure ; 7 . Whether C ivil Code sections 1798.29 or 1798.82 or any other federal or state laws requiring individual notifications of breaches are triggered ; and 8. Full, detailed corrective action plan , including information on measures that were taken to halt and/or contain the Incident and/or Breach . F. Notification of Individuals . COSS shall notify individuals of the breach or unauthorized use or disclosure when notification is required under applicable state or federal law as determined by the County. COSS shall pay any costs of such notifications , as well as any costs associated with the breach. The COSS Program Contract Manager and the County Information Security and/or Privacy Officer shall promptly approve the time , manner and content of any such notifications , and such approval shall not be unreasonably withheld . Agreement 16-5015 COSS/County of Fresno February 14, 2017 STATE OF CALIFORNIA Exhibit A, Attachment 3 Page 1 of 1 Governor Edmund G. Brown Jr. PUBLIC LIABILITY AND WORKERS' COMPENSATION INSURANCE FISCAL YEAR JULY 1, 2017 /JUNE 30, 2018 To Whom It May Concern : In accordance with Government Code section 11007.4, the State of California has elected to be self-insured for liability exposures . Under this form of insurance, the State and its employees acting in the course and scope of their employment are insured for tort liability arising out of official State business . All claims against the State of California based on tort liability should be presented as a government claim to the Government Claims Program, P.O. Box 989052 MS 414, West Sacramento, CA 95798-9052. (Gov . Code section 900 , et. seq .) Internet link: http://www.dgs.ca.gov/orim/Programs/GovernmentClaims.aspx . The State of California has also elected to be insured for its motor vehicle liability exposures through the State Motor Vehicle Liability Self-Insurance Program (VELSIP). This program provides liability coverage arising out of the operations of motor vehicles used by state employees for official state business (California Vehicle Code Sections 17000 and 17001). Motor vehicle liability claims against the State of California should be presented to the Office of Risk and Insurance Management, P.O. Box 989052 MS-403, West Sacramento , CA 95798- 9052, (800) 900-3634, claims@dgs .ca .gov. If your motor vehicle liability claim is not resolved within six months from the date of loss , California law requires you to file a formal claim with the Government Claims Program, P.O. Box 989052 MS 414 , West Sacramento , CA 95798-9052. (Gov. Code section 900, et. seq.) Internet link : http://www.dgs.ca.gov/orim/Programs/GovernmentClaims.aspx. The State of California has a Master Agreement with the State Compensation Insurance Fund regarding workers ' compensation benefits for all state employees , as required by the Labor Code. Trevor DeAnda, CRIS Associate Risk Analyst (916) 376-5305 Trevor.DeAnda@dgs.ca.gov Office of Risk and Insuran ce Management I Sta te o f Calif ornia I Governm en t Op erations Agency 707 3r d S tree t, 1st Floor I We s t Sacram en to, CA 95605 I t 9 16.3 76.5300 f 9 16.376 .5275 REV 07/27/16 Agreement 16-5015 COSS/County of Fresno Exhibit A, Attachment 4 Page 1 of 1 Governor Ed mund G. Brown Jr. February 14, 2017 STATE OF CALIFORNIA AUTOMOBILE LIABILITY I PHYSICAL DAMAGE FISCAL YEAR JULY 1, 2017 /JUNE 30, 2018 To Whom It May Concern: Please accept this letter as certification that the State of California has elected to be self- insured for liability and physical damage arising out of the ownership, maintenance, and operation of land motor vehicles. Under this program, the Office of Risk and Insurance Management administers liability claims arising out of the operation of the vehicle . Physical Damage to such vehicle may be reimbursed by the Employing State Agency in accordance with State Administrative Manual (SAM) sections 2420 and 4116. Sincerely, Trevor DeAnda, CRIS Associate Risk Analyst (916) 376-5305 Trevor.DeAnda@dgs.ca.gov Office of Risk and Insurance Management I State of Cal ifo rnia I Gov ernment O peratio ns A gency 70 7 3rd Street , 1st Floor I West Sacramento , CA 95605 I t 916.376 .5300 f 916.376.5275 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and 2 year first hereinabove written. 3 ATTEST: 4 COUNTY OF FRESNO 5 6 7 By -c==-~~~----"-~~-r--~~~- APPROVED AS TO L L FORM: 8 9 DANIEL C. CEDERB RG COUNTY COUNSEL 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -1 -Fresno, CA